TCR_Public/140921.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 21, 2014, Vol. 18, No. 263

                            Headlines

ACAS CLO 2007-1: S&P Affirms 'BB+' Rating on Class D Notes
AGATE BAY 2014-2: S&P Assigns Prelim. BB+ Rating on B-4 Certs
AIMCO CLO 2006-A: S&P Affirms 'BB' Rating on Class D Notes
ALL SLC 1998: Fitch Affirms 'B-sf' Rating on 9 Note Classes
ALM XI: Moody's Assigns 'Ba3' Rating on $35.7-Mil. Class D Notes

ANTHRACITE CDO III: Moody's Affirms C Rating on 2 Note Classes
ARES IIIR: S&P Affirms 'BB-' Rating on Class E Notes
ARES NF XIV: Moody's Affirms Ba2 Rating on $11.25MM Class E Notes
ARROWPOINT CLO 2014-3: S&P Assigns 'Bsf' Rating to Class F Notes
ATRIUM XI: Moody's Assigns '(P)B3' Rating on $11MM Class F Notes

AVENUE CLO: S&P Affirms 'CCC+' Rating on Class B-2L Notes
BABSON CLO: Moody's Assigns B2 Rating on $11MM Class F Notes
BAKER STREET II: Moody's Raises Rating on Class E Notes to 'Ba2'
BATTALION CLO VI: Moody's Assigns (P)B3 Rating on Cl. E Notes
BENEFIT STREET IV: S&P Affirms 'BB' Rating on Class D Notes

BOMBARDIER CAPITAL: Moody's Cuts Rating on 2 Note Classes to Caa1
CARNOW AUTO 2013-1: S&P Affirms 'B' Rating on Class E Notes
CARNOW AUTO 2014-1: S&P Assigns Prelim. B Rating on Class E Notes
CARLYLE GLOBAL 2014-1: S&P Affirms 'BB' Rating on Class E Notes
CAVALRY CLO IV: S&P Assigns 'BB' Rating on Class E Notes

CEDAR FUNDING IV: S&P Assigns 'BB' Rating to $17MM Class E Notes
CEDARWOODS CRE: Moody's Lowers Rating on 2 Note Classes to 'C'
CIFC FUNDING 2007-II: Moody's Affirms Ba3 Rating on Cl. D Notes
COMM 2013-CCRE11: Fitch Affirms 'Bsf' Rating on Class F Notes
COMM 2014-LC17: Fitch to Rate $12.36MM Class F Notes 'B-sf'

COMM 2014-PAT: S&P Assigns Prelim. 'BB-sf' Rating on Class E Certs
CONCORD REAL 2006-1: Moody's Hikes Rating on Cl. F Notes to Caa1
CORNERSTONE CLO: Moody's Affirms 'B1' Rating on Class D Notes
CPS AUTO 2014-C: S&P Assigns 'B+' Rating on Class E Notes
CREDIT SUISSE 2007-C1: Moody's Affirms C Rating on 3 Certs

CRYSTAL RIVER 2006-1: Moody's Affirms C Rating on 9 Note Classes
CSFB 2001-MH29: Moody's Raises Rating on Class M-2 Notes to B1
CSFB MORTGAGE 2004-C5: Moody's Lowers Rating on Cl. K Certs. to C
CSMC TRUST 2014-USA: S&P Assigns Prelim B-sf Rating on Cl. F Certs
FOOTHILL CLO I: S&P Raises Class E Notes Rating From BB+(sf)

GE COMMERCIAL 2002-2: Moody's Cuts Rating on Cl. X-1 Certs to 'C'
GOLDEN STATE RE II: S&P Rates Class A Notes 'BB+(sf)'
GOLDENTREE LOAN V: Moody's Affirms Ba1 Rating on Class E Notes
GREENWICH CAPITAL 2007-RR2: Moody's Affirms C Rating on 3 Certs
GS MORTGAGE 2013-GCJ16: Moody's Rates on Class G Certificates B3

ICONS LTD: Moody's Raises Rating on 2 Class Notes to 'B3'
JP MORGAN 2004-C3: Moody's Affirms 'Ca' Rating on Cl. J Certs
JP MORGAN 2006-CIBC16: Moody's Affirms C Ratings on 3 Certs
JP MORGAN 2006-FL2: Moody's Hikes Rating on Cl. K Notes to Caa2
JP MORGAN 2014-FL5: S&P Gives Prelim. B- Rating on 2 Note Classes

JPMBB COMMERCIAL 2014-C23: Moody's Rates Cl. UH5 Notes (P)B1
KEYCORP STUDENT 2005-A: Fitch Affirms 'BBsf' Rating on II-C Notes
KINGSLAND III: Moody's Raises Rating on 2 Note Classes to Ba1
KKR CLO 9: Moody's Assigns Ba3 Rating on $33.75MM Class E Notes
KVK CLO 2014-3: S&P Assigns 'BB' Rating on Class E Notes

LANDMARK VIII: Moody's Affirms Ba2 Rating on $20MM Class E Notes
LB-UBS COMMERCIAL 2004-C1: Moody's Cuts Class L Certs Rating to C
LB-UBS COMMERCIAL 2007-C6: S&P Lowers 2 Note Classes' Rating to D
MADISON SQUARE 2004-1: S&P Lowers Rating on 2 Notes to 'CC'
MORGAN STANLEY 2003-IQ5: Moody's Affirms Caa1 Rating on N Notes

MORGAN STANLEY 2007-IQ15: S&P Lowers Rating on Cl. B Notes to CCC
MORGAN STANLEY 2014-150E: S&P Gives Prelim. B Rating on G Notes
MORGAN STANLEY 2014-C18: Fitch to Rate Class 300-D Certs 'BB-sf'
MONROE CAPITAL 2014-1: Moody's Rates $20MM Class E Notes 'Ba2'
MORGAN STANLEY 2005-7: Moody's Cuts Ratings on 2 Tranches to Caa2

MT. WILSON CLO II: Moody's Affirms Ba1 Rating on $32MM Notes
NAUTIQUE FUNDING: Moody's Hikes $12MM Cl. D Notes Rating to Ba3
N-STAR REL VI: Moody's Affirms Caa1 Rating on 2 Note Classes
NORTHWOODS CAPITAL XI: S&P Affirms 'BB' Rating on Class E Notes
NORTHWOODS CAPITAL XII: S&P Assigns 'BB' Rating on 2 Note Classes

OCTAGON LOAN: Moody's Assigns Ba3 Rating on $20.7MM Class E Notes
PNC MORTGAGE 2000-C1: Moody's Affirms Ca Rating on Cl. H Certs
PREFERRED TERM XX: Moody's Raises Rating on Cl. B Notes to Ca
RASC SERIES: Moody's Takes Action on $3.3BB of Subprime RMBS
REALT 2005-1: Moody's Affirms Caa1 Rating on Class K Certificate

REGIONAL DIVERSIFIED 2004-1: Moody's Cuts Ratings on 2 Notes to C
ROCK 1 - CRE: S&P Lowers Rating on Class H Notes to CCC-
SCHOONER TRUST 2006-5: Moody's Affirms B1 Rating on Cl. J Certs
SDART 2012-6: Fitch Affirms 'BB' Rating on Class E Notes
SDART 2014-4: S&P Assigns 'BB+' Rating on Class E Notes

SIERRA TIMESHARE 2011-3: Fitch Affirms BB Rating on Class C Notes
SILVER SPRING: Moody's Assigns B2 Rating on $4.1MM Class F Notes
SORIN REAL ESTATE I: Moody's Affirms C Rating on 5 Note Classes
SOUNDVIEW HOME: Moody's Raises Ratings on 2 Tranches to Caa1
TIAA SEASONED 2007-C4: S&P Cuts Rating on 3 Note Classes to D

TRAPEZA CAPITAL: Court Decision Favors Holders of TruPS CDOs
TRAPEZA CDO V: Moody's Confirms Caa2 Rating on 2 Note Classes
UBS-CITIGROUP 2011-C1: Moody's Affirms B2 Rating on Cl. G Certs
VITESSE CLO: S&P Raises Rating on Class B2L Notes to 'BB+'
WACHOVIA CRE 2006-1: Moody's Hikes Rating on Cl. M Notes to B1

WFRBS COMMERCIAL 2014-C23: Fitch to Rate Class F Notes 'Bsf'
WHITEHORSE IV: S&P Affirms 'BB' Rating on Class D Notes

* Fitch Lowers Rating on 113 Distressed Bonds to 'Dsf'
* Moody's Raises Rating on $2 Billion of Subprime RMBS
* Moody's Raises Ratings $453 Million of Subprime RMBS
* Moody's Takes Action on $256.3MM Alt-A RMBS Issued 2003-2004
* Moody's Takes Action on $81.5MM of Alt-A RMBS Issued 2004-2005

* Moody's Takes Action on $188MM of Prime Jumbo RMBS
* S&P Puts 13 Ratings From 7 CDO Deal on CreditWatch Positive
* S&P Takes Various Rating Actions on 41 US RMBS Transactions
* S&P Withdraws Ratings on 63 Classes From 23 CDO Transactions


                             *********

ACAS CLO 2007-1: S&P Affirms 'BB+' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-1-J, A-2, B, and C notes from ACAS CLO 2007-1 Ltd., a U.S.
collateralized loan obligation transaction managed by American
Capital Asset Management LLC.  S&P also removed these ratings from
CreditWatch, where S&P placed them with positive implications on
Aug. 29, 2014.  At the same time, S&P affirmed its ratings on the
class A-1-S and D notes from the same transaction.

The upgrades mainly reflect paydowns to the class A-1-S and A-1
notes and a subsequent increase in the credit support available to
all of the notes.  Since S&P's January 2012 rating actions, the
transaction has exited its reinvestment period and paid down the
class A-1-S and A-1 notes by approximately $20.3 million and $13.3
million, respectively, reducing the class A-1-S and A-1 notes to
84.94% and 87.95% of their original balances.

In addition, the upgrades reflect improved overcollateralization
(O/C) available to support all of the notes, primarily from these
paydowns.  The trustee reported the following increased O/C ratios
in the August 2014 monthly report:

   -- The class A O/C ratio was 131.19%, compared with 127.44% in
      Dec. 2011;

   -- The class B O/C ratio was 121.33%, compared with 118.85% in
      Dec. 2011;

   -- The class C O/C ratio was 113.21%, compared with 111.67% in
      Dec. 2011; and

   -- The class D O/C ratio was 107.89%, compared with 106.90% in
      Dec. 2011.

The upgrades further reflect the underlying collateral pool's
improved credit quality.  Since Jan. 2012, the outstanding balance
of the 'CCC' rated assets held within the collateral pool has
declined to $6.87 million, as stated in the Aug. 2014 monthly
report, from $19.9 million in the Dec. 2011 monthly report.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

ACAS CLO 2007-1 Ltd.
                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1-S  AAA (sf)             AAA (sf)    28.19%       AAA (sf)
A-1-J  AA+ (sf)/Watch Pos   AAA (sf)    18.19%       AAA (sf)
A-1    AA+ (sf)/Watch Pos   AAA (sf)    18.19%       AAA (sf)
A-2    AA+ (sf)/Watch Pos   AAA (sf)    6.19%        AAA (sf)
B      A+ (sf)/Watch Pos    AA+ (sf)    7.85%        AA+ (sf)
C      BBB+ (sf)/Watch Pos  A+ (sf)     2.92%        A+ (sf)
D      BB+ (sf)             BB+ (sf)    4.42%        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-S  AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
A-1-J  AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
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      A+ (sf)    A- (sf)    A (sf)       AA- (sf)    A+ (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-S  AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-1-J  AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-1    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2    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      BB+ (sf)     BB+ (sf)      B (sf)        BB+ (sf)

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 rating actions
as it deems necessary.

RATINGS RAISED AND REMOVED FROM CREDITWATCH

ACAS CLO 2007-1 Ltd.

             Rating       Rating
Class        To           From
A-1-J        AAA (sf)     AA+ (sf)/Watch Pos
A-1          AAA (sf)     AA+ (sf)/Watch Pos
A-2          AAA (sf)     AA+ (sf)/Watch Pos
B            AA+ (sf)     A+ (sf)/Watch Pos
C            A+ (sf)      BBB+ (sf)/Watch Pos

RATINGS AFFIRMED

ACAS CLO 2007-1 Ltd.
Class        Rating
A-1-S        AAA (sf)
D            BB+ (sf)

TRANSACTION INFORMATION
Issuer:             ACAS CLO 2007-1 Ltd.
Co-issuer:          ACAS CLO 2007-1 Corp.
Collateral manager: American Capital Asset Management LLC
Underwriter:        JPMorgan Securities Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO

CLO--Collateralized loan obligation.


AGATE BAY 2014-2: S&P Assigns Prelim. BB+ Rating on B-4 Certs
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Agate Bay Mortgage Trust 2014-2's $365.730 million
mortgage pass-through certificates series 2014-2.

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

The preliminary ratings are based on information as of Sept. 16,
2014. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

-- The high-quality collateral included in the pool.

-- The associated transaction participants in conjunction with
    each of their roles.

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

PRELIMINARY RATINGS ASSIGNED

Agate Bay Mortgage Trust 2014-2

Class           Rating         Amount (mil. $)
A-1             AAA (sf)                277.31
A-X-1           AAA (sf)              Notional
A-X-2           AAA (sf)              Notional
A-X-3           AAA (sf)              Notional
A-X-4           AAA (sf)              Notional
A-3             AAA (sf)                277.31
A-4             AAA (sf)                277.31
A-5             AAA (sf)                277.31
A-6             AAA (sf)                277.31
A-X-9           AAA (sf)              Notional
A-X-10          AAA (sf)              Notional
A-X-11          AAA (sf)              Notional
A-2             AAA (sf)                 69.33
A-X-5           AAA (sf)              Notional
A-X-6           AAA (sf)              Notional
A-X-7           AAA (sf)              Notional
A-X-8           AAA (sf)              Notional
A-7             AAA (sf)                 69.33
A-8             AAA (sf)                 69.33
A-9             AAA (sf)                 69.33
A-10            AAA (sf)                 69.33
A-X-12          AAA (sf)              Notional
A-X-13          AAA (sf)              Notional
A-X-14          AAA (sf)              Notional
A-11            AAA (sf)                346.64
A-12            AAA (sf)                346.64
A-13            AAA (sf)                346.64
A-14            AAA (sf)                346.64
A-15            AAA (sf)                346.64
A-X-15          AAA (sf)              Notional
A-X-16          AAA (sf)              Notional
A-X-17          AAA (sf)              Notional
B-1             AA (sf)                   4.31
B-2             A (sf)                    6.36
B-3             BBB (sf)                  3.74
B-4             BB+ (sf)                  4.68
B-5             NR                        8.61

NR--Not rated.


AIMCO CLO 2006-A: S&P Affirms 'BB' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, and C notes from AIMCO CLO Series 2006-A, a U.S.
collateralized loan obligation (CLO) transaction managed by
Allstate Investment Management Co.  S&P affirmed its ratings on
the class A-1 and D notes.  At the same time, S&P removed its
ratings on the class A-2 and B notes from CreditWatch, where S&P
placed them with positive implications on Aug. 29, 2014.

The upgrades reflect $74.83 million in paydowns to the class A-1
notes since S&P's Jan. 2014 rating actions.  The affirmations
reflect S&P's belief that the credit support available to classes
A-1 and D is commensurate with their current rating levels.

The transaction's overall overcollateralization (O/C) ratios have
benefited from the principal paydowns.  The trustee reported the
following O/C ratios in the Aug. 2014 monthly report, compared
with the Dec. 2013 report:

   -- The class A O/C ratio was 136.10%, up from 127.25%.
   -- The class B O/C ratio was 122.44%, up from 117.47%.
   -- The class C O/C ratio was 111.78%, up from 109.47%.
   -- The class D O/C ratio was 106.67%, up from 105.52%.

The underlying portfolio's credit quality has improved since
Dec. 2013.  According to the Aug. 2014 trustee report, the
transaction held $7.04 million in 'CCC' rated assets, compared
with $11.27 million noted in the Dec. 2013 trustee report, which
S&P referenced for its Jan. 2014 rating actions.

S&P's rating on the class C notes is driven by its largest obligor
default test, which intends to address the potential concentration
of exposure to obligors in the transaction's portfolio.

"Our rating on the class D notes is also affected by the largest
obligor test at 'B+ (sf)'.  However, we believe that the
transaction will continue to pay down the rated notes because it
is currently in its amortization period, which, all else held
equal, will continue to increase the O/C levels.  In addition, we
believe class D is not currently exposed to large risks that would
impair the notes at their current rating level because the cash
flow model results indicate that the class D notes can withstand a
'BBB- (sf)' rating and the transaction currently holds
insignificant levels of 'CCC' rated collateral obligations.
Therefore, the affirmed rating reflects our belief that the credit
support available to class D is commensurate with the current
rating level," S&P said.

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 take further rating
actions as S&P deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

AIMCO CLO Series 2006-A

                           Cash flow
       Previous            implied     Cash flow    Final
Class  rating              rating      cushion(i)   rating
A-1    AAA (sf)            AAA (sf)    25.36%       AAA (sf)
A-2    AA+ (sf)/Watch Pos  AAA (sf)    8.33%        AAA (sf)
B      A+ (sf)/Watch Pos   AA+ (sf)    6.18%        AA+ (sf)
C      BBB (sf)            A (sf)      1.16%        BBB+ (sf)
D      BB (sf)             BBB- (sf)   1.10%        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)   AA+ (sf)   AA+ (sf)    AA+ (sf)    AA+ (sf)
C      A (sf)     BBB+ (sf)  BBB+ (sf)   BBB+ (sf)   BBB+ (sf)
D      BBB- (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      AA+ (sf)     AA- (sf)      AA- (sf)      AA+ (sf)
C      A (sf)       BB+ (sf)      BB+ (sf)      BBB+ (sf)
D      BBB- (sf)    B (sf)        B (sf)        BB (sf)

RATING AND CREDITWATCH ACTIONS

AIMCO CLO Series 2006-A

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

RATINGS AFFIRMED

AIMCO CLO Series 2006-A

Class     Rating
A-1       AAA (sf)
D         BB (sf)


ALL SLC 1998: Fitch Affirms 'B-sf' Rating on 9 Note Classes
-----------------------------------------------------------
Fitch Ratings has upgraded the Access to Loans for Learning
Student Loan Corp-1998 Master Trust IV (ALL SLC 1998) senior note
(IV-A-13) to 'BBBsf' from 'B-sf'; Outlook Positive.  Fitch has
also affirmed the remaining senior notes (IV-A) and senior
subordinate notes (IV-C) at 'B-sf' and revised the Outlook to
Stable from Negative.

The upgrade on the senior (IV-A13) note is due to the expected
payoff of the LIBOR floating notes before its legal maturity date.
The structure prioritizes principal payment of LIBOR floating
notes based on a targeted amortization schedule over principal
payment of other senior auction rate securities.

KEY RATING DRIVERS

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

Sufficient Credit Enhancement: CE is provided by
overcollateralization and excess spread.  As of June 2014,
reported senior is 107.07%, senior-subordinate is 102.57% and
total parity is 100.75%, respectively.  Cash can be released from
the trust provided the senior parity is at least 110%; senior-
subordinate parity is at least 106% and total parity is at least
102%.

Adequate Liquidity Support: Liquidity support is provided by a
reserve account which is determined as the greater of 0.75% of the
principal amount of bonds outstanding or $1,000,000.

Acceptable Servicing Capabilities: Day to day servicing is
provided by Sallie Mae Servicing, Great Lakes Educational Services
Inc. and ACS.  In Fitch's opinion, all servicer are acceptable
servicers of student loans.

RATING SENSITIVITIES

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

Access to Loans for Learning Student Loan Corp - 1998 Master Trust
IV Senior Class Notes

   -- Series 2003-1 class A-8 affirmed at 'B-sf'; Outlook to
      Stable from Negative;

   -- Series 2003-1 class A-10 affirmed at 'B-sf'; Outlook to
      Stable from Negative;

   -- Series 2003-2 class A-11 affirmed at 'B-sf'; Outlook to
      Stable from Negative;

   -- Series 2004 class A-13 upgraded to 'BBBsf' from 'B-sf';
      Outlook to Positive from Negative;

   -- Series 2007 class A-14 affirmed at 'B-sf'; Outlook to Stable
      from Negative;

   -- Series 2007 class A-15 affirmed at 'B-sf'; Outlook to Stable
      from Negative;

   -- Series 2007 class A-16 affirmed at 'B-sf'; Outlook to Stable
      from Negative;

   -- Series 2007 class A-17 affirmed at 'B-sf'; Outlook to Stable
      from Negative;

   -- Series 2007 class A-18 affirmed at 'B-sf'; Outlook to Stable
      from Negative.

Access to Loans for Learning Student Loan Corp - 1998 Master Trust
IV Senior Subordinate Class Notes

Subordinate Class Notes

   -- Series 1998 class C-1 affirmed at 'B-sf'; Outlook to Stable
      from Negative.


ALM XI: Moody's Assigns 'Ba3' Rating on $35.7-Mil. Class D Notes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to six
classes of notes issued by ALM XI, Ltd.:

$348,750,000 Class A-1 Senior Secured Floating Rate Notes due
2026 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa
(sf)

$54,250,000 Class A-2a Senior Secured Floating Rate Notes due
2026 (the "Class A-2a Notes"), Definitive Rating Assigned Aa2
(sf)

$10,000,000 Class A-2b Senior Secured Fixed Rate Notes due 2026
(the "Class A-2b Notes"), Definitive Rating Assigned Aa2 (sf)

$25,250,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class B Notes"), Definitive Rating Assigned
A2 (sf)

$34,750,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Definitive Rating Assigned
Baa3 (sf)

$35,750,000 Class D Secured Deferrable Floating Rate Notes due
2026 (the "Class D Notes"), Definitive Rating Assigned Ba3 (sf)

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

ALM XI is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90.0% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 10.0% of the portfolio may consist of second lien loans and
unsecured loans. We expect the portfolio to be approximately 100%
ramped as of the closing date.

Apollo Credit Management (CLO) 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: $550,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2950

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 49.5%

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 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 2950 to 3393)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2a Notes: -2

Class A-2b Notes: -2

Class B Notes: -2

Class C Notes: -1

Class D Notes: -1

Percentage Change in WARF -- increase of 30% (from 2950 to 3835)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2a Notes: -3

Class A-2b Notes: -3

Class B Notes: -3

Class C Notes: -2

Class D 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.

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.


ANTHRACITE CDO III: Moody's Affirms C Rating on 2 Note Classes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Anthracite CDO III, Ltd:

Cl. B-FL, Upgraded to Aaa (sf); previously on Feb 12, 2014
Upgraded to A3 (sf)

Cl. B-FX, Upgraded to Aaa (sf); previously on Feb 12, 2014
Upgraded to A3 (sf)

Cl. C-FL, Upgraded to Baa1 (sf); previously on Feb 12, 2014
Upgraded to Ba1 (sf)

Cl. C-FX, Upgraded to Baa1 (sf); previously on Feb 12, 2014
Upgraded to Ba1 (sf)

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

Cl. D-FL, Affirmed Caa3 (sf); previously on Feb 12, 2014 Affirmed
Caa3 (sf)

Cl. D-FX, Affirmed Caa3 (sf); previously on Feb 12, 2014 Affirmed
Caa3 (sf)

Cl. E-FL, Affirmed C (sf); previously on Feb 12, 2014 Affirmed C
(sf)

Cl. E-FX, Affirmed C (sf); previously on Feb 12, 2014 Affirmed C
(sf)

Ratings Rationale

Moody's has upgraded the ratings on the transaction due to full
amortization of high credit risk assets and the improved credit
quality of certain collateral assets due to defeasance. Moody's
has affirmed the ratings on the transaction because its key
transaction metrics are commensurate with existing ratings. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO &
Re-Remic) transactions.

Anthracite CDO III, Ltd. is backed by a portfolio of: i)
commercial mortgage backed securities (CMBS) (84.0% of the
collateral pool balance); and ii) credit tenant leases (CTL)
(16.0%). As of the trustee's August 21, 2014 report, the aggregate
note balance of the transaction, including preferred shares, is
$212.8 million, compared to $230.2 million at last review, with
paydowns directed to the senior most outstanding classes of notes.

The pool contains thirteen assets totaling $34.4 million (42.1% of
the collateral pool balance) that are listed as defaulted
securities as of the trustee's August 21, 2014 report. Thirteen of
these assets (100.0% of the defaulted balance) are CMBS. While
there have been limited realized losses on the underlying
collateral to date, Moody's does expect moderate/significant
losses to occur on the defaulted securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO & Re-Remic 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 & Re-
Remic pool. Moody's has updated its assessments for the collateral
it does not rate. The rating agency modeled a bottom-dollar WARF
of 3848, compared to 4296 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 (32.2%, compared to 18.2%
at last review), A1-A3 (0.0%, the same as at last review); Baa1-
Baa3 (18.9%, compared to 25.1% at last review); Ba1-Ba3 (0.0%,
compared to 10.7% at last review); B1-B3 (11.6%, compared to 4.0%
at last review); and Caa1-Ca/C (37.3%, compared to 42.0% at last
review.

Moody's modeled a WAL of 4.2 years, compared to 5.4 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 12.8%, compared to 22.8% at last
review.

Moody's modeled a MAC of 8.0%, compared to 7.1% 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 one notch 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 one notch 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.


ARES IIIR: S&P Affirms 'BB-' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, and D notes from Ares IIIR/IVR CLO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Ares
Management LLC, and removed them from CreditWatch, where S&P
placed them with positive implications on Aug. 29, 2014.  S&P also
affirmed its rating on the class E notes.

The transaction's reinvestment period ended in April 2014, and the
deal is currently in its amortization phase.  The upgrades reflect
the paydowns to the class A-1 and A-2 notes--on the most recent
payment date (July 16, 2014), the class A-1 and A-2 notes were
paid down $20.0 million and are now at 94% of their original
balance.  Also, since S&P's Feb. 2011 rating actions, the
transaction has benefited from an increase in the portfolio's
weighted average recovery rates.

S&P's affirmation on the class E notes reflects the availability
of adequate credit support at the 'BB' rating level.  The cash
flow results indicated a downgrade on the class E notes; however,
S&P affirmed its current rating on the class because it expects
overcollateralization to increase as the transaction continues to
pay down the tranches in the amortization phase, and because of
the stability in the underlying asset pool's overall credit
quality.

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

Ares IIIR/IVR CLO Ltd.
                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1    AA+ (sf)/Watch Pos   AAA (sf)         8.17%   AAA (sf)
A-2    AA+ (sf)/Watch Pos   AAA (sf)         8.17%   AAA (sf)
B      AA (sf)/Watch Pos    AA+ (sf)        12.99%   AA+ (sf)
C      A (sf)/Watch Pos     AA (sf)          0.95%   AA- (sf)
D      BBB (sf)/Watch Pos   BBB+ (sf)        6.06%   BBB+ (sf)
E      BB (sf)              B+ (sf)          5.35%   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)   AA+ (sf)   AA+ (sf)    AAA (sf)    AA+ (sf)
C      AA (sf)    A+ (sf)    AA- (sf)    AA+ (sf)    AA- (sf)
D      BBB+ (sf)  BBB+ (sf)  BBB+ (sf)   A (sf)      BBB+ (sf)
E      B+ (sf)    B+ (sf)    B+ (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)      AA+ (sf)      AAA (sf)
A-2    AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
B      AA+ (sf)     AA+ (sf)      AA (sf)       AA+ (sf)
C      AA (sf)      AA- (sf)      BBB+ (sf)     AA- (sf)
D      BBB+ (sf)    BBB+ (sf)     BB+ (sf)      BBB+ (sf)
E      B+ (sf)      B+ (sf)       CCC- (sf)     BB (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Ares IIIR/IVR CLO Ltd.
                 Rating
Class        To          From
A-1          AAA (sf)    AA+ (sf)/Watch Pos
A-2          AAA (sf)    AA+ (sf)/Watch Pos
B            AA+ (sf)    AA (sf)/Watch Pos
C            AA- (sf)    A (sf)/Watch Pos
D            BBB+ (sf)   BBB (sf)/Watch Pos

RATING AFFIRMED

Ares IIIR/IVR CLO Ltd.

Class        Rating
E            BB (sf)


ARES NF XIV: Moody's Affirms Ba2 Rating on $11.25MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Ares NF CLO XIV Ltd.:

$14,000,000 Class B Senior Secured Floating Rate Notes Due 2021,
Upgraded to Aaa (sf); previously on February 22, 2013 Upgraded to
Aa1 (sf)

$16,500,000 Class C Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Aa1 (sf); previously on February 22, 2013
Upgraded to A1 (sf)

$14,000,000 Class D Secured Deferrable Floating Rate Notes Due
2021, Upgraded to A3 (sf); previously on February 22, 2013
Upgraded to Baa2 (sf)

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

$229,000,000 Class A Senior Secured Floating Rate Notes Due 2021
(current outstanding balance $134,165,402.59), Affirmed Aaa (sf);
previously on February 22, 2013 Affirmed Aaa (sf)

$11,250,000 Class E Secured Deferrable Floating Rate Notes Due
2021, Affirmed Ba2 (sf); previously on February 22, 2013 Upgraded
to Ba2 (sf)

Ares NF CLO XIV Ltd., issued in April 2007, is a collateralized
loan obligation 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 ratios since January 2014. The Class A Note has
been paid down by approximately by 26.8% (or $49.18 million) since
January 2014. Based on the trustee's August 2014 report, the over-
collateralization (OC) ratios for the Class A/B, Class C, and
Class D notes are reported at 138.41%, 124.54%, 114.78% and
107.98%, respectively versus 129.59%, 119.59%, 112.25% and
106.96%, respectively in the January 2014 trustee report.

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:

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.

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% (1950)

Class A: 0

Class B: 0

Class C: +1

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (2924)

Class A: 0

Class B: 0

Class C: -3

Class D: -2

Class E: 0

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a principal
proceeds and performing par of $203.9 million, defaulted par of
$2.7 million, a weighted average default probability of 17.17%
(implying a WARF of 2437), a weighted average recovery rate upon
default of 50.62%, a diversity score of 44 and a weighted average
spread of 3.02%.

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.


ARROWPOINT CLO 2014-3: S&P Assigns 'Bsf' Rating to Class F Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Arrowpoint CLO 2014-3 Ltd./Arrowpoint CLO 2014-3 LLC's $376.60
million floating-rate notes.

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

The ratings reflect S&P's view 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 criteria (see "Update To
     Global Methodologies And Assumptions For Corporate Cash Flow
     And Synthetic CDOs," published Aug. 1, 2014).

  -- 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.

S&P's projections regarding the 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 0.2381%-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.

RATINGS ASSIGNED

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

Class                     Rating                   Amount
                                                 (mil. $)
A                         AAA (sf)                 250.00
B                         AA (sf)                   48.00
C (deferrable)            A (sf)                    32.40
D (deferrable)            BBB (sf)                  22.00
E (deferrable)            BB (sf)                   17.20
F (deferrable)            B (sf)                     7.00
Subordinated notes        NR                        38.40

NR--Not rated.


ATRIUM XI: Moody's Assigns '(P)B3' Rating on $11MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to four
classes of notes to be issued by Atrium XI.

$602,250,000 Class A-1 Floating Rate Notes due 2025 (the "Class
A-1 Notes"), Assigned (P)Aaa (sf)

$10,000,000 Class A-2 Fixed Rate Notes due 2025 (the "Class A-
2Notes"), Assigned (P)Aaa (sf)

$59,250,000 Class E Deferrable Floating Rate Notes due 2025 (the
"Class E Notes"), Assigned (P)Ba3 (sf)

$11,000,000 Class F Deferrable Floating Rate Notes due 2025 (the
"Class F Notes"), Assigned (P)B3 (sf)

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

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

Ratings Rationale

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

Atrium XI 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
and senior unsecured loans. Moody's expect the portfolio to be
approximately 70% ramped as of the closing date.

Credit Suisse Asset 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 four other
classes of notes, including 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: $1,000,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2825

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 44.0%

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 2825 to 3249)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: 0

Class E Notes: -1

Class F Notes: -2

Percentage Change in WARF -- increase of 30% (from 2825 to 3673)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -1

Class E Notes: -1

Class F Notes: -4

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.


AVENUE CLO: S&P Affirms 'CCC+' Rating on Class B-2L Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class B-1F, B-1L, B-2L, and P1 notes from Avenue CLO Fund Ltd., a
U.S. collateralized loan obligation (CLO) managed by Avenue
Capital Management II L.P.  S&P also removed the ratings on the
class B-1F, B-1L, and B-2L notes from CreditWatch, where it placed
them with positive implications on Aug. 29, 2014.

The transaction is its amortization phase and continues paying
down the notes.  On the Aug. 15, 2014, payment date, the class A-
3L notes were paid in full (and we subsequently withdrew S&P's
rating), and the class B-1F and B-1L notes--both pari passu--
received paydowns of $2.40 million and $2.16 million,
respectively. The paydowns reduced the notes' outstanding balance
to 75.98% of their original balance and increased their
overcollateralization ratios.

The transaction currently has only 11 performing assets, of which
the five largest obligors constitute nearly 65% of the total
performing portfolio.  Moreover, the credit quality of the
performing assets backing both the class B-1 and B-2 notes is in
the 'CCC' rating category.  This concentration risk was a
significant factor in S&P's analysis.

Although the class B-2L notes failed our largest obligor default
test at the 'CCC' rating level, S&P affirmed its 'CCC+ (sf)'
rating because the strong cash flow results pointed to a 'B+ (sf)'
rating.

The class P1 note is a combination note that includes a U.S.
Treasury Strip Certificate and some preferred shares (equity) of
the transaction.  S&P's affirmation is based on the rating on the
U.S. Treasury and the payment of principal only.

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

Avenue CLO Fund Ltd.

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

B-1F   BB+ (sf)/Watch Pos    A- (sf)    0.56%        BB+ (sf)
B-1L   BB+ (sf)/Watch Pos    A- (sf)    0.56%        BB+ (sf)
B-2L   CCC+ (sf)/Watch Pos   BB+ (sf)   1.39%        CCC+ (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
B-1F   A- (sf)    A- (sf)    BBB+ (sf)   A- (sf)     BB+ (sf)
B-1L   A- (sf)    A- (sf)    BBB+ (sf)   A- (sf)     BB+ (sf)
B-2L   BB+ (sf)   B+ (sf)    BB+ (sf)    BB+ (sf)    CCC+ (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-1F   A- (sf)      A- (sf)       BBB- (sf)     BB+ (sf)
B-1L   A- (sf)      A- (sf)       BBB- (sf)     BB+ (sf)
B-2L   BB+ (sf)     BB- (sf)      CCC- (sf)     CCC+ (sf)

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

Avenue CLO Fund Ltd.

              Rating
Class     To          From
B-1F      BB+ (sf)    BB+ (sf)/Watch Pos
B-1L      BB+ (sf)    BB+ (sf)/Watch Pos
B-2L      CCC+ (sf)   CCC+ (sf)/Watch Pos

RATING AFFIRMED

Avenue CLO Fund Ltd.

Class         Rating
P1            AA+p (sf)

P -- The p subscript indicates that S&P's rating only addresses
     principal payments.


BABSON CLO: Moody's Assigns B2 Rating on $11MM Class F Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following ratings to notes issued by Babson CLO Ltd. 2014-II:

   $352,000,000 Class A Senior Secured Floating Rate Notes due
   2026 (the "Class A Notes"), Definitive Rating Assigned Aaa
   (sf)

   $35,750,000 Class B-1 Senior Secured Floating Rate Notes due
   2026 (the "Class B-1 Notes"), Definitive Rating Assigned Aa2
   (sf)

   $34,250,000 Class B-2 Senior Secured Fixed Rate Notes due 2026
   (the "Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

   $29,750,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2026 (the "Class C Notes"), Definitive Rating
   Assigned A2 (sf)

   $26,500,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2026 (the "Class D Notes"), Definitive Rating
   Assigned Baa3 (sf)

   $27,500,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2026 (the "Class E Notes"), Definitive Rating
   Assigned Ba3 (sf)

   $11,000,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2026 (the "Class F Notes"), Definitive Rating
   Assigned B2 (sf)

Ratings Rationale

Moody's ratings of the Class A Notes, the Class B-1 Notes, the
Class B-2 Notes, the Class C Notes, the Class D Notes, the Class E
Notes, and the Class F Notes (collectively, the "Rated Notes")
address the expected losses posed to the holders of the Rated
Notes. The ratings reflect the risks due to defaults on the
underlying portfolio of loans, the transaction's legal structure,
and the characteristics of the underlying assets.

Babson CLO 2014-II is a managed cash flow CLO. The issued notes
will be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 92.5% of the portfolio
must be invested in senior secured loans and eligible investments
and up to 7.5% of the portfolio may consist of second lien loans
and unsecured loans. The underlying collateral pool is expected to
be approximately 65% ramped as of the closing date.

Babson Capital Management LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk obligations, 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 of $550,000,000

Diversity of 60

WARF of 2799

Weighted Average Spread of 3.70%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 47.5%

Weighted Average Life of 8.0 years

Methodology Underlying the Rating Action

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2799 to 3219)

Rating Impact in Rating Notches

Class A Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2799 to 3639)

Rating Impact in Rating Notches

Class A Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2

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

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


BAKER STREET II: Moody's Raises Rating on Class E Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Baker Street CLO II Ltd.:

$20,100,000 Class B Floating Rate Notes Due October 2019,
Upgraded to Aaa (sf); previously on August 31, 2012 Upgraded to
Aa1 (sf)

$21,000,000 Class C Floating Rate Deferrable Notes Due October
2019, Upgraded to Aa3 (sf); previously on August 31, 2012 Upgraded
to A2 (sf)

$15,900,000 Class D Floating Rate Deferrable Notes Due October
2019, Upgraded to Baa1 (sf); previously on August 31, 2012
Upgraded to Baa3 (sf)

$12,000,000 Class E Floating Rate Deferrable Notes Due October
2019 (current outstanding balance of $11,402,274.96), Upgraded to
Ba2 (sf); previously on August 31, 2012 Upgraded to Ba3 (sf)

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

$270,000,000 Class A-1 Floating Rate Notes Due October 2019
(current balance of $198,524,000), Affirmed Aaa (sf); previously
on August 17, 2011 Upgraded to Aaa (sf)

$30,000,000 Class A-2 Variable Funding Floating Rate Notes Due
October 2019 (current balance of $22,058,200), Affirmed Aaa (sf);
previously on August 17, 2011 Upgraded to Aaa (sf)

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

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since January 2014. The Class A-1 and
Class A-2 notes have been paid down by approximately 19.1% or
$52.0 million since then. Based on the trustee's September 2014
report, the over-collateralization (OC) ratios for the Class A/B,
Class C, Class D and Class E notes are reported at 126.23%,
116.10%, 109.45% and 105.13%, respectively, versus January 2014
levels of 121.86%, 113.70%, 108.21% and 104.59%, respectively.

In Moody's analysis, Moody's also considered a few scenarios to
assess the impact of the collateral manager's reinvesting strategy
given that some of the unscheduled principal proceeds and sales
proceeds from credit risk obligations have been reinvested since
the end of the reinvestment period.

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. [UPG Case only: 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% (1862)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +1

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2793)

Class A-1: 0

Class A-2: 0

Class B: -1

Class C: -3

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 $301.7 million, defaulted
par of $14.5 million, a weighted average default probability of
12.39% (implying a WARF of 2328), a weighted average recovery rate
upon default of 50.08%, a diversity score of 39 and a weighted
average spread of 2.70%.

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.


BATTALION CLO VI: Moody's Assigns (P)B3 Rating on Cl. E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by Battalion CLO VI Ltd."
Moody's rating action is as follows:

$290,800,000 Class A-1 Senior Secured Floating Rate Notes due
2026 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

$44,000,000 Class A-2 Senior Secured Floating Rate Notes due 2026
(the "Class A-2 Notes"), Assigned (P)Aa2 (sf)

$24,200,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class B Notes"), Assigned (P)A2 (sf)

$27,200,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class C Notes"), Assigned (P)Baa3 (sf)

$29,250,000 Class D Secured Deferrable Floating Rate Notes due
2026 (the "Class D Notes"), Assigned (P)Ba3 (sf)

$3,900,000 Class E Secured Deferrable Floating Rate Notes due
2026 (the "Class E Notes"), Assigned (P)B3 (sf)

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

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

Ratings Rationale

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

Battalion 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 95% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 5% of the portfolio may consist of second lien loans and
unsecured loans. Moody's expect the portfolio to be approximately
85% ramped as of the closing date.

Brigade 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 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: $450,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 46.0%

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 2800 to 3220)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -2

Class B Notes: -2

Class C Notes: -1

Class D Notes: 0

Class E Notes: 0

Percentage Change in WARF -- increase of 30% (from 2800 to 3640)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -3

Class B Notes: -3

Class C Notes: -2

Class D Notes: -1

Class E 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.


BENEFIT STREET IV: S&P Affirms 'BB' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Benefit
Street Partners CLO IV Ltd./Benefit Street Partners CLO IV LLC's
$460.75 million fixed- and floating-rate notes following the
transaction's effective date as of Aug. 8, 2014.

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

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

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

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, 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 noted.

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

RATINGS AFFIRMED

Benefit Street Partners CLO IV Ltd./Benefit Street Partners CLO IV
LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1A                       AAA (sf)                     275.00
A-1B                       AAA (sf)                      30.00
A-2A                       AA (sf)                       40.00
A-2B                       AA (sf)                       25.00
B                          A (sf)                        41.00
C                          BBB (sf)                      27.00
D                          BB (sf)                       27.75


BOMBARDIER CAPITAL: Moody's Cuts Rating on 2 Note Classes to Caa1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches backed by Manufactured Housing RMBS loans, issued by
miscellaneous issuers.

Issuer: Bombardier Capital Mortgage Securitization Corp 1999-A

A-2, Downgraded to Caa1 (sf); previously on Aug 7, 2014 Upgraded
to B1 (sf)

A-3, Downgraded to Caa1 (sf); previously on Aug 7, 2014 Upgraded
to B1 (sf)

Issuer: Green Tree Financial Corporation MH 1998-01

A-4, Downgraded to Baa1 (sf); previously on Aug 7, 2014 Upgraded
to A3 (sf)

Issuer: OMI Trust 2001-B

Cl. A-2, Downgraded to B1 (sf); previously on Aug 14, 2014
Upgraded to Ba1 (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. In addition, the actions reflect correction of a prior
error. The final legal maturities of the bonds were not considered
when the bonds were last reviewed in August 2014. The final legal
maturities have now been considered, and the rating actions
reflect this change.

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 6.1% in August 2014 from 7.2%
in August 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.


CARNOW AUTO 2013-1: S&P Affirms 'B' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes and affirmed its ratings on the class A, D, and E
notes from CarNow Auto Receivables Trust 2013-1.

The rating actions reflect the transaction's collateral
performance to date, S&P's views regarding future collateral
performance, the transaction's structure, available credit
enhancement, and S&P's analysis of existing loss coverage levels.
In addition, S&P considered secondary credit factors, such as
credit stability, payment priorities under certain scenarios,
S&P's economic forecast, and sector- and issuer-specific analysis.
Considering all of these factors, S&P believes the notes'
creditworthiness remains consistent with the raised and affirmed
ratings.

S&P affirmed the senior class 'AA (sf)' rating to reflect certain
limitations, which, when taken as a whole, S&P believes weigh
against a higher rating.

Since the transaction closed, the credit support has increased as
a percent of the amortizing pool balance.  Subordination, as a
percent of the current pool balance, for the higher classes has
increased due to the sequential pay structure.  This is in
addition to a non-amortizing reserve account, along with a higher
overcollateralization (O/C) percentage.  Cumulative lifetime
losses, though, are also increasing and projecting higher.  In
S&P's opinion, the total credit support as a percentage of the
amortizing pool balance, compared with our revised expected
remaining losses, is adequate for the raised and affirmed ratings
even with higher revised loss expectations.

Table 1:
Collateral Performance (%)
(As of the August 2014 distribution month)

                 Pool      60-plus day    Current
Series   Month   factor    delinquent     CNL
2013-1   14      46.58     2.61           17.41
CNL--Cumulative net loss expectations.

Table 2:
CNL Expectations (%)

              Initial          Revised
              lifetime         lifetime
Series        CNL exp.         CNL exp.
2013-1        21.75-22.25      26.50-27.50

CNL exp.--Cumulative net loss expectations.

CNART 2013-1 has as a sequential principal payment structure, with
credit enhancement consisting of O/C, a reserve account,
subordination for the higher classes, and excess spread.  Although
this transaction's reserve account amount is at its target non-
amortizing amount level, its O/C amount is currently below its
target level.

Table 3
Hard Credit Support (%)
(As of the August 2014 distribution month)

                                      Current
                     Total hard       total hard
                     credit support   credit support(i)
Series     Class     at issuance(i)   (% of current)
2013-1     A         40.30            76.49
2013-1     B         29.05            52.34
2013-1     C         19.15            31.09
2013-1     D         15.25            22.72
2013-1     E         10.75            13.06

(i) Consists of overcollateralization, a reserve account, and
     subordination for the higher tranches and excludes excess
     spread that can also provide additional enhancement.

"We also incorporated our cash flow analysis into our review,
which included current and historical performance to estimate
future performance.  Our various cash flow scenarios included
forward-looking stressed assumptions on recoveries, timing of
losses, and voluntary absolute prepayment speeds that we believe
are appropriate given each transaction's current performance.
Aside from our break-even cash flow analysis, we also conducted a
sensitivity analysis to determine the impact that higher levels of
losses, including that of a moderate ('BBB') stress scenario,
would have on our ratings if losses were to begin trending higher
than our revised base-case loss expectations.  Our results show
that the raised and affirmed ratings are consistent with our
rating stability criteria, which outline the outer bound of credit
deterioration for any given security under specific, hypothetical
stress scenarios.  The results demonstrated that all of the
classes from this transaction have adequate credit enhancement at
their respective raised and affirmed rating levels," S&P said.

S&P will continue to monitor the performance of this outstanding
transaction to ensure that the credit enhancement remains
sufficient, in S&P's view, to cover its revised cumulative net
loss expectations under its stress scenarios for each of the rated
classes.

RATINGS RAISED

CarNow Auto Receivables Trust 2013-1
               Rating
Class      To         From
B          AA- (sf)   A (sf)
C          A- (sf)    BBB (sf)

RATINGS AFFIRMED

CarNow Auto Receivables Trust 2013-1
Class      Rating
A          AA (sf)
D          BB (sf)
E          B (sf)


CARNOW AUTO 2014-1: S&P Assigns Prelim. B Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CarNow Auto Receivables Trust 2014-1's $154.87 million
automobile receivables-backed notes series 2014-1.

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

The preliminary ratings are based on information as of Sept. 15,
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 56.5%, 46.3%, 37.6%,
      34.0%, and 30.7% credit support for the class A, B, C, D,
      and E notes, respectively, based on stressed break-even cash
      flow scenarios (including excess spread).

   -- These credit support levels provide coverage of slightly
      more than 2.15x, 1.75x, 1.40x, 1.25x, and 1.10x S&P's
      expected net loss range of 25.75%-26.25% for the class A, B,
      C, D, and E notes, respectively.

   -- The timely interest and principal payments by S&P's assumed
      legal final maturity dates made under stressed cash flow
      modeling scenarios that are appropriate to the assigned
      preliminary ratings.

   -- S&P's expectation that under a moderate, or 'BBB', stress
      scenario, the ratings on the class A, B, C, and D notes
      would not decline by more than one rating category within
      the first year, and the ratings on the E notes would not
      decline by more than two categories (all else being equal)
      within the first year.  These potential rating movements are
      consistent with S&P's credit stability criteria, which
      outline the outer bound of credit deterioration equal to a
      one-category downgrade within the first year for 'AA', 'A',
      'BBB', and 'BB' rated securities, and a four-category
      downgrade within the first year for 'B' rated securities
      under moderate stress conditions.  Under the 'BBB' moderate
      stress, all else equal, the class D and E notes ultimately
      default.

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

   -- The collateral characteristics of the subprime pool being
      securitized: The pool is 11 months seasoned, and all of the
      loans have an original term of 58 months or less, which S&P
      expects will result in a faster pay down on the pool
      relative to many other subprime pools with longer loan terms
      and less seasoning.

   -- The transaction's payment and legal structures.

PRELIMINARY RATINGS ASSIGNED

CarNow Auto Receivables Trust 2014-1

Class    Rating       Type            Interest        Amount
                                      rate          (mil. $)
A        AA (sf)      Senior          Fixed            90.30
B        A (sf)       Subordinate     Fixed            24.80
C        BBB (sf)     Subordinate     Fixed            22.46
D        BB (sf)      Subordinate     Fixed             7.96
E        B (sf)       Subordinate     Fixed             9.35


CARLYLE GLOBAL 2014-1: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Carlyle
Global Market Strategies CLO 2014-1 Ltd./Carlyle Global Market
Strategies CLO 2014-1 LLC $652.50 million floating-rate notes
following the transaction's effective date as of Aug. 22,
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 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," said S&P.

"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," said S&P.

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 its 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 S&P's 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," said S&P.

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.

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our 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 we deem
necessary."

RATINGS AFFIRMED

Carlyle Global Market Strategies CLO 2014-1 Ltd./Carlyle Global
Market Strategies CLO 2014-1 LLC

Class                     Rating                   Amount
                                                 (mil. $)
X                         AAA (sf)                   5.00
A                         AAA (sf)                 448.00
B                         AA (sf)                   67.00
C (deferrable)            A (sf)                    64.00
D (deferrable)            BBB (sf)                  34.00
E (deferrable)            BB- (sf)                  34.50


CAVALRY CLO IV: S&P Assigns 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Cavalry
CLO IV Ltd./Cavalry CLO IV LLC's $369.000 million floating-rate
notes.

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

The ratings reflect:

   -- 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 consists
      primarily of broadly syndicated speculative-grade senior
      secured term loans.

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the 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 0.2386%-12.8177%.

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

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

RATINGS ASSIGNED

Cavalry CLO IV Ltd./Cavalry CLO IV LLC

Class                  Rating                    Amount
                                               (mil. $)
A loans                AAA (sf)                  50.000
A                      AAA (sf)                 204.000
B-1                    AA (sf)                   30.000
B-2                    AA (sf)                   18.000
C-1 (deferrable)       A (sf)                    18.000
C-2 (deferrable)       A (sf)                    10.000
D (deferrable)         BBB (sf)                  21.000
E (deferrable)         BB (sf)                   18.000
Subordinated notes     NR                        38.321

NR--Not rated.


CEDAR FUNDING IV: S&P Assigns 'BB' Rating to $17MM Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Cedar Funding IV CLO Ltd./Cedar Funding IV CLO LLC's
$417.50 million fixed- and floating-rate notes.

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

The preliminary ratings are based on information as of Sept. 16,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

-- The 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), 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 (see "Update To
    Global Methodologies And Assumptions For Corporate Cash Flow
    And Synthetic CDOs," published Sept. 17, 2009).

-- 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.

-- S&P's projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which it
    assessed using its cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest rate scenarios, including LIBOR ranging from
    0.260%-13.839%.

-- 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.

PRELIMINARY RATINGS ASSIGNED

Cedar Funding IV CLO Ltd./Cedar Funding IV CLO LLC

Class                    Rating                  Amount
                                               (mil. $)
A-1                      AAA (sf)                224.00
A-F                      AAA (sf)                 62.00
B-1                      AA (sf)                  31.00
B-F                      AA (sf)                  32.00
C (deferrable)           A (sf)                   28.50
D (deferrable)           BBB (sf)                 23.00
E (deferrable)           BB (sf)                  17.00
Subordinated notes       NR                       43.35

NR--Not rated.


CEDARWOODS CRE: Moody's Lowers Rating on 2 Note Classes to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
following notes issued by Cedarwoods CRE CDO Ltd.:

Cl. D, Downgraded to Ca (sf); previously on Oct 2, 2013 Affirmed
Caa3 (sf)

Cl. E, Downgraded to C (sf); previously on Oct 2, 2013 Affirmed
Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Oct 2, 2013 Affirmed
Caa3 (sf)

Moody's Investors Service has also affirmed the ratings on the
following notes issued by Cedarwoods CRE CDO Ltd.:

Cl. A-1, Affirmed B1 (sf); previously on Oct 2, 2013 Affirmed B1
(sf)

Cl. A-2, Affirmed Caa1 (sf); previously on Oct 2, 2013 Affirmed
Caa1 (sf)

Cl. A-3, Affirmed Caa2 (sf); previously on Oct 2, 2013 Affirmed
Caa2 (sf)

Cl. B, Affirmed Caa3 (sf); previously on Oct 2, 2013 Affirmed Caa3
(sf)

Cl. C, Affirmed Caa3 (sf); previously on Oct 2, 2013 Affirmed Caa3
(sf)

Ratings Rationale

Moody's has downgraded the ratings of three classes of notes due
to a material increase in under-collateralization which is more
than offsetting the improvement in the WARF of the remaining asset
pool. Moody's has also affirmed the ratings 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 (CRE CDO and Re-REMIC) transactions.

Cedarwoods CRE CDO is a cash CRE CDO transaction, whose
reinvestment period ended in July 2011. The transaction is backed
by a portfolio of: i) commercial mortgage backed securities (CMBS)
(73.8% of the pool balance); ii) CRE CDO securities (18.3%); iii)
real estate investment trust (REIT) debt (6.9%); and iv) asset
backed securities (ABS) (0.9%). As of the August 25, 2014 payment
date, the aggregate note balance of the transaction, including
income notes, has decreased to $318.4 million from $400 million at
issuance, as a result of the principal paydown directed to the
senior most outstanding class of notes. The paydown was the result
of the combination of regular amortization and the failing of
certain par value tests.

As of the August 25, 2014 payment date, the par balance of the
collateral, including defaulted securities, is $293.6 million,
which represents an under-collateralization of $24.8 million. It
equals to the sum of 8% of Class D, 100% of Class E, 100% of Class
F, and 100% of income notes combined. As of last review, the
transaction was over-collateralized by $6.6 million.

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 4154,
compared to 4703 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 1.9% compared to 0.6% at last
review; A1-A3 and 9.9% compare to 8.2% at last review; Baa1-Baa3
and 10.7% compared to 7.7% at last review; Ba1-Ba3 and 12.1%
compared to 15.1% at last review; B1-B3 and 22.9% compared to
20.0% at last review; and Caa1-Ca/C and 42.5% compared to 48.4% at
last review.

Moody's modeled a WAL of 2.6 years, compared to 3.2 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 6.0%, compared to 11.7% at last
review.

Moody's modeled a MAC of 12.7%, compared to 10.7% 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 to 0% would result in modeled rating movement on the rated
notes of zero to one notch 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.


CIFC FUNDING 2007-II: Moody's Affirms Ba3 Rating on Cl. D Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by CIFC Funding 2007-II, Ltd.:

$56,500,000 Class A-2 Senior Secured Floating Rate Notes due
April 2021, Upgraded to Aaa (sf); previously on April 16, 2014
Upgraded to Aa1 (sf);

$35,000,000 Class B Senior Secured Deferrable Floating Rate Notes
due April 2021, Upgraded to Aa3 (sf); previously on April 16, 2014
Upgraded to A2 (sf);

$28,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due April 2021, Upgraded to Baa2 (sf); previously on April 16,
2014 Affirmed Baa3 (sf).

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

$236,000,000 Class A-1-S Senior Secured Floating Rate Notes due
April 2021 (current outstanding balance of $196,429,687.93),
Affirmed Aaa (sf); previously on April 16, 2014 Affirmed Aaa (sf);

$100,000,000 Class A-1-R Senior Secured Variable Funding Notes
due April 2021 (current outstanding balance of $83,232,918.62),
Affirmed Aaa (sf); previously on April 16, 2014 Affirmed Aaa (sf);

$84,000,000 Class A-1-J Senior Secured Floating Rate Notes due
April 2021, Affirmed Aaa (sf); previously on April 16, 2014
Affirmed Aaa (sf);

$24,000,000 Class D Secured Deferrable Floating Rate Notes due
April 2021, Affirmed Ba3 (sf); previously on April 16, 2014
Downgraded to Ba3 (sf).

CIFC Funding 2007-II, 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 2014.

Ratings Rationale

The rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since the last rating action in April
2014. The Class A-1-S and A-1-R notes have paid down by
approximately 17% or $56 million since April 2014. Based on the
trustee's August 2014 report, the over-collateralization (OC)
ratios for the Class A, Class B, Class C and Class D notes are
reported at 127.22%, 117.43%, 110.63% and 105.39%, respectively,
versus March 2014 levels of 123.40%, 114.96%, 108.99% and 104.35%,
respectively.

The deal has also benefited from an improvement in the credit
quality of the portfolio since April 2014. Based on Moody's
calculations, the weighted average rating factor is currently 2671
compared to 2825 in April 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2167)

Class A-1-S: 0

Class A-1-R: 0

Class A-1-J: 0

Class A-2: 0

Class B: +3

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (3205)

Class A-1-S: 0

Class A-1-R: 0

Class A-1-J: 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 $533.9 million, defaulted
par of $1.6 million, a weighted average default probability of
18.35% (implying a WARF of 2671), a weighted average recovery rate
upon default of 49.63%, a diversity score of 79 and a weighted
average spread of 3.31%.

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


COMM 2013-CCRE11: Fitch Affirms 'Bsf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of Deutsche Bank Securities,
Inc.'s COMM 2013-CCRE11 commercial mortgage pass-through
certificates, series 2013-CCRE11.

Key Rating Drivers

The affirmations are based on the stable performance of the
underlying collateral pool.  The pool has had no delinquent or
specially serviced loans since issuance.  The pool's aggregate
principal balance has been reduced by 0.3% to $1.265 billion from
$1.27 billion at issuance.  There are eight loans on the servicer
watchlist due to low debt service coverage ratios; the year-end
(YE) 2013 cash flow for these loans is not reflective of the
underwritten figure at issuance due to rent concessions and/or
leases in occupancy for less than a full year.

The largest watchlist loan (2.7% of the pool) is the Parkview
Tower loan, a 220,910 square foot (sf), 10-story, suburban office
tower located within the Valley Forge Casino Resort complex in
King of Prussia, PA, approximately 20 miles northwest of the
Philadelphia CBD.  YE 2013 net operating income (NOI) and the
resultant NOI debt service coverage ratio (DSCR) at 0.95x was
lower than origination due to rental concessions and newly signed
leases in 2013.  Occupancy as of YE 2013 was 93%.  Fitch
anticipates that YE 2014 NOI will improve over YE 2013.

The 10th largest loan (3.3% of the pool), The Vintage Estate, is
secured by a mixed-use property consisting of two luxury full-
service hotels and a high-end retail property located in
Yountville, CA within the Napa Valley region.  The area was
recently impacted by a 6.0 magnitude earthquake; however, the
servicer has confirmed that the subject sustained only minor
damage.  Repairs will be covered under general
repairs/maintenance.

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:

   -- $38 million class A-1 at 'AAAsf', Outlook Stable;
   -- $90 million class A-2 at 'AAAsf', Outlook Stable;
   -- $70.3 million class A-SB at 'AAAsf', Outlook Stable;
   -- $275 million class A-3 at 'AAAsf', Outlook Stable;
   -- $411.3 million class A-4 at 'AAAsf', Outlook Stable;
   -- $998,815,786* class X-A 'AAAsf'; Outlook Stable;
   -- $186,130,000* class X-B 'BBB-sf'; Outlook Stable;
   -- $114.3 million class A-M at 'AAAsf', Outlook Stable;
   -- $76.2 million class B at 'AA-sf', Outlook Stable;
   -- $46 million class C at 'A-sf', Outlook Stable;
   -- $63.9 million class D at 'BBB-sf', Outlook Stable;
   -- $20.2 million class E at 'BBsf', Outlook Stable;
   -- $17.5 million class F at 'Bsf', Outlook Stable.

*Notional amount and interest only.

Fitch does not rate the class G or interest-only class X-C
certificates.


COMM 2014-LC17: Fitch to Rate $12.36MM Class F Notes 'B-sf'
-----------------------------------------------------------
Fitch Ratings has issued a presale report on Deutsche Bank
Securities, Inc.'s COMM 2014-LC17 Commercial Mortgage Trust Pass-
Through Certificates.

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

   -- $54,856,000 class A-1 'AAAsf'; Outlook Stable;
   -- $227,433,000 class A-2 'AAAsf'; Outlook Stable;
   -- $96,726,000 class A-SB 'AAAsf'; Outlook Stable;
   -- $34,183,000 class A-3 'AAAsf'; Outlook Stable;
   -- $190,000,000 class A-4 'AAAsf'; Outlook Stable;
   -- $261,974,000 class A-5 'AAAsf'; Outlook Stable;
   -- $947,054,000a class X-A 'AAAsf'; Outlook Stable;
   -- $81,882,000b class A-M 'AAAsf'; Outlook Stable;
   -- $57,164,000b class B 'AAsf'; Outlook Stable;
   -- $183,849,000b class PEZ 'Asf'; Outlook Stable;
   -- $44,803,000b class C 'Asf'; Outlook Stable;
   -- $101,967,000a,c class X-B 'Asf'; Outlook Stable;
   -- $91,152,000a,c class X-C 'BBB-sf'; Outlook Stable;
   -- $29,354,000a,c class X-D 'BB-sf'; Outlook Stable;
   -- $12,360,000a,c class X-E 'B-sf'; Outlook Stable;
   -- $91,152,000c class D 'BBB-sf'; Outlook Stable;
   -- $29,354,000c class E 'BB-sf'; Outlook Stable;
   -- $12,360,000c class F 'B-sf'; Outlook Stable.

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

The expected ratings are based on information provided by the
issuer as of Sept. 15, 2014.  Fitch does not expect to rate the
$16,994,000 interest-only class X-F, the $37,079,695 interest-only
class X-G, the $16,994,000 class G, or the $37,079,695 class H
certificates.

The certificates represent the beneficial ownership interest in
the trust, primary assets of which are 71 loans secured by 207
commercial properties having an aggregate principal balance of
approximately $1.24 billion, as of the cutoff date.  The loans
were contributed to the trust by Cantor Commercial Real Estate
Lending, L.P., German American Capital Corporation, Ladder Capital
Finance LLC, Natixis Real Estate Capital LLC, and Silverpeak Real
Estate Finance LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 65.0% of the properties
by balance, cash flow analysis of 72.4%, and asset summary reviews
on 75.1% of the pool.

KEY RATING DRIVERS

High Fitch Leverage: The transaction has higher leverage than
other recent Fitch-rated fixed-rate multiborrower deals.  The
pool's Fitch DSCR and LTV of 1.17x and 107.9%, respectively, are
worse than the 2013 and first-half 2014 averages of 1.29x and
101.6% and 1.19x and 105.6%, respectively.

Less Concentrated Pool: The loan concentration is lower than that
of other recent transactions.  The three largest loans represent
26.7% of the pool, and the top 10 loans represent 47.6%.  The
average top 10 concentrations for 2013 and first-half 2014 were
54.5% and 52.5%, respectively.

Increased Percentage of Interest-Only Loans.  The pool has an
above-average concentration of full-term interest-only loans,
which represent 26.5% of the total pool balance.  This level is
higher than the 2013 and first-half 2014 averages of 18.3% and
17.1%, respectively.  Partial IO loans represent 32.9% of the
total pool balance.  The pool is scheduled to amortize
approximately 13.6% prior to maturity.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 12.8% below
the most recent net operating income (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 COMM 2014-LC17 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 servicer will be Wells Fargo Bank, National
Association, rated 'CMS1-' by Fitch.  The special servicer will be
LNR Partners, LLC, rated 'CSS1-'.


COMM 2014-PAT: S&P Assigns Prelim. 'BB-sf' Rating on Class E Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2014-PAT Mortgage Trust's $425 million commercial
mortgage pass-through certificates series 2014-PAT.

The certificate issuance is a commercial mortgage-backed
securities transaction backed by the fee interest in Park Avenue
Tower, comprising 586,926 sq. ft. of class A office space in
Midtown Manhattan.

The preliminary ratings are based on information as of Sept. 16,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of the collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

COMM 2014-PAT Mortgage Trust

Class       Rating                Amount ($)
A           AAA (sf)             175,055,000
B           AA- (sf)              41,189,000
C           A- (sf)               30,892,000
D           BBB- (sf)             37,894,000
E           BB- (sf)              51,486,000
F           NR                    63,482,000
G           NR                    25,002,000

NR--Not rated.


CONCORD REAL 2006-1: Moody's Hikes Rating on Cl. F Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Concord Real Estate CDO 2006-1, Ltd.:

Cl. A-2, Upgraded to Aa3 (sf); previously on Sep 18, 2013 Affirmed
Baa3 (sf)

Cl. B, Upgraded to A3 (sf); previously on Sep 18, 2013 Affirmed
Ba3 (sf)

Cl. C, Upgraded to Baa3 (sf); previously on Sep 18, 2013 Affirmed
B2 (sf)

Cl. D, Upgraded to B1 (sf); previously on Sep 18, 2013 Affirmed
Caa1 (sf)

Cl. E, Upgraded to B2 (sf); previously on Sep 18, 2013 Affirmed
Caa2 (sf)

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

Ratings Rationale

Moody's has upgraded the ratings on the transaction due to to
unexpected material pre-payments of high credit risk collateral
combined with improvements to the credit metrics of the remaining
collateral pool. The senior most outstanding class of notes has
received $109.4 million (approximately 54.1% of the initial note
balance) in amortization since the last review.The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO CLO) transactions.

Concord Real Estate CDO 2006-1 is a static transaction whose
reinvestment period ended in December 2011. The transaction is
wholly backed by a portfolio of: i) CMBS (22.7% of the collateral
pool balance); ii) CRE CDO & Re-Remic securities (5.2%); iii) rake
bonds (4.8%); iv) whole loans (16.6%); v) b-notes (34.5%); and vi)
mezzanine interests (16.2%). As of the trustee's August 19, 2014
report, the aggregate note balance of the transaction, including
preferred shares, is $165.8 million, compared to $276.8 million at
last review with the paydown directed to the senior most
outstanding class of notes.

Prior to last review, there were junior note cancellations which
affected Classes C through H. 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, the
junior note cancellations did not cause, in and of itself, a
downgrade or upgrade of any of the outstanding classes of notes in
the current review.

The pool contains five assets totaling $47.9 million (22.4% of the
collateral pool balance) that are listed as defaulted securities
as of the trustee's August 19, 2014 report. Three of these assets
(19.4% of the defaulted balance) are CMBS, one asset is CRE CDO &
Re-Remic (23.2%), and one asset is a commercial real estate b-note
(57.4%). While there have been limited realized losses on the
underlying collateral to date, Moody's does expect significant
losses to occur on the defaulted securities.

Moody's has identified the following 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
4630, compared to 4724 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 (5.4%, compared to 7.1% at last
review); A1-A3 (1.8%, compared to 2.4% at last review); Baa1-Baa3
(8.2%, compared to 5.4% at last review); Ba1-Ba3 (10.0%, compared
to 14.4% at last review); B1-B3 (24.1%, compared to 15.0% at last
review); Caa1-Ca/C (50.6%, compared to 55.6% at last review).

Moody's modeled a WAL of 2.5 years, compared to 2.7 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 21.1%, compared to 26.3% at last
review.

Moody's modeled a MAC of 21.2%, compared to 11.0% 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 four notches downward
(e.g., one notch downward 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 four 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.


CORNERSTONE CLO: Moody's Affirms 'B1' Rating on Class D Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Cornerstone CLO Ltd.:

$34,500,000 Class A-2 Senior Secured Floating Rate Notes due
2021, Upgraded to Aa1 (sf); previously on May 19, 2014 Upgraded to
Aa2 (sf)

$34,000,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2021, Upgraded to A3 (sf); previously on May 19, 2014 Affirmed
Baa1 (sf)

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

$462,500,000 Class A-1-S Senior Secured Floating Rate Notes due
2021, Affirmed Aaa (sf); previously on May 19, 2014 Affirmed Aaa
(sf)

$51,500,000 Class A-1-J Senior Secured Floating Rate Notes due
2021, Affirmed Aaa (sf); previously on May 19, 2014 Upgraded to
Aaa (sf)

$24,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2021, Affirmed Ba1 (sf); previously on May 19, 2014 Affirmed
Ba1 (sf)

$21,500,000 Class D Secured Deferrable Floating Rate Notes due
2021, Affirmed B1 (sf); previously on May 19, 2014 Affirmed B1
(sf)

Cornerstone CLO Ltd., issued in July 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in July
2014.

Ratings Rationale

These rating actions are primarily due to the improvement in
weighted average recovery rate. Based on Moody's calculation, the
weighted average recovery rate of the portfolio is currently 51.6%
compared to 50.7% in May 2014. The actions also reflect the
moderate improvement in overcollateralization (OC) levels. Based
on the August 2014 trustee report, the Class A, B, C and D
overcollateralization ratios are 118.0%, 111.1%, 106.7% and
103.1%, respectively, compared to April 2014 levels of 117.3%,
110.5%, 106.1% and 102.5%, respectively. Moody's also used a lower
WARF assumption due to the fact that the deal has passed its'
reinvestment period. Moody's used a WARF of 2498 compared to 2685
used in May 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will 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% (1998)

Class A-1-S: 0

Class A-1-J: 0

Class A-2: +1

Class B: +2

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (2998)

Class A-1-S: 0

Class A-1-J: 0

Class A-2: -3

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 $647.1 million, defaulted
par of $0.7 million, a weighted average default probability of
14.67% (implying a WARF of 2498), a weighted average recovery rate
upon default of 51.6%, a diversity score of 48 and a weighted
average spread of 3.13%.

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


CPS AUTO 2014-C: S&P Assigns 'B+' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect:

   -- The availability of approximately 45.2%, 37.0%, 29.9%,
      26.4%, and 24.6% 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 its 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 rating on the class A
      notes will not decline by more than one rating category
      during the first year, and the 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 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 rated
      notes under S&P's stressed cash flow modeling scenarios,
      which it believes is appropriate for the assigned ratings.

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

RATINGS ASSIGNED

CPS Auto Receivables Trust 2014-C

Class      Rating       Type            Interest        Amount
                                        rate          (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


CREDIT SUISSE 2007-C1: Moody's Affirms C Rating on 3 Certs
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of
Credit Suisse Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2007-C1 as follows:

Cl. A-AB, Affirmed Aaa (sf); previously on Dec 13, 2013 Affirmed
Aaa (sf)

Cl. A-1-A, Affirmed Baa1 (sf); previously on Dec 13, 2013 Affirmed
Baa1 (sf)

Cl. A-3, Affirmed Baa1 (sf); previously on Dec 13, 2013 Affirmed
Baa1 (sf)

Cl. A-M, Affirmed B3 (sf); previously on Dec 13, 2013 Affirmed B3
(sf)

Cl. A-MFL, Affirmed B3 (sf); previously on Dec 13, 2013 Affirmed
B3 (sf)

Cl. A-J, Affirmed Caa2 (sf); previously on Dec 13, 2013 Affirmed
Caa2 (sf)

Cl. B, Affirmed Caa3 (sf); previously on Dec 13, 2013 Affirmed
Caa3 (sf)

Cl. C, Affirmed Ca (sf); previously on Dec 13, 2013 Affirmed Ca
(sf)

Cl. D, Affirmed C (sf); previously on Dec 13, 2013 Affirmed C (sf)

Cl. E, Affirmed C (sf); previously on Dec 13, 2013 Affirmed C (sf)

Cl. F, Affirmed C (sf); previously on Dec 13, 2013 Affirmed C (sf)

Cl. A-X, Affirmed B2 (sf); previously on Dec 13, 2013 Affirmed B2
(sf)

Ratings Rationale

The ratings on P&I Classes A-AB, A-1-A, A-3, A-M and A-MFL 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 P&I Classes A-J, B, C, D, E and F were affirmed
because the ratings are consistent with Moody's expected loss.

The rating on the IO class was affirmed because the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes are consistent with Moody's expectations.

Moody's rating action reflects a base expected loss of 14.7% of
the current balance, compared to 16.3% at Moody's last review.
Moody's base expected loss plus realized losses is now 18.2% of
the original pooled balance, compared to 19.0% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 45, compared to 49 at Moody's last review.

Deal Performance

As of the August 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $2.4 billion
from $3.4 billion at securitization. The certificates are
collateralized by 186 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans constituting 40%
of the pool. Two loans, constituting less than 1% of the pool,
have defeased and are secured by US government securities.

Sixty-six loans, constituting 28% 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.

Seventy-eight loans have been liquidated from the pool, resulting
in an aggregate realized loss of $263 million (for an average loss
severity of 55%). Fifteen loans, constituting 7% of the pool, are
currently in special servicing. The largest specially serviced
loan is the The Shoreham Hotel ($33.9 million -- 1.4% of the
pool), which is secured by a 177-key full service hotel located in
Midtown Manhattan. The loan transferred to special servicing in
June 2014 due to imminent default.

The remaining fourteen specially serviced loans are secured by a
mix of property types. Moody's estimates an aggregate $67.8
million loss for the specially serviced loans (44% expected loss
on average).

Moody's has assumed a high default probability for thirty-six
poorly performing loans, constituting 21% of the pool, and has
estimated an aggregate loss of $223.5 million (a 45% expected loss
based on a 66% probability default) from these troubled loans.

Moody's received full year 2012 operating results for 86% of the
pool, and full year 2013 operating results for 92%. Moody's
weighted average conduit LTV is 105%, compared to 109% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 4% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.42X and 0.99X,
respectively, compared to 1.41X and 0.95X 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 17% of the pool balance. The
largest loan is the Savoy Park Loan ($210 million -- 6.7% of the
pool), which is secured by seven adjacent apartment buildings
totaling 1,802 units located in the Harlem neighborhood of New
York City. At securitization, the borrower's plan was to increase
property value through a comprehensive renovation program and the
deregulation of rent-stabilized units. In 2012, the loan was in
special servicing due to imminent default. The loan was modified
in June 2012, and returned to the Master Servicer in April 2013.
Under the modification the loan was split into a $160.0 million A
note and a $50.0 million B note which is held within the trust.
Interest will accrue at 4.0% for the first two years, 5.0% for the
third year and 6.136% starting in year four. The maturity date was
also extended to December 2017. The properties are 95% leased as
of December 2013. Moody's current LTV and stressed DSCR on the A-
note are 100% and 0.86X, respectively, the same as at last review.

The second largest loan is the HGA Portfolio Loan ($123.3 million
-- 5.1% of the pool), which is secured by an 11 multifamily
community portfolio throughout Maryland and Texas with a combined
4,102 units. As of September 2013, portfolio occupancy was 95%
compared to 93% at last review. Moody's LTV and stressed DSCR are
110% and 0.86X, respectively, compared to 126% and 0.75X at last
review.

The third largest loan is the Koger Center Loan ($115.5 million --
4.8% of the pool). The loan is secured by an 868,000 SF office
property located in Tallahassee, Florida. The loan was in Special
Servicing at last review due to imminent default, but transferred
back to the Master Servicer in April 2013. The largest tenant is
The State of Florida Department of Management Services (70% of the
Net Rentable Area (NRA)) and has a scheduled lease expiration of
October 2019. The properties were 90% leased as of December 2013,
compared to 87% at last review. Moody's current LTV and stressed
DSCR are 124% and 0.79X, respectively.


CRYSTAL RIVER 2006-1: Moody's Affirms C Rating on 9 Note Classes
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the
following notes issued by Crystal River Resecuritization 2006-1
Ltd.:

Cl. A, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. B, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

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

Cl. D, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. E, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. F, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. G, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. J, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Cl. K, Affirmed C (sf); previously on Nov 12, 2013 Affirmed C (sf)

Ratings Rationale

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 and
ReRemic) transactions.

Crystal River Resecuritization 2006-1 Ltd. is a cash transaction
backed by a portfolio of commercial mortgage backed securities
(CMBS) (100.0% of the pool balance. As of the August 22, 2014
trustee report, the aggregate note balance of the transaction,
including preferred shares, has decreased to $388.4 million from
$390.3 million at issuance.

The pool contains 20 assets totaling $107.9 million (90.2% of the
collateral pool balance) that are listed as defaulted securities
as of the August 22, 2014 trustee report. While there have been
limited losses on the underlying collateral to date, Moody's does
expect significant losses to occur on the defaulted securities.

Moody's has identified the following 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 9,361
compared to 9,599 at last review. The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: B1-B3 (0.6% compared to 0.4% at last
review), and Caa1-Ca/C (99.4% compared to 99.6% at last review).

Moody's modeled a WAL of 5.0 years compared to 6.1 years at last
review. The WAL is based on assumptions about extensions on the
loans within the underlying collateral.

Moody's modeled a fixed WARR of 0.0%, compared to 0.2% at last
review.

Moody's modeled a MAC of 0.0%, 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 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. However, in light of the performance indicators noted
above, Moody's believes that it is unlikely that the ratings
announced are sensitive to further change.

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.


CSFB 2001-MH29: Moody's Raises Rating on Class M-2 Notes to B1
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of a tranche
issued from CSFB 2001-MH29 and backed by Manufactured Housing RMBS
loans.

Complete rating actions are as follows:

Issuer: CSFB ABS Trust Manufactured Housing Pass-Through
Certificates 2001-MH29

Cl. M-2, Upgraded to B1 (sf); previously on Oct 15, 2013 Upgraded
to B3 (sf)

Ratings Rationale

The rating action is a result of the recent performance of the
underlying pool and reflects Moody's updated loss expectations on
the pool. The rating upgraded is primarily due to the build-up in
credit enhancement. Performance has remained generally stable from
Moody's last review.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.1% in August 2014 from 7.2%
in August 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.Housing prices
are another key driver of US RMBS performance. Moody's expects
housing 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.


CSFB MORTGAGE 2004-C5: Moody's Lowers Rating on Cl. K Certs. to C
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on ten classes,
upgraded the ratings on four classes and downgraded the rating on
one class of CSFB Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C5 as follows:

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

Cl. A-4, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed Aaa
(sf)

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

Cl. B, Upgraded to Aaa (sf); previously on Oct 3, 2013 Upgraded to
Aa3 (sf)

Cl. C, Upgraded to Aa3 (sf); previously on Oct 3, 2013 Upgraded to
A2 (sf)

Cl. D, Upgraded to A2 (sf); previously on Oct 3, 2013 Upgraded to
Baa1 (sf)

Cl. E, Upgraded to Baa2 (sf); previously on Oct 3, 2013 Upgraded
to Ba1 (sf)

Cl. F, Affirmed Ba3 (sf); previously on Oct 3, 2013 Upgraded to
Ba3 (sf)

Cl. G, Affirmed B3 (sf); previously on Oct 3, 2013 Affirmed B3
(sf)

Cl. H, Affirmed Caa2 (sf); previously on Oct 3, 2013 Affirmed Caa2
(sf)

Cl. J, Affirmed Caa3 (sf); previously on Oct 3, 2013 Affirmed Caa3
(sf)

Cl. K, Downgraded to C (sf); previously on Oct 3, 2013 Affirmed Ca
(sf)

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

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

Cl. A-X, Affirmed Ba3 (sf); previously on Oct 3, 2013 Affirmed Ba3
(sf)

Ratings Rationale

The ratings on three investment grade 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 six below investment grade P&I
classes were affirmed because the ratings are consistent with
Moody's expected loss. The rating on the IO class was affirmed
based on the credit performance (or the weighted average rating
factor or WARF) of the referenced classes.

The ratings on the P&I classes were upgraded primarily due to an
increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the payoff
of loans approaching maturity that are well positioned for
refinance. The pool has paid down by 34% since Moody's last
review. In addition, loans constituting 27% of the pool that have
debt yields exceeding 10.0% are scheduled to mature within the
next six months.

The rating on the P&I class was downgraded due to realized and
anticipated losses from specially serviced and troubled loans that
were higher than Moody's had previously expected.

Moody's rating action reflects a base expected loss of 7.7% of the
current balance, compared to 3.8% at Moody's last review. Moody's
base expected loss plus realized losses is now 5.5% of the
original pooled balance, compared to 4.3% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 33, compared to 62 at Moody's last review.

Deal Performance

As of the August 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 55% to $843 million
from $1.9 billion at securitization. The certificates are
collateralized by 94 mortgage loans ranging in size from less than
1% to 34% of the pool, with the top ten loans constituting 23% of
the pool. Fifteen loans, constituting 47% of the pool, have
defeased and are secured by US government securities.

Forty-seven loans, constituting 30% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twenty-seven loans have been liquidated from the pool, resulting
in an aggregate realized loss of $37 million (for an average loss
severity of 32%). Five loans, constituting 9% of the pool, are
currently in special servicing. The largest specially serviced
loan is the AT&T Consumer Services Headquarters Loan ($43.2
million -- 5% of the pool), which is secured by a Class A office
building located in Morris Township, New Jersey. The property was
fully leased to AT&T until they vacated upon their lease
expiration in August 2014. AT&T had been in the building since it
was built in 1979 and renewed its lease multiple times but had no
remaining options to extend the lease. The loan subsequently
transferred to special servicing due to imminent default. The loan
was interest only until its anticipated repayment date (ARD) of
October 2009 at which point the interest rate increased from 5.35%
to 7.35%. The loan began to amortize and all excess cash flow is
applied to reduce the outstanding principal balance. Since the ARD
date, the loan has amortized 26%. The final scheduled maturity
date is in October 2034.

The second largest specially serviced loan is the City Centre
Place ($18.1 million -- 2% of the pool), which is secured by
103,000 square foot (SF) class A office building located in Las
Vegas, Nevada. The loan transferred to special servicing in August
2012 and became REO in June 2013. The property is currently 51%
leased . The special servicer is working to stabilize the property
prior to sale.

The third largest specially serviced loan is the Indian Wells
Apartments Loan ($6.1 million -- 1% of the pool), which is secured
by a 176 unit multifamily property located in Apache Junction,
Arizona. The loan transferred to special servicing in April 2012
and became REO in February 2013. The property was 87% leased as of
July 2014.

The remaining two specially serviced loans are secured by an
office and retail property. Moody's estimates an aggregate $48.4
million loss for specially serviced loans (65% expected loss on
average).

Moody's has assumed a high default probability for six poorly
performing loans, constituting 5.4% of the pool, and has estimated
an aggregate loss of $9.1 million (a 20% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 99% of the
pool. Moody's weighted average conduit LTV is 85%, compared to 89%
at Moody's last review. Moody's conduit component excludes loans
with credit assessments, defeased and CTL loans, and specially
serviced and troubled loans. Moody's net cash flow (NCF) reflects
a weighted average haircut of 11% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.34X and 1.24X,
respectively, compared to 1.38X and 1.20X 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 7% of the pool balance. The
largest loan is the Shoppes of Paradise Isle Shopping Center Loan
($23.9 million -- 3% of the pool), which is secured by an anchored
retail center located in Destin, Florida. The anchor tenants
include Best Buy, Big Lots, Office Depot, Michaels and PetSmart.
The property was 88% leased as of December 2013. The loan matures
in December 2014. Moody's LTV and stressed DSCR are 95% and 1.08X,
respectively, compared to 99% and 1.04X at the last review.

The second largest loan is the Valwood Industrial Portfolio Loan
($21.1 million -- 3% of the pool), which consists of two cross-
collateralized and cross-defaulted loans that are secured by a
portfolio of four industrial properties located in Carrollton,
Texas. The combined portfolio was 94% leased as of July 2014,
however, a major tenant leasing 26% of the total net rentable area
(NRA) is vacating upon their lease expiration at the end of the
year. Moody's LTV and stressed DSCR are 128% and 0.76X,
respectively, compared to 111% and 0.88X at the last review.

The third largest loan is the Spinnaker Court Apartments Loan
($15.5 million -- 2% of the pool), which is secured by a 534 unit
multifamily property located in Indianapolis, Indiana. The
property was 94% leased as of June 2014. The loan matures in
October 2014. Moody's LTV and stressed DSCR are 89% and 1.04X,
respectively, the same as at last review.


CSMC TRUST 2014-USA: S&P Assigns Prelim B-sf Rating on Cl. F Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CSMC Trust 2014-USA's $1.4 billion commercial mortgage
pass-through certificates series 2014-USA.

The certificate issuance is a commercial mortgage-backed
securities transaction backed by a $1.4 billion commercial
mortgage loan secured by the fee interest in 2.6 million sq. ft.
of the Mall of America, a 2.8-million-sq.-ft. super regional mall
located in Bloomington, Minn.

The preliminary ratings are based on information as of Sept. 16,
2014. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of the collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

CSMC Trust 2014-USA

Class           Rating(i)                   Amount
                                          (mil. $)
A-1             AAA (sf)                    134.80
A-2             AAA (sf)                    531.70
X-1             AAA (sf)                    666.50(ii)
X-2             B- (sf)                     733.50(ii)
B               AA- (sf)                    136.40
C               A- (sf)                      94.50
D               BBB- (sf)                   153.95
E               BB- (sf)                    180.15
F               B- (sf)                     168.50

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


FOOTHILL CLO I: S&P Raises Class E Notes Rating From BB+(sf)
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Foothill CLO I Ltd., a collateralized loan
obligation (CLO) transaction, and removed them from CreditWatch,
where they were placed with positive implications on Aug. 29,
2014. At the same time, S&P affirmed its rating on the class A
notes.

The transaction's reinvestment period ended in February 2014 and
it is currently in the amortization period. The upgrades reflect
the $133.19 million in paydowns to the class A notes, which led to
increased overcollateralization (O/C) ratios for each outstanding
class. According to the August 2014 trustee report, the deal also
benefits from having only two assets in the 'CCC' and 'D'
categories, which represent less than 1% of the total collateral
pool.

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

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

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Foothill CLO I Ltd.

                                Cash flow
          Previous              implied   Cash flow  Final
Class     rating                rating    cushion(i) rating
A         AAA (sf)              AAA (sf)  29.51%     AAA (sf)
B         AA+ (sf)/Watch Pos    AAA (sf)  14.79%     AAA (sf)
C         A+ (sf)/Watch Pos     AAA (sf)  1.11%      AAA (sf)
D         BBB+ (sf)/Watch Pos   AA- (sf)  3.25%      AA- (sf)
E         BB+ (sf)/Watch Pos    A (sf)    0.29%      A- (sf)
Type I Q  BBB+p (sf)/Watch Pos  AA+p (sf) 8.13%      AA+p (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                      March 2012         August 2014
                              Notional balance (mil. $)
A                              355.16              221.98
B                               30.00               30.00
C                               28.00               28.00
D                               25.00               25.00
E                               19.00               19.00
Type I Q                         4.86                3.64

Coverage tests (%)
A/B O/C                        129.51              138.84
C O/C                          120.74              127.06
D O/C                          113.85              118.11
E O/C                          109.12              112.11
WAS (%)                          3.70                2.96

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to its base-case analysis, S&P 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         AAA (sf)   AAA (sf)  AAA (sf)    AAA (sf)  AAA (sf)
B         AAA (sf)   AAA (sf)  AAA (sf)    AAA (sf)  AAA (sf)
C         AAA (sf)   AA+ (sf)  AA+ (sf)    AAA (sf)  AAA (sf)
D         AA- (sf)   A+ (sf)   A+ (sf)     AA+ (sf)  AA- (sf)
E         A (sf)     BBB+ (sf) BBB+ (sf)   A+ (sf)   A- (sf)
Type I Q  AA+p (sf)  AA+p (sf) AA+p (sf)   AA+p (sf) AA+p (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)      AAA (sf)      AAA (sf)
B         AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
C         AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
D         AA- (sf)     AA (sf)       A+ (sf)       AA- (sf)
E         A (sf)       A- (sf)       BB+ (sf)      A- (sf)
Type I Q  AA+p (sf)    AA+p (sf)     A+p (sf)      AA+p (sf)

RATING ACTIONS

Foothill CLO I Ltd.
                    Rating            Rating
Class               To                From
A                   AAA (sf)          AAA (sf)
B                   AAA (sf)          AA+ (sf)/Watch Pos
C                   AAA (sf)          A+ (sf)/Watch Pos
D                   AA- (sf)          BBB+ (sf)/Watch Pos
E                   A- (sf)           BB+ (sf)/Watch Pos
Type I Q            AA+p (sf)         BBB+p (sf)/Watch Pos

Note: The 'p' subscript indicates that the rating addresses only
the principal portion of the obligation.


GE COMMERCIAL 2002-2: Moody's Cuts Rating on Cl. X-1 Certs to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating for one class
of GE Commercial Mortgage Pass-Through Certificates, Series 2002-2
as follows:

Cl. X-1, Downgraded to C (sf); previously on Nov 6, 2013
Downgraded to Caa3 (sf)

Ratings Rationale

The rating of the IO Class, Class X-1, was downgraded due to a
decline in the credit performance of its referenced class, and due
to interest shortfalls affecting the IO class. The IO class is the
only outstanding Moody's-rated class in this transaction.

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

The rating of an IO class is based on the credit performance of
its referenced classes. An IO class may be upgraded based on a
lower weighted average rating factor or WARF due to an overall
improvement in the credit quality of its reference classes. An IO
class may be downgraded based on a higher WARF due to a decline in
the credit quality of its reference classes, paydowns of higher
quality reference classes or non-payment of interest. Classes that
have paid off through loan paydowns or amortization are not
included in the WARF calculation. Classes that have experienced
losses are grossed up for losses and included in the WARF
calculation, even if Moody's has withdrawn the rating.

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.

Moody's analysis incorporated a loss and recovery approach in
developing a credit assessment for the P&I reference class in this
deal since 100% of the pool is in special servicing. In this
approach, Moody's determines a probability of default for each
specially serviced loan that it expects will generate a loss and
estimates a loss given default based on a review of broker's
opinions of value (if available), other information from the
special servicer, available market data and Moody's internal data.
The loss given default for each loan also takes into consideration
repayment of servicer advances to date, estimated future advances
and closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most
junior class(es) and the recovery as a pay down of principal to
the most senior class(es).

Description Of Models Used

Moody's review 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 September 11, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by over 99% to $6
million from $972 million at securitization. The Certificates are
collateralized by two mortgage loans, both of which are in special
servicing. Moody's estimates an aggregate $2 million loss for the
specially serviced loans.

The deal's aggregate realized loss totals $8 million. Six loans
have been liquidated from the pool at an average 14% loss
severity.


GOLDEN STATE RE II: S&P Rates Class A Notes 'BB+(sf)'
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+(sf)'
rating to the Series 2014-1 Class A notes issued by Golden State
Re II Ltd. The notes provide cover to the State Compensation
Insurance Fund (SCIF/ceding insurer) from losses due to
earthquakes on a per-occurrence basis.

S&P based the rating on the lowest of the natural-catastrophe
(nat-cat) risk factor ('bb+'), the rating on the assets in the
reinsurance trust account ('AAAm'), and the creditworthiness of
the ceding insurer.

When determining the nat-cat risk factor, S&P bases its analysis
on the probability of attachment. The initial annual probability
of attachment, expected loss, and probability of exhaustion are
0.50%, 0.25%, and 0.11%, respectively. The probability of
attachment, expected loss, and probability of exhaustion for the
initial three-month risk period are 0.17%, 0.09%, and 0.04%,
respectively.

This is the second time SCIF has accessed the cat-bond market to
obtain reinsurance coverage. The initial issuance is scheduled to
mature on Jan. 8, 2015.

RATING LIST

Golden State Re II Ltd.
Series 2014-1 class A notes            BB+(sf)


GOLDENTREE LOAN V: Moody's Affirms Ba1 Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by GoldenTree Loan Opportunities V,
Limited:

$61,875,000 Class B Senior Secured Floating Rate Notes Due 2021,
Upgraded to Aaa (sf); previously on September 6, 2013 Upgraded to
Aa1 (sf)

$43,125,000 Class C Senior Secured Deferrable Floating Rate Notes
Due 2021, Upgraded to Aa3 (sf); previously on September 6, 2013
Upgraded to A2 (sf)

$30,000,000 Class D Senior Secured Deferrable Floating Rate Notes
Due 2021, Upgraded to Baa1 (sf); previously on September 6, 2013
Upgraded to Baa2 (sf)

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

$506,250,000 Class A Senior Secured Floating Rate Notes Due 2021
(current outstanding balance of $359,616,000), Affirmed Aaa (sf);
previously on September 6, 2013 Affirmed Aaa (sf)

$33,750,000 Class E Secured Deferrable Floating Rate Notes Due
2021, Affirmed Ba1 (sf); previously on September 6, 2013 Upgraded
to Ba1 (sf)

GoldenTree Loan Opportunities V, Limited, issued in September
2007, is a collateralized loan obligation (CLO) backed primarily
by a portfolio of senior secured loans. The transaction's
reinvestment period ended in October 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 January 2014. Since then, the Class
A notes have been paid down by approximately 29.0% or $146.6
million. Based on the trustee's August 2014 report, the over-
collateralization (OC) ratios for the Class A/B, Class C, Class D
and Class E notes are reported at 139.1%, 126.2%, 118.5% and
110.9%, respectively, versus January levels of 129.7%, 120.6%,
114.9% and 109.2%, respectively.

The deal has benefited from an improvement in the credit quality
of the portfolio since January 2014. Based on the trustee's August
2014 report, the weighted average rating factor is currently 2551
compared to 2661 in January 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

6) Post-Reinvestment Period Trading: 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% (2124)

Class A: 0

Class B: 0

Class C: +2

Class D: +3

Class E: +2

Moody's Adjusted WARF + 20% (3186)

Class A: 0

Class B: -1

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 $586.1 million, defaulted
par of $7.8 million, a weighted average default probability of
16.8% (implying a WARF of 2655), a weighted average recovery rate
upon default of 49.80%, a diversity score of 46 and a weighted
average spread of 3.34%.

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.


GREENWICH CAPITAL 2007-RR2: Moody's Affirms C Rating on 3 Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the
following certificates issued by Greenwich Capital Commercial
Mortgage Trust 2007-RR2 ("GCCMT 2007-RR2"):

  Cl. A-1FL, Affirmed C (sf); previously on Nov 20, 2013 Affirmed
  C (sf)

  Cl. A-1FX, Affirmed C (sf); previously on Nov 20, 2013 Affirmed
  C (sf)

  Cl. X, Affirmed C (sf); previously on Nov 20, 2013 Affirmed
  C(sf)

Ratings Rationale

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 and
ReRemic) transactions.

GCCMT 2007-RR2 is a cash transaction wholly backed by a portfolio
of commercial mortgage backed securities (CMBS) (100.0% of the
pool balance). As of the August 20, 2014 trustee report, the
aggregate balance of the transaction, has decreased to $263.1
million from $528.7 million at issuance due to realized losses on
the underlying collateral.

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 9,741
compared to 9,806 at last review. The current rating[s] on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Caa1-Ca/C (100%, the same as that at last
review.

Moody's modeled a WAL of 4.4 years compared to 5.9 years at last
review.

Moody's modeled a fixed WARR of 0.0%, the same as that 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. However, in light of the performance
indicators noted above, Moody's believes that it is unlikely that
the ratings announced are sensitive to further change.

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.


GS MORTGAGE 2013-GCJ16: Moody's Rates on Class G Certificates B3
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the ratings on 14 classes in GS Mortgage Securities
Trust, Commercial Mortgage Pass-Through Certificates, Series 2013-
GCJ16 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa3 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aa3 (sf)

Cl. C, Affirmed A3 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba1 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Ba1 (sf)

Cl. F, Affirmed Ba3 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Ba3 (sf)

Cl. G, Affirmed B3 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned B3 (sf)

Cl. PEZ, Affirmed A1 (sf); previously on Nov 26, 2013 Definitive
Rating Assigned A1 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Nov 26, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Upgraded to Aa3 (sf); previously on Nov 26, 2013
Definitive Rating Assigned A2 (sf)

Ratings Rationale

The rating of the interest-only (IO) bond, class X-B was upgraded
based on the current rating of its referenced bond, class B. The
rating action on class X-B also reflects the correction of an
error. The notional balance of class X-B is linked to a single
underlying bond, class B. According to Moody's methodology for
rating IO securities, an IO bond that references a single bond
should carry the same rating as the referenced bond. In the rating
action issued on November 26, 2013, class X-B was incorrectly
treated as a multi-bond IO and also linked to the ratings of
another classes, resulting in the assignment of a rating lower
than that of the referenced bond. The action corrects this error,
linking the rating on class X-B to that of class B.

The ratings on the 13 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 bond, class X-A, 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 2.7% of the
current balance. The deal has not experienced any realized losses
and Moody's base expected loss plus realized losses is 2.7% 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 Fusion U.S. CMBS Transactions" published in
April 2005.

Description Of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 34, the same as at securitization.

Deal Performance

As of the September 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 0.6% to $1.08
billion from $1.09 billion at securitization. The certificates are
collateralized by 77 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans constituting 46% of
the pool. One loan, constituting 6% of the pool, has a structured
credit assessment. The pool does not contain any defeased loans,
liquidated loans or specially serviced loans.

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 year 2013 operating results for 100% of the
pool, and partial year 2014 operating results for 84%. Moody's
weighted average conduit LTV is 104%, which is the same as at
securitization. Moody's conduit component excludes the loan with a
structured credit assessment. Moody's net cash flow (NCF) reflects
a weighted average haircut of 11% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 9.7%.

Moody's actual and stressed conduit DSCRs are 1.41X and 1.02X,
respectively, compared to 1.51X and 1.01X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the Gates at
Manhasset Loan ($59 million -- 5.5% of the pool), which is secured
by a 107,000 square foot (SF) open air retail property located on
Northern Boulevard in Manhasset, New York. The property was fully
leased as of June 2014 with average rents of approximately $72 per
square foot (PSF). Bebe had previously vacated its 8,000 SF space
in October 2013, but Banana Republic has since leased Bebe's
former space. Moody's structured credit assessment and stressed
DSCR are baa3(sca.pd) and 1.27X, respectively, which is the same
as at securitization.

The top three conduit loans represent 20% of the pool balance. The
largest loan is the Windsor Court New Orleans Loan ($72 million --
6.7% of the pool), which is secured by 316-room hotel located less
than a mile from the French Quarter in New Orleans, Louisiana.
According to a December 2013 Smith Travel Research (STR) report,
the property has the strongest revenue per available room (RevPAR)
penetration rate amongst its competitive set. The property's 2013
RevPAR increased by 13% to $209.36, while its first-quarter 2014
RevPAR increased by 7.5% over first-quarter 2013. Moody's LTV and
stressed DSCR are 102% and 1.17X, respectively, compared to 108%
and 1.11X at securitization.

The second largest loan is the Miracle Mile Shops Loan ($70
million -- 6.5% of the pool), which is secured by a 450,000 SF
regional mall located on the Las Vegas Strip in Nevada. The loan
represents a pari passu interest in a $580 million first mortgage.
The property is located at the base on the Planet Hollywood Hotel.
The collateral was 90% leased as of June 2014 compared to 98% at
securitization. The mall's in-line sales were in excess of $800
PSF in 2013. Moody's LTV and stressed DSCR are 89% and 0.88X,
respectively, which is the same as at securitization.

The third largest loan is the Matrix MHC Portfolio Loan ($69
million -- 6.4% of the pool), which is secured by 11 manufactured
housing communities located in Michigan and Alabama. The loan
represents a pari passu interest in a $150 million first mortgage.
The portfolio contains seven all-age and four restricted-age
manufactured housing communities. The portfolio's weighted average
occupancy was 68% as of March 2014 compared to 70% at
securitization. Moody's LTV and stressed DSCR are 110% and 1.08X,
respectively, which is the same as at securitization.


ICONS LTD: Moody's Raises Rating on 2 Class Notes to 'B3'
---------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by ICONS, Ltd.:

Class II Component Note (current balance of $65,000,000, includes
the remaining unconverted balance of Class A of $15,494,186.04),
upgraded to A2 (sf); previously on October 11, 2013 Upgraded to
Baa2 (sf)

$8,000,000 Class C-1 Deferrable Mezzanine Notes Due 2034 (current
balance of $6,679,637.61), upgraded to B3 (sf); previously on
October 11, 2013 Affirmed Caa1 (sf)

$20,000,000 Class C-2 Deferrable Mezzanine Notes Due 2034
(current balance of $16,699,094.04), upgraded to B3 (sf);
previously on October 11, 2013 Affirmed Caa1 (sf)

$6,000,000 Class C-3 Deferrable Mezzanine Notes Due 2034 (current
balance of $5,009,728.22), upgraded to B3 (sf); previously on
October 11, 2013 Affirmed Caa1 (sf)

ICONS, Ltd., issued on May 26, 2004, is a collateralized debt
obligation backed by a portfolio of insurance trust preferred
securities.

Ratings Rationale

The rating actions are primarily a result of the updates to
Moody's TruPS CDO methodology described in "Moody's Approach to
Rating TruPS CDOs" published in June 2014, the deleveraging of the
Class II Component, an increase in the transaction's over-
collateralization ratios, and the improvement in the credit
quality of the underlying portfolio.

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.

Moody's notes that Class I Component has been paid down in full
and Class II Component and Class A notes, which are currently
pari-passu, have been paid down by approximately $2.89 million and
$5.24 million, respectively, since October 2013, due to
disbursement of principal proceeds from redemptions of underlying
assets . As a result of this deleveraging, the senior notes par
coverage improved to 264.62% from 236.78% since the last review,
as calculated by Moody's. Based on the latest trustee report dated
26 August 2014, the senior principal coverage ratio and the
mezzanine principal coverage ratio are reported at 164.8% (limit
135.4%) and 115.3% (limit 110.7%), respectively, versus Trustee
report dated on 26 August 2013 levels of 162.56% and 119.97%,
respectively. Going forward, the Class II Component and Class A
notes will continue to benefit from principal proceeds of
potential future redemptions of any assets in the collateral pool.
After the June 2014 payment date, they will benefit from the
diversion of excess interest due to a turbo future at the end of
the priority of payments.

Moody's also notes that the deal suffers from a deterioration in
the credit quality of the underlying portfolio. The total
defaulted par amount that Moody's treated as defaulted or
deferring has increased by 133% to $21 million from $9 million.
This increase in the transaction defaulted amount has slightly
offset the benefits from the updates to Moody's TruPS CDO
methodology and the deleveraging of Class II Component described
above.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool has having a performing par of $172
million, defaulted/deferring par of $21 million, a weighted
average default probability of 11.27% (implying a WARF of 1063),
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.

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 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) Exposure to non-publicly rated assets: The deal contains a
large number of securities whose default probability Moody's
assesses through 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 insurance companies that Moody's does not rate
publicly. To evaluate the credit quality of 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 914)

Class Component II: +1

Class C-1: +3

Class C-2: +3

Class C-3: +3

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 2564)

Class Component II: -1

Class C-1: +-1

Class C-2: -1

Class C-3: -1


JP MORGAN 2004-C3: Moody's Affirms 'Ca' Rating on Cl. J Certs
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on six classes
and affirmed the ratings on six classes in J.P. Morgan Chase
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-
Through Certificates, Series 2004-C3 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Nov 15, 2013 Affirmed
Aaa (sf)

Cl. A-5, Affirmed Aaa (sf); previously on Nov 15, 2013 Affirmed
Aaa (sf)

Cl. A-J, Upgraded to Aaa (sf); previously on Nov 15, 2013 Upgraded
to Aa1 (sf)

Cl. B, Upgraded to A1 (sf); previously on Nov 15, 2013 Upgraded to
A3 (sf)

Cl. C, Upgraded to Baa1 (sf); previously on Nov 15, 2013 Affirmed
Baa3 (sf)

Cl. D, Upgraded to Ba1 (sf); previously on Nov 15, 2013 Affirmed
Ba3 (sf)

Cl. E, Upgraded to B1 (sf); previously on Nov 15, 2013 Affirmed B2
(sf)

Cl. F, Upgraded to B2 (sf); previously on Nov 15, 2013 Affirmed B3
(sf)

Cl. G, Affirmed Caa2 (sf); previously on Nov 15, 2013 Affirmed
Caa2 (sf)

Cl. H, Affirmed Caa3 (sf); previously on Nov 15, 2013 Affirmed
Caa3 (sf)

Cl. J, Affirmed Ca (sf); previously on Nov 15, 2013 Affirmed Ca
(sf)

Cl. X-1, Affirmed Ba3 (sf); previously on Nov 15, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

The ratings on the six P&I classes were upgraded primarily due to
an increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the payoff
of loans approaching maturity that are well positioned for
refinance. The pool has paid down by 29% since Moody's last
review. In addition, loans constituting 56% of the pool that are
defeased or have debt yields exceeding 10% are scheduled to mature
within the next 14 months.

The ratings on P&I classes A-1A and A-5 were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

The ratings on P&I classes G, H and J were affirmed because the
current ratings reflect Moody's expected loss.

The rating on the IO class X-1 was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
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 paydowns or amortization, an increase
in the pool's share of defeasance or an improvement in pool
performance.

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12, compared to 16 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the September 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 56% to $669 million
from $1.52 billion at securitization. The certificates are
collateralized by 85 mortgage loans ranging in size from less than
1% to 20% of the pool, with the top ten exposures constituting 52%
of the pool. Fourteen loans, constituting 16% of the pool, have
been defeased and are collateralized with U.S. government
securities.

Thirty-one loans, constituting 46% 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.

Seventeen loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $68 million (for an
average loss severity of 90%). No loans are currently in special
servicing.

Moody's has assumed a high default probability for two poorly
performing loans, constituting 3% of the pool, and has estimated
an aggregate loss of $6 million (a 25% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 97% of the
pool, and partial year 2014 operating results for 87%. Moody's
weighted average conduit LTV is 89%, compared to 86% at Moody's
last review. Moody's conduit component excludes the defeased and
troubled loans. Moody's net cash flow (NCF) reflects a weighted
average haircut of 8% to the most recently available net operating
income (NOI). Moody's value reflects a weighted average
capitalization rate of 9%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.17X,
respectively, compared to 1.52X and 1.22X 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 34% of the pool. The largest
loan is the DDR Portfolio Loan ($135 million -- 20.2% of the
pool), currently consisted of a portfolio of 11 crossed
collateralized and crossed defaulted loans secured by anchored
retail properties located in New York (9 properties), Ohio (1),
and Georgia (1). The portfolio released two properties since
securitization; one in Tennessee and one in Mississippi. The
portfolio was 94% leased as of July 2014 compared to 92% as of
September 2013. The loans have passed their November 2011
anticipated repayment date (ARD). Consequently, excess portfolio
cash flow is being used to pay down the principal balance. The
balance has been paid down by approximately $5 million since last
review. The loans' maturity date is in November 2014. The borrower
expects to repay the loan via either a portfolio sale or
refinance. Moody's LTV and stressed DSCR are 100% and 0.97X,
respectively, compared to 103% and 0.94X at last review.

The second largest loan is the Crossroads Shopping Center Loan
($57 million -- 8.6% of the pool), which is secured by a 311,000
square foot (SF) retail center located in White Plains, New York.
The property is anchored by a K-Mart. The loan remains on the
watchlist as property performance has not fully rebounded from the
departure of A&P Supermarket in September 2011. DSW and PetSmart
took over the former A&P space in 2014 and property performance is
expected to improve. The property was 87% leased as of April 2014.
The loan matures in December 2014 and the borrower has indicated a
desire to repay the loan during the open prepayment period.
Moody's LTV and stressed DSCR are 109% and 0.84X, respectively,
compared to 140% and 0.66X at last review.

The third largest conduit loan is the Broadway Marketplace Loan
($34 million -- 5.1% of the pool), which is secured by a 387,000
SF retail center located in Denver, Colorado. The center is
anchored by a Sam's Club (29% of the NRA; lease expiration in
November 2018), K-Mart (28% of the NRA; lease expiration in March
2019) and Albertson's (13% of the NRA; lease expiration in May
2019). The property was 98% leased as of March 2014 with average
rents of approximately $11 per square foot. Moody's LTV and
stressed DSCR are 87% and 1.06X, respectively, compared to 91% and
1.01X at last review.


JP MORGAN 2006-CIBC16: Moody's Affirms C Ratings on 3 Certs
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings on eleven
classes in J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC16
as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Sep 12, 2013 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Sep 12, 2013 Affirmed
Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Sep 12, 2013 Affirmed
Aaa (sf)

Cl. A-M, Affirmed A3 (sf); previously on Sep 12, 2013 Affirmed A3
(sf)

Cl. A-J, Affirmed B3 (sf); previously on Sep 12, 2013 Affirmed B3
(sf)

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

Cl. C, Affirmed Caa3 (sf); previously on Sep 12, 2013 Downgraded
to Caa3 (sf)

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

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

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

Cl. X-1, Affirmed Ba3 (sf); previously on Sep 12, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

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

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

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

Moody's rating action reflects a base expected loss of 9.3% of the
current balance, compared to 10.3% at Moody's last review. Moody's
base expected loss plus realized losses is now 12.5% of the
original pooled balance, compared to 12.8% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26, compared to 24 at Moody's last review.

Deal Performance

As of the August 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 31% to $1.49
billion from $2.15 billion at securitization. The certificates are
collateralized by 99 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans constituting 51% of
the pool. Two loans, constituting 1% of the pool, have defeased
and are secured by US government securities.

Thirty-three loans, constituting 29% 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.

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $128.7 million (for an average loss
severity of 55%). Five loans, constituting 6% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Westfield Richland Mall Loan ($37.0 million -- 3% of
the pool), which is secured by a Blackstone sponsored 396,000
square foot (SF) mall in Mansfield, Ohio. The property was 92%
leased as of May 2014 compared to 96% at last review. The loan
recently transferred to special servicing in June 2014 due to
imminent default due to borrower's unwillingness to fund future
operating shortfalls. Counsel was engaged in July 2014 due to
borrower's request to dual track a potential modification and a
deed-in-lieu of foreclosure if a resolution cannot be agreed upon.

The remaining four specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $17.1 million
loss for the specially serviced loans (21% expected loss on
average).

Moody's has assumed a high default probability for 11 poorly
performing loans, constituting 10% of the pool, and has estimated
an aggregate loss of $57.1 million (a 37% expected loss based on a
62% probability of default) from these troubled loans.

Moody's received full year 2013 operating results for 82% of the
pool, and partial year 2014 operating results for 40%. Moody's
weighted average conduit LTV is 100%, the same as Moody's last
review. Moody's conduit component excludes loans with structured
credit assessments, defeased and CTL loans, and specially serviced
and troubled loans. Moody's net cash flow (NCF) reflects a
weighted average haircut of 7% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.52X and 1.10X,
respectively, compared to 1.34X and 1.10X 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 25% of the pool balance. The
largest loan is the One and Two Prudential Plaza Loan ($211.1
million -- 12% of the pool), which is secured by two cross-
collateralized and cross-defaulted Class A office buildings
located in the East Loop sub-market of Chicago, Illinois. The loan
represents a 50% pari-passu interest in a $336.0 million first
mortgage. Effective June 6, 2013 the loan was split into an A/B
Note structure. The Restated Promissory Notes A-1 and A-2 are
$168.0 million each and Promissory Notes B-1 and B-2 are $37.0
million each. The loan modification included a 300 bp interest
rate reduction on the A-Note for 36 months and deferred interest
on the B-Note. For the A-2 note in this transaction, the
difference between the reduced rate and the note rate, currently
$6.1 million, is accrued and added to the principal balance of the
A-Note to be repaid upon an equity event (either sale or refinance
of the property). The borrower contributed $60.0 million in
additional equity to fund a combined tenant improvements, leasing
commissions and capital expenditure reserve. The loan remains
locked out to prepayment until July 1, 2015. The property was 60%
leased as of July 2014 compared to 69% at last review as Integrys
Business Support (205,000 SF) vacated at the conclusion of its
lease term in May 2014. The borrower continues to focus on leasing
up the property and the lender holds significant leasing reserves
as part of the modification. Moody's LTV and stressed DSCR are
127% and 0.77X, respectively, compared to 118% and 0.64X at the
last review.

The second largest loan is the Prime Retail Outlets Portfolio Loan
($105.3 million -- 7% of the pool), which is secured by three
outlet centers totaling 808,000 SF. The properties are located in
Lee, Massachusetts; Gaffney, South Carolina and Calhoun, Georgia.
The portfolio was 92% leased as of March 2014 compared to 90% at
last review. Financial performance has steadily improved since
2009 and the loan has also amortized 8% since securitization.
Moody's LTV and stressed DSCR are 69% and 1.48X, respectively,
compared to 71% and 1.45X at the last review.

The third largest loan is the Sequoia Plaza Loan ($92.7 million
-- 6% of the pool), which is secured by an office park consisting
of three condominium office buildings constructed between 1988 and
1990 in Arlington, Virginia. The improvements are situated within
two miles of Pentagon City and Crystal City and there is a shuttle
providing access to the DC Metrorail. The loan is currently on the
watchlist due to low DSCR. The borrower signed a lease with
Arlington Public Schools ("APS") for over 61,000 SF of additional
space in January 2013 with six months of free rent. The property
was 91% leased as of June 2014 compared to 92% at last review, and
75% as of December 2012. Moody's analysis reflects the additional
benefit of the APS lease with no abatements. The loan is interest
only for the entire term. Moody's LTV and stressed DSCR are 144%
and 0.75X, respectively, compared to 148% and 0.73X at the last
review.


JP MORGAN 2006-FL2: Moody's Hikes Rating on Cl. K Notes to Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2006-FL2 as follows:

Cl. E, Upgraded to Aa3 (sf); previously on Nov 7, 2013 Affirmed
Baa1 (sf)

Cl. F, Upgraded to A2 (sf); previously on Nov 7, 2013 Affirmed
Baa3 (sf)

Cl. G, Upgraded to A3 (sf); previously on Nov 7, 2013 Affirmed Ba1
(sf)

Cl. H, Upgraded to Baa2 (sf); previously on Nov 7, 2013 Affirmed
Ba2 (sf)

Cl. J, Upgraded to Ba2 (sf); previously on Nov 7, 2013 Affirmed B1
(sf)

Cl. K, Upgraded to Caa2 (sf); previously on Nov 7, 2013 Affirmed
Ca (sf)

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

Ratings Rationale

The upgrades are primarily due to increased credit support from
the pay off of the Marina Village loan since 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 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 August 15, 2014 Payment Date the transaction's
certificate balance has decreased by approximately 95% to $79.5
million from $1.5 billion at securitization. The certificates are
collateralized by one floating-rate loan, the 1111 Marcus Avenue
loan, that became REO in June 2014 after the expiration of a
forbearance agreement that expired in April 2014.

Class L has experienced cumulative interest shortfalls of $4,090
and a cumulative bond loss of $937,651. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverable determinations by the servicer that
involve either a clawback of previously made advances or a
decision to stop making future advances.

The 1111 Marcus Avenue loan ($79.5 million) is secured by a
933,678 square foot office condominium unit located on Long Island
in Lake Success, New York. As of July 2014 the property was 75%
leased, compared to 72% at last review and 80% at securitization.
Occupancy declined in 2012 and 2013 in part due to the
departure/downsizing of four tenants that represented 21% of total
rentable area, offset in part by leases with new tenants and
tenant expansions. New leases for 132,046 square feet commenced in
2013 through July 2014. Vacant space consists primarily of four
large blocks of space ranging from 39,381 square feet to 65,107
square feet. The loan has additional mortgage debt in the form of
a subordinate $54.0 million B-Note held outside the trust.
Interest on the B-Note is accruing and the trust debt is paying
down due to the redirection of the B-Note interest. Property
protection advances in the amount of $1.1 million are outstanding.
The advances covered expenses related to the property foreclosure.

Moody's current loan to value (LTV) ratio for the 1111 Marcus
Avenue loan is 98%, compared to 83% at last review. Moody's LTV
for the trust was over 100% at last reivew. Moody's stressed debt
service coverage ratio (DSCR) for the 1111 Marcus Avenue loan is
1.05X, compared to 1.17X at last review. Moody's stressed DSCR for
the trust was 0.88X at last review.


JP MORGAN 2014-FL5: S&P Gives Prelim. B- Rating on 2 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2014-FL5's $671.25 million commercial mortgage pass-through
certificates series 2014-FL5.

The certificate issuance is a commercial mortgage-backed
securities transaction backed by 10 commercial mortgage loans with
a $671.25 million aggregate principal balance, secured by the fee
and/or leasehold interests in 10 properties across seven U.S.
states.

The preliminary ratings are based on information as of Sept. 10,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of the collateral's
historical and projected performance, the sponsors' and managers'
experience, the trustee-provided liquidity, the loans' terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-FL5

Class       Rating(i)                Amount ($)
A           AAA (sf)                300,500,000
X-CP        BBB- (sf)               516,700,000(ii)
X-EXT       BBB- (sf)               516,700,000(ii)
B           AA- (sf)                 76,400,000
C           A- (sf)                  57,300,000
D           BBB- (sf)                82,500,000
RH(iii)     BB- (sf)                 29,300,000
FH1(iii)    BB- (sf)                 26,400,000
FH2(iii)    B- (sf)                  21,600,000
DBM(iii)    BB (sf)                   7,700,000
BRS1(iii)   BB- (sf)                 16,800,000
BRS2(iii)   B- (sf)                  17,400,000
DFW(iii)    BB- (sf)                 13,200,000
ESA1(iii)   BB- (sf)                  8,600,000
ESA2(iii)   B+ (sf)                   2,600,000
OVL(iii)    BB+ (sf)                  1,250,000
RVW1(iii)   BB (sf)                   1,900,000
RVW2(iii)   BB- (sf)                  1,600,000
RPD(iii)    BB- (sf)                  6,200,000

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


JPMBB COMMERCIAL 2014-C23: Moody's Rates Cl. UH5 Notes (P)B1
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 12
classes of CMBS securities, issued by JPMBB Commercial Mortgage
Securities Trust, Commercial Mortgage Pass-Through Certificates,
Series 2014-C23.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-5, Assigned (P)Aaa (sf)

Cl. A-SB, Assigned (P)Aaa (sf)

Cl. X-A**, Assigned (P)Aa1 (sf)

Cl. A-S*, Assigned (P)Aa1 (sf)

Cl. B*, Assigned (P)Aa3 (sf)

Cl. C*, Assigned (P)A3 (sf)

Cl. EC*, Assigned (P)A1 (sf)

Cl. UH5***, Assigned (P)B1 (sf)

  * Reflects Exchangeable Class
** Reflects Interest-Only Class
*** Reflects Loan Specific Class (U-Haul Portfolio 5)

Ratings Rationale

The Certificates are collateralized by 65 fixed-rate loans secured
by 101 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 1.55x is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 0.92 is in-line the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 113.5% is higher than the 2007
conduit/fusion transaction average of 110.6%.

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

With respect to loan level diversity, the pool's loan level
(includes cross collateralized and cross defaulted loans)
Herfindahl Index is 27. The transaction's loan level diversity is
in-line with the Herfindahl scores found in most multi-borrower
transactions issued since 2009. With respect to property level
diversity, the pool's property level Herfindahl Index is 29. The
transaction's property diversity profile is in-line with the
indices calculated in most multi-borrower transactions issued
since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.26, which is in-line
with the indices calculated in most multi-borrower transactions
since 2009.

This deal is structured with super-senior Aaa classes having 30%
credit enhancement. Although the additional enhancement offered to
the senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the carved out Class A-S certificate which immediately
supports the super-senior classes. If the support certificate were
to take a loss, the loss would have the potential to be quite
large on a percentage basis relative to Moody's idealized Aaa (sf)
loss target. Thin tranches need more subordination to reduce the
probability of default in recognition that their loss-given
default is higher.

Given the composition of the subject pool, Moody's is unable to
assign a (P) Aaa (sf) rating for a support certificate having a
credit enhancement of 23.625% and 6.375% certificate thickness
(30.000% detachment). Although the severity profile (reflected by
the certificate's thickness) is better than Moody's idealized
target for structured ratings, the default profile (reflected by
the stated credit enhancement) is commensurate with a Aa1 (sf)
rating. The profile of each loss component in tandem is not strong
enough to uplift Class A-S to a Aaa (sf) grade.

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 1.1 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 (P) Aaa (sf) Super Senior class would be Aaa, Aa1, and Aa2,
respectively; for the (P) Aa1 (sf) rated class A-S would be Aa2,
Aa3, and A2, 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.


KEYCORP STUDENT 2005-A: Fitch Affirms 'BBsf' Rating on II-C Notes
-----------------------------------------------------------------
Fitch Ratings affirms all ratings on the outstanding student loan
notes issued by KeyCorp Student Loan Trust 2005-A Group II.  A
subordinate note principal trigger is in effect, as the cumulative
default percentage exceeds 17%.  As a result, only the class A
notes are receiving principal.  The Rating Outlook for the class A
notes is revised to Stable from Negative due to improved parity
and accelerated paydown of notes.  The Outlook for the class B and
class C notes is maintained at Negative.

Key Rating Drivers:

Collateral Quality: The trust is collateralized by approximately
$246 million of private student loans originated by KeyCorp.  The
projected remaining defaults are expected to range between 15%-20%
as a percentage of current principal balance.  A recovery rate of
15% was applied which was determined to be appropriate based on
data provided by the issuer.

Credit Enhancement (CE): CE is provided by excess spread and
overcollateralization, and the senior notes benefit from
subordination provided by the junior notes.  As of the June 2014
distribution, the senior, subordinate and total parity ratios are
192.09%, 122.50% and 104.53% respectively.

Liquidity Support: Liquidity support is provided by a reserve
account sized at approximately $8.6 million.

Servicing Capabilities: Day-to-day servicing is provided by
KeyBank, NA, Pennsylvania Higher Education Assistance Agency, and
Great Lakes Educational Loan Services, Inc.  Fitch believes all
servicing operations are acceptable at this time.

RATING SENSITIVITIES

As Fitch's base case default proxy is derived primarily from
historical collateral performance, actual performance may differ
from the expected performance, resulting in higher loss levels
than the base case.  This will result in a decline in CE and
remaining loss coverage levels available to the notes and may make
certain note ratings susceptible to potential negative rating
actions, depending on the extent of the decline in coverage.
Fitch will continue to monitor the performance of the trust.

Fitch affirms the following:

KeyCorp Student Loan Trust 2005-A Group II:

   -- Class II-A-4 at 'AAsf'; Outlook revised to Stable from
      Negative;
   -- Class II-B at 'BBBsf'; Outlook Negative;
   -- Class II-C at 'BBsf', Outlook Negative.


KINGSLAND III: Moody's Raises Rating on 2 Note Classes to Ba1
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Kingsland III, Ltd.:

$29,750,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2021, Upgraded to Aa2 (sf); previously on May 20, 2014
Upgraded to Aa3 (sf)

$11,550,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2021, Upgraded to Baa2 (sf); previously on May 20, 2014
Upgraded to Baa3 (sf)

$11,800,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2021, Upgraded to Baa2 (sf); previously on May 20, 2014
Upgraded to Baa3 (sf)

$5,450,000 Class D-1 Secured Deferrable Floating Rate Notes due
2021, Upgraded to Ba1 (sf); previously on May 20, 2014 Upgraded to
Ba2 (sf)

$2,000,000 Class D-2 Secured Deferrable Fixed Rate Notes due
2021, Upgraded to Ba1 (sf); previously on May 20, 2014 Upgraded to
Ba2 (sf)

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

$240,000,000 Class A-1 Senior Secured Floating Rate Notes due
2021 (current outstanding balance of $154,743,102), Affirmed Aaa
(sf); previously on May 20, 2014 Affirmed Aaa (sf)

$75,575,000 Class A-2 Senior Secured Floating Rate Notes due
2021, Affirmed Aaa (sf); previously on May 20, 2014 Upgraded to
Aaa (sf)

$12,750,000 Class A-3 Senior Secured Floating Rate Notes due
2021, Affirmed Aaa (sf); previously on May 20, 2014 Upgraded to
Aaa (sf)

Kingsland III, Ltd., issued in August 2006, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans, with exposure to corporate bonds and CLO tranches.
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 May 2014. The Class A-1 notes have
been paid down by approximately 19% or $36.5 million since May
2014. Based on the trustee's August 15, 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B, Class C
and Class D notes are reported at 136.23%, 122.23%, 113.10% and
110.47%, respectively, versus April 2014 levels of 133.31%,
120.49%, 112.04% and 109.58%, respectively. Moody's notes that the
August 2014 trustee reported OC ratios do not take into account
$16.6 million that was paid to the A-1 notes holders on the August
25, 2014 payment date.

The deal has benefited from an improvement in the credit quality
of the portfolio. Based on the trustee's August 2014 report, the
weighted average rating factor is currently 2274 compared to 2366
in April 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

5) 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% (1884)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: +3

Class C-1: +3

Class C-2: +3

Class D-1: +2

Class D-2: +2

Moody's Adjusted WARF + 20% (2826)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: -3

Class C-1: -2

Class C-2: -2

Class D-1: -1

Class D-2: -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 $333 million, defaulted par
of $7.6 million, a weighted average default probability of 14.99%
(implying a WARF of 2355), a weighted average recovery rate upon
default of 46.75%, a diversity score of 51 and a weighted average
spread of 2.78%.

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.


KKR CLO 9: Moody's Assigns Ba3 Rating on $33.75MM Class E Notes
---------------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
Notes issued by KKR CLO 9 Ltd.

Moody's rating action is as follows:

$306,250,000 Class A Senior Secured Floating Rate Notes due 2026
(the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

$67,750,000 Class B Senior Secured Floating Rate Notes due 2026
(the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

$23,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Definitive Rating Assigned
A2 (sf)

$32,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class D Notes"), Definitive Rating Assigned
Baa3 (sf)

$33,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class E Notes"), Definitive Rating Assigned
Ba3 (sf)

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

Ratings Rationale

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.

KKR 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 90.0% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 10.0% of the portfolio may consist of second lien loans
and unsecured loans. The portfolio is approximately 92% ramped as
of the closing date.

KKR Financial Advisors II, 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.

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

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

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

Par amount: $500,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 6.50%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 8.0 years.

Methodology Underlying the Rating Action

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2850 to 3278)

Rating Impact in Rating Notches

Class A Notes: 0

Class B Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 2850 to 3705)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

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

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


KVK CLO 2014-3: S&P Assigns 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to KVK CLO
2014-3 Ltd./KVK CLO 2014-3 LLC's $471.0 million floating-rate
notes.

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

The ratings reflect S&P's view 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
      (excluding excess spread) and cash flow structure, which can
      withstand the default rate projected by Standard & Poor's
      Rating Services' 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 portfolio manager's experienced management team.

   -- S&P's projections regarding the 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 0.2429% to
      12.8177%.

   -- The transaction's overcollateralization and interest
      coverage tests, a failure of which would 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 would lead to the reclassification of up to 50.00% of
      excess interest proceeds that are available before paying
      uncapped administrative expenses and fees, deferred
      subordinated portfolio management fees, portfolio manager
      incentive fees, and payments to the subordinated notes to
      principal proceeds for the purchase of additional collateral
      assets during the reinvestment period.

RATINGS ASSIGNED

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

                                             Amount
Class                 Rating                (Mil. $)
A                     AAA (sf)               317.50
B                     AA (sf)                 60.00
C (deferrable)        A (sf)                  37.50
D (deferrable)        BBB (sf)                25.00
E (deferrable)        BB (sf)                 22.00
F (deferrable)        B (sf)                   9.00


LANDMARK VIII: Moody's Affirms Ba2 Rating on $20MM Class E Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Landmark VIII CLO Ltd.:

$34,000,000 Class C Secured Deferrable Floating Rate Notes Due
October 19, 2020, Upgraded to Aaa (sf); previously on August 28,
2013 Upgraded to Aa1 (sf).

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

$317,875,000 Class A-1 Senior Secured Floating Rate Notes Due
October 19, 2020 (current outstanding balance of $ 125,596,810),
Affirmed Aaa (sf); previously on August 28, 2013 Affirmed Aaa
(sf);

$35,500,000 Class A-2 Senior Secured Floating Rate Notes Due
October 19, 2020, Affirmed Aaa (sf); previously on August 28, 2013
Affirmed Aaa (sf);

$36,000,000 Class B Senior Secured Floating Rate Notes Due
October 19, 2020, Affirmed Aaa (sf); previously on August 28, 2013
Affirmed Aaa (sf);

$26,000,000 Class D Secured Deferrable Floating Rate Notes Due
October 19, 2020, Affirmed Baa1 (sf); previously on August 28,
2013 Upgraded to Baa1 (sf);

$20,000,000 Class E Secured Deferrable Floating Rate Notes Due
October 19, 2020, Affirmed Ba2 (sf); previously on August 28, 2013
Upgraded to Ba2 (sf).

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

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an improvement in the credit quality of the
portfolio. The Class A-1 notes have been paid down by
approximately 14.1% or $21.9 million since January 2014. Based on
the trustee's July 2014 report, the weighted average rating factor
is currently 2545 compared to 2741 in January 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

5) 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. 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) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio. Moody's noted
that the weighted average life (WAL) test during the amortization
period requires only that the WAL be equal or less than 4 years on
any measurement date. Moody's tested for a possible extension of
the actual weighted average life in its analysis. Life extension
can increase the default risk horizon and assumed cumulative
default probability of CLO collateral.

8) 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. Additionally, because the post-
reinvestment period reinvesting criteria do not require that the
reinvestment asset have a Moody's rating equal to or higher than
the rating of the security sold or prepaid, Moody's analyzed the
deal's sensitivity to a portfolio with higher WARF.

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% (2105)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +1

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3157)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: -1

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 $297million, defaulted par
of $12 million, a weighted average default probability of 17.54%
(implying a WARF of 2631), a weighted average recovery rate upon
default of 51.16%, a diversity score of 58 and a weighted average
spread of 3.36%.

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.


LB-UBS COMMERCIAL 2004-C1: Moody's Cuts Class L Certs Rating to C
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on eleven
classes and downgraded the ratings on three classes of LB-UBS
Commercial Mortgage Trust Series 2004-C1 as follows:

Cl. A-4, Affirmed Aaa (sf); previously on Oct 18, 2013 Affirmed
Aaa (sf)

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

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

Cl. D, Affirmed Aa1 (sf); previously on Oct 18, 2013 Affirmed Aa1
(sf)

Cl. E, Affirmed Aa3 (sf); previously on Oct 18, 2013 Affirmed Aa3
(sf)

Cl. F, Affirmed A1 (sf); previously on Oct 18, 2013 Affirmed A1
(sf)

Cl. G, Affirmed Ba1 (sf); previously on Oct 18, 2013 Affirmed Ba1
(sf)

Cl. H, Affirmed B3 (sf); previously on Oct 18, 2013 Affirmed B3
(sf)

Cl. J, Affirmed Caa1 (sf); previously on Oct 18, 2013 Affirmed
Caa1 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Oct 18, 2013 Affirmed
Caa3 (sf)

Cl. L, Downgraded to C (sf); previously on Oct 18, 2013 Affirmed
Ca (sf)

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

Cl. X-CL, Downgraded to B2 (sf); previously on Oct 18, 2013
Affirmed Ba3 (sf)

Cl. X-ST, Downgraded to Ba1 (sf); previously on Oct 18, 2013
Downgraded to Baa1 (sf)

Ratings Rationale

The ratings on classes A-4 through G 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 classes H, J, K and M were affirmed because the
ratings are consistent with Moody's expected loss.

The rating on class L was downgraded due to realized and
anticipated losses from specially serviced and troubled loans that
were higher than Moody's had previously expected.

The rating on the IO Class (Class X-CL) was downgraded due to a
decline in the credit performance (or the weighted average rating
factor or WARF) of its referenced classes.

The rating on the IO Class (Class X-ST) was downgraded due to
align the rating with the expected credit performance of its
referenced loan, the UBS --Stamford Center ($168 million -- 68% of
the pool).

Moody's rating action reflects a base expected loss of 20.2% of
the current balance, compared to 5.7% at Moody's last review.
Moody's base expected loss plus realized losses is now 5.8% of the
original pooled balance, compared to 4.6% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR, and Moody's property quality
grade (which reflects the capitalization rate Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on the remaining conduit classes are either
interpolated between these two data points or determined based on
a multiple or ratio of either of these two data points. For fusion
deals, Moody's merges the credit enhancement for loans with
investment-grade 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 2, compared to 6 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the August 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 83% to $248 million
from $1.4 billion at securitization. The certificates are
collateralized by seven mortgage loans ranging in size from 3% to
68% of the pool.

One loan, constituting 5% of the pool, is on the master servicer's
watchlist. The watchlist includes loans that meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of Moody's
ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $33 million (for an average loss
severity of 51%). No loans are currently in special servicing.

Moody's has assumed a high default probability for one poorly
performing loan, constituting 6.5% of the pool, and has estimated
an aggregate loss of $12 million (a 75% expected loss based on a
100% probability default) from this troubled loans.

Moody's received full year 2013 operating results for 94% of the
pool. Moody's weighted average conduit LTV is 108%, compared to
82% at Moody's last review. Moody's conduit component excludes
loans with credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 15% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 10.2%.

Moody's actual and stressed conduit DSCRs are 1.00X and 1.05X,
respectively, compared to 1.45X and 1.28X 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 82% of the pool balance. The
largest loan is the UBS Center - Stamford Loan ($168 million --
68% of the pool), which is secured by the leasehold interest in a
682,000 square foot (SF) Class A office property located in
Stamford, Connecticut. The property is 100% leased to UBS AG (UBS)
and serves as its U.S. headquarters. The lease is triple net and
expires in December 2017, however, UBS is not obligated to pay a
base rent during the last 14 months of the lease. The loan has
benefited from a 24 year amortization schedule. The loan has
amortized 27% since securitization and will amortize down to
approximately $150 million by its October 2016 loan maturity.
Moody's value reflects a lit/dark blend to account for the
uncertainty surrounding UBS's lease renewal. Moody's previously
had a structured credit assessment for this loan.

The second largest loan is the Passaic Street Industrial Park A-
Note ($20 million -- 8.2%), which is secured by 2.2 million SF of
Class C industrial warehouse complex located in Woodridge, New
Jersey. The loan transferred to special servicing in March 2010
due to imminent monetary default. The $38 million whole loan was
modified with a note bifurcation, maturity extension and an
interest rate reduction in May 2012. The collateral is currently
69% leased, the same as at last review. Moody's LTV and stressed
DSCR for the A-Note are 100% and 1.02X, respectively, compared to
99% and 1.04X at last review.

The third largest loan is the Shoppes at Wilton Loan ($15 million
-- 6% of the pool), which is secured by an anchored retail center
located in Wilton, New York. The property is anchored by a Best
Buy, TJ Maxx and Bed Bath & Beyond. The property was 100% leased
as of June 2014. Moody's LTV and stressed DSCR are 70% and 1.40X,
respectively, compared to 71% and 1.38X at the last review.


LB-UBS COMMERCIAL 2007-C6: S&P Lowers 2 Note Classes' Rating to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2007-C6, a U.S. commercial mortgage-
backed securities (CMBS) transaction.  In addition, S&P lowered
its ratings on three classes and affirmed its ratings on three
others from the same transaction.

S&P's rating actions reflect its analysis of the transaction,
primarily using its criteria for rating U.S. and Canadian CMBS
transactions, which included a review of the credit
characteristics and performance of the remaining assets in the
pool, the transaction's structure, and the liquidity available to
the trust.

S&P raised its ratings on classes A-4, A-1A, A-M, and A-MFL to
reflect its expectation of their available credit enhancement,
which S&P believes is greater than its most recent estimate of
necessary credit enhancement for the respective rating levels.  In
addition, the upgrades reflect S&P's views regarding the current
and future performance of the transaction's collateral and
available liquidity support, as well as the pool trust balance's
significant reduction, the better-than-expected recovery on the
Innkeepers Portfolio loan ($412.7 million original pool trust
balance), and the full repayment of the Och-Ziff Retail Portfolio
loan ($144.0 million original pool trust balance).

The downgrades on classes D, E, and F reflect the decreased
liquidity support available to these classes due to ongoing
interest shortfalls as well as the credit support erosion that S&P
anticipates will occur upon the eventual resolution of five
($341.8 million, 18.3%) of the eight assets ($428.2 million,
22.9%) with the special servicer (discussed below).  Specifically,
S&P lowered its ratings on classes E and F to 'D (sf)' because it
expects the accumulated interest shortfalls to remain outstanding
for the foreseeable future.

As of the Aug. 15, 2014, trustee remittance report, the trust
experienced monthly net interest shortfalls totaling $664,671,
primarily from $556,791 in net appraisal subordinate entitlement
reduction amounts, $170,351 in interest rate modifications, and
$7,997 in work-out fees offset by $73,693 in recovered special
servicing fees.  The current monthly interest shortfalls affected
classes subordinate to and including class F.

The affirmations reflect S&P's expectation that the classes'
available credit enhancement will be within its estimate of the
necessary credit enhancement required for the current ratings.
The affirmations also reflect S&P's views regarding the current
and future performance of the transaction's collateral, the
transaction's structure, and the liquidity support available to
the classes.

TRANSACTION SUMMARY

As of the Aug. 15, 2014, trustee remittance report, the collateral
pool balance was $1.87 billion, which is 62.7% of the pool balance
at issuance.  The pool currently includes 101 loans (reflecting
cross-collateralized and cross-defaulted loans), down from 140
loans at issuance.  Eight of these assets are with the special
servicer, one ($31.2 million, 1.7%) is defeased, and 35 ($711.7
million, 38.1%) are on the master servicer's watchlist.  The
master servicer, Wells Fargo Bank N.A., reported financial
information for 80.6% of the nondefeased loans in the pool, of
which 76.7% was year-end 2013 data and the remainder was year-end
2012 data.

S&P calculated a 1.09x and 106.7% Standard & Poor's weighted
average debt service coverage (DSC) and loan-to-value (LTV) ratio,
respectively, using a 7.31% Standard & Poor's weighted average
capitalization rate.  The DSC and LTV calculations exclude five of
the eight specially serviced assets, one defeased loan, and one
subordinate B hope note ($10.1 million, 0.5%).

The top 10 non-defeased loans have a $1.16 billion (62.0%)
aggregate outstanding pool trust balance.  Using servicer-reported
numbers, S&P calculated a Standard & Poor's weighted average DSC
and LTV of 1.04x and 116.4%, respectively, for nine of the top 10
nondefeased loans.  The remaining loan is specially serviced and
discussed.

To date, the transaction has experienced $159.5 million in
principal losses, or 5.4% of the original pool trust balance.  S&P
expects losses to reach approximately 8.9% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
five of the eight specially serviced assets.

CREDIT CONSIDERATIONS

As of the Aug. 15, 2014, trustee remittance report, eight assets
(reflecting the 39 cross-collateralized and cross-defaulted assets
comprising the PECO Portfolio asset as one asset) in the pool were
with the special servicer, LNR Partners LLC (LNR), which replaced
the prior special servicer on July 11, 2014.  Three of the eight
specially serviced assets had appraisal reduction amounts (ARAs)
totaling $133.2 million.  Details of the two largest specially
serviced assets, both of which are top 10 nondefeased loans, which
are:

   -- The PECO Portfolio loan ($316.7 million, 17.0%) is the
      largest nondefeased asset in the pool and with the special
      servicer.  The loan has a $342.5 million total reported
      exposure and is secured by 39 retail properties totaling
      4.25 million sq. ft. in 13 U.S. states.  The loan, which has
      a reported 90-plus days delinquent payment status, was
      transferred to the prior special servicer on Aug. 2, 2012,
      because of imminent default and, according to LNR, 27 of the
      retail properties became real estate owned as of July 11,
      2014.  There is a $123.4 million ARA against the loan and
      S&P expects a moderate loss upon its eventual resolution.

   -- The Islandia Shopping Center loan ($73.6 million, 3.9%) is
      the second-largest loan with the special servicer and is the
      sixth-largest nondefeased loan in the pool.  The loan is
      secured by a 376,774-sq.-ft. retail property in Islandia,
      N.Y.  The loan was transferred to the prior special servicer
      on March 20, 2013, because of imminent default.  According
      to LNR, the loan was modified on April 10, 2014, by the
      prior special servicer.  The modification terms included
      bifurcating the trust balance into a $63.5 million senior A
      note and a $10.1 million subordinate B hope note, changing
      the interest rate, and extending the loan's maturity to
      July 9, 2021, from July 9, 2017.

The six remaining loans with the special servicer have individual
balances that represent less than 0.7% of the total pool trust
balance.  S&P estimated losses for five of the eight specially
serviced assets, deriving a 30.6% weighted average loss severity.
The remaining three specially serviced assets are or will be
modified and returned back to the master servicer.

For the specially serviced assets noted above, a minimal loss is
less than 25%, a moderate loss is 26%-59%, and a significant loss
is 60% or greater.

RATINGS LIST

LB-UBS Commercial Mortgage Trust 2007-C6
Commercial mortgage pass-through certificates series 2007-C6

                               Rating          Rating
Class        Identifier        To              From
A-4          52109PAE5         AA (sf)         A- (sf)
A-1A         52109PAF2         AA (sf)         A- (sf)
A-M          52109PAG0         BB (sf)         B+ (sf)
A-J          52109PAH8         B- (sf)         B- (sf)
B            52109PAJ4         B- (sf)         B- (sf)
C            52109PAK1         B- (sf)         B- (sf)
D            52109PAL9         CCC (sf)        B- (sf)
E            52109PAM7         D (sf)          CCC (sf)
F            52109PAN5         D (sf)          CCC- (sf)
A-MFL        52109PAU9         BB (sf)         B+ (sf)


MADISON SQUARE 2004-1: S&P Lowers Rating on 2 Notes to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class Q and S notes from Madison Square 2004-1 Ltd., a commercial
real estate collateralized debt obligation (CRE CDO) transaction,
and removed them from CreditWatch where S&P had placed them with
negative implications on July 2, 2014. At the same time, S&P
affirmed its rating on the class P notes and removed it from
CreditWatch negative.

The downgrades of the class Q and S notes primarily reflect the
credit characteristics of the collateral pool. According to the
Aug. 25, 2014, trustee report, all the assets in the portfolio are
carried as defaulted basedon their credit rating ('CC (sf)' or 'D
(sf)'). At the time of the last rating action, the amount of
assets carried as defaulted represented 82.5% of the portfolio.

The affirmation of the class P notes reflects credit support
commensurate with the current rating level as well as the class
being current in its interest payments. Currently, the class P
notes have paid down 19.36% of their initial collateral balance.

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.

RATINGS LIST

Madison Square 2004-1 Ltd.

                     Rating     Rating
Class   Identifier   To         From
P       558261AD5    CCC (sf)   CCC (sf)/Watch Neg
Q       558261AE3    CC (sf)    CCC- (sf)/Watch Neg
S       558261AF0    CC (sf)    CCC- (sf)/Watch Neg


MORGAN STANLEY 2003-IQ5: Moody's Affirms Caa1 Rating on N Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded five classes, affirmed
three classes and downgraded one class of Morgan Stanley Capital I
Trust, Series 2003-IQ5 as follows:

Cl. F, Upgraded to Aaa (sf); previously on Sep 19, 2013 Upgraded
to A1 (sf)

Cl. G, Upgraded to Aaa (sf); previously on Sep 19, 2013 Upgraded
to A3 (sf)

Cl. H, Upgraded to Aa2 (sf); previously on Sep 19, 2013 Upgraded
to Baa2 (sf)

Cl. J, Upgraded to A2 (sf); previously on Sep 19, 2013 Upgraded to
Baa3 (sf)

Cl. K, Upgraded to Baa3 (sf); previously on Sep 19, 2013 Affirmed
Ba3 (sf)

Cl. L, Affirmed B1 (sf); previously on Sep 19, 2013 Affirmed B1
(sf)

Cl. M, Affirmed B2 (sf); previously on Sep 19, 2013 Affirmed B2
(sf)

Cl. N, Affirmed Caa1 (sf); previously on Sep 19, 2013 Affirmed
Caa1 (sf)

Cl. X-1, Downgraded to B2 (sf); previously on Sep 19, 2013
Affirmed Ba3 (sf)

Ratings Rationale

The ratings on P&I Classes F, G, H, J and K were upgraded based
primarily on an increase in credit support resulting from loan
paydowns and amortization. The deal has paid down 47% since
Moody's last review.

The ratings on P&I Classes L, M and N 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 X-1 was downgraded due to the decline
in the credit performance of its reference classes resulting from
principal paydowns of higher quality reference classes.

Moody's rating action reflects a base expected loss of 11.0% of
the current balance, compared to 4.8% at Moody's last review.
Moody's base expected loss plus realized losses is now 0.7% of the
original pooled balance, compared to 0.6% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description Of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3, compared to 7 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the September 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $39 million
from $779 million at securitization. The certificates are
collateralized by fifteen mortgage loans ranging in size from less
than 1% to 50% of the pool, with the top ten loans constituting
95% of the pool. One loan, constituting 50% of the pool, has an
investment-grade structured credit assessment.

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

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $1.5 million (for an average loss
severity of 9%). One loan, constituting 19% of the pool, is
currently in special servicing. The specially serviced loan is the
Wright Executive Center Loan ($7.5 million -- 19% of the pool).
This loan is secured by two office buildings located within the
Dayton MSA in Fairborn, Ohio. This loan transferred to special
servicing due to maturity default. The court has appointed a
receiver who has the authority to sell the property through the
receivership.

Moody's received full year 2012 operating results for 100% of the
pool, and full year 2013 operating results for 100%. Moody's
weighted average conduit LTV is 62%, compared to 58% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 21% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.07X and 2.45X,
respectively, compared to 1.44X and 1.96X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the 3 Times Square
Loan ($19.3 million -- 49.6% of the pool), which represents a
participation interest in a $92 million A-Note. The loan is
collateralized by the sponsor's leasehold interest in an 880,000
square foot (SF) Class A office tower located in the Times Square
district of Midtown Manhattan. The largest tenant, Thomson Reuters
Corporation, leases 78% of the property's net rentable area (NRA)
through November 2021. The loan is fully amortizing and matures in
November 2021. Moody's current structured credit assessment and
stressed DSCR are aaa (sca.pd) and 4.43X.

The top three conduit loans represent 16% of the pool balance. The
largest loan is the Arbrook Oaks Shopping Center ($3.6 million --
9.1% of the pool), which is secured by a 51,000 SF shadow-anchored
retail property located in Arlington, TX. The property is
currently 69% occupied, compared to 77% at Moody's prior review.
The loan is currently on the watchlist due to a low DSCR. Moody's
LTV and stressed DSCR are 104% and 1.04X, respectively, compared
to 131% and 0.83X at the last review.

The second largest loan is the San Pedro Towne Center Loan ($1.5
million -- 3.9% of the pool), which is secured by a 26,000 SF
unanchored retail center located in San Antonio, Texas. The
property is currently 100% occupied, same as at Moody's prior
review. The loan is fully amortizing and matures in June 2023.
Moody's LTV and stressed DSCR are 53% and 2.08X, respectively,
compared to 58% and 1.92X at the last review.

The third largest loan is the Southgate Industrial Loan ($1.2
million -- 3.1% of the pool), which is secured by a 200,000 SF
industrial center located in South Gate, CA. The property is
currently 100% occupied, same as at Moody's prior review and
securitization. The loan is fully amortizing and matures in July
2018.


MORGAN STANLEY 2007-IQ15: S&P Lowers Rating on Cl. B Notes to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-IQ15, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  In addition, S&P
lowered its ratings on two classes and affirmed its rating on one
other class from the same transaction.

S&P's rating actions follow its analysis of the transaction,
primarily using its criteria for rating U.S. and Canadian CMBS
transactions, which included a review of the credit
characteristics and performance of the remaining assets in the
pool, the transaction's structure, and the liquidity available to
the trust.

S&P raised its ratings on classes A-1A, A-4, and A-M to reflect
its expectation of the available credit enhancement for these
classes, which S&P believes exceeds its most recent estimate of
necessary credit enhancement for the respective rating levels.
The upgrades also follow S&P's views regarding the current and
future performance of the transaction's collateral and available
liquidity support.  The upgrades also reflect the trust balance's
significant reduction, which primarily reflects the full repayment
of the Hilton Washington D.C. loan ($215.0 million original
balance).

The downgrades on classes B and C reflect the reduced liquidity
support available to these classes due to ongoing interest
shortfalls as well as credit support erosion that S&P anticipates
will occur upon the eventual resolution of the four assets ($87.5
million combined, 6.0% of the pool) with the special servicer
(discussed below).  The downgrade on class C to 'D (sf)' further
reflects accumulated interest shortfalls that S&P expects to
remain outstanding for the foreseeable future.

As of the Aug. 13, 2014, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $119,886,
primarily from $99,940 in net appraisal subordinate entitlement
reduction amounts and $19,928 in workout and special servicing
fees.  The current monthly interest shortfalls affected classes
subordinate to and including class C.

The affirmation of the rating on class A-J reflects S&P's
expectation that the available credit enhancement for this class
will be within its estimate of the necessary credit enhancement
required for the current rating.  The affirmation also reflects
S&P's views regarding the current and future performance of the
transaction's collateral, the transaction structure, and liquidity
support available to the class.

TRANSACTION SUMMARY

As of the Aug. 13, 2014, trustee remittance report, the collateral
pool balance was $1.45 billion, which is 70.8% of the pool balance
at issuance.  The pool currently includes 102 loans and two real
estate-owned (REO) assets (reflecting cross-collateralized and
cross-defaulted loans), down from 134 loans at issuance.  Four of
the assets ($87.5 million, 6.0%) are with the special servicer, C-
III Asset Management LLC (C-III), one is in the process of being
defeased, and 31 ($554.9 million, 38.2%) are on the master
servicers' combined watchlist. The master servicers, Berkadia
Commercial Mortgage LLC and Prudential Asset Resources, reported
financial information for 94.5% of the loans in the pool (which
excludes the loan that is being defeased), of which 90.3% was
partial- or full-year 2013 or partial-year 2014 data.

S&P calculated a Standard & Poor's weighted average debt service
coverage (DSC) of 1.19x and a loan-to-value (LTV) ratio of 95.8%
using a Standard & Poor's weighted average capitalization rate of
7.74%.  The DSC and LTV calculations exclude the four specially
serviced assets, one cooperative housing loan ($20.0 million,
1.4%), and one loan in the process of being defeased.  The top 10
assets (excluding the loan that is in the process of being
defeased) have an $800.4 million aggregate outstanding pool trust
balance (55.0% of the pool).  S&P calculated a Standard & Poor's
weighted average DSC and LTV of 1.15x and 96.8%, respectively, for
nine of the top 10 assets.  The remaining asset is specially
serviced and discussed.

To date, the transaction has experienced $166.3 million in
principal losses, or 8.1% of the original pool trust balance.  S&P
expects losses to reach approximately 9.2% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the four specially serviced assets.

CREDIT CONSIDERATIONS

As of the Aug. 13, 2014, trustee remittance report, four assets in
the pool were with the special servicer, C-III.  The largest
specially serviced asset and fourth-largest asset in the pool, the
Royal Centre REO asset ($77.0 million, 5.3%), has a reported total
exposure of $82.6 million.  The asset is a 623,060-sq.-ft. office
in Alpharetta, Ga. Current financial reporting information was not
available, and reported occupancy was 79.0% as of June 30, 2013.
A $17.8 million appraisal reduction amount (ARA) is in effect
against this asset and S&P expects a minimal loss upon its
eventual resolution.

The three remaining assets with the special servicer have
individual balances that represent less than 0.3% of the total
pool trust balance.  S&P estimated losses on the four specially
serviced assets, arriving at a weighted-average loss severity of
26.2%.

With respect to the specially serviced assets noted above, a
minimal loss is less than 25%, a moderate loss is 26%-59%, and a
significant loss is 60% or greater.

RATINGS LIST

Morgan Stanley Capital I Trust 2007-IQ15

US$2.054 bil commercial mortgage pass-through certificates
series 2007-IQ15
                                       Rating          Rating
Class            Identifier            To              From
A-1A             61755YAB0             AA (sf)         BBB- (sf)
A-4              61755YAF1             AA (sf)         BBB- (sf)
A-M              61755YAH7             BB+ (sf)        B (sf)
A-J              61755YAK0             B- (sf)         B- (sf)
B                61755YAN4             CCC (sf)        B- (sf)
C                61755YAP9             D (sf)          CCC+ (sf)


MORGAN STANLEY 2014-150E: S&P Gives Prelim. B Rating on G Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2014-150E's $525 million
commercial mortgage pass-through certificates series 2014-150E.

The note issuance is a commercial mortgage-backed securities
transaction backed by a $525 million commercial mortgage loan
secured by the leasehold interest in 150 East 42nd Street, a 42-
story class A office building comprising 1.7 million sq. ft. in
the Grand Central submarket of Manhattan.

The preliminary ratings are based on information as of Sept. 10,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect our view of the collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

Morgan Stanley Capital I Trust 2014-150E

Class       Rating(i)             Amount ($)
A           AAA (sf)             255,000,000
X-A         AA (sf)          294,000,000(ii)
X-B         A- (sf)           65,400,000(ii)
A-S         AA (sf)               39,000,000
B           AA- (sf)              20,000,000
C           A- (sf)               45,400,000
D           BBB- (sf)             55,700,000
E           BB+ (sf)              25,000,000
F           BB- (sf)              50,400,000
G           B (sf)                35,500,000

(i) The rating on each class of securities is preliminary and
     subject to change at any time.  The issuer will issue the
     certificates to qualified institutional buyers in line with
     Rule 144A of the Securities Act of 1933.
(ii) Notional balance.


MORGAN STANLEY 2014-C18: Fitch to Rate Class 300-D Certs 'BB-sf'
----------------------------------------------------------------
Fitch Ratings has issued a presale report on Morgan Stanley Bank
of America Merrill Lynch Trust Series 2014-C18 commercial mortgage
pass-through certificates.

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

   -- $67,400,000a class 300-A 'AA-sf'; Outlook Stable;
   -- $39,000,000a class 300-B 'A-sf'; Outlook Stable;
   -- $57,000,000a class 300-C 'BBB-sf'; Outlook Stable;
   -- $49,000,000a class 300-D 'BB-sf'; Outlook Stable;
   -- $32,000,000a class 300-E 'Bsf'; Outlook Stable.

(a) Privately placed pursuant to rule 144A.

The expected ratings are based upon information received by the
issuer as of September 5, 2014.  Fitch does not expect to rate any
other classes issued by Morgan Stanley Bank of America Merrill
Lynch Trust, Series 2014-C18.

Although not publicly rated herein, on a stand-alone basis, the
$230.6 million 300 North LaSalle A notes (consisting of the pooled
A-1 note, non-pooled A-2 note and non-pooled A-3 note) have credit
characteristics consistent with 'AAAsf' ratings by Fitch Ratings.

Morgan Stanley Bank of America Merrill Lynch Trust series 2014-C18
(MSBAM 2014-C18), is a CMBS fusion transaction collateralized by
65 loans and 100 properties.  Fitch has only issued expected
ratings for the 300 North LaSalle B Note (300N Rake) certificates
issued by MSBAM 2014-C18.  These certificates are subordinate in
right of payment of interest and principal to the 300 North
LaSalle A notes and derive their cash flow solely from the 300
North LaSalle Street loan.  The 300N Rake certificates and are
generally not subject to losses from any of the other loans
collateralizing the MSBAM 2014-C18 transaction.  No other classes
issued by MSBAM 2014-C18 are rated by Fitch.

The 300 North LaSalle certificates represent the beneficial
interests in the mortgage loan securing the fee interest in the
300 North LaSalle Street office property in Chicago, IL.  Proceeds
of the loan, along with $381 million in borrower equity, were used
by an affiliate of The Irvine Company LLC to acquire the property
in July 2014 for a total cost of $850 million ($652 per square
foot [psf]), as well as fund closing costs and escrows.  The
certificates will follow a sequential-pay structure.

KEY RATING DRIVERS

Asset Quality and Market Positioning: Newly constructed in 2009,
300 North LaSalle is a 60-story, class A, LEED Platinum central
business district (CBD) office building.  The property is located
along the north bank of the Chicago River in the River North
neighborhood and features high-quality amenities.  300 North
LaSalle is considered by Fitch as one of the premier buildings in
the city of Chicago.  Fitch assigned the subject a property
quality grade of 'A'.

Institutional-Quality Tenants on Long-Term Leases: The property is
currently 98.1% leased to a set of nationally recognized and
institutional-quality tenants.  In-place leases have an average of
11 years remaining.  The building's four largest tenants have
lease expirations occurring in 2024 or later - Kirkland & Ellis
LLP (Kirkland; 52.8% of total NRA; expiry 2029), The Boston
Consulting Group (BCG; 9.5%; 2024), Quarles and Brady LLP
(Quarles; 6.3%; 2024) and GTCR Golder Rauner (GTCR; 6.3%; 2024).

High Fitch Leverage: The $475 million whole loan has a Fitch debt
service coverage ratio (DSCR) and loan to value (LTV) of 1.00x and
89.0%, respectively, and total debt of $365 psf.  The property was
recently acquired for a total cost of $850 million ($652 psf),
implying a loan to cost ratio of 55.9%.  Furthermore, the 10-year
loan is structured with five years of amortization (on a 30-year
schedule), resulting in a scheduled 9.6% reduction to the original
loan balance.

Experienced Sponsorship: Irvine dates its history back to 1864 and
the Irvine Ranch.  Since then, the company has grown into the
largest owner and manager of commercial real estate in California.
The company's portfolio includes 497 office buildings, 111
multifamily properties, 41 retail properties and three resort
properties in Orange County, San Diego, Los Angeles and Silicon
Valley, CA.  Irvine also owns the Hyatt Center, a class A office
property located in Chicago, IL.

RATING SENSITIVITIES

Fitch performed a break-even analysis to determine the amount of
value deterioration the loan could withstand prior to $1 of loss
on the total debt and 'AA-sf' rated class.  The break-even value
declines were performed using both the appraisal values at
issuance and the Fitch-stressed value.

Based on the appraisal value of $851 million, break-even values
represent declines of 44.2% and 65.0% for the whole loan and 'AA-
sf' notes, respectively.

Fitch evaluated the sensitivity of the ratings for class 300-A
(rated 'AA-sf') and found that a 9% decline in Fitch NCF would
result in a one category downgrade, while a 25% decline would
result in a downgrade to below investment grade.

The Rating Sensitivity section in the presale report includes a
detailed explanation of additional stresses and sensitivities.
Key Rating Drivers and Rating Sensitivities are further described
in the accompanying presale report.  The presale report is
available to all investors on Fitch's web site.


MONROE CAPITAL 2014-1: Moody's Rates $20MM Class E Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Monroe Capital CLO 2014-1 Ltd.:

$132,600,000 Class A-1 Senior Floating Rate Notes due 2026 (the
"Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

$44,400,000 Class A-2 Senior Floating Rate Notes due 2026 (the
"Class A-2 Notes"), Definitive Rating Assigned Aaa (sf)

$41,500,000 Class B-1 Floating Rate Notes due 2026 (the "Class B-
1 Notes"), Definitive Rating Assigned Aa2 (sf)

$7,750,000 Class B-2 Fixed Rate Notes due 2026 (the "Class B-2
Notes"), Definitive Rating Assigned Aa2 (sf)

$34,500,000 Class C Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class C Notes"), Definitive Rating Assigned A2 (sf)

$27,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class D Notes"), Definitive Rating Assigned Baa3 (sf)

$20,000,000 Class E Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class E Notes"), Definitive Rating Assigned Ba2 (sf)

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

Monroe Capital 2014-1 is a managed cash flow CLO. The issued notes
will be collateralized by small and medium enterprise and broadly
syndicated loans. At least 95% of the portfolio must consist of
senior secured loans, cash and eligible investments. Up to 5% may
consist of second lien loans and unsecured loans. At closing, the
portfolio is approximately 53% ramped and transaction
documentation requires that it be100% ramped within 4 months
thereafter.

Monroe Capital Management, LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four-year
reinvestment period. Thereafter, no collateral purchases are
allowed.

The transaction incorporates coverage tests, both par and
interest, 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:

Target Par Amount of $350,000,000

Diversity Score of 42

Weighted Average Rating Factor (WARF): 3300

Weighted Average Spread (WAS): 5.30%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8 years

Methodology Underlying the Rating Action

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

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

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

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis which was an important
component in determining the provisional 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 3300 to 3795)

Rating Impact in Rating Notches:

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: 0

Class B-2 Notes: 0

Class C Notes: -2

Class D Notes: -1

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 3300 to 4290)

Rating Impact in Rating Notches:

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -3

Class D Notes: -2

Class E Notes: -2

The V Score for this transaction is Medium/High. Moody's assigned
this V Score in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009, available on
www.moodys.com. A significant portion of the underlying assets for
this transaction will be SME corporate loans, which receive
Moody's credit estimates, rather than publicly rated corporate
loans. This distinction is a factor in the determination of this
transaction's V Score, since loans publicly rated by Moody's are
the basis for the CLO V Score Report.

The scores for the quality of historical data for U.S. SME loans
and for disclosure of collateral pool characteristics and
collateral performance reflect higher volatility. This results
from lack of a centralized default database for SME loans, as well
as obligor-level information for SME loans being more limited and
less frequently provided to Moody's than that for publicly rated
companies.

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.


MORGAN STANLEY 2005-7: Moody's Cuts Ratings on 2 Tranches to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches issued by Morgan Stanley Mortgage Loan Trust 2005-7. The
tranches are backed by Alt-A RMBS loans issued in 2005.

Complete rating actions are as follows:

Issuer: Morgan Stanley Mortgage Loan Trust 2005-7

Cl. 7-A-6, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. 7-A-X, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Ratings Rationale

The rating actions are a result of performance on the underlying
pools and reflect Moody's updated loss expectations on the pools.
The rating downgrade on the class 7-A-6 reflects the bond pays
pro-rata within its related group after credit support depletion.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.1% in August 2014 from 7.2%
in August 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.


MT. WILSON CLO II: Moody's Affirms Ba1 Rating on $32MM Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Mt. Wilson CLO II, Ltd.:

$24,000,000 Class C Floating Rate Deferrable Notes Due 2020,
Upgraded to Aa2 (sf); previously on April 11, 2014 Upgraded to A1
(sf)

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

$238,000,000 Class A-1 Floating Rate Notes Due 2020 (current
balance of $86,858,286), Affirmed Aaa (sf); previously on April
11, 2014 Affirmed Aaa (sf)

$60,000,000 Class A-2 Floating Rate Notes Due 2020, Affirmed Aaa
(sf); previously on April 11, 2014 Affirmed Aaa (sf)

$18,000,000 Class B Floating Rate Notes Due 2020, Affirmed Aaa
(sf); previously on April 11, 2014 Upgraded to Aaa (sf)

$32,000,000 Class D Floating Rate Deferrable Notes Due 2020,
Affirmed Ba1 (sf); previously on April 11, 2014 Affirmed Ba1 (sf)

Mt. Wilson CLO II, Ltd., issued in July 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in July
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 April 2014. The Class A notes have
been paid down by approximately 48% or $80 million since April
2014. Based on the trustee's July 2014 report, the over-
collateralization (OC) ratios for the Class A/B is reported at
136.7% versus February 2014 level of 128.7%.

The deal has benefited from an improvement in the credit quality
of the portfolio since April 2014. Based on Moody's calculation,
the weighted average rating factor is currently 2795 compared to
3019 in April 2014. Moody's adjusted WARF has declined since the
last rating action owing to a decline in the percentage of
securities whose ratings are on review for downgrade or have a
negative outlook.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on the trustee's July 2014
report, securities that mature after the notes do currently make
up approximately 11.71% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature. Despite the benefits of deleveraging, Moody's
affirmed the rating on the Class 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. 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.

7) Sensitivity to default timing scenarios: The junior and
mezzanine notes in this CLO rely significantly on excess interest
for additional credit enhancement. However, the availability of
such credit enhancement from excess interest is subject to
uncertainty relating to the timing and the amount of defaults, and
the transaction could be negatively affected if the timing of
defaults differs from Moody's assumptions. Moody's modeled
additional scenarios using concentrated default timing profiles to
assess the sensitivity of the notes' ratings to volatility in the
amount of excess interest available after defaults.

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% (2236)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +2

Class D: +3

Moody's Adjusted WARF + 20% (3354)

Class A-1: 0

Class A-2: 0

Class B: 0

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 $232.1 million, defaulted
par of $9.5 million, a weighted average default probability of
19.92% (implying a WARF of 2795), a weighted average recovery rate
upon default of 50.42%, a diversity score of 42 and a weighted
average spread of 3.50%.

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.


NAUTIQUE FUNDING: Moody's Hikes $12MM Cl. D Notes Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Nautique Funding Ltd.:

$20,000,000 Class B-1 Floating Rate Deferrable Senior Subordinate
Notes due April 15, 2020, Upgraded to Aa1 (sf); previously on
November 7, 2013 Upgraded to A2 (sf)

$10,000,000 Class B-2 Floating Rate Deferrable Senior Subordinate
Notes due April 15, 2020, Upgraded to Aa1 (sf); previously on
November 7, 2013 Upgraded to A2 (sf)

$31,000,000 Class C Floating Rate Deferrable Senior Subordinate
Notes due April 15, 2020, Upgraded to Baa2 (sf); previously on
November 7, 2013 Upgraded to Ba1 (sf)

$12,700,000 Class D Floating Rate Deferrable Senior Subordinate
Notes due 2020, Upgraded to Ba3 (sf); previously on November 7,
2013 Affirmed B1 (sf)

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

$310,000,000 Class A-1A Floating Rate Senior Notes due 2020
(current balance of $140,059,000), Affirmed Aaa (sf); previously
on November 7, 2013 Affirmed Aaa (sf)

$40,000,000 Class A-1B Floating Rate Senior Notes due 2020
(current balance of $18,072,200), Affirmed Aaa (sf); previously on
November 7, 2013 Affirmed Aaa (sf)

$67,500,000 Class A-2A Floating Rate Senior Notes due 2020
(current balance of $26,385,400), Affirmed Aaa (sf); previously on
November 7, 2013 Affirmed Aaa (sf)

$7,500,000 Class A-2B Floating Rate Senior Notes due 2020,
Affirmed Aaa (sf); previously on November 7, 2013 Affirmed Aaa
(sf)

$23,000,000 Class A-3 Floating Rate Senior Notes due April 15,
2020, Affirmed Aaa (sf); previously on November 7, 2013 Upgraded
to Aaa (sf)

Nautique Funding, Ltd., issued in April 2006, 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 ratios since November 2013. The Class A-1 notes
have been collectively paid down by approximately 43% or $118.6
million since November 2013. Based on the trustee's August 2014
report, the over-collateralization (OC) ratios for the Class A,
Class B, Class C and Class D notes are reported at 148.8%, 130.5%,
115.9% and 110.8%, respectively, versus October 2013 levels of
124.1%, 116.1%, 108.8% and 106.0%, respectively. Moody's also
notes that other collateral quality metrics are stable since
November 2013.

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 8.3% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature.

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% (2106)

Class A-1A: 0

Class A-1B: 0

Class A-2A: 0

Class A-2B: 0

Class A-3: 0

Class B-1: +1

Class B-2: +1

Class C: +3

Class D: +1

Moody's Adjusted WARF + 20% (3158)

Class A-1A: 0

Class A-1B: 0

Class A-2A: 0

Class A-2B: 0

Class A-3: 0

Class B-1: -2

Class B-2: -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 $320 million, defaulted par
of $0.6 million, a weighted average default probability of 18.11%
(implying a WARF of 2632), a weighted average recovery rate upon
default of 51.8%, a diversity score of 57 and a weighted average
spread of 3.3%.

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.


N-STAR REL VI: Moody's Affirms Caa1 Rating on 2 Note Classes
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the
following notes issued by N-Star REL CDO VI, Ltd.:

Cl. A-1, Affirmed A1 (sf); previously on Oct 30, 2013 Affirmed A1
(sf)

Cl. A-2, Affirmed Ba2 (sf); previously on Oct 30, 2013 Affirmed
Ba2 (sf)

Cl. A-R, Affirmed A1 (sf); previously on Oct 30, 2013 Affirmed A1
(sf)

Cl. B, Affirmed B1 (sf); previously on Oct 30, 2013 Affirmed B1
(sf)

Cl. C, Affirmed B2 (sf); previously on Oct 30, 2013 Affirmed B2
(sf)

Cl. D, Affirmed Caa1 (sf); previously on Oct 30, 2013 Affirmed
Caa1 (sf)

Cl. E, Affirmed Caa1 (sf); previously on Oct 30, 2013 Affirmed
Caa1 (sf)

Cl. F, Affirmed Caa2 (sf); previously on Oct 30, 2013 Affirmed
Caa2 (sf)

Cl. G, Affirmed Caa3 (sf); previously on Oct 30, 2013 Affirmed
Caa3 (sf)

Cl. H, Affirmed Caa3 (sf); previously on Oct 30, 2013 Affirmed
Caa3 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Oct 30, 2013 Affirmed
Caa3 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Oct 30, 2013 Affirmed
Caa3 (sf)

Ratings Rationale

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 CDO VI is a cash transaction whose reinvestment period
ended in June 2011. The transaction is backed by a portfolio of i)
CMBS (1.1% of the collateral pool balance); ii) CRE CDOs (17.4%);
iii) whole loans (39.0%); iv) b-notes (18.5%); v) mezzanine debt
(13.1%); and vi) preferred equity (10.8%). As of the trustee's
July 31, 2014 report, the aggregate note balance of the
transaction, including preferred shares, is $361.2 million,
compared to $376.9 at last review.

The pool contains two assets totaling $30.2 million (8.0% of the
collateral pool balance) that are listed as defaulted securities
as of the July 31, 2014 trustee report. One of these assets (46.1%
of the defaulted balance) is a commercial real estate b-note one
asset is a commercial real estate mezzanine interest (53.9%).
While there have been limited realized losses on the underlying
collateral to date, Moody's does expect moderate/significant
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
8034, compared to 7613 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 (1.2%, compared to 5.5% at last
review); A1-A3 (6.2%, compared to 6.0% at last review); Baa1-Baa3
(0.0%, the same as at last review); Ba1-Ba3 (0.0%, the same as at
last review); B1-B3 (1.4%, compared to 2.5% at last review); Caa1-
Ca/C (91.1%, compared to 86.0% at last review).

Moody's modeled a WAL of 3.6 years, compared to 3.9 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 25.1%, compared to 28.1% 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 ratings 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 four 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 eight 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.


NORTHWOODS CAPITAL XI: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Northwoods Capital XI Ltd./Northwoods Capital XI LLC's $556.80
million fixed- and floating-rate notes following the transaction's
effective date as of Aug. 13, 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 our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date.  The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said .

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

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of S&P's criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect S&P's 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

Northwoods Capital XI Ltd./Northwoods Capital XI LLC

Class                      Rating                      Amount
                                                      (mil. $)
A                          AAA (sf)                    376.20
B-1                        AA (sf)                      39.60
B-2                        AA (sf)                      30.00
C                          A (sf)                       48.00
D                          BBB (sf)                     33.00
E                          BB (sf)                      30.00


NORTHWOODS CAPITAL XII: S&P Assigns 'BB' Rating on 2 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Northwoods Capital XII Ltd./Northwoods Capital XII LLC's $556.800
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.

Since S&P assigned its preliminary ratings on Aug. 4, 2014, the
issuer split the class E notes into classes E-1 and E-2.  The
ratings reflect:

   -- 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
      (excluding excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the 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 0.2341%-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.

   -- The transaction's reinvestment overcollateralization test, a
      failure of which will lead to the reclassification of up to
      50.00% of excess interest proceeds that are available before
      paying uncapped administrative expenses and fees, collateral
      manager subordinated and incentive management fees, and
      subordinated note payments to principal proceeds to purchase
      additional collateral assets during the reinvestment period.

RATINGS ASSIGNED

Northwoods Capital XII Ltd./Northwoods Capital XII LLC

Class                 Rating                  Amount
                                            (mil. $)
A                     AAA (sf)                376.20
B                     AA (sf)                  69.60
C                     A (sf)                   52.20
D                     BBB (sf)                 30.00
E-1                   BB (sf)                  15.00
E-2                   BB (sf)                  13.80
Subordinated notes    NR                       61.00

NR--Not rated.


OCTAGON LOAN: Moody's Assigns Ba3 Rating on $20.7MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to nine
classes of notes issued by Octagon Loan Funding, Ltd. (the
"Issuer" or "Octagon Loan Funding").

$2,500,000 Class X Senior Secured Floating Rate Notes due 2026
(the "Class X Notes"), Definitive Rating Assigned Aaa (sf)

$202,000,000 Class A-1 Senior Secured Floating Rate Notes due
2026 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

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

$36,700,000 Class B-1 Senior Secured Floating Rate Notes due 2026
(the "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

$13,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2026
(the "Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

$30,700,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Definitive Rating Assigned
A3 (sf)

$14,800,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class D Notes"), Definitive Rating Assigned
Baa3 (sf)

$20,700,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2026 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

$95,000,000 Combination Notes (representing components of
U.S.$36,700,000 Class B-1 Notes, U.S.$30,700,000 Class C Notes and
U.S.$27,600,000 subordinated notes) due 2026 (the "Combination
Notes"), Definitive Rating Assigned A3 (sf)

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

Moody's rating of the Combination Notes addresses only the
ultimate payment of principal to the holders of the Combination
Notes. For the avoidance of doubt, Moody's rating of the
Combination Notes does not address any other payments or
additional amounts that a holder of the Combination Notes may
receive pursuant to the underlying documents.

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

Octagon Credit Investors, 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 has 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: $400,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2648

Weighted Average Spread (WAS): 3.57%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 45.5%

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 2648 to 3045)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Combination Notes: -1

Percentage Change in WARF -- increase of 30% (from 2648 to 3442)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

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.

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.


PNC MORTGAGE 2000-C1: Moody's Affirms Ca Rating on Cl. H Certs
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the ratings on two classes in PNC Mortgage Acceptance
Corporation Commercial Mortgage Pass-Through Certificates, Series
2000-C1 as follows:

Cl. G, Upgraded to A1 (sf); previously on Sep 26, 2013 Upgraded to
Baa3 (sf)

Cl. H, Affirmed Ca (sf); previously on Sep 26, 2013 Affirmed Ca
(sf)

Cl. X, Affirmed Caa3 (sf); previously on Sep 26, 2013 Affirmed
Caa3 (sf)

Ratings Rationale

The rating on the P&I class G was upgraded primarily due to an
increase in credit support since Moody's last review, resulting
from amortization, as well as Moody's expectation of additional
increases of credit support resulting from the payoff of the
defeased loans approaching maturity. The pool has paid down by 10%
since Moody's last review. In addition, loans constituting 21% of
the pool are defeased and scheduled to mature within the next 6
months.

The rating on the P&I class H is consistent with Moody's expected
recovery rate and thus is affirmed.

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

Moody's rating action reflects a base expected loss of 0.9% of the
current balance, compared to 5.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 6.5% of the
original pooled balance, compared to 6.7% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

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

Where the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the August 15, 2014 payment date, the transaction's
aggregate certificate balance has decreased by 98% to $15.2
million from $801.0 million at securitization. The Certificates
are collateralized by 17 mortgage loans ranging in size from less
than 1% to 18% of the pool, with the top ten loans constituting
62% of the pool. Five loans, constituting 26% of the pool, have
defeased and are secured by US government securities.

One loan, constituting 4% 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.

Forty-four loans have been liquidated from the pool, resulting in
an aggregate realized loss of $52.1 million (for an average loss
severity of 36%). There are currently no loans in special
servicing.

Moody's received full year 2012 operating results for 88% of the
pool, and full year 2013 operating results for 88% of the pool.
Moody's weighted average conduit LTV is 47%, compared to 34% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 10%.

Moody's actual and stressed conduit DSCRs are 1.25X and 2.98X,
respectively, compared to 1.53X and 3.55X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 37% of the pool balance. The
largest conduit loan is the Las Lomas Apartments Loan ($2.8
million - 18% of the pool), which is secured by a 231-unit
apartment complex located in Dallas, Texas. The loan's performance
has improved over the last year. As of July 2014 occupancy was 96%
compared to 73% as of December 2012. The loan maturity date is on
December 1, 2014. Moody's LTV and stressed DSCR are 87% and 1.24X,
respectively compared to 177% and 0.61X at last review.

The second largest conduit loan is the 1506 N. Lee Trevino Loan
($1.5 million - 10% of the pool), which is secured by a 47,000
square foot (SF) retail strip center located 15 miles east of
downtown El Paso, Texas. The property was 88% leased as of
December 2013, the same as last review. The property performance
has remained relatively stable and the loan is fully amortizing.
Moody's LTV and stressed DSCR are 34% and 3.49X, respectively
compared to 36% and 3.32X at last review.

The third largest loan is the K-Mart Dyer Street Loan ($1.3
million - 9% of the pool), which is secured by a 104,000 SF single
tenant retail property located in El Paso, Texas. The property is
100% occupied by K-Mart through March 2023. Property performance
has remained stable and the loan is fully amortizing. Moody's LTV
and stressed DSCR are 28% and 3.8X, respectively compared to 32%
and 3.34X at last review.


PREFERRED TERM XX: Moody's Raises Rating on Cl. B Notes to Ca
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Preferred Term Securities XX, Ltd. and
PreTSL Combination Trust I:

Issuer: Preferred Term Securities XX, Ltd.

$332,300,000 Floating Rate Class A-1 Senior Notes Due 2038
(current balance of $257,797,731.92), Upgraded to Baa1 (sf);
previously on June 26, 2014 Baa2 (sf) Placed Under Review for
Possible Upgrade

$84,600,000 Floating Rate Class A-2 Senior Notes Due 2038
(current balance of $82,399,336.29), Upgraded to Ba1 (sf);
previously on June 26, 2014 Ba2 (sf) Placed Under Review for
Possible Upgrade

$75,500,000 Floating Rate Class B Mezzanine Notes Due 2038
(current balance of $77,349,598.08, including deferred interest),
Upgraded to Ca (sf); previously on June 24, 2010 Downgraded to C
(sf)

Issuer: PreTSL Combination Trust I

$10,000,000 PreTSL Combination Certificates, Series P XX-2 Due
2038 (current rated balance of $6,228,870.48), Upgraded to Aaa
(sf); previously on June 26, 2014 Aa2 (sf) Placed Under Review for
Possible Upgrade

Preferred Term Securities XX, Ltd. , issued in December 2005, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities, insurance trust preferred securities, REIT
trust preferred securities and a TruPS CDO Tranche.

PreTSL Combination Certificates, Series P XX-2, a combination note
security, was issued in December 2005. It is composed of
$5,000,000 of Class A-1 notes, $4,100,000 of income notes issued
by Preferred Term Securities XX, Ltd., a TruPS CDO, and $3,200,000
face of a treasury strip due March 15, 2031 stripped from bonds
issued by the Federal Home Loan Mortgage corporation.

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. They also reflect deleveraging
of the Class A-1 notes and an increase in the transaction's over-
collateralization ratios, since January 2014.

The transaction has benefited from the updates to Moody's TruPS
CDO methodology, which 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 addition, the Class A-1 notes have paid down by approximately
6.4% or $17.6 million since January 2014, using principal proceeds
from the redemption of the underlying assets and the diversion of
excess interest proceeds. Due to the methodology update mentioned
above, Moody's gave full par credit in its analysis to four
deferring assets that meet certain criteria, totaling $25.5
million in par. As a result, the Class A-1 notes' par coverage has
thus improved to 162.8% from 147.5% since January 2014, by Moody's
calculations. Based on the trustee's June 2014 report, the senior
over-collateralization ratio was 115.8% (limit 128%), versus
114.2% in January 2014, and the over-collateralization ratio of
the Class B notes was 94.4% (limit 115.0%), versus 94.0% in
January 2014. 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.

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
notes, Class A-2 notes, and PreTSL Combination Certificates,
Series P XX-2 announced on June 26, 2014. At that time, Moody's
had placed the ratings on review for possible 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 has having a performing par (after
treating deferring securities as performing if they meet certain
criteria) of $417.2 million, defaulted/deferring par of $108
million, a weighted average default probability of 16.06%
(implying a WARF of 1526), 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.

Methodology Underlying the Rating Action

The principal methodology used in these ratings 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 uncertainties.

Loss and Cash Flow Analysis:

Moody's applied a Monte Carlo simulation framework in Moody's
CDOROM 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 v. 14.7.0.0 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 Q2-2014
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. For REIT TruPS that do not
have public ratings, Moody's REIT group assesses their credit
quality using the REIT firms' annual financials.

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 940)

Class A-1: +3

Class A-2: +2

Class B: 0

Class C: 0

Combination Certificates, Series P XX-2: 0

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 2122)

Class A-1: -1

Class A-2: -2

Class B: -1

Class C: 0

Combination Certificates, Series P XX-2: 0


RASC SERIES: Moody's Takes Action on $3.3BB of Subprime RMBS
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 137 tranches
from 52 transactions and reinstated three tranches from three
transactions issued by Residential Funding Corporation, backed by
Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: RASC Series 2005-AHL1 Trust

Cl. M-1, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-2, Upgraded to Caa3 (sf); previously on Jul 17, 2013
Upgraded to Ca (sf)

Issuer: RASC Series 2005-AHL2 Trust

Cl. A-3, Upgraded to Baa1 (sf); previously on Jul 17, 2013
Upgraded to Baa3 (sf)

Cl. M-1, Upgraded to B1 (sf); previously on Jul 17, 2013 Upgraded
to B3 (sf)

Issuer: RASC Series 2005-AHL3 Trust

Cl. A-2, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba2 (sf)

Cl. A-3, Upgraded to B1 (sf); previously on May 27, 2014 Upgraded
to B3 (sf)

Issuer: RASC Series 2005-EMX2 Trust

Cl. M-2, Upgraded to Baa1 (sf); previously on May 1, 2014 Upgraded
to Baa2 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on May 1, 2014 Upgraded
to B1 (sf)

Cl. M-4, Upgraded to Caa1 (sf); previously on May 1, 2014 Upgraded
to Caa3 (sf)

Issuer: RASC Series 2005-EMX3 Trust

Cl. M-2, Upgraded to Baa1 (sf); previously on May 1, 2014 Upgraded
to Baa2 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on May 1, 2014 Upgraded
to B1 (sf)

Cl. M-4, Upgraded to Caa1 (sf); previously on May 1, 2014 Upgraded
to Caa3 (sf)

Issuer: RASC Series 2005-EMX4 Trust

Cl. M-2, Upgraded to Ba3 (sf); previously on May 1, 2014 Upgraded
to B2 (sf)

Issuer: RASC Series 2005-KS10 Trust

Cl. M-1, Upgraded to Baa2 (sf); previously on Apr 23, 2014
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on Apr 23, 2014 Upgraded
to Caa1 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Mar 5, 2013 Affirmed C
(sf)

Issuer: RASC Series 2005-KS11 Trust

Cl. M-1, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Issuer: RASC Series 2005-KS12 Trust

Cl. M-1, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Issuer: RASC Series 2005-KS4 Trust

Cl. M-2, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-3, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Mar 5, 2013 Affirmed C
(sf)

Issuer: RASC Series 2005-KS5 Trust

Cl. M-5, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-6, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. M-7, Upgraded to Ca (sf); previously on Mar 5, 2013 Affirmed C
(sf)

Issuer: RASC Series 2005-KS7 Trust

Cl. M-3, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa2 (sf)

Cl. M-4, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba3 (sf)

Cl. M-5, Upgraded to B1 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Cl. M-6, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RASC Series 2005-KS8 Trust

Cl. M-3, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-4, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RASC Series 2005-KS9 Trust

Cl. M-4, Upgraded to Ba2 (sf); previously on May 27, 2014 Upgraded
to B1 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RASC Series 2006-EMX1 Trust

Cl. A-2, Upgraded to Baa1 (sf); previously on Mar 26, 2014
Upgraded to Baa3 (sf)

Cl. A-3, Upgraded to Baa2 (sf); previously on Mar 26, 2014
Upgraded to Ba1 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Mar 26, 2014 Upgraded
to Caa2 (sf)

Issuer: RASC Series 2006-KS2 Trust

Cl. M-1, Upgraded to Ba1 (sf); previously on Mar 26, 2014 Upgraded
to Ba3 (sf)

Cl. M-2, Upgraded to Caa2 (sf); previously on Mar 26, 2014
Upgraded to Caa3 (sf)

Issuer: RASC Series 2006-KS3 Trust

Cl. A-I-4, Upgraded to Baa2 (sf); previously on Apr 23, 2014
Upgraded to Ba1 (sf)

Cl. A-II, Upgraded to Baa2 (sf); previously on Apr 23, 2014
Upgraded to Baa3 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Apr 23, 2014 Upgraded
to Caa1 (sf)

Issuer: RASC Series 2006-KS4 Trust

Cl. A-3, Upgraded to Baa1 (sf); previously on Mar 26, 2014
Upgraded to Baa3 (sf)

Cl. A-4, Upgraded to Baa3 (sf); previously on Mar 26, 2014
Upgraded to Ba2 (sf)

Cl. M-1, Upgraded to B2 (sf); previously on Mar 26, 2014 Upgraded
to Caa1 (sf)

Issuer: RASC Series 2006-KS5 Trust

Cl. A-3, Upgraded to B1 (sf); previously on May 27, 2014 Upgraded
to B3 (sf)

Cl. A-4, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Issuer: RASC Series 2006-KS6 Trust

Cl. A-3, Upgraded to Ba2 (sf); previously on Mar 26, 2014 Upgraded
to B1 (sf)

Cl. A-4, Upgraded to B1 (sf); previously on Mar 26, 2014 Upgraded
to B3 (sf)

Cl. M-1, Upgraded to Caa3 (sf); previously on Mar 26, 2014
Upgraded to Ca (sf)

Issuer: RASC Series 2006-KS7 Trust

Cl. A-3, Upgraded to Ba3 (sf); previously on Dec 19, 2013 Upgraded
to B2 (sf)

Cl. A-4, Upgraded to B2 (sf); previously on Dec 19, 2013 Upgraded
to Caa1 (sf)

Issuer: RASC Series 2007-KS3 Trust

Cl. A-I-2, Upgraded to Ba3 (sf); previously on Dec 19, 2013
Upgraded to B2 (sf)

Cl. A-I-3, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to Ca (sf)

Cl. A-I-4, Upgraded to Ca (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RASC Series 2007-KS4 Trust

Cl. A-2, Upgraded to B3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-3, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to Ca (sf)

Cl. A-4, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: RAMP Series 2005-EFC1 Trust

Cl. M-4, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-5, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Issuer: RAMP Series 2005-EFC2 Trust

Cl. M-4, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-5, Upgraded to B1 (sf); previously on May 27, 2014 Upgraded
to B3 (sf)

Cl. M-6, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RAMP Series 2005-EFC4 Trust

Cl. M-3, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba2 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Issuer: RAMP Series 2005-EFC5 Trust

Cl. M-2, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Cl. M-4, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RAMP Series 2005-EFC6 Trust

Cl. M-2, Upgraded to Ba1 (sf); previously on May 27, 2014 Upgraded
to Ba3 (sf)

Cl. M-3, Upgraded to Caa1 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RS1 Trust

Cl. A-I-4, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. A-I-5, Upgraded to Ba2 (sf); previously on May 27, 2014
Upgraded to Ba3 (sf)

Cl. A-I-6, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-II-1, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Issuer: RAMP Series 2005-RS2 Trust

Cl. M-3, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-4, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B3 (sf)

Cl. M-5, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: RAMP Series 2005-RS4 Trust

Cl. M-3, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-4, Upgraded to Ba2 (sf); previously on May 27, 2014 Upgraded
to Ba3 (sf)

Cl. M-5, Upgraded to Caa2 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RS5 Trust

Cl. M-2, Upgraded to Baa1 (sf); previously on Mar 26, 2014
Upgraded to Baa3 (sf)

Cl. M-3, Upgraded to Ba3 (sf); previously on Mar 26, 2014 Upgraded
to B3 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on Mar 26, 2014 Upgraded
to Caa3 (sf)

Cl. M-5, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: RAMP Series 2005-RS6 Trust

Cl. M-3, Upgraded to Baa3 (sf); previously on May 27, 2014
Upgraded to Ba2 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: RAMP Series 2005-RS7 Trust

Cl. A-3, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa2 (sf)

Cl. M-1, Upgraded to Ba1 (sf); previously on May 27, 2014 Upgraded
to Ba3 (sf)

Cl. M-2, Upgraded to Caa1 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RS8 Trust

Cl. A-3, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa2 (sf)

Cl. M-1, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. M-2, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: RAMP Series 2005-RZ1 Trust

Cl. M-4, Upgraded to Baa1 (sf); previously on Jul 15, 2011
Downgraded to Baa3 (sf)

Cl. M-5, Upgraded to Baa3 (sf); previously on Jan 30, 2014
Upgraded to Ba1 (sf)

Cl. M-6, Upgraded to Ba2 (sf); previously on Jan 30, 2014 Upgraded
to Ba3 (sf)

Cl. M-7, Upgraded to B1 (sf); previously on Jan 30, 2014 Upgraded
to B3 (sf)

Cl. M-8, Upgraded to Caa1 (sf); previously on Jan 30, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RZ2 Trust

Cl. M-4, Upgraded to Ba1 (sf); previously on Jan 30, 2014 Upgraded
to Ba3 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on Jan 30, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RZ3 Trust

Cl. M-2, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Ba1 (sf)

Cl. M-3, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2005-RZ4 Trust

Cl. M-1, Upgraded to Baa1 (sf); previously on Jan 30, 2014
Upgraded to Baa3 (sf)

Cl. M-2, Upgraded to Ba1 (sf); previously on Jan 30, 2014 Upgraded
to B1 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on Jan 30, 2014 Upgraded
to Caa3 (sf)

Issuer: RAMP Series 2006-EFC2 Trust

Cl. A-3, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Cl. A-4, Upgraded to Caa1 (sf); previously on May 27, 2014
Upgraded to Caa3 (sf)

Issuer: RAMP Series 2006-NC2 Trust

Cl. A-2, Upgraded to Ba2 (sf); previously on May 27, 2014 Upgraded
to B2 (sf)

Cl. A-3, Upgraded to B2 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Issuer: RAMP Series 2006-NC3 Trust

Cl. A-2, Upgraded to Ba3 (sf); previously on Mar 26, 2014 Upgraded
to B2 (sf)

Cl. A-3, Upgraded to B2 (sf); previously on Mar 26, 2014 Upgraded
to Caa1 (sf)

Issuer: RAMP Series 2006-RS4 Trust

Cl. A-3, Upgraded to B2 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Cl. A-4, Upgraded to B3 (sf); previously on May 27, 2014 Upgraded
to Caa2 (sf)

Issuer: RAMP Series 2006-RZ1 Trust

Cl. M-1, Upgraded to Baa1 (sf); previously on Jan 30, 2014
Upgraded to Baa3 (sf)

Cl. M-2, Upgraded to Ba3 (sf); previously on Jan 30, 2014 Upgraded
to B3 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on Jan 30, 2014 Upgraded
to Caa3 (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to C (sf)

Issuer: RAMP Series 2006-RZ2 Trust

Cl. A-2, Upgraded to Ba1 (sf); previously on May 27, 2014 Upgraded
to Ba2 (sf)

Cl. A-3, Upgraded to Ba3 (sf); previously on May 27, 2014 Upgraded
to B1 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to C (sf)

Issuer: RAMP Series 2006-RZ3 Trust

Cl. A-2, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa2 (sf)

Cl. A-3, Upgraded to Baa2 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-1, Upgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Ca (sf)

Issuer: RAMP Series 2006-RZ4 Trust

Cl. A-2, Upgraded to Ba3 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Issuer: RAMP Series 2006-RZ5 Trust

Cl. A-2, Upgraded to Ba3 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Issuer: RAMP Series 2005-EFC3 Trust

Cl. M-4, Upgraded to Baa1 (sf); previously on May 27, 2014
Upgraded to Baa3 (sf)

Cl. M-5, Upgraded to B1 (sf); previously on May 27, 2014 Upgraded
to Caa1 (sf)

Cl. M-6, Upgraded to Caa2 (sf); previously on May 27, 2014
Upgraded to Ca (sf)

Cl. M-9, Reinstated to C (sf); previously on Jul 11, 2013
Withdrawn (sf)

Issuer: RAMP Series 2006-EFC1 Trust

Cl. M-1, Upgraded to Baa2 (sf); previously on Mar 26, 2014
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on Mar 26, 2014 Upgraded
to Caa1 (sf)

Cl. M-5, Reinstated to C (sf); previously on May 24, 2013
Withdrawn (sf)

Issuer: RAMP Series 2006-NC1 Trust

Cl. A-2, Upgraded to Baa3 (sf); previously on Mar 26, 2014
Upgraded to Ba3 (sf)

Cl. A-3, Upgraded to Ba1 (sf); previously on Mar 26, 2014 Upgraded
to B1 (sf)

Cl. M-1, Upgraded to Caa2 (sf); previously on Mar 26, 2014
Upgraded to Ca (sf)

Cl. M-3, Reinstated to C (sf); previously on Mar 26, 2014
Withdrawn (sf)

Issuer: RASC Series 2006-EMX2 Trust

Cl. A-2, Upgraded to Ba2 (sf); previously on May 1, 2014 Upgraded
to Ba3 (sf)

Cl. A-3, Upgraded to B1 (sf); previously on May 1, 2014 Upgraded
to B3 (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. These transactions have also
benefited from funds received from the ResCap RMBS bankruptcy
estate.

Moody's has also reinstated the ratings of Class M-9 issued by
RAMP Series 2005-EFC3 Trust, Class M-5 issued by RAMP Series 2006-
EFC1 Trust and Class M-3 issued by RAMP Series 2006-NC1 Trust
following the trustee's partial reinstatement of the principal
balance of these tranches due to the subsequent recoveries from
the ResCap RMBS bankruptcy estate. These tranches were previously
written down to zero due to realized losses and Moody's withdrew
the ratings in accordance with Moody's withdrawal policy.

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 6.1% in August 2014 from 7.2%
in August 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.


REALT 2005-1: Moody's Affirms Caa1 Rating on Class K Certificate
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on six classes
and affirmed the ratings on nine classes in Real Estate Asset
Liquidity Trust, Commercial Pass-Through Certificates, Series
2005-1 (REALT 2005-1) as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Sep 25, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Sep 25, 2013 Upgraded to
Aaa (sf)

Cl. C, Upgraded to Aaa (sf); previously on Sep 25, 2013 Upgraded
to Aa1 (sf)

Cl. D-1, Upgraded to Aa3 (sf); previously on Sep 25, 2013 Upgraded
to A2 (sf)

Cl. D-2, Upgraded to Aa3 (sf); previously on Sep 25, 2013 Upgraded
to A2 (sf)

Cl. E-1, Upgraded to A1 (sf); previously on Sep 25, 2013 Upgraded
to A3 (sf)

Cl. E-2, Upgraded to A1 (sf); previously on Sep 25, 2013 Upgraded
to A3 (sf)

Cl. F, Upgraded to Baa1 (sf); previously on Sep 25, 2013 Upgraded
to Baa2 (sf)

Cl. G, Affirmed Ba1 (sf); previously on Sep 25, 2013 Upgraded to
Ba1 (sf)

Cl. H, Affirmed Ba3 (sf); previously on Sep 25, 2013 Upgraded to
Ba3 (sf)

Cl. J, Affirmed B2 (sf); previously on Sep 25, 2013 Upgraded to B2
(sf)

Cl. K, Affirmed Caa1 (sf); previously on Sep 25, 2013 Affirmed
Caa1 (sf)

Cl. L, Affirmed Caa2 (sf); previously on Sep 25, 2013 Affirmed
Caa2 (sf)

Cl. XC-1, Affirmed Ba3 (sf); previously on Sep 25, 2013 Affirmed
Ba3 (sf)

Cl. XC-2, Affirmed Ba3 (sf); previously on Sep 25, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

The ratings on the six P&I classes, C, D-1, D-2, E-1, E-2, and F,
were upgraded due to an increase in credit support since Moody's
last review, resulting from paydowns and amortization, as well as
Moody's expectation of additional increases in credit support
resulting from the payoff of loans approaching maturity that are
well positioned for refinance. The pool has paid down by 8% since
Moody's last review. In addition, loans constituting 90% of the
pool that have a Moody's Debt Yield exceeding 13.0% are scheduled
to mature by April 15, 2015.

The ratings on the four P&I classes, A-2, B, G, and H were
affirmed because the transaction's key metrics, including Moody's
loan-to-value (LTV) ratio and Moody's stressed debt service
coverage ratio (DSCR), are within acceptable ranges.

The ratings on the three P&I classes, J, K, and L, were affirmed
because the ratings are consistent with Moody's expected loss.

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

Moody's rating action reflects a base expected loss of 1.6% of the
current balance, compared to 1.3% at Moody's last review. Moody's
base expected loss plus realized losses is now 0.6% of the
original pooled balance, compared to 0.5% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 11, compared to 13 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the September 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 62% to $131.4
million from $347.5 million at securitization. The certificates
are collateralized by 33 mortgage loans ranging in size from less
than 1% to 17% of the pool, with the top ten loans constituting
67% of the pool. Two loans, constituting 29.5% of the pool, have
investment-grade structured credit assessments. Seven loans,
constituting 12.8% of the pool, have defeased and are secured by
Canadian Government securities.

Seven loans, constituting 12.6% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

No loans have been liquidated from the pool and the trust has
experienced no principal losses to date. There are also no
specially serviced loans. Moody's has assumed a high default
probability for one poorly performing loan, constituting 3.6% of
the pool, and has estimated a small loss for this loan based on a
50% probability of default.

Moody's received full or partial year 2013 operating results for
84% of the pool, and full or partial year 2012 operating results
for 96%. Moody's weighted average conduit LTV is 62%, compared to
60% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased and CTL loans,
and specially serviced and troubled loans. Moody's net cash flow
(NCF) reflects a weighted average haircut of 13% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 1.51X and 1.74X,
respectively, compared to 1.63X and 1.82X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a structured credit assessment is the
Bayfield Mall Loan ($23.2 million -- 17.7% of the pool), which is
secured by a 443,000 SF anchored community shopping center located
in Barrie, ON. The property was constructed in 1971 and renovated
in 1998. The loan is on a 25-year amortization schedule. The
properties reported NOI has declined slightly in recent years,
which can be attributed to decreased revenue. As of September 1,
2014, the property was 87% leased. Moody's structured credit
assessment and stressed DSCR are baa3 (sca.pd) and 1.42X,
respectively, compared to baa3 (sca.pd) and 1.41X at the last
review.

The second loan with a structured credit assessment is the
Desjardins Visa Building Loan ($15.5 million -- 11.8% of the
pool), which is secured by an 11-story, 206,000 SF class B office
building located in Montreal, QC. The property was constructed in
1915 and renovated in 1993. As of March 2014, the property was
100% leased, with over 90% of the net rentable area leased to Visa
Desjardins, whose lease expires in December 2017. This tenant has
been at the property since 1993. The loan is 100% recourse to the
sponsor, Allied Properties REIT. Moody's structured credit
assessment and stressed DSCR are a3 (sca.pd) and 1.68X,
respectively, compared to a3 (sca.pd) and 1.69X at the last
review.

The top three conduit loans represent 20% of the pool balance. The
largest loan is the Fernbrae Manor Loan ($9.8 million -- 7.4% of
the pool), which is secured by a 186-unit retirement residence
located in Kelowna, BC. The property was constructed in 2000. The
loan is 100% recourse to the sponsor, Unicare Fernbrae Holdings, a
subsidiary of Wellpoint, Inc. Moody's LTV and stressed DSCR are
79% and 1.22X, respectively, compared to 76% and 1.29X at the last
review.

The second largest loan is the Pleasantview Walk Project Loan
($8.2 million -- 6.2% of the pool), which is secured by a 68-unit
multifamily property located in Brampton, ON. The property was
constructed in 2003. The loan is 100% recourse to the sponsor.
Moody's LTV and stressed DSCR are 86% and 0.97X, respectively,
compared to 90% and 0.93X at the last review.

The third largest loan is the Observatory Place Loan ($8.0 million
-- 6.1% of the pool), which is secured by an 86,000 SF mixed-use
office and retail plaza located in Richmond Hill, ON. The property
was constructed in 1988. The loan is 100% recourse to the sponsor.
Moody's LTV and stressed DSCR are 64% and 1.53X, respectively,
compared to 61% and 1.60X at the last review.


REGIONAL DIVERSIFIED 2004-1: Moody's Cuts Ratings on 2 Notes to C
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Regional Diversified Funding 2004-1 Ltd.:

$144,000,000 Class A-1 Floating Rate Senior Notes Due May 15,
2034 (current balance of $71,966,800.75), Upgraded to A3 (sf);
previously on June 26, 2014 Baa1 (sf) Placed Under Review for
Possible Upgrade

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

$62,000,000 Class A-2 Floating Rate Senior Notes Due May 15,
2034, Affirmed Baa3 (sf); previously on May 6, 2014 Upgraded to
Baa3 (sf)

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

$22,000,000 Class B-1 Floating Rate Senior Subordinate Notes due
May 15, 2034 (current outstanding balance of $24,205,646.20,
including deferred interest), Downgraded to C (sf); previously on
March 27, 2009 Downgraded to Ca (sf)

$95,000,000 Class B-2 Fixed/Floating Rate Senior Subordinate
Notes Due May 15, 2034 (current outstanding balance
$104,524,381.44, including deferred interest), Downgraded to C
(sf); previously on March 27, 2009 Downgraded to Ca (sf)

Regional Diversified Funding 2004-1 Ltd., issued in March 2004, is
a collateralized debt obligation backed by a portfolio of bank
trust preferred securities (TruPS).

Ratings Rationale

The upgrade of the Class A-1 notes is primarily a result of the
updates to Moody's TruPS CDO methodology described in "Moody's
Approach to Rating TruPS CDOs" published in June 2014, the
deleveraging of the Class A-1 notes, an increase in the
transaction's overcollateralization ratios, and the resumption of
interest payments of a previously deferring asset since the rating
action in May 2014. However, the junior notes are not likely to
benefit from these improvements. Due to the event of default that
occurred in November 2009, the deal is subject to the auction
priority of payments. Therefore, the Class B-1 and Class B-2 notes
will not resume interest or principal payments until the Class A-1
and Class A-2 notes are paid in full. Furthermore, due to the low
senior subordinate overcollateralization ratio, Moody's believes
that the Class B notes will not recoup a significant portion of
its principal and deferred interest.

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
1.73% or $1.3 million since May 2014, using principal proceeds
from the redemption of the underlying assets and the diversion of
excess interest proceeds. The total par amount that Moody's
treated as having defaulted or deferring declined to $120.0
million from $138.0 million in May 2014. Since May 2014, one
previously deferring bank with a par of $8.0 million had resumed
making interest payments on its TruPS. The Class A-1 notes' par
coverage has thus improved to 231.99% from 203.40% since May 2014,
by Moody's calculations. Based on the trustee's August 2014
report, the senior principal coverage ratio and senior subordinate
principal coverage ratios were 118.53% (limit 125%) and 63.43%
(limit 105.57%), versus 109.88% and 60.89% in February 2014. Due
to the continuing event of default, 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.


In taking the foregoing actions, Moody's also announced that it
had concluded its review of its rating on the issuer's Class A-1
notes announced on June 26, 2014. At that time, Moody's had placed
the rating 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 has having a performing par of $167.0
million, defaulted and deferring par of $120.0 million, a weighted
average default probability of 7.88% (implying a WARF of 804), 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.

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 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 Q2-2014 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 505)

Class A-1: +2

Class A-2: +1

Class B-1: 0

Class B-2: 0

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 1181)

Class A-1: -1

Class A-2: -2

Class B-1: 0

Class B-2: 0


ROCK 1 - CRE: S&P Lowers Rating on Class H Notes to CCC-
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from ROCK 1 - CRE CDO 2006 Ltd., a commercial real estate
collateralized debt obligation (CRE CDO) transaction.
Concurrently, S&P lowered its rating on class H and affirmed its
ratings on three other classes from the same transaction.

The rating actions reflect S&P's analysis of the transaction's
liability structure and the collateral's underlying credit
characteristics using its global CDOs of pooled structured finance
assets criteria, S&P's rating methodology and assumptions for U.S.
and Canadian commercial mortgage-backed securities (CMBS), and
S&P's CMBS global property evaluation methodology criteria.

The upgrades primarily reflect the transaction's significant
amortization.  As of the June 16, 2014, note valuation report,
classes A-1 and A-2 are paid off, while class B has a current
outstanding balance of $8.0 million, down from $31.9 million at
issuance.  Overall, the transaction's liabilities have amortized
83.2% since issuance.

According to the Aug. 11, 2014, trustee monthly report, the
transaction has no defaulted assets and its collateral, excluding
a cash balance of $6.2 million, totaled $73.7 million, while its
liabilities totaled $84.2 million, down from $500.0 million in
liabilities at issuance.  The transaction's current asset pool
includes these:

   -- Two single borrower CMBS tranches ($27.6 million, 37.4%);
   -- Six CRE CDO tranches ($25.3 million, 34.3%);
   -- One first-mortgage whole loan ($12.8 million, 17.4%); and
   -- One conduit CMBS tranche ($8.0 million, 10.9%).

Using loan performance information provided by the collateral
manager, S&P determined an asset-specific recovery rate in its
analysis of the sole mortgage loan ($12.8 million, 17.4%) using
its criteria for U.S. and Canadian CMBS and our CMBS global
property evaluation methodology.

S&P's analysis also considered qualitative factors such as the
near-term maturities of the loans over the next couple of years,
refinancing prospects, and loan modifications.

According to the Aug. 11, 2014, trustee report, the deal has
passed all of its overcollateralization and interest coverage
tests.

RATINGS LIST

ROCK 1 - CRE CDO 2006 Ltd.
                     Rating
Class   Identifier   To          From
B       772644AC4    AA+ (sf)    BBB+ (sf)
C       772644AD2    A+ (sf)     BB+ (sf)
D       772644AE0    A (sf)      BB- (sf)
E       772644AF7    A- (sf)     B+ (sf)
F       772644AG5    BBB- (sf)   B+ (sf)
G       772644AH3    B (sf)      B (sf)
H       772644AJ9    CCC- (sf)   CCC+ (sf)
J       772644AK6    CCC- (sf)   CCC- (sf)
K       772644AL4    CCC- (sf)   CCC- (sf)


SCHOONER TRUST 2006-5: Moody's Affirms B1 Rating on Cl. J Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on seven
classes and upgraded the ratings on six classes in Schooner Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-5 as
follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 14, 2013 Affirmed
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 14, 2013 Affirmed
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Nov 14, 2013 Upgraded
to Aa1 (sf)

Cl. C, Upgraded to Aa2 (sf); previously on Nov 14, 2013 Upgraded
to A1 (sf)

Cl. D, Upgraded to A3 (sf); previously on Nov 14, 2013 Affirmed
Baa2 (sf)

Cl. E, Upgraded to Baa1 (sf); previously on Nov 14, 2013 Affirmed
Baa3 (sf)

Cl. F, Upgraded to Baa2 (sf); previously on Nov 14, 2013 Affirmed
Ba1 (sf)

Cl. G, Upgraded to Baa3 (sf); previously on Nov 14, 2013 Affirmed
Ba2 (sf)

Cl. H, Affirmed Ba3 (sf); previously on Nov 14, 2013 Affirmed Ba3
(sf)

Cl. J, Affirmed B1 (sf); previously on Nov 14, 2013 Affirmed B1
(sf)

Cl. K, Affirmed B2 (sf); previously on Nov 14, 2013 Affirmed B2
(sf)

Cl. L, Affirmed B3 (sf); previously on Nov 14, 2013 Affirmed B3
(sf)

Cl. XC, Affirmed Ba3 (sf); previously on Nov 14, 2013 Affirmed Ba3
(sf)

Ratings Rationale

The ratings on six 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 because the credit
performance of the referenced classes are consistent with Moody's
expectations.

The ratings on six P&I classes were upgraded primarily due to an
increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the payoff
of loans approaching maturity that are well positioned for
refinance. The pool has paid down by 3% since Moody's last review.
In addition, loans constituting 86% of the pool that have debt
yields exceeding 10.0% are scheduled to mature within the next 18
months.

Moody's rating action reflects a base expected loss of 1.3% of the
current balance, compared to 1.4 % at Moody's last review. Moody's
base expected loss plus realized losses is now 0.9 % of the
original pooled balance, compared to 1.0% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR, and Moody's property quality
grade (which reflects the capitalization rate Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on the remaining conduit classes are either
interpolated between these two data points or determined based on
a multiple or ratio of either of these two data points. For fusion
deals, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
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 32, down from 33 as of Moody's last review.

Deal Performance

As of the August 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 30.5% to $338
million from $487 million at securitization. The certificates are
collateralized by 74 mortgage loans ranging in size from less than
1% to 7.2% of the pool, with the top ten loans constituting 40% of
the pool. Two loans, constituting 10.2% of the pool, have
investment-grade structured credit assessments. Ten loans,
constituting 12.5% of the pool, have defeased and are secured by
Canadian government securities.

Two loans, constituting 1.3% 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.

There are currently zero loans have been liquidated from the pool.
The are zero loans that are currently in special servicing.

Moody's received full or partial year 2013 operating results for
94% of the pool, and full or partial year 2012 operating results
for 99%. Moody's weighted average conduit LTV is 72.7%, compared
to 74.4% at Moody's last review. Moody's conduit component
excludes loans with structured credit assessments, defeased and
CTL loans, and specially serviced and troubled loans. Moody's net
cash flow (NCF) reflects a weighted average haircut of 10.4% to
the most recently available net operating income (NOI). Moody's
value reflects a weighted average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.51X and 1.48X,
respectively, compared to 1.52X and 1.44X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a structured credit assessment is the Briton
House Loan ($24.4 million -- 7.2% of the pool), which is secured
by a 220 room retirement home located in the Toronto, Ontario. The
property's amenities include a pool, a simulated indoor beach,
recital hall and chapel. The collateral includes a 4,000 square
foot IGA grocery store located on the ground floor. As of April
2013, the property was 97% leased compared to 95% at last review.
Performance has improved and is benefiting from amortization.
Moody's structured credit assessment and stressed DSCR are
baa1(sca.pd) and 1.72X, respectively, compared to baa2(sca.pd) and
1.52X at the last review.

The second loan with a structured credit assessment is the
Greenwood Beach Retail Centre Loan ($10.2 million -- 3.0% of the
pool), which is secured by three mixed-use properties totaling
105,148 square feet and located in Toronto, Ontario. Major tenants
include Alliance Atlantis (movie theater), Ontario Jockey Club and
Beach Fitness Centre. As of August 2014, the properties were 64%
leased compared to 96% at last review. The drop in occupancy is
due to the Ontario Jockey Club downsizing by over 29,000 square
feet in April 2014. The loan is amortizing on a 20-year schedule
and is 100% recourse to the borrower. The sponsor is EMM Financial
Corp. Moody's structured credit assessment and stressed DSCR are
baa1(sca.pd) and 1.67X, respectively, compared to a3(sca.pd) and
1.68X at the last review.

The top three conduit loans represent 14.1% of the pool balance.
The largest loan is the Lindsay Square Loan ($16.8 million -- 5.0%
of the pool), which is secured by secured by a 193,933 square foot
anchored retail mall located in Lindsay, Ontario. As of April
2014, the property was 95% leased compared to 97% at last review.
The loan is benefiting from amortization and is partial recourse
to the borrower. Moody's LTV and stressed DSCR are 89.1% and
1.09X, respectively, compared to 87.9% and 1.11X at the last
review.

The second largest loan is the 380 & 400 Waterloo Avenue Loan
($15.9 million -- 4.7% of the pool), which is secured by a 262-
unit multifamily property located in Guelph, Ontario. As of April
2014, the property is 97% leased compared to 100% at last review.
The loan is benefiting from amortization and is 100% recourse. The
sponsor is Homestead Land Holdings. Moody's LTV and stressed DSCR
are 73.6% and 1.14X, respectively, compared to 77.5% and 1.08X at
the last review.

The third largest loan is the Springdale Square Loan ($14.9
million -- 4.4% of the pool), which is secured by is secured by a
105,938 square foot anchored retail property located in Brampton,
Ontario. As of April 2014, the property was 95% leased compared to
97% at last review. The loan is benefiting from amortization and
is 100% recourse. The sponsor is Heritage Court Holdings. Moody's
LTV and stressed DSCR are 82.2% and 1.15X, respectively, compared
to 83.6% and 1.13X at the last review.


SDART 2012-6: Fitch Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
As part of its ongoing surveillance, Fitch Ratings has taken the
following rating actions on the Santander Drive Auto Receivables
Trust 2012-6 transaction:

   -- Class A-3 affirmed at 'AAAsf'; Outlook Stable;

   -- Class B upgraded to 'AAAsf' from 'AAsf; Outlook Stable;

   -- Class C upgraded to 'AAsf' from 'Asf'; Outlook to Positive
      from Stable;

   -- Class D affirmed at 'BBBsf'; Outlook to Positive from
      Stable;

   -- Class E affirmed at 'BBsf'; Outlook Stable.

KEY RATING DRIVERS

The rating actions are based on available credit enhancement and
loss performance.  The collateral pool continues to perform within
Fitch's expectations.  Under the credit enhancement structure, the
securities are able to withstand stress scenarios consistent with
the current rating and make full payments to investors in
accordance with the terms of the documents.

Fitch's review is based on the initial base case cumulative net
loss (CNL) estimate of 15.00%.  However, based on current loss
trends, Fitch projects CNL for this pool to be in the 13.10%
range.

Under Fitch's base recommended cash flow modeling scenario, class
B and C meet the threshold for an upgrade.  Placing class D on
Rating Outlook Positive reflects Fitch's expectation that this
note will likely be eligible for an upgrade given additional
amortization.  Fitch will continue to monitor the transaction and
may take additional rating actions within this timeframe.

The ratings reflect the quality of Santander Consumer USA, Inc.'s
retail auto loan originations, the adequacy of its servicing
capabilities, and the sound financial and legal structure of the
transaction.

RATING SENSITIVITY

Unanticipated increases in the frequency of defaults and loss
severity could produce loss levels higher than the current
projected base case loss proxy and impact available loss coverage
and multiples levels for the transaction.  Lower loss coverage
could impact ratings and Rating Outlooks, depending on the extent
of the decline in coverage.

In this review of the transaction, class A, B and C demonstrate
limited sensitivity to various loss-timing scenarios.  Classes D
and E show muted growth in their respective rating loss multiples
under a back-ended loss timing scenario.

To date, the transaction has exhibited strong performance with
losses within Fitch's initial expectations, with rising loss
coverage and multiple levels consistent with the current ratings.
A material deterioration in performance would have to occur within
the asset pool to have potential negative impact on the
outstanding ratings.


SDART 2014-4: S&P Assigns 'BB+' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Santander Drive Auto Receivables Trust 2014-4's $1,429.41 million
automobile receivables-backed notes series 2014-4.

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

The ratings reflect:

   -- The availability of 52.28%, 45.86%, 36.96%, 31.40%, and
      27.47% 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 its 15.00%-
      16.00% expected cumulative net loss.

   -- The timely interest and principal payments made under
      stressed cash flow modeling scenarios appropriate to the
      assigned 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 ratings during the first year, and its ratings
      on the class D and E notes will remain within two rating
      categories of the assigned 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.

RATINGS ASSIGNED

Santander Drive Auto Receivables Trust 2014-4

Class       Rating       Type          Interest        Amount
                                       Rate          (mil. $)
A-1         A-1+ (sf)    Senior        Fixed          238.700
A-2-A       AAA (sf)     Senior        Fixed          220.000
A-2-B       AAA (sf)     Senior        Floating       233.000
A-3         AAA (sf)     Senior        Fixed          162.000
B           AA (sf)      Subordinate   Fixed          166.800
C           A (sf)       Subordinate   Fixed          206.400
D           BBB+ (sf)    Subordinate   Fixed          123.100
E           BB+ (sf)     Subordinate   Fixed           79.414


SIERRA TIMESHARE 2011-3: Fitch Affirms BB Rating on Class C Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for the following two
Sierra Timeshare Receivables transactions:

Sierra Timeshare 2011-3 Receivables Funding, LLC

   -- Class A notes at 'Asf';
   -- Class B notes at 'BBBsf';
   -- Class C notes at 'BBsf'.

The Rating Outlook has been revised to Positive from Stable.
Sierra Timeshare 2012-3 Receivables Funding, LLC

   -- Class A notes at 'Asf';
   -- Class B notes at 'BBBsf'.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

The rating affirmations reflect the ability of each transaction's
credit enhancement (CE) to provide loss coverage consistent with
the current ratings.  The Positive Outlook designation for all
classes of notes reflects strong performance to date and the
expectation that CE is expected to increase resulting in higher
stress loss coverage to all the notes.

Fitch will continue to monitor economic conditions and their
impact as they relate to timeshare asset-backed securities and the
trust level performance variables and update the ratings
accordingly.

RATING SENSITIVITY

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 affect ratings
and Rating Outlooks, depending on the extent of the decline in
coverage.

To date, the transactions have exhibited minimal defaults (due to
repurchases) and default performance is consistent with Fitch's
initial expectations.  Default coverage and multiple levels are
consistent with the current ratings.  A material deterioration in
performance would have to occur within the asset pools to have
potential negative impact on the outstanding ratings.

Fitch's stress and rating sensitivity analyses are discussed in
the presale reports titled 'Sierra Timeshare 2011-3 Receivables
Funding, LLC (US ABS)' and 'Sierra Timeshare 2012-3 Receivables
Funding, LLC (US ABS)', dated Nov. 10, 2011 and dated Oct. 24,
2012.

Fitch's analysis of the Representations and Warranties (R&W) of
these transactions can be found in 'Sierra Timeshare 2011-3
Receivables Funding LLC - Appendix' and 'Sierra Timeshare 2012-3
Receivables Funding LLC - Appendix'.  These R&W are compared to
those of typical R&W for the asset class as detailed in the
special report 'Representations, Warranties, and Enforcement
Mechanisms in Global Structured Finance Transactions' dated
April 17, 2012.


SILVER SPRING: Moody's Assigns B2 Rating on $4.1MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to eight classes of
notes issued by Silver Spring CLO Ltd

Moody's rating action is as follows:

$258,000,000 Class A Senior Secured Floating Rate Notes due 2026
(the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

$36,900,000 Class B-1 Senior Secured Floating Rate Notes due 2026
(the "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

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

$10,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class C-1 Notes"), Definitive Rating Assigned
A2 (sf)

$11,100,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2026 (the "Class C-2 Notes"), Definitive Rating Assigned A2
(sf)

$22,700,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class D Notes"), Definitive Rating Assigned Baa3
(sf)

$20,700,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

$4,100,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class F Notes"), Definitive Rating Assigned B2 (sf)

The Class A 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 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.

Silver Spring is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of second lien loans
and unsecured loans. The Issuer's documents require the portfolio
to be at least 95% ramped as of the closing date.

Silvermine Capital 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 has 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: $400,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2500

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 46.5%

Weighted Average Life (WAL): 8.1 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 2500 to 2875)

Rating Impact in Rating Notches

Class A Notes: 0

Class B-1 Notes: -1

Class B-2 Notes: -1

Class C-1 Notes: -2

Class C-2 Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2500 to 3250)

Rating Impact in Rating Notches

Class A Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C-1 Notes: -3

Class C-2 Notes: -3

Class D Notes: -2

Class E Notes: -1

Class F Notes: -3

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

Moody's V 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.


SORIN REAL ESTATE I: Moody's Affirms C Rating on 5 Note Classes
---------------------------------------------------------------
Moody's Investors Service has affirmed ratings on the following
notes issued by Sorin Real Estate CDO I Ltd.:

Cl. A1 Floating Rate Senior Notes, Affirmed Ba2 (sf); previously
on Sep 25, 2013 Upgraded to Ba2 (sf)

Cl. A2 Floating Rate Senior Notes, Affirmed Ca (sf); previously on
Sep 25, 2013 Affirmed Ca (sf)

Cl. B Floating Rate Senior Notes, Affirmed Ca (sf); previously on
Sep 25, 2013 Affirmed Ca (sf)

Cl. C Floating Rate Subordinate Notes, Affirmed C (sf); previously
on Sep 25, 2013 Affirmed C (sf)

Cl. D Floating Rate Subordinate Notes, Affirmed C (sf); previously
on Sep 25, 2013 Affirmed C (sf)

Cl. E Floating Rate Subordinate Notes, Affirmed C (sf); previously
on Sep 25, 2013 Affirmed C (sf)

Cl. F Fixed Rate Subordinate Notes, Affirmed C (sf); previously on
Sep 25, 2013 Affirmed C (sf)

Ratings Rationale

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 and
Re-remic) transactions.

Sorin Real Estate CDO I Ltd. is a cash transaction whose
reinvestment period ended in September 2010. The transaction is
wholly backed by a portfolio of: i) commercial mortgage backed
securities (CMBS) (37.6% of the pool balance); ii) ABS, primarily
in the form of subprime RMBS securities (28.3%); iii) CRE CDO &
Re-Remic securities(16.6%); and iv) b-notes (17.5%). As of the
trustee's August 29, 2014 report, the aggregate note balance of
the transaction, including preferred shares, is $177.9 million,
compared to $190.5 million at last review with paydowns directed
to the senior most outstanding class of notes.

The pool contains 11 assets totaling $28.7 million (20.3% of the
collateral pool balance) that are listed as defaulted assets as of
the trustee's August 29, 2014 report. All of the defaulted assets
are ABS. While there have been limited realized losses on the
underlying collateral to date, Moody's does expect
moderate/significant losses to occur on the defaulted assets.

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 3009,
compared to 3475 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 (9.8%, compared to 5.1% at last
review); A1-A3 (0%, compared to 4.4% at last review); Baa1-Baa3
(20.1%, compared to 24.9% at last review); Ba1-Ba3 (18.2%,
compared to 17.7% at last review); B1-B3 (21.3%, compared to 12.7%
at last review); Caa1-Ca/C (30.5%, compared to 35.1% at last
review).

Moody's modeled a WAL of 3.0 years, compared to 3.3 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 8.0%, compared to 16.5% at last
review.

Moody's modeled a MAC of 15.9%, compared to 11.9% 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 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 rate of the underlying collateral and
credit assessments. However, in light of the performance
indicators noted above, Moody's believe that it is unlikely that
the ratings announced are sensitive to further change.

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.


SOUNDVIEW HOME: Moody's Raises Ratings on 2 Tranches to Caa1
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
tranches and reinstated the rating of one tranche issued by
Soundview Home Loan Trust 2006-WF1. Moody's also placed one bond
on review for possible upgrade. The tranches are backed by Alt-A
RMBS loans issued in 2006.

Complete rating actions are as follows:

Issuer: Soundview Home Loan Trust 2006-WF1

Cl. A-2, Upgraded to B3 (sf) and Placed Under Review for Possible
Upgrade; previously on Aug 30, 2012 Downgraded to Caa3 (sf)

Cl. A-3, Upgraded to Caa1 (sf); previously on Nov 5, 2010
Downgraded to Caa3 (sf)

Cl. A-4, Upgraded to Caa1 (sf); previously on Nov 5, 2010
Downgraded to Caa3 (sf)

Cl. M-3, Reinstated to C (sf); previously on Jan 11, 2012
Withdrawn (sf)

Ratings Rationale

The rating actions are a result of a $54.5 million representations
and warranties settlement received by the trust in the June 2014
remittance period. The senior bonds were paid down by this amount
and the mezzanine bonds were written up by $54.5 million from
zero.

The class A-2 rating has been upgraded to B3 (sf) and placed on
review for possible upgrade pending clarification from the trustee
how principal will be paid to this bond. The Pooling and Servicing
Agreement states that the senior certificates will be paid pro-
rata on any distribution date when the mezzanine certificates are
reduced to zero, but sequentially otherwise. However, the trustee
has continued to pay the senior bonds pro-rata. Moody's plan to
take final action once Moody's receive clarification from the
trustee on how principal will be distributed to the class A-2.

Moody's is also reinstating the rating of Class M-3 following the
trustee's reinstatement of the principal balance of this tranche.
The class M-3 had previously taken losses and was written down to
zero as of February 2010, as reflected in the trustee report. As a
result, Moody's withdrew its rating in accordance with Moody's
withdrawal policy. As of the June 2014 remittance report the
trustee has written the bond balance back up to $6.5 million as a
result of a representations and warranties settlement payment.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.1% in August 2014 from 7.2%
in August 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.


TIAA SEASONED 2007-C4: S&P Cuts Rating on 3 Note Classes to D
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from TIAA
Seasoned Commercial Mortgage Trust 2007-C4, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  In addition, S&P
lowered its ratings on five classes and affirmed its ratings on
six other classes from the same transaction.

S&P's rating actions on the principal- and interest-paying
certificates follow its analysis of the transaction, primarily
using its criteria for rating U.S. and Canadian CMBS transactions.
This included a review of the credit characteristics and
performance of the remaining assets in the pool, the transaction's
structure, and the liquidity available to the trust.

S&P raised its ratings on classes B, C, D, E, and F to reflect its
expectation of the available credit enhancement for these classes,
which S&P believes is greater than its most recent necessary
credit enhancement estimate for the respective rating levels.  The
upgrades also follow S&P's views regarding the current and future
performance of the transaction's collateral, available liquidity
support, and the trust balance's significant reduction.

The downgrades on classes J, K, L, M, and N reflect reduced
liquidity support available to these classes due to ongoing
interest shortfalls.  The downgrades also reflect credit support
erosion that S&P anticipates will occur upon the eventual
resolution of the two assets ($93.2 million, 15.2%) with the
special servicer (discussed below).  Specifically, S&P lowered its
ratings on classes L, M, and N to 'D (sf)' because it expects the
accumulated interest shortfalls to remain outstanding in the
future.

As of the Aug. 15, 2014, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $119,821
primarily from $100,369 in appraisal subordinate entitlement
reduction amounts and $19,452 in special servicing fees.  The
current monthly interest shortfalls affected classes subordinate
to and including class K.

The affirmations reflect S&P's expectation that the available
credit enhancement for these classes will be within its necessary
credit enhancement estimate required for the current ratings.

S&P affirmed its 'AAA (sf)' ratings on the class X interest-only
(IO) certificates based on its criteria for rating IO securities.

TRANSACTION SUMMARY

As of the Aug. 15, 2014, trustee remittance report, the collateral
pool balance was $614.6 million, which is 29.4% of the pool
balance at issuance.  The pool currently includes 46 loans and one
real estate owned (REO) asset (reflecting cross-collateralized and
cross-defaulted loans), down from 133 loans at issuance.  Two of
these assets ($93.2 million, 15.2%) are with the special servicer,
one ($5.4 million, 0.9%) is defeased, and 11 ($82.6 million,
13.4%) are on the master servicer's watchlist.  The master
servicer, Wells Fargo Bank N.A., reported financial information
for 84.9% of the nondefeased loans in the pool, 100% of which was
partial- or year-end 2013 data.

S&P calculated a 1.41x Standard & Poor's weighted average debt
service coverage (DSC) and 67.1% loan-to-value (LTV) ratio using
S&P's 7.38% weighted average capitalization rate.  The DSC and LTV
calculations exclude the two specially serviced assets, one
defeased loan, and one loan ($12.0 million, 2.0%) that S&P deemed
to be credit-impaired.

The top 10 nondefeased loans have an aggregate outstanding pool
trust balance of $322.5 million (52.5%).  For nine of the top 10
nondefeased loans, S&P calculated a weighted average DSC and LTV
of 1.49x and 63.1%, respectively.  The remaining loan is specially
serviced and discussed below.

To date, the transaction has experienced $23.2 million in
principal losses, or 1.1% of the original pool trust balance.  S&P
expects losses to reach approximately 3.0% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the three specially serviced and credit impaired assets.

CREDIT CONSIDERATIONS

As of the Aug. 15, 2014, trustee remittance report, two assets in
the pool were with the special servicer, C-III Asset Management
LLC (C-III).  In addition, S&P considered the Henderson Beltway
Office Center loan to be credit-impaired because it has a
nonperforming matured balloon payment status.  As a result, S&P
considered this loan to have an increased risk of default.
Details of the these three assets, one of which is a top 10
nondefeased loan, are as follows:

The Algonquin Commons Portfolio loan ($86.0 million, 14.0%)
consists of two cross-collateralized and cross-defaulted loans and
has a total reported exposure of $101.9 million.  The Algonquin
Commons Phase I loan is secured by a 418,451-sq.-ft. retail
property in Algonquin, Ill.  The Algonquin Commons Phase II loan
is secured by a 146,339-sq.-ft. retail property in Algonquin, Ill.
The Algonquin Commons Portfolio loan was transferred to C-III on
June 20, 2012, because the borrower stated that it could no longer
fund property shortfalls. C-III indicated that it had filed for
foreclosure on Dec. 26, 2012.  An appraisal reduction amount of
$22.4 million is in effect against this loan.  S&P expects a
moderate loss upon this loan's eventual resolution.

The Henderson Beltway Office Center loan ($12.0 million, 2.0%) is
secured by a 112,206-sq.-ft. office property in Henderson, Nev.
The loan has a nonperforming matured balloon payment status and
matured on July 10, 2014.  According to Wells Fargo, the borrower
was granted a 30-day forbearance to refinance the loan and is
currently working on an additional 30-day forbearance.  The
reported DSC was 1.53x for year-end 2013.  S&P expects a minimal,
if any, loss upon the eventual resolution of the loan.

The Baymeadows Business Center REO asset ($7.2 million, 1.2%) is a
132,102-sq.-ft. office property in Jacksonville, Fla. and has a
total reported exposure of $8.9 million.  The loan was transferred
to the special servicer on Nov. 10, 2008, and the property became
REO on Oct. 18, 2012.  The reported DSC was 1.64x for year-end
2013.  S&P expects a minimal loss upon this asset's eventual
resolution.

S&P estimated losses for the three specially serviced and credit-
impaired assets and arrived at a 36.7% weighted average loss
severity.

With respect to the specially serviced and credit-impaired assets
noted above, a minimal loss is less than 25%, a moderate loss is
26%-59%, and a significant loss is 60% or greater.

RATINGS RAISED

TIAA Seasoned Commercial Mortgage Trust 2007-C4
Commercial mortgage pass-through certificates

             Rating
Class     To         From         Credit enhancement (%)
B       AAA (sf)   AA+ (sf)       25.57
C       AA+ (sf)   AA (sf)        20.89
D       AA (sf)    AA- (sf)       17.91
E       AA- (sf)   A+ (sf)        17.06
F       A (sf)     A- (sf)        14.51

RATINGS LOWERED

TIAA Seasoned Commercial Mortgage Trust 2007-C4
Commercial mortgage pass-through certificates
             Rating
Class     To         From         Credit enhancement (%)
J       CCC (sf)   B- (sf)        5.15
K       CCC- (sf)  B- (sf)        3.88
L       D (sf)     CCC+ (sf)      2.60
M       D (sf)     CCC (sf)       1.32
N       D (sf)     CCC- (sf)      0.90

RATINGS AFFIRMED

TIAA Seasoned Commercial Mortgage Trust 2007-C4
Commercial mortgage pass-through certificates

Class        Rating               Credit enhancement (%)
A-3          AAA (sf)             64.28
A-1A         AAA (sf)             64.28
A-J          AAA (sf)             27.27
G            BBB- (sf)            11.11
H            BB (sf)              8.98
X            AAA (sf)             N/A

N/A--Not applicable.


TRAPEZA CAPITAL: Court Decision Favors Holders of TruPS CDOs
------------------------------------------------------------
A court decision entered in the first week of September 2014 in
favor of Trapeza Capital Management, LLC, is positive for holders
of trust-preferred collateralized debt obligations (TruPS CDOs),
Fitch Ratings says.  The court decided not to dismiss the Chapter
7 involuntary bankruptcy Trapeza filed against FMB Bancshares in
June as requested by the bank.

The judge in this case stated that the terms of the indenture and
amended trust agreement give Trapeza the right, as the sole
creditor, to force liquidation of the subsidiary bank as an option
to remedy a default on the note.  Although FMB is legally
prohibited from making any distributions of interest or principal
on trust-preferred securities without prior approval of the
Federal Reserve, as indicated by the regulatory enforcement
agreement, it still has the legal duty to satisfy the contractual
obligations to Trapeza.  The fact that FMB cannot make any payment
on its debt to Trapeza does not waive its legal duty to pay.

While there has been a significant increase in cures over the past
two years across the Fitch-rated TruPS CDO universe, a large
balance of issuers still continue to defer.  Fitch estimates that
51 bank issuers in 41 TruPS CDOs (totaling approximately $400
million) will reach their five-year deferral limit by year-end
2014.  Of those, 41 banks have written agreements with banking
regulators that prohibit them from making distributions on TruPS.
There have been few cases of deferring banks resuming interest
payments while under written agreement with the Fed.

Trapeza Capital Management, LLC, on behalf of Trapeza CDO XII,
Ltd., filed a Chapter 7 involuntary bankruptcy petition against
FMB Bancshares after the expiration of the deferral period in
June.  FMB filed a motion to dismiss the involuntary Chapter 7
bankruptcy, claiming it cannot make any payment to its TruPS as
the result of the written agreement with the Fed.  Now that the
motion has been denied, FMB has the option to appeal, consent with
the Chapter 7 bankruptcy petition or convert to a Chapter 11
bankruptcy petition.  A Chapter 11 bankruptcy would give FMB more
control over the process as opposed to a Chapter 7, which is
driven by the trustee.


TRAPEZA CDO V: Moody's Confirms Caa2 Rating on 2 Note Classes
-------------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Trapeza CDO V, Ltd.:

$33,000,000 Class B Third Priority Senior Secured Floating Rate
Notes Due 2034, Confirmed A1 (sf); previously on June 26, 2014 A1
(sf) Placed Under Review for Possible Upgrade

$25,000,000 Class C-1 Fourth Priority Senior Secured Floating
Rate Notes Due 2034 (current balance of $29,336,668.05), Confirmed
Caa2 (sf); previously on June 26, 2014 Caa2 (sf) Placed Under
Review for Possible Upgrade

$41,000,000 Class C-2 Fourth Priority Senior Secured
Fixed/Floating Rate Notes Due 2034 (current balance of
$48,197,184.71), Confirmed Caa2 (sf); previously on June 26, 2014
Caa2 (sf) Placed Under Review for Possible Upgrade

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

$120,000,000 Class A1A First Priority Senior Secured Floating
Rate Notes Due 2034 (current balance of $40,130,032.05), Affirmed
Aaa (sf); previously on April 11, 2014 Upgraded to Aaa (sf)

$50,000,000 Class A1B Second Priority Senior Secured Floating
Rate Notes Due 2034, Affirmed Aa2 (sf); previously on April 11,
2014 Upgraded to Aa2 (sf)

$13,000,000 Class D Mezzanine Secured Floating Rate Notes Due
2034 (current balance of $12,095,086.63), Affirmed Caa3 (sf);
previously on April 11, 2014 Upgraded to Caa3 (sf)

Trapeza CDO V, Ltd. issued in December 2003, is a collateralized
debt obligation backed by a portfolio of bank trust preferred
securities (TruPS).

Ratings Rationale

The rating actions primarily reflect slight deleveraging of the
senior notes and an increase in the transaction's
overcollateralization ratios since April 2014 as well as updates
to Moody's TruPS CDO methodology, offset by a slight deterioration
in credit quality and a correction to Moody's modeling of the
default timing profiles. As such, the expected losses on the notes
are still commensurate with their current rating levels.

The Class A1A has paid down by $1,388,142, or 3.3% since April
2014 through the diversion of excess interest proceeds. Based on
the trustee's August 2014 report, the Class A/B over-
collateralization ratio was 153.36% (limit 141.75%), versus
147.72% in March 2014, and that of the Class C/D
overcollateralization ratio was 88.73% (limit 102.0%), versus
85.89% in March 2014. The actions also reflect updates to Moody's
TruPS CDO methodology described in "Moody's Approach to Rating
TruPS CDOs" published in June 2014. 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; and (5) giving full par credit to deferring
bank TruPS that meet certain criteria and (6) raising the assumed
recovery rate for insurance TruPS.

Nonetheless, the credit quality of the underlying portfolio has
deteriorated slightly. Based on Moody's calculations, the weighted
average rating factor (WARF) deteriorated to 814.

The rating actions also reflect a correction to Moody's modeling
of the default timing profiles. Moody's modeled incorrect default
timing profiles in its April 2014 rating action. This error has
now been corrected, and the rating actions reflect this change.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class B,
C-1 and C-2 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 has having a performing par of $193.7
million, defaulted par of $50 million, a weighted average default
probability of 9.03% (implying a WARF of 814), 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.

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 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 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 570)

Class A1A: 0

Class A1B: 0

Class B: +1

Class C-1: +2

Class C-2: +2

Class D: 0

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 1212)

Class A1A: -1

Class A1B: -1

Class B: 0

Class C-1: -1

Class C-2: -1

Class D: -1


UBS-CITIGROUP 2011-C1: Moody's Affirms B2 Rating on Cl. G Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on thirteen
classes in UBS-Citigroup Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2011-C1 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed Aaa
(sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed Aaa
(sf)

Cl. A-3, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed Aaa
(sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed
Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa2 (sf); previously on Nov 7, 2013 Affirmed Aa2
(sf)

Cl. C, Affirmed A2 (sf); previously on Nov 7, 2013 Affirmed A2
(sf)

Cl. D, Affirmed Baa1 (sf); previously on Nov 7, 2013 Affirmed Baa1
(sf)

Cl. E, Affirmed Baa3 (sf); previously on Nov 7, 2013 Affirmed Baa3
(sf)

Cl. F, Affirmed Ba2 (sf); previously on Nov 7, 2013 Affirmed Ba2
(sf)

Cl. G, Affirmed B2 (sf); previously on Nov 7, 2013 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Nov 7, 2013 Affirmed Aaa
(sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Nov 7, 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 the
referenced classes.

Moody's rating action reflects a base expected loss of 2.9% of the
current balance, compared to 2.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.9% of the
original pooled balance, compared to 2.2% at the last review.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description Of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18, the same as at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the August 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 2.6% to $656
million from $674 million at securitization. The certificates are
collateralized by 32 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans constituting 63% of
the pool.

Four loans, constituting 5.5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

There have been no losses to the trust to date and currently there
are no loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans, constituting 1.8% of the pool, and has estimated
an aggregate loss of $1.8 million (a 15% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 95% of the
pool, and full or partial year 2014 operating results for 26%.
Moody's weighted average conduit LTV is 89%, compared to 97% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 10% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.21X,
respectively, compared to 1.34X and 1.09X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 29% of the pool balance. The
largest loan is the Trinity Centre Loan ($71 million -- 10.8% of
the pool), which is secured by two adjacent pre-war class B/C
office buildings in Downtown Manhattan with street-level retail.
As of December 2013, the property was 94% occupied, versus 89% at
prior review and 85% at securitization. The largest tenant is the
Port Authority of NY & NJ (15% of the NRA) with lease expirations
in July 2015 and December 2016. The Port Authority is expected to
vacate at lease expiration and move into the newly constructed 4
World Trade Center, where they have leased 600,000 SF. The $71
million loan is a pari passu portion of a total $157 million A
note which is senior to $25 million of mezzanine debt. Moody's A
Note LTV and stressed DSCR are 107% and 0.88X, respectively,
compared to 109% and 0.87X at the last review.

The second largest loan is the Poughkeepsie Galleria Loan ($68
million -- 10% of the pool), which is secured by a 691,000 SF
portion of the 1.2 million SF regional mall located about 70 miles
north of New York City in Poughkeepsie, NY. The property attracts
visitors from across the Hudson River and east into Connecticut.
Mall anchors include JCPenney, Regal Cinemas, and Dick's Sporting
Goods as part of the collateral. Anchors not part of the
collateral include Macy's, Best Buy, Target and Sears. As of March
2014, total mall occupancy was 97% versus 95% at prior review. The
$68 million loan is a pari passu portion of a total $151 million A
note which is senior to $21 million of mezzanine debt. Moody's LTV
and stressed DSCR are 95% and 1.05X, respectively, compared to 97%
and 1.03X at the last review.

The third largest loan is the Portofino at Biscayne Loan ($54
million -- 8.2% of the pool), which is secured by five, ten story
high rise apartments in North Miami. The property was constructed
in phases between 1974 to 1980 and includes a fitness center,
swimming pool, tennis courts and staffed gated security. As of
June 2014, the property was 94% lease versus 97% at prior review.
Moody's LTV and stressed DSCR are 84% and 1.09X, respectively,
compared to 88% and 1.04X at the last review.


VITESSE CLO: S&P Raises Rating on Class B2L Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A3L, B1L, and B2L notes from Vitesse CLO Ltd., a cash flow
collateralized loan obligation transaction managed by Crescent
Capital Group LP.  S&P also removed these ratings from
CreditWatch, where it placed them with positive implications on
June 18, 2014.  At the same time, S&P affirmed its 'AAA (sf)'
ratings on the class A1L, A1LR, and A2L notes.

S&P's rating actions reflect the increased credit support
available to these notes.  Since S&P's Nov. 2013 rating actions,
the class A1L and A1LR notes have paid down $183 million to 17% of
their initial issuance amounts.  The senior class A
overcollateralization ratio increased to 165% as of the August
2014 trustee report from 137% as of the Oct. 2013 trustee report,
which S&P referenced in its last rating actions.  The balance of
the 'CCC' rated and defaulted collateral has also remained stable
since Nov. 2013.

Although the class B1L and B2L notes both pass S&P's cash flow
stresses at higher rating categories, it only raised its ratings
on these two notes to 'A+ (sf)' and 'BB+ (sf)', respectively,
because they were both constrained by the top obligor test.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Vitesse CLO Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A1LR   AAA (sf)             AAA (sf)    32.73%       AAA (sf)
A1L    AAA (sf)             AAA (sf)    32.73%       AAA (sf)
A2L    AAA (sf)             AAA (sf)    32.73%       AAA (sf)
A3L    AA- (sf)/Watch Pos   AAA (sf)    6.63%        AAA (sf)
B1L    BBB+ (sf)/Watch Pos  AA (sf)     0.19%        A+ (sf)
B2L    B+ (sf)/Watch Pos    BBB+ (sf)   5.82%        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
A1LR   AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
A1L    AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
A2L    AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
A3L    AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)    AAA (sf)
B1L    AA (sf)    A+ (sf)    AA+ (sf)     AA- (sf)    A+ (sf)
B2L    BBB+ (sf)  BBB- (sf)  A- (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
A1LR   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A1L    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A2L    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A3L    AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
B1L    AA (sf)      AA- (sf)      A- (sf)       A+ (sf)
B2L    BBB+ (sf)    BBB+ (sf)     BB+ (sf)      BB+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Vitesse CLO Ltd.

           Rating
Class  To          From
A3L    AAA (sf)    AA- (sf)/Watch Pos
B1L    A+ (sf)     BBB+ (sf)/Watch Pos
B2L    BB+ (sf)    B+ (sf)/Watch Pos

RATINGS AFFIRMED

Vitesse CLO Ltd.

Class      Rating
A1L        AAA (sf)
A1LR       AAA (sf)
A2L        AAA (sf)


WACHOVIA CRE 2006-1: Moody's Hikes Rating on Cl. M Notes to B1
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Wachovia CRE CDO 2006-1:

Cl. B, Upgraded to Aaa (sf); previously on Nov 6, 2013 Upgraded to
A3 (sf)

Cl. C, Upgraded to Aaa (sf); previously on Nov 6, 2013 Upgraded to
Baa2 (sf)

Cl. D, Upgraded to Aa2 (sf); previously on Nov 6, 2013 Upgraded to
Baa3 (sf)

Cl. E, Upgraded to A1 (sf); previously on Nov 6, 2013 Upgraded to
Baa3 (sf)

Cl. F, Upgraded to A3 (sf); previously on Nov 6, 2013 Upgraded to
Ba2 (sf)

Cl. G, Upgraded to A3 (sf); previously on Nov 6, 2013 Upgraded to
Ba3 (sf)

Cl. H, Upgraded to Baa3 (sf); previously on Nov 6, 2013 Upgraded
to B1 (sf)

Cl. J, Upgraded to Ba2 (sf); previously on Nov 6, 2013 Upgraded to
B2 (sf)

Cl. K, Upgraded to Ba2 (sf); previously on Nov 6, 2013 Upgraded to
B2 (sf)

Cl. L, Upgraded to Ba2 (sf); previously on Nov 6, 2013 Upgraded to
B3 (sf)

Cl. M, Upgraded to B1 (sf); previously on Nov 6, 2013 Upgraded to
B3 (sf)

Cl. N, Upgraded to B3 (sf); previously on Nov 6, 2013 Upgraded to
Caa2 (sf)

Cl. O, Upgraded to B3 (sf); previously on Nov 6, 2013 Upgraded to
Caa2 (sf)

Ratings Rationale

Moody's has upgraded the ratings of the notes due to material pre-
payments of high credit risk collateral combined with improvements
to the credit metrics of the remaining collateral pool. The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO
CLO) transactions.

Wachovia CRE CDO 2006-1, Ltd. is a static cash transaction whose
reinvestment period ended in September 2011. The transaction is
wholly backed by a portfolio of: i) whole loans (94.1% of the
current pool balance); ii) commercial mortgage backed securities
(CMBS) (3.0%); and iii) b-notes (2.9%). As of the June 25, 2014
trustee report, the aggregate note balance of the transaction,
including preferred shares, has reduced to $306.3 million, from
$1.3 billion at issuance.

No assets had defaulted as of the August 18, 2014 trustee report.

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 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
3,190 compared to 3,543 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 (2.9% compared to 1.8% at last
review), A1-A3 (0.0% compared to 0.6% at last review), Baa1-Baa3
(0.0% compared to 14.1% at last review), Ba1-Ba3 (41.1% compared
to 29.0% at last review), B1-B3 (40.0% compared to 16.1% at last
review), and Caa1-Ca/C (16.0% compared to 38.4% at last review.

Moody's modeled a WAL of 3.9 years compared to 4.6 years at last
review. The WAL is based on assumptions about extensions on the
underlying loan collateral.

Moody's modeled a fixed WARR of 52.5% compared to 53.5% at last
review.

Moody's modeled a MAC of 25.4%, compared to 17.3% at last review.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in 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 all of the
collateral pool by 10% would result in an average modeled rating
movement on the rated notes of 0 to 5 notches down (e.g., one
notch down implies a ratings movement of Baa3 to Ba1). Increasing
the recovery rate of all of the collateral pool by 10% would
result in an average modeled rating movement on the rated notes of
0 to 6 notches up (e.g., one notch up 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.


WFRBS COMMERCIAL 2014-C23: Fitch to Rate Class F Notes 'Bsf'
------------------------------------------------------------
Fitch Ratings has issued a presale report on WFRBS Commercial
Mortgage Trust 2014-C23 Pass-Through Certificates.

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

   -- $43,360,000 Class A-1 'AAAsf'; Outlook Stable;
   -- $33,162,000 Class A-2 'AAAsf'; Outlook Stable;
   -- $8,500,000 Class A-3 'AAAsf'; Outlook Stable;
   -- $245,000,000 Class A-4 'AAAsf'; Outlook Stable;
   -- $257,750,000 Class A-5 'AAAsf'; Outlook Stable;
   -- $70,822,000 Class A-SB 'AAAsf'; Outlook Stable;
   -- $56,451,000b Class A-S 'AAAsf'; Outlook Stable;
   -- $44,691,000b Class B 'AA-sf'; Outlook Stable;
   -- $35,281,000b Class C 'A-sf'; Outlook Stable;
   -- $136,423,000b Class PEX 'A-sf'; Outlook Stable;
   -- $715,045,000* Class X-A 'AAAsf'; Outlook Stable;
   -- $11,761,000*a Class X-C 'BBsf'; Outlook Stable;
   -- $17,641,000*a Class X-D 'Bsf'; Outlook Stable;
   -- $76,444,000a Class D 'BBB-sf'; Outlook Stable;
   -- $11,761,000a Class E 'BBsf'; Outlook Stable;
   -- $17,641,000a 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 September 10, 2014.  Fitch does not expect to rate
the $156,416,000 interest-only class X-B, $39,986,629 interest-
only class X-E, $39,033,711 interest-only class X-Y, or the
$39,986,629 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 92 loans secured by 111 commercial
properties having an aggregate principal balance of approximately
$940.8 million as of the cutoff date.  The loans were contributed
to the trust by Wells Fargo Bank, National Association, The Royal
Bank of Scotland, Liberty Island Group I LLC, NCB, FSB, C-III
Commercial Mortgage LLC and Basis Real Estate Capital II, LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 73.8% of the properties
by balance, cash flow analysis of 78.3%, and asset summary reviews
on 78.3% of the pool.

KEY RATING DRIVERS

Fitch Leverage: The pool's Fitch DSCR and LTV are 1.31x and
109.2%, respectively, compared with the first half 2014 averages
of 1.19x and 105.6%, respectively.  However, excluding the 20 co-
op properties (4.8% of the pool), the pool's Fitch DSCR and LTV
are 1.10x and 113.3%, respectively.  This represents higher
leverage than other recent Fitch-rated fixed-rate deals, excluding
the 19 loans collateralized by cooperative housing (co-op)
properties.

Pool Concentration: The 10 largest loans represent 53.2% of the
total pool balance and the top 3 loans represent 28.3% of the
total pool balance.  The LCI for the pool is 431 and the SCI is
444 - both are higher than recent comparable transactions.

Limited Amortization: Approximately 16.1% of the pool is full-term
interest-only and 57.8% is partial term interest-only.  The
remainder of the pool (43 loans, 26.1%) consists of amortizing
balloon loans with loan terms of five to 10 years.  Based on the
scheduled balance at maturity, the pool will pay down 12.8%.

California Concentration: 37.7% of the pool is located in
California, including five of the top ten loans.  Further, 13.7%
of the pool is secured by retail properties in California,
including three of the top ten loans.  The California properties
are located in distinct markets throughout ten counties situated
in both northern and southern California, including: Los Angeles,
Riverside, Contra Costa, Ventura, Kern, Merced, Marin, Sonoma,
Imperial, and Santa Cruz.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 3.0% below
the most recent NOI (for properties that 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-C23 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 'BBBsf' could result.  The presale report
includes a detailed explanation of additional stresses and
sensitivities on pages 88 - 89.

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.


WHITEHORSE IV: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B and C notes from WhiteHorse IV Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
WhiteHorse Capital Partners.  S&P removed these ratings from
CreditWatch, where it placed them with positive implications on
Aug. 29, 2014.  In addition, S&P affirmed its rating on the class
D notes from the same transaction.

Following the end of the transaction's reinvestment period in
Jan. 2014, the transaction commenced paying down the class A-1
notes.  The current balance of the class A-1 notes are about 72%
of their original balance, down from 100% in June 2012 when S&P
last raised the ratings of the class A-2, B, C and D notes.

The lower balance improved the overcollateralization (O/C) in the
transaction.  The trustee reported the following O/C ratios in the
Aug. 7, 2014, monthly trustee report:

   -- The class A O/C ratio was 131.07%, up from 123.23% in May
      2012, which S&P used for its June 2012 rating actions;

   -- The class B O/C ratio was 119.86%, up from 115.20% in
      Dec. 2011;

   -- The class C O/C ratio was 113.46%, up from 110.44% in
      Dec. 2011; and

   -- The class D O/C ratio was 108.21%, up from 106.45% in
      Dec. 2011.

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 Aug. 2014 trustee report, long-dated
assets were about 6.8% of the total assets.  The results of this
sensitivity analysis affected the ratings on the class B, C, and D
notes.

Defaults increased to $6.7 million in the Aug. 2014 monthly
trustee report from $0.99 million in the May 2012 monthly trustee
report.  However, the paydowns to the class A-1 notes offset the
impact of the increase in defaults.

The upgrades reflect 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

WhiteHorse IV Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1    AA+(sf)/Watch Pos    AAA (sf)    6.67%        AAA (sf)
A-2    AA (sf)/Watch Pos    AA+ (sf)    11.09%       AA+ (sf)
B      A (sf)/Watch Pos     AA- (sf)    1.49%        A+ (sf)
C      BBB (sf)/Watch Pos   A- (sf)     0.05%        BBB+ (sf)
D      BB (sf)              BB+ (sf)    5.36%        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.

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

WhiteHorse IV Ltd.

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

RATING AFFIRMED

WhiteHorse IV Ltd.

Class        Rating
D            BB (sf)


* Fitch Lowers Rating on 113 Distressed Bonds to 'Dsf'
------------------------------------------------------
Fitch Ratings, on Sept. 16, 2014, downgraded 113 distressed bonds
in 63 U.S. RMBS transactions to 'Dsf'.  The downgrades indicate
that the bonds have incurred a principal write-down.  Of the bonds
downgraded to 'Dsf', 109 classes were previously rated 'Csf', and
four classes were rated 'CCsf'.  All ratings below 'CCCsf'
indicate a default is likely.

As part of this review, the Recovery Estimates (REs) of the
defaulted bonds were not revised.  In addition, the review focused
only on the bonds which defaulted and did not include any other
bonds in the affected transactions.

Of the 113 classes affected by these downgrades, 68 are Prime, 20
are Alt-A, and eleven are Subprime.  The remaining transaction
types are other sectors.  Approximately, 59% of the bonds have an
RE of 50%-100%, which indicates that the bonds will recover 50%-
100% of the current outstanding balance, while 24% have an RE of
0%.

KEY RATING DRIVERS

All of the affected classes had incurred a principal write-down
and are expected to endure additional losses in the future.

RATING SENSITIVITIES

While the bonds that have defaulted are not expected to recover
any material amount of lost principal in the future there is a
limited possibility this may happen.  In this unlikely scenario,
Fitch would further review the affected class.

A spreadsheet detailing Fitch's rating actions can be found at
Fitch website.  The spreadsheet also details Fitch's assignment of
REs to the transactions.  The Recovery Estimate scale is based
upon the expected relative recovery characteristics of an
obligation.  For structured finance, REs are designed to estimate
recoveries on a forward-looking basis.


* Moody's Raises Rating on $2 Billion of Subprime RMBS
------------------------------------------------------
Moody's Investors Service, on Sept. 17, 2014, upgraded the ratings
of 49 tranches from 26 subprime RMBS transactions issued from 2005
to 2006. These RMBS transactions are backed by Subprime mortgage
loans.

Complete rating actions are as follows:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE3

Cl. M-4, Upgraded to Ba3 (sf); previously on Jan 27, 2014 Upgraded
to B2 (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on Jan 27, 2014
Upgraded to Ca (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE5

Cl. M-2, Upgraded to B1 (sf); previously on Feb 21, 2014 Upgraded
to B3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE6

Cl. M-1, Upgraded to Ba1 (sf); previously on Feb 21, 2014 Upgraded
to Ba2 (sf)

Cl. M-2, Upgraded to Caa2 (sf); previously on Feb 21, 2014
Upgraded to Caa3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC3

Cl. M-5, Upgraded to Ca (sf); previously on Mar 12, 2013 Affirmed
C (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC4

Cl. M-5, Upgraded to Ba2 (sf); previously on Apr 14, 2014 Upgraded
to Ba3 (sf)

Cl. M-6, Upgraded to Ca (sf); previously on Mar 12, 2013 Affirmed
C (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC5

Cl. M-5, Upgraded to Caa1 (sf); previously on Sep 12, 2012
Confirmed at Caa3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC6

Cl. M-4, Upgraded to Caa3 (sf); previously on Feb 11, 2014
Upgraded to Ca (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC1

Cl. M-1, Upgraded to B1 (sf); previously on Apr 8, 2014 Upgraded
to B3 (sf)

Issuer: Morgan Stanley Capital I Inc. Trust 2006-NC2

Cl. A-1, Upgraded to B2 (sf); previously on Jan 27, 2014 Upgraded
to Caa1 (sf)

Cl. A-2d, Upgraded to Caa1 (sf); previously on Jan 27, 2014
Upgraded to Caa2 (sf)

Issuer: Morgan Stanley Home Equity Loan Trust 2005-2

Cl. M-5, Upgraded to Caa3 (sf); previously on Jan 27, 2014
Upgraded to Ca (sf)

Issuer: Morgan Stanley Home Equity Loan Trust 2006-1

Cl. A-1, Upgraded to Baa3 (sf); previously on Aug 21, 2013
Upgraded to Ba1 (sf)

Cl. A-2c, Upgraded to Baa3 (sf); previously on Apr 14, 2014
Upgraded to Ba1 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Apr 14, 2014 Upgraded
to Caa2 (sf)

Issuer: Morgan Stanley Home Equity Loan Trust 2006-2

Cl. A-3, Upgraded to Baa2 (sf); previously on Jan 27, 2014
Upgraded to Ba1 (sf)

Cl. A-4, Upgraded to Ba3 (sf); previously on Jan 27, 2014 Upgraded
to B2 (sf)

Issuer: New Century Home Equity Loan Trust 2005-4

Cl. M-3, Upgraded to B3 (sf); previously on Jan 27, 2014 Upgraded
to Caa2 (sf)

Issuer: New Century Home Equity Loan Trust, Series 2005-B

Cl. A-2c, Upgraded to Baa3 (sf); previously on Feb 21, 2014
Upgraded to Ba1 (sf)

Cl. A-2d, Upgraded to Ba2 (sf); previously on Feb 21, 2014
Upgraded to Ba3 (sf)

Issuer: New Century Home Equity Loan Trust, Series 2005-C

Cl. A-2c, Upgraded to Ba3 (sf); previously on Apr 14, 2014
Upgraded to B1 (sf)

Cl. A-2d, Upgraded to B2 (sf); previously on Apr 14, 2014 Upgraded
to Caa1 (sf)

Cl. M-1, Upgraded to Caa3 (sf); previously on Jun 1, 2010
Downgraded to C (sf)

Issuer: New Century Home Equity Loan Trust, Series 2005-D

Cl. A-2c, Upgraded to Ba1 (sf); previously on Apr 14, 2014
Upgraded to Ba3 (sf)

Cl. A-2d, Upgraded to B1 (sf); previously on Apr 14, 2014 Upgraded
to Caa1 (sf)

Cl. M-1, Upgraded to Caa2 (sf); previously on Apr 14, 2014
Upgraded to Ca (sf)

Issuer: Saxon Asset Securities Trust 2005-4

Cl. M-2, Upgraded to Caa1 (sf); previously on Jul 16, 2010
Downgraded to Caa2 (sf)

Issuer: Soundview Home Loan Trust 2005-2

Cl. M-6, Upgraded to B3 (sf); previously on Apr 14, 2014 Upgraded
to Caa1 (sf)

Cl. M-7, Upgraded to Ca (sf); previously on Mar 6, 2013 Affirmed C
(sf)

Issuer: Soundview Home Loan Trust 2005-4

Cl. M-1A, Upgraded to Baa3 (sf); previously on Jun 18, 2013
Upgraded to Ba1 (sf)

Cl. M-1B, Upgraded to Ba1 (sf); previously on Jun 18, 2013
Upgraded to Ba2 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Jan 27, 2014 Upgraded
to Caa1 (sf)

Issuer: Soundview Home Loan Trust 2005-DO1

Cl. M-4, Upgraded to Ba1 (sf); previously on Jan 27, 2014 Upgraded
to Ba2 (sf)

Cl. M-5, Upgraded to B2 (sf); previously on Jan 27, 2014 Upgraded
to Caa1 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-1

Cl. M2, Upgraded to Ba3 (sf); previously on Feb 21, 2014 Upgraded
to B2 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-11

Cl. A2, Upgraded to Ba2 (sf); previously on Apr 12, 2010
Downgraded to B1 (sf)

Cl. A3, Upgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Ca (sf)

Cl. A7, Upgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Ca (sf)

Issuer: Structured Asset Investment Loan Trust 2005-4

Cl. M3, Upgraded to Ba2 (sf); previously on Feb 21, 2014 Upgraded
to B1 (sf)

Cl. M4, Upgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to C (sf)

Issuer: Structured Asset Investment Loan Trust 2005-5

Cl. M2, Upgraded to Baa3 (sf); previously on Feb 21, 2014 Upgraded
to Ba2 (sf)

Cl. M3, Upgraded to B3 (sf); previously on Feb 21, 2014 Upgraded
to Caa2 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-7

Cl. M1, Upgraded to Ba2 (sf); previously on Feb 21, 2014 Upgraded
to B1 (sf)

Cl. M2, Upgraded to Ca (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2005-10HE

Cl. M-2, Upgraded to Baa3 (sf); previously on Jan 27, 2014
Upgraded to Ba1 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on Jan 27, 2014 Upgraded
to Caa2 (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to C (sf)

Ratings Rationale

The ratings upgraded are a result of improving performance of the
related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations. The actions reflect Moody's
updated loss expectations on those pools.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.1% in August 2014 from 7.2%
in August 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 Raises Ratings $453 Million of Subprime RMBS
------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 10 tranches
from five transactions issued by various issuers, backed by
Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
AG1

Cl. M-1, Upgraded to B3 (sf); previously on Oct 29, 2013 Upgraded
to Caa2 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE5

Cl. M-3, Upgraded to B1 (sf); previously on Oct 29, 2013 Upgraded
to B3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
OP1

Cl. A-1A, Upgraded to B3 (sf); previously on Aug 2, 2012 Confirmed
at Caa2 (sf)

Cl. A-1B, Upgraded to B1 (sf); previously on Aug 2, 2012 Confirmed
at Caa1 (sf)

Cl. A-2C, Upgraded to Ba2 (sf); previously on Oct 9, 2013 Upgraded
to B1 (sf)

Cl. A-2D, Upgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to C (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC2

Cl. A-2, Upgraded to Ba3 (sf); previously on Oct 10, 2013 Upgraded
to B1 (sf)

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2

Cl. M-1, Upgraded to Baa3 (sf); previously on Oct 10, 2013
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on Dec 12, 2012 Upgraded
to Caa1 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Mar 4, 2011 Downgraded
to C (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations.

The 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 6.1% in August 2014 from 7.2%
in August 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 $256.3MM Alt-A RMBS Issued 2003-2004
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of eight
tranches and placed the ratings of two tranches on review for
downgrade from three transactions backed by Alt-A RMBS loans,
issued by Countrywide and Lehman.

Complete rating actions are as follows:

Issuer: CWMBS, Inc. Mortgage Pass-Through Certificates, Series
2004-2CB

Cl. 1-A-2, Upgraded to Baa2 (sf); previously on Dec 19, 2013
Upgraded to Ba1 (sf)

Cl. 1-A-3, Upgraded to Baa2 (sf); previously on Dec 19, 2013
Upgraded to Ba1 (sf)

Cl. 1-A-4, Upgraded to Baa2 (sf); previously on Dec 19, 2013
Upgraded to Ba1 (sf)

Cl. 1-A-5, Upgraded to Baa2 (sf); previously on Dec 19, 2013
Upgraded to Ba1 (sf)

Cl. 1-A-8, Upgraded to Baa3 (sf); previously on Dec 19, 2013
Upgraded to Ba2 (sf)

Cl. 1-A-9, Upgraded to B1 (sf); previously on Oct 3, 2012
Downgraded to B3 (sf)

Cl. 2-A-1, Upgraded to B1 (sf); previously on Oct 3, 2012
Downgraded to B2 (sf)

Cl. 3-A-1, Upgraded to B1 (sf); previously on Dec 19, 2013
Confirmed at B2 (sf)

Issuer: Lehman ABS Corpration 2003-1 Trust

Cl. A1, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Jun 15, 2012 Confirmed at Ba1 (sf)

Issuer: Lehman ABS Corpration 2004-1 Trust

Cl. 2-A2, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 3, 2011 Downgraded to Baa3 (sf)

Ratings Rationale

These actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings upgraded are a result of faster paydown and
improving credit enhancement available to these bonds.

The ratings of class A1 from Lehman 2003-1 and class 2-A2 from
Lehman 2004-1 were placed on review for downgrade pending
additional clarification from the transactions' administrator, US
Bank, with regards to the principal distribution amount
calculations and waterfall for the senior tranches.

In Lehman 2003-1, both the senior and mezzanine tranches have been
consistently receiving principal distributions despite that they
are above their target enhancement levels and the transaction is
failing its delinquency trigger. In Lehman 2004-1, the tranches
are above their target enhancement levels and the transaction is
passing its delinquency trigger, but only the senior tranches are
receiving principal distributions. The actions on these tranches
will be resolved upon confirmation with the administrator, their
interpretation of the pooling and servicing agreement (PSA) and
the calculations used for the distributions.

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

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

The final rating outcome of the tranches placed on review will be
dependent on the validation of the waterfall from the
transactions' administrator, in addition to Moody's updated loss
expectations on the pools.

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 6.1% in August 2014 from 7.2%
in August 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 $81.5MM of Alt-A RMBS Issued 2004-2005
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
tranches and downgraded the ratings of five tranches from three
transactions backed by Alt-A RMBS loans, issued by multiple
issuers.

Complete rating actions are as follows:

Issuer: Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
Series 2004-4

Cl. I-A-5, Upgraded to B1 (sf); previously on Mar 3, 2011
Downgraded to B3 (sf)

Cl. II-AR-1, Upgraded to Baa3 (sf); previously on May 4, 2012
Downgraded to Ba1 (sf)

Cl. II-MR-1, Upgraded to Caa1 (sf); previously on May 4, 2012
Downgraded to Caa3 (sf)

Cl. VI-AR-1, Downgraded to B2 (sf); previously on May 4, 2012
Downgraded to Ba3 (sf)

Cl. VII-AR-2, Downgraded to B2 (sf); previously on May 4, 2012
Downgraded to Ba3 (sf)

Cl. VII-AR-3, Downgraded to B3 (sf); previously on May 4, 2012
Downgraded to B2 (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2005-
AA2

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

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP2

Cl. A-6, Downgraded to B1 (sf); previously on Jun 26, 2012
Downgraded to Ba2 (sf)

Ratings Rationale

These actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings upgraded are a result of improving
collateral performance and credit enhancement available to these
bonds. The ratings downgraded are a result of deteriorating
performance and/or structural features resulting in higher
expected losses than previously anticipated.

The rating action on Nomura 2004-AP2 also reflects a correction to
the cash-flow model used by Moody's in rating this transaction. In
prior rating actions, the calculation and payment of unpaid
interest to the senior bonds was modeled incorrectly. The error
has now been corrected, and the rating action reflects this
change.

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 6.1% in August 2014 from 7.2%
in August 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 $188MM of Prime Jumbo RMBS
----------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
tranches backed by Prime Jumbo RMBS loans, issued by miscellaneous
issuers.

Complete rating actions are as follows:

Issuer: CHL Mortgage Pass-Through Trust 2004-J1

Cl. 2-A-1, Upgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Ba3 (sf)

Cl. 2-A-3, Upgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Ba3 (sf)

Cl. 2-A-4, Upgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Ba3 (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR18

Cl. II-A-4, Upgraded to Baa3 (sf); previously on May 24, 2012
Confirmed at Ba2 (sf)

Cl. C-B-1, Upgraded to Ba2 (sf); previously on May 24, 2012
Confirmed at B1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-AR3
Trust

Cl. A-1, Upgraded to Ba1 (sf); previously on Apr 11, 2012
Downgraded to Ba3 (sf)

Cl. A-2, Upgraded to Ba1 (sf); previously on Apr 11, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrade rating actions are a result of improving
performance of the related pools and/or faster pay-down of the
bonds due to high prepayments/fast liquidations. The rating
actions for CHL Mortgage Pass-Through Trust 2004-J1 also reflect
updates and corrections to the cash-flow model used by Moody's in
rating this transaction. The changes pertain to the calculation of
the senior percentage post subordination depletion, the loss
allocation to the bonds and the allocation of principal to the
subordinate 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 6.1% in August 2014 from 7.2%
in August 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 Puts 13 Ratings From 7 CDO Deal on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services, on Sept. 17, 2014, placed its
ratings on 13 tranches from seven U.S. collateralized debt
obligation (CDO) transactions on CreditWatch with positive
implications.  Of the 13 tranches, eight are from three CDO
transactions backed by trust-preferred securities (TRuPS), and
five are from four CDOs of structured finance securities.

The CreditWatch placements follow S&P's monthly review of U.S.
cash flow CDOs and resulted from paydowns to the liabilities,
which have increased the coverage and credit enhancement available
to these notes.  In addition, for the CDOs backed by TRuPs, the
number of assets that were deferring their interest payments has
decreased.

The 13 tranches from the seven U.S. CDOs have a total original
issuance amount of $1.296 billion, with $0.96 billion from three
CDO transactions of TRuPs backed by securities issued by bank
holding companies and the remaining $0.33 billion from a CDO
backed by structured finance securities.

S&P will resolve CreditWatch placements after it completes a
comprehensive cash flow analysis and committee review for each of
the affected transactions.  S&P expects to resolve these
CreditWatch placements within 90 days.  S&P will continue to
monitor the CDO transactions we rate and take rating actions,
including CreditWatch placements, as it deems appropriate.

RATINGS PLACED ON CREDITWATCH POSITIVE

ACA ABS 2004-1 Ltd.
                            Rating
Class               To                  From
A-2                 BB- (sf)/Watch Pos  BB- (sf)


Anthracite CDO II Ltd.
                            Rating
Class               To                  From
D                   BB+ (sf)/Watch Pos  BB+ (sf)


ICONS Ltd.
                            Rating
Class               To                  From
A                   A- (sf)/Watch Pos   A- (sf)
II Comp             A- (sf)/Watch Pos   A- (sf)


Kodiak CDO II Ltd.
                            Rating
Class               To                  From
A-1                 BB- (sf)/Watch Pos  BB- (sf)
A-2                 B- (sf)/Watch Pos   B- (sf)
A-3                 CCC+ (sf)/Watch Pos CCC+ (sf)


Mach One 2004-1 LLC
                            Rating
Class               To                  From
F                   BBB (sf)/Watch Pos  BBB (sf)
G                   BB (sf)/Watch Pos   BB (sf)


Multi Security Asset Trust LP
                            Rating
Class               To                  From
A-3                 A+ (sf)/Watch Pos   A+ (sf)

Preferred Term Securities IX Ltd.
                            Rating
Class               To                  From
A-1                 A- (sf)/Watch Pos   A- (sf)
A-2                 BB+ (sf)/Watch Pos  BB+ (sf)
A-3                 BB+ (sf)/Watch Pos  BB+ (sf)


* S&P Takes Various Rating Actions on 41 US RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services, on Sept. 21, 2014, took
various rating actions on 646 ratings (one of which was a
correction) from 41 U.S. residential mortgage-backed securities
(RMBS) transactions.  These transactions are backed by loans
secured primarily by first liens on one- to four-family
residential properties.  S&P lowered its ratings on 180 classes,
raised its ratings on 21, affirmed its ratings on 376, and
withdrew ratings on 69.

The 41 reviewed transactions each have at least one pool
exhibiting all of the characteristics listed.  As discussed in
S&P's Sept. 9, 2014, "Criteria FAQ" report, "Criteria FAQ: Loss
Severity Assumptions For Securitizations Backed By Highly Seasoned
Prime Jumbo And Larger-Balance Alt-A Loans," S&P has been applying
a 20% base-case loss severity assumption to pools with these
characteristics:

   -- Contains fixed rate, highly seasoned (pre-2005 originations)
      loans;

   -- Contains prime jumbo or larger balance Alternative-A (Alt-A)
      loans;

   -- Contained a minimum of 85% 20-year or shorter amortization
      loans (short amortizing collateral) and had a weighted
      average loan-to-value (LTV) ratio of less than 40%, each
      determined at the time the deal was first surveilled using
      the 20% base-case loss severity assumption; and

   -- Had an initial weighted average LTV of 80% or less, in the
      case of the 20-year loan portion of the pool.

DOWNGRADES

The lowered ratings reflect either the tail risk present in small
loan pools (36 downgrades) or S&P's belief that its projected
credit enhancement for the affected classes will be insufficient
to cover S&P's projected losses for the affected transactions (144
downgrades) at the applicable rating scenarios.  S&P projected
increased losses for these transactions primarily because of:

   -- Increased delinquencies;
   -- Decreased credit enhancement available to the classes;
   -- A substantial change in constant prepayment rates; or
   -- Large loan delinquency shifts (e.g., a high-balance loan
      within a transaction moving from 30-days delinquent into the
      90-plus-days delinquent bucket since S&P's previous review).

Regarding tail risk, S&P believes that pools in transactions with
a declining number of loans (due to prepayment and/or defaults)
could negatively affect the credit support for the rated
securities.  S&P addressed this tail risk by conducting a loan-
level analysis that assesses the loan concentration risk within
the specific pool.

Of the 180 downgrades, ratings on 56 classes moved to non-
investment-grade ('BB+' or lower) from investment-grade ('BBB-' or
higher).  Ratings on 52 classes remained at investment-grade, and
72 were already non-investment-grade before the rating actions.

The downgrade on Banc of America Mortgage Trust 2004-1's class A-
PO to 'B- (sf)'from 'A- (sf)' reflects, in part, the correction of
an error.  This class is a principal-only class that receives
principal from loan groups across multiple collateral structures
within the transaction.  The credit risk of this class, in S&P's
view, is commensurate with the credit risk of the lowest rated
senior class in this transaction.  Therefore, the rating on the A-
PO class before the rating action should have been no higher than
'B+ (sf)', which was the rating on class 3-A-1, the lowest-rated
senior class in the transaction.  Following the rating action,
class 3-A-1 is now 'B- (sf)', and therefore S&P lowered the class
A-PO rating to 'B- (sf)'.

UPGRADES

S&P raised its ratings on 21 classes from 14 transactions due to
improved performance trends.  The upgrades reflect S&P's opinion
that its projected credit support for the classes will be
sufficient to cover the revised projected losses at the higher
rating scenarios.  Some of the upgraded classes benefit
particularly from principal payment priorities in their respective
waterfalls, which decrease their exposure to losses.

AFFIRMATIONS

Of the 376 affirmed ratings, 226 were investment-grade and 150
were non-investment-grade.  The affirmations of classes rated
above 'CCC (sf)' reflect the classes' relatively senior positions
in payment priority.  They also reflect S&P's opinion that its
projected credit support is sufficient to cover its projected
losses at those rating scenarios.  Regarding the 'CCC (sf)' and
'CC (sf)' rated classes, S&P believes that its projected credit
support will remain insufficient to cover the revised base-case
projected losses to these classes.  According to "Criteria For
Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," published
Oct. 1, 2012, the 'CCC (sf)' affirmations indicate that S&P
believes these classes are still vulnerable to default, and the
'CC (sf)' affirmations reflect S&P's belief that these classes
remain virtually certain to default.

In addition, although S&P's projected cash flows indicated an
upgrade for certain classes, it affirmed those ratings rather than
raised them to reflect specific performance characteristics that,
in S&P's view, could add volatility to those projections.  These
characteristics include:

   -- Unstable delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; or
   -- Significant growth in observed loss severities.

S&P's affirmations also considered the absence of credit
enhancement floors to mitigate the erosion of credit support.

WITHDRAWALS

S&P withdrew 69 ratings.  The ratings on 48 classes were withdrawn
due to the full payment of their outstanding security balances.

S&P withdrew ratings on nine classes from two transactions due to
the small number loans remaining.  Once a pool has declined to a
de minimis amount, S&P believes that tail risk cannot be addressed
because the high degree of credit instability is incompatible with
any rating level.

S&P also withdrew its ratings on 12 interest-only (IO) classes
from six transactions according to S&P's interest-only criteria
because the referenced classes no longer sustained a rating above
'A+ (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 it believes could affect
residential mortgage performance are:

   -- 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.


* S&P Withdraws Ratings on 63 Classes From 23 CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 46
classes from 14 cash flow (CF) collateralized loan obligation
(CLO) transactions, seven classes from six CF collateral debt
obligation (CDO) transactions backed by commercial mortgage-backed
securities (CMBS), eight classes from one CDO transaction
predominantly backed by CLO tranches (CDO of CDOs) and two classes
from two CF CDO transactions backed by mezzanine structured
finance (SF) assets.

The withdrawals follow the complete paydown of the notes as
reflected in the most recent trustee-issued note payment reports:

   -- BlackRock Senior Income Series II (CF CLO): optional
      redemption in August 2014

   -- Carlyle Arnage CLO Ltd. (CF CLO): senior most tranche paid
      down, other rated tranches still outstanding

   -- CT CDO III Ltd. (CF CDO of CMBS): senior most tranche paid
      down, other rated tranches still outstanding

   -- CWCapital COBALT I Ltd. (CF CDO of CMBS): senior most
      tranche paid down, other rated tranches still outstanding

   -- Dryden VIII-Leveraged Loan CDO 2005 (CF CLO): optional
      redemption in August 2014

   -- Duane Street CLO 1 Ltd. (CF CLO): optional redemption in
      August 2014

   -- Flagship CLO IV (CF CLO): optional redemption in Sept. 2014

   -- FMC Real Estate CDO 2005-1 Ltd. (CF CDO of CMBS): senior
      most tranche paid down, other rated tranches still
      outstanding

   -- G-FORCE 2005-RR LLC (CF CDO of CMBS): senior most tranche
      paid down, other rated tranches still outstanding

   -- Greywolf CLO I Ltd. (CF CLO): senior tranches paid down,
      last rated tranche still outstanding

   -- GSC Partners CDO Fund VII Ltd. (CF CLO): senior most
      tranches paid down, other rated tranches still outstanding

   -- Katonah VII CLO Ltd. (CF CLO): senior most tranches paid
      down, other rated tranche still outstanding

   -- Katonah VIII CLO Ltd. (CF CLO): senior most tranches paid
      down, other rated tranche still outstanding

   -- Landmark V CDO Ltd. (CF CLO): optional redemption in
      Sept. 2014

   -- LNR CDO 2003-1 Ltd. (CF CDO of CMBS): senior most tranches
      paid down, other rated tranches still outstanding

   -- N-Star Real Estate CDO I Ltd. (CF CDO of CMBS): senior most
      tranche paid down, other rated tranches still outstanding

   -- Octagon Investment Partners V Ltd. (CF CLO): optional
      redemption in Aug. 2014

   -- Sargas CLO I Ltd. (CF CLO): senior most tranches paid down,
      other rated tranche still outstanding

   -- Saybrook Point CBO Ltd. (CF SF CDO): last remaining rated
      tranche paid down

   -- Trimaran CLO IV Ltd. (CF CLO): senior most tranche paid
      down, other rated tranches still outstanding

   -- Vermeer Funding Ltd. (CF SF CDO): senior most tranche paid
      down, other rated tranches still outstanding

   -- Voya CLO I Ltd. (CF CLO): optional redemption in Sept. 2014

   -- Zais Investment Grade Ltd. X (CDO of CDOs): optional
      redemption in Aug. 2014

RATINGS WITHDRAWN

BlackRock Senior Income Series II
                    Rating              Rating
Class               To                  From
B                   NR                  AAA (sf)
C                   NR                  AAA (sf)
D-1                 NR                  BBB+ (sf)
D-2                 NR                  BBB+ (sf)

Carlyle Arnage CLO Ltd.
                    Rating              Rating
Class               To                  From
A-1LA               NR                  AAA (sf)

CT CDO III Ltd.
                    Rating              Rating
Class               To                  From
A-2                 NR                  A- (sf)

CWCapital COBALT I Ltd.
                    Rating              Rating
Class               To                  From
A-1                 NR                  BBB+ (sf)

Dryden VIII-Leveraged Loan CDO 2005
                    Rating              Rating
Class               To                  From
B                   NR                  AAA (sf)
C                   NR                  AAA (sf)
D                   NR                  AA+ (sf)

Duane Street CLO 1 Ltd.
                    Rating              Rating
Class               To                  From
C                   NR                  AAA (sf)
D                   NR                  A+ (sf)
E                   NR                  BB+ (sf)

Flagship CLO IV
                    Rating              Rating
Class               To                  From
A Fund Nts          NR                  AAA (sf)
A Rev Note          NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  A+ (sf)
D                   NR                  BB+ (sf)

FMC Real Estate CDO 2005-1 Ltd.
                    Rating              Rating
Class               To                  From
C                   NR                  BB+ (sf)

G-FORCE 2005-RR LLC 2005-RR
                    Rating              Rating
Class               To                  From
A-2                 NR                  BB+ (sf)

Greywolf CLO I Ltd.
                    Rating              Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AA+ (sf)
C                   NR                  AA- (sf)
D                   NR                  BBB+ (sf)

GSC Partners CDO Fund VII Ltd.
                    Rating              Rating
Class               To                  From
B                   NR                  AAA (sf)
C                   NR                  AAA (sf)

Katonah VII CLO Ltd.
                    Rating              Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  A+ (sf)/Watch Pos

Katonah VIII CLO Ltd.
                    Rating              Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  AA+ (sf)

Landmark V CDO Ltd.
                    Rating              Rating
Class               To                  From
A-3L                NR                  AAA (sf)
B-1L                NR                  AA (sf)
B-2L                NR                  BB+ (sf)

LNR CDO 2003-1 Ltd.
                    Rating              Rating
Class               To                  From
C-FL                NR                  BB+ (sf)
CFX                 NR                  BB+ (sf)

N-Star Real Estate CDO I Ltd.
                    Rating              Rating
Class               To                  From
B-1                 NR                  BBB+ (sf)

Octagon Investment Partners V Ltd.
                    Rating              Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
B                   NR                  AA+ (sf)/Watch Pos
C-1                 NR                  A (sf)/Watch Pos
C-2                 NR                  A (sf)/Watch Pos
D                   NR                  BBB+ (sf)

Sargas CLO I Ltd.
                    Rating              Rating
Class               To                  From
B                   NR                  AAA (sf)
C                   NR                  BBB (sf)

Saybrook Point CBO Ltd.
                    Rating              Rating
Class               To                  From
A                   NR                  BB (sf)

Trimaran CLO IV Ltd
                    Rating              Rating
Class               To                  From
A-1L                NR                  AAA (sf)

Vermeer Funding Ltd.
                    Rating              Rating
Class               To                  From
A-2                 NR                  CCC- (sf)

Voya CLO I Ltd.
                    Rating              Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
B                   NR                  AAA (sf)
C                   NR                  AA+ (sf)
D                   NR                  BBB+ (sf)

Zais Investment Grade Ltd. X
                    Rating              Rating
Class               To                  From
A-1a                NR                  A- (sf)
A-1b                NR                  A- (sf)
A-2                 NR                  BBB+ (sf)
A-3                 NR                  BBB (sf)
A-4                 NR                  BB+ (sf)
B                   NR                  CC (sf)
C                   NR                  CC (sf)
D                   NR                  CC (sf)

NR--Not rated.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
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The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
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