TCR_Public/141207.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, December 7, 2014, Vol. 18, No. 340

                            Headlines

ACAS CLO 2014-2: Moody's Assigns Ba3 Rating on $20MM Cl. E Notes
ACRE 2013-FL1: DBRS Confirms 'BB' Rating on Cl. E Certificates
AMERICAN CREDIT 2014-4: S&P Assigns BB Rating on Class D Notes
BANC OF AMERICA 2008-LS1: Moody's Cuts Cl. C Certs Rating to C
BEAR STEARNS 2005-PWR10: Fitch Lowers Rating on 5 Notes to 'Dsf'

BEAR STEARNS 2005-TC2: Moody's Ups Rating on Cl. M-6 Debt to Ca
BLUEMOUNTAIN CLO 2011-1: S&P Raises Rating on Class E Notes to BB+
C-BASS CBO IX: S&P Puts CCC+ Rating on Cl. B Debt on Watch Pos.
CITY CENTER 2011-CCHP: Moody's Affirms Ba3 Rating on Cl. E Certs
COMM 2014-TWC: DBRS Confirms BB(low) Rating on Class E Securities

CPS AUTO 2011-C: Moody's Raises Rating on Class D Debt to B1
CREDIT SUISSE 2007-C5: Fitch Lowers Rating on 2 Notes to 'Csf'
DBUBS 2011-LC1: Moody's Affirms B2 Rating on Class G Certificate
FIRSTKEY MORTGAGE 2014-1: Fitch Rates Class B-4 Certificate 'BB'
GE COMMERCIAL 2004-C2: DBRS Hikes Rating on Cl. M Certs to 'BBsf'

GE COMMERCIAL 2005-C4: Moody's Affirms C Rating on 4 Certificates
GREEN TREE 1998-3: S&P Lowers Rating on Class M-1 Notes to D
HARBOR SERIES 2006-1: Moody's Affirms Rating on 4 Note Classes
IMPACT FUNDING: S&P Assigns Bsf Rating on Class F Notes
IMPACT FUNDING 2014-1: DBRS Finalizes BB Rating on Class E Certs

JP MORGAN 2014-C25: DBRS Finalizes 'BB' Rating of Class E Certs
KKR CLO 10: S&P Assigns Preliminary BB Rating on Class E Notes
LATITUDE CLO II: Moody's Affirms B3 Rating on $9.5MM Cl. D Notes
LB-UBS 2002-C2: Moody's Affirms C Rating on Class X-CL Certs
LB-UBS COMMERCIAL 2003-C8: S&P Raises Rating on N Notes to B-

LEHMAN ABS 2003-1: Moody's Lowers Rating on Class A1 Debt to Ba3
MADISON SQUARE 2004-1: Fitch Raises Rating on Class P Notes to BB
MCAP CMBS 2014-1: DBRS Rates Class F Certificates 'BB(sf)'
MERRILL LYNCH 2002-MW1: Moody's Affirms C Rating on 3 Certs
MORGAN STANLEY 2005-TOP17: Fitch Affirms CC Rating on Cl. D Notes

MORGAN STANLEY 2006-HQ10: Fitch Affirms 'Dsf' Rating on 9 Notes
MORGAN STANLEY 2014-C14: DBRS Confirms BB(sf) Rating on Cl. F Debt
MULTI SECURITY ASSET 2005-RR4: S&P Affirms CCC- Rating on 6 Notes
NEWMARK CAPITAL 2014-2: S&P Affirms BB- Rating on Class E Notes
OCP CLO 2014-7: S&P Assigns BB Rating on Class D Notes

OCTAGON INVESTMENT XXII: Moody's Assigns B3 Rating on Cl. F Notes
OZLM IX: Moody's Assigns (P)Ba3 Rating on $26.5MM Class D Notes
SDART 2014-5: Fitch Assigns BB Rating on Class E Notes
SLM PRIVATE 2003-A: Fitch Affirms 'CCCsf' Rating on Class C Notes
US CAPITAL VI: Moody's Hikes Rating on $60MM Cl. A Notes to B3

VOYA CLO 2014-4: Moody's Assigns B2 Rating on Class E Notes

* Moody's Takes Rating Actions on $251MM RMBS Issued 2004-2007
* S&P Lowers 96 Ratings on 67 U.S. RMBS Deals to 'D(sf)'
* S&P Lowers 36 Ratings From 16 U.S. RMBS Issued 2002 to 2006


                             *********

ACAS CLO 2014-2: Moody's Assigns Ba3 Rating on $20MM Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by ACAS CLO 2014-2, Ltd.

Moody's rating action is as follows:

  $226,000,000 Class A-1 Senior Secured Floating Rate Notes due
  January 2027 (the "Class A-1 Notes"), Assigned Aaa (sf)

  $36,000,000 Class A-2 Senior Secured Fixed Rate Notes due
  January 2027 (the "Class A-2 Notes"), Assigned Aaa (sf)

  $30,000,000 Class B-1 Senior Secured Floating Rate Notes due
  January 2027 (the "Class B-1 Notes"), Assigned Aa2 (sf)

  $6,000,000 Class B-2 Senior Secured Fixed Rate Notes due
  January 2027 (the "Class B-2 Notes"), Assigned Aa2 (sf)

  $27,200,000 Class C Senior Secured Deferrable Floating Rate
  Notes due January 2027 (the "Class C Notes"), Assigned A2 (sf)

  $24,000,000 Class D Senior Secured Deferrable Floating Rate
  Notes due January 2027 (the "Class D Notes"), Assigned Baa3
  (sf)

  $20,800,000 Class E Senior Secured Deferrable Floating Rate
  Notes due January 2027 (the "Class E Notes"), Assigned Ba3 (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.

ACAS CLO 2014-2 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 portfolio is 98% ramped as of the closing
date.

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

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

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

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

Par amount: $400,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2700

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.25%

Weighted Average Life (WAL): 8 years

Methodology Underlying the Rating Action

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2700 to 3105)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: -1

Class B-2 Notes: -1

Class C Notes: -2

Class D Notes: -1

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 2700 to 3510)

Rating Impact in Rating Notches

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

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.


ACRE 2013-FL1: DBRS Confirms 'BB' Rating on Cl. E Certificates
--------------------------------------------------------------
DBRS Inc. has upgraded the following Commercial Mortgage Pass-
Through Certificates, Series 2013-FL1 issued by ACRE Commercial
Mortgage Trust 2013-FL1:

-- Class B to AAA (sf) from AA (low) (sf)
-- Class C to AA (high) (sf) from A (low) (sf)
-- Class D to BBB (sf) from BBB (low) (sf)

In addition, DBRS has confirmed the remaining classes as follows:

-- Class A at AAA (sf)
-- Class X at AAA (sf)
-- Class E at BB (low) (sf)
-- Class F at B (low) (sf)

All trends are Stable.

The transaction consists of loans secured by transitioning assets
with a current mortgage balance of $317.8 million as of the
October 2014 remittance.  The mortgage balance includes $7.3
million of future funding available to the loans, which are held
as separate participations outside the trust by a subsidiary of
the originator.  Originally, the pool consisted of 18 loans
secured by 27 commercial properties with an original trust balance
of $493.8 million, including a total of $42.7 million in future
funding commitments.  The above-noted upgrades reflect the
significant improvement in credit support to the bonds as a result
of prepayments and amortization.  Since the deal closed, six loans
have been repaid from the trust, contributing to collateral
reduction of 35.6% in the last 12 months.  Based on recently
reported rental and occupancy rates, many of the collateral
properties have reached stabilization; however, at this time,
there are no servicer reports available that would be based on a
full year of stabilized property operations given that the deal
closed in November 2013.

There are two loans on the servicer's watchlist as of the October
2014 remittance.  189 Bernardo (4.5% of the current loan balance)
is the smallest loan in the pool and is secured by a 63,271 sf
office building in Mountain View, California.  The property is
100% occupied by two tenants; however, the smaller tenant, Jasper
Technologies, Inc. (Jasper), occupies 34.4% of the NRA on a lease
that is scheduled to expire in January 2015.  Jasper has given
notice of its intent to vacate and the loan has been placed on the
servicer's watchlist.  Without this rental income, the property
cash flow would not cover the loan's debt service obligation.  The
space is currently leased at $19.10 psf gross and, according to
CoStar, Class B office space in the South Moffett Triangle
submarket achieves an average rental rate of $35.79 psf and
experiences an average vacancy of 3.3%.  The borrower is
reportedly marketing the space for $36.00 psf gross, suggesting an
upside should the Jasper space be released at market rate.  The
largest tenant, SETI Institute, is also marketing a small portion
of its space, representing 15.6% of the NRA, as available for
sublet at a rate of $23.40 triple net.  SETI Institute leases the
remainder of the building on multiple leases expiring in September
and October 2021.  As of the October 2014 remittance, the loan's
cash leasing reserve had a balance of $840,388 ($13.28 psf).

The second-largest loan in the pool is also on the servicer's
watchlist for a decline in occupancy.  Saxon Woods (12.4% of the
current pool balance) is secured by a multifamily property in
McKinney, Texas, and was 97.0% occupied at contribution, with an
average rental rate of $919 per unit.  The stabilization plan
includes unit renovations, which would require management to take
units offline.  The June 2014 occupancy dipped to 85.0%; however,
as of September 2014, occupancy has improved to 89.6% and the
average rental rate has increased to $1,054 per unit.

The pool is concentrated based on loan size as there are only 12
loans outstanding.  Additionally, the pool has a sponsorship
concentration as seven loans, representing 67.8% of the current
pool balance, share affiliates of Colony Capital, LLC (Colony
Capital) as a loan sponsor.  Colony Capital is the sole sponsor
for two loans and is 75% owner of a joint venture that sponsors
five other loans.  All loans were originated by ACRC Lender LLC, a
subsidiary of Ares Commercial Real Estate Corporation.  Typically,
the loans were issued with three-year terms with extension options
that can take some loans to a full term of five years.  Future
funding may be advanced by the master servicer to be used for
capital improvements conditional upon completion of stabilization
projects.  The special servicer is responsible for determining
whether or not funding may be advanced.  As of the October 2014
remittance, there is only one loan that has not received any of
its originally allocated future funding.  All but one outstanding
loan are scheduled to mature by July 1, 2016.  The transaction is
a sequential-pay structure and the pool is static.


AMERICAN CREDIT 2014-4: S&P Assigns BB Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
American Credit Acceptance Receivables Trust 2014-4's $178 million
asset-backed notes series 2014-4.

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

The ratings reflect S&P's view of:

   -- The availability of approximately 58.27%, 47.99%, 39.72%,
      and 36.52% of credit support for the class A, B, C, and D
      notes, respectively, based on break-even stressed cash flow
      scenarios (including excess spread), which provide coverage
      of more than 2.10x, 1.70x, 1.35x, and 1.25x S&P's 26.50%-
      27.50% expected net loss range for the class A, B, C, and D
      notes, respectively.

   -- The timely interest and principal payments made to the rated
      notes by the assumed legal final maturity dates under S&P's
      stressed cash flow modeling scenarios that S&P believes is
      appropriate for the assigned ratings.  S&P's expectation
      that under a moderate ('BBB') stress scenario, the ratings
      on the class A and B notes would remain within one rating
      category of S&P's 'AA (sf)' and 'A (sf)' ratings, and the
      ratings on the class C and D notes would remain within two
      rating categories of S&P's 'BBB (sf)' and 'BB (sf)' ratings.
      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-rating category
      downgrade within the first year for 'AA', and a two-rating
      category downgrade within the first year for 'A' through
      'BB' rated securities under moderate stress conditions.

   -- The collateral characteristics of the subprime automobile
      loans securitized in this transaction.

   -- The backup servicing arrangement with Wells Fargo Bank N.A.

   -- The transaction's payment and credit enhancement structures,
      which include performance triggers.

   -- The transaction's legal structure.

RATINGS ASSIGNED

American Credit Acceptance Receivables Trust 2014-4

Class   Rating    Type           Interest        Amount
                                 rate          (mil. $)
A       AA (sf)   Senior         Fixed           101.45
B       A (sf)    Subordinate    Fixed            35.74
C       BBB (sf)  Subordinate    Fixed            28.91
D       BB (sf)   Subordinate    Fixed            12.09


BANC OF AMERICA 2008-LS1: Moody's Cuts Cl. C Certs Rating to C
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on eight
classes and downgraded the ratings on six classes of Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2008-LS1 as follows:

Cl. A-1A, Affirmed Aa1 (sf); previously on Jan 10, 2014 Affirmed
Aa1 (sf)

Cl. A-4B, Affirmed Aa1 (sf); previously on Jan 10, 2014 Affirmed
Aa1 (sf)

Cl. A-4BF, Affirmed Aa1 (sf); previously on Jan 10, 2014 Affirmed
Aa1 (sf)

Cl. A-SM, Downgraded to A2 (sf); previously on Jan 10, 2014
Affirmed Aa3 (sf)

Cl. A-M, Downgraded to B2 (sf); previously on Jan 10, 2014
Downgraded to Ba3 (sf)

Cl. A-J, Downgraded to Caa3 (sf); previously on Jan 10, 2014
Downgraded to Caa1 (sf)

Cl. B, Downgraded to Ca (sf); previously on Jan 10, 2014 Affirmed
Caa2 (sf)

Cl. C, Downgraded to C (sf); previously on Jan 10, 2014 Affirmed
Caa3 (sf)

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

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

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

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

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

Cl. XW, Downgraded to B2 (sf); previously on Jan 10, 2014
Downgraded to B1 (sf)

Ratings Rationale

The ratings on classes A-1A, A-4B and A-4BF 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 affirmations of five below investment grade
P&I classes were affirmed because the ratings are consistent with
Moody's expected loss.

The ratings on five P&I classes were downgraded due to higher
anticipated losses from specially serviced and troubled loans.

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

Moody's rating action reflects a base expected loss of 18.9% of
the current balance, compared to 12.7% at Moody's last review.
Moody's base expected loss plus realized losses is now 21.8% of
the original pooled balance, compared to 17.8% 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.

On October 9, 2014, Moody's issued a "Request for Comment" asking
for market feedback on proposed changes to the methodology it uses
to rate conduit and fusion CMBS transactions. If Moody's adopts
the new methodology as proposed, the changes could affect the
ratings of BACM 2008-LS1.

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 55, compared to 49 at Moody's last review.

Deal Performance

As of the November 10, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $1.71
billion from $2.35 billion at securitization. The certificates are
collateralized by 195 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans constituting 31%
of the pool. Two loans, constituting less than 0.5% of the pool,
have defeased and are secured by US government securities.

Forty-four loans, constituting 18% 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.

Forty-three loans have been liquidated from the pool, resulting in
an aggregate realized loss of $188 million (for an average loss
severity of 50%). Twenty-nine loans, constituting 28% of the pool,
are currently in special servicing. The largest specially serviced
loan is the COPT Office Portfolio Loan ($150 million -- 8.8% of
the pool), which is secured by two office buildings for a total of
694,000 SF in the Westfields Corporate Center in Chantilly,
Virginia. The loan transferred to special servicing in May 2014
due to imminent default after the largest tenant (CSC Information
Systems) significantly reduced their space, and the second largest
tenant (Northtrop Gunman) exercised an early termination option.
The portfolio was 43% leased as of May 2014 compared to 96% in
June 2013. The special servicer indicated negotiations with the
borrower will be dual tracked with foreclosure.

The second largest specially serviced loan is the Boulder Green
Office and Industrial Portfolio Loan ($42.3 million -- 2.5% of the
pool), which is currently secured by three office properties
totaling 302,000 SF. The loan was transferred to special servicing
in May 2012 for maturity default and became REO in September 2012.
The loan was originally secured by six properties, one of which
was released and the other two were sold after becoming REO. The
collateral was appraised for $16.95 million in May 2014.

The third largest exposure in specially servicing is the Orlando
Industrial and Memphis Industrial Portfolio Loans (a combined
$41.5 million -- 2.4% of the pool). The Orlando Industrial
Portfolio is secured by three industrial buildings in Orlando,
Florida (the "Orlando Properties") and was cross-collateralized
and cross-defaulted with the Memphis Industrial Portfolio Loan
which was secured by three industrial properties located in
Memphis, Tennessee (the "Memphis Properties"). The Memphis
Properties were sold in 2012 and the proceeds were used to paydown
the combined loan balance. The two loans transferred to special
servicing in February 2010 due to imminent default and
subsequently became REO.

The remaining 25 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $266 million loss
for the specially serviced loans (56% expected loss on average).

Moody's has assumed a high default probability for 22 poorly
performing loans, constituting 8% of the pool, and has estimated
an aggregate loss of $21 million (a 16% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 96% of the
pool, and partial year 2014 operating results for 52%. Moody's
weighted average conduit LTV is 101%, compared to 98% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased loans, and specially
serviced and troubled loans. Moody's net cash flow (NCF) reflects
a weighted average haircut of 13% 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 1.31X and 1.07X,
respectively, compared to 1.35X and 1.06X 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.

As of the November 2014 remittance statement, interest shortfalls
currently affect the A-J class and the deal has cumulative
interest shortfalls of $27.5 million. Due to the specially
serviced and modified loans Moody's expects interest shortfalls to
continue. Interest shortfalls are caused by special servicing
fees, including workout and liquidation fees, appraisal
entitlement reductions (ASERs), loan modifications and
extraordinary trust expenses.

The top three conduit loans represent 9% of the pool balance. The
largest conduit loan is the Hallmark Building Loan ($64.0 million
-- 3.7% of the pool), which is secured by a 305,000 SF Class A
office building located in Dulles, Virginia. The subject is
located adjacent to Washington Dulles International Airport and is
attached to the Dulles Hilton Hotel (not part of the collateral).
The property was 88% leased as of August 2014 compared to 99% in
June 2013. The loan has consistently been on the watchlist since
2009 due to low DSCR. Moody's LTV and stressed DSCR are 166% and
0.62X, respectively, compared to 156% and 0.66X at last review.

The second largest loan is the Two Liberty Center Loan ($52.0
million -- 3.0% of the pool), which is secured by a 177,000 SF
Class A office building in Arlington, Virginia. The property was
100% leased as of September 2014. The two largest tenants combine
for approximately 84% of the net rentable area (NRA) and include
BAE Systems (58% of the NRA; lease expiration January 2018) and
Strategic Analysis (26% of the NRA; lease expiration December
2017). Moody's LTV and stressed DSCR are 103% and 0.94X,
respectively.

The third largest loan is the 255 Rockville Pike Loan ($40.0
million -- 2.3% of the pool), which is secured by 145,500 SF
office building in Rockville, Maryland. As of June 2014, the
property was 100% leased. Montgomery County leases approximately
99% of the subject through September 2022. Due to the tenant
concentration at this property, Moody's incorporated a "lit/dark"
analysis. Moody's LTV and stressed DSCR are 126% and 0.77X,
respectively, compared to 124% and 0.78X at the last review.


BEAR STEARNS 2005-PWR10: Fitch Lowers Rating on 5 Notes to 'Dsf'
----------------------------------------------------------------
Fitch Ratings has affirmed 13 classes, removed one class from
Rating Watch Negative and downgraded six classes of Bear Stearns
Commercial Mortgage Securities Trust (BSCMS) commercial mortgage
pass-through certificates series 2005-PWR10.

Key Rating Drivers

The affirmations and removal of class A-M from Rating Watch
Negative are the result of sufficient remaining credit enhancement
and recoveries of all outstanding interest shortfalls to the
remaining classes as a result of the disposition of the four loans
in special servicing.  In addition, the World Market Center loan
(previously 9.3% of the pool) was paid off at a discount in Sept.
2014.  The loan was performing according to a modification and
with the master servicer; losses to the trust were in-line with
Fitch's expectations.  Fitch had previously placed the A-M class
on Rating Watch Negative in Aug. 2014 due to potential interest
shortfalls as a result of the upcoming discounted payoff of the
World Market loans.

The downgrades to the distressed classes are the result of
realized losses being incurred, or additional certainty of
realized losses in the future given the reduction in credit
enhancement to the junior classes.

Fitch modeled losses of 4.68% of the remaining pool; expected
losses of the original pool are 13.2% including losses already
incurred to date (10.4%).  As of the Nov. 2014 distribution date,
the pool's aggregate principal balance has been reduced by 39.1%
to $1.61 billion from $2.63 billion at issuance.  Interest
shortfalls in the amount of $22 million are currently affecting
classes H through S.

Of the original 214 loans, 166 remain, all of which are current.
The pool has maturity dates in 2015 (90.2%), 2016 (2%), 2020
(7.5%), and 2025 (0.4%).  Per the servicer reporting, 19 loans
(10.2% of the pool) are defeased.  There are no longer any
specially serviced loans.

The recently paid off World Market Center Loan, $205 million at
issuance, was modified into an A/B note structure in 2011.  As
part of the modification, the borrower could pay off the loan
without penalty prior to the maturity date in July 2015.  The
discounted pay-off in September resulted in a loss severity of 39%
based on the original total loan amount, or 47% on the combination
of the A and B note at the time of disposition.

The largest contributor to modeled losses is a mixed-use lifestyle
center in Westlake (5.6% of the pool), OH, approximately 15 miles
west of Cleveland's central business district.  The collateral
includes approximately 398,000 square feet (sf)of retail space,
84,000 sf of office space, and 158 multifamily units.  The
collateral continues to be well-occupied with the second quarter
2014 occupancy at 94%.  However, overall performance is hindered
by expenses and real estate taxes that continue to be higher than
the pro forma estimates at issuance.  The reported debt service
coverage ratio (DSCR) is 0.82 times (x) as of June 2014 which is
consistent with performance over the past couple years.

The second largest contributor to modeled losses is the 204-unit
multifamily complex (1.71%), 1001 Ross Avenue, located just
outside of the historic West End neighborhood of Dallas, TX.  As
of June 2014, the reported occupancy was 90%, which is up from 88%
at year-end 2013.  The loan was transferred to the special
servicer in June 2009 for payment default and was modified with an
extension of the interest-only period in early 2010.  The loan has
performed per the terms of modification and is scheduled to mature
in December 2015.  The property continues to exhibit weak
performance metrics for its submarket and a number of deferred
maintenance issues were witnessed during the last servicer
inspection that impact the property's performance.

The third largest contributor to modeled losses is the 96,850 sf
industrial/office building (0.38%), 3850 Royal Avenue, located in
Simi Valley, CA.  The building currently has its only tenant,
occupying 51% of the net rentable area (NRA), on a long-term lease
through 2018.  The sponsor continues to cover the cashflow
shortfall out of pocket as the servicer reported DSCR was 0.42x as
of June 2014.  The sponsor is actively marketing the vacant office
suite but states that the market is highly competitive with
several competing options in close proximity.

RATING SENSITIVITIES

The super senior classes and class A-M are expected to maintain
their ratings due to increasing credit enhancement.  As the
majority of the loans mature in the latter half of 2015,
additional paydown and increased credit enhancement is expected.

Fitch has downgraded these classes as indicated:

   -- $19.8 million class B to 'CCsf' from 'CCCsf'; RE 0%;
   -- $22.8 million class C to 'Dsf' from 'CCCsf'; RE 0%;
   -- $0.0 million class D to 'Dsf' from 'CCsf'; RE O%;
   -- $0.0 million class E to 'Dsf' from 'CCsf'; RE 0%;
   -- $0.0 million class F to 'Dsf' from 'CCsf'; RE 0%;
   -- $0.0 million class G to 'Dsf' from 'Csf'; RE 0%.

Additionally, Fitch has affirmed these classes as indicated:

   -- $858.8 million class A-4 at 'AAAsf'; Outlook Stable;
   -- $210.7 million class A-1A at 'AAAsf'; Outlook Stable;
   -- $263.4 million class A-M at 'AAsf'; Outlook Stable;
   -- $210.7 million class A-J at 'CCCsf'; RE 90%;

Prior to the affirmation, class A-M was on Rating Watch Negative.

Classes H, J, K, L, M, N, O, P, and Q are affirmed at 'Dsf'; RE0%;
due to realized losses.  Classes A-1, A-2, A-3, A-AB have repaid
in full.  The ratings on the interest-only classes X-1 and X-2
were withdrawn.  Fitch does not rate $0 million class S.


BEAR STEARNS 2005-TC2: Moody's Ups Rating on Cl. M-6 Debt to Ca
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 18 tranches
from seven transactions issued by various issuers, backed by
subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-FR1

Cl. M-1, Upgraded to Baa3 (sf); previously on Jan 30, 2014
Upgraded to Ba1 (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-TC2

Cl. M-1, Upgraded to Baa3 (sf); previously on Apr 23, 2013
Upgraded to Ba1 (sf)

Cl. M-2, Upgraded to Ba2 (sf); previously on Jan 30, 2014 Upgraded
to B2 (sf)

Cl. M-3, Upgraded to B2 (sf); previously on Jan 30, 2014 Upgraded
to Caa2 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. M-6, Upgraded to Ca (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE3

Cl. A-2, Upgraded to Baa1 (sf); previously on Jan 30, 2014
Upgraded to Baa3 (sf)

Cl. A-3, Upgraded to Baa3 (sf); previously on Jan 30, 2014
Upgraded to Ba1 (sf)

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB8

Cl. A-2B, Upgraded to Baa3 (sf); previously on Aug 14, 2012
Upgraded to Ba2 (sf)

Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE2

Cl. M-5, Upgraded to Caa3 (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

Cl. M-6, Upgraded to Caa3 (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-OP2

Cl. M-1, Upgraded to Ba1 (sf); previously on Jul 15, 2011
Downgraded to Ba2 (sf)

Issuer: Structured Asset Securities Corp Trust 2005-WF4

Cl. M1, Upgraded to A3 (sf); previously on Jul 30, 2012 Confirmed
at Baa3 (sf)

Cl. M2, Upgraded to Ba1 (sf); previously on Apr 17, 2014 Upgraded
to B1 (sf)

Cl. M3, Upgraded to B1 (sf); previously on Apr 17, 2014 Upgraded
to Caa1 (sf)

Cl. M4, Upgraded to B2 (sf); previously on Apr 17, 2014 Upgraded
to Caa2 (sf)

Cl. M5, Upgraded to Caa1 (sf); previously on Apr 17, 2014 Upgraded
to Caa3 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The 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 5.8% in October 2014 from 7.2%
in October 2013. Moody's forecasts an unemployment central range
of 6% to 7% for the 2014 year. Deviations from this central
scenario could lead to rating actions in the sector. House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2014. Lower increases than
Moody's expects or decreases could lead to negative rating
actions. Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


BLUEMOUNTAIN CLO 2011-1: S&P Raises Rating on Class E Notes to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, and E notes from BlueMountain CLO 2011-1 Ltd./
BlueMountain CLO 2011-1 LLC.  At the same time, S&P affirmed its
'AAA (sf)' rating on the class A notes from the same transaction.

BlueMountain CLO 2011-1 Ltd. is a CLO transaction that closed in
August 2011, and it is managed by BlueMountain Capital Management
LLC.

The transaction's reinvestment period ended in July 2014, and it
is currently in its amortization period.  The upgrades reflect
$9.3 million in paydowns to the class A notes on the Oct. 2014
payment date, leaving the class at 95.7% of its original balance.
The improvements are also evident in the increased class A/B, C,
D, and E overcollateralization ratios.

According to the Oct. 30, 2014, trustee report, the transaction
does not contain any assets that mature after the legal final
maturity or any defaulted assets.

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

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

BlueMountain CLO 2011-1 Ltd./BlueMountain CLO 2011-1 LLC

                    Cash flow
        Previous    implied      Cash flow      Final
Class   rating      rating       cushion (i)    rating
A       AAA (sf)    AAA (sf)     14.92%         AAA (sf)
B       AA (sf)     AAA (sf)     2.21%          AAA (sf)
C       A (sf)      AA (sf)      1.52%          AA (sf)
D       BBB (sf)    A (sf)       0.24%          A- (sf)
E       BB (sf)     BB+ (sf)     7.33%          BB+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate (BDR) above the scenario default rate (SDR) at
     the assigned 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.

In addition to S&P's base-case analysis, it 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 equals rating     20.0                    7.5
Above base case             25.0                    10.0

                    10% 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)    AA+ (sf)     AA+ (sf)      AAA (sf)   AAA (sf)
C       AA (sf)     A+ (sf)      AA- (sf)      AA+ (sf)   AA (sf)
D       A (sf)      BBB+ (sf)    BBB+ (sf)     A+ (sf)    A- (sf)
E       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       AAA (sf)    AAA (sf)      AAA (sf)      AAA (sf)
  B       AAA (sf)    AA+ (sf)      AA+ (sf)      AAA (sf)
  C       AA (sf)     AA- (sf)      A- (sf)       AA (sf)
  D       A (sf)      BBB+ (sf)     BBB- (sf)     A- (sf)
  E       BB+ (sf)    BB+ (sf)      B+ (sf)       BB+ (sf)

RATINGS LIST

BlueMountain CLO 2011-1 Ltd./BlueMountain CLO 2011-1 LLC

                               Rating         Rating
  Class       Identifier       To             From
  A           09626EAA2        AAA (sf)       AAA (sf)
  B           09626EAC8        AAA (sf)       AA (sf)
  C           09626EAE4        AA (sf)        A (sf)
  D           09626EAG9        A- (sf)        BBB (sf)
  E           09626EAJ3        BB+ (sf)       BB (sf)


C-BASS CBO IX: S&P Puts CCC+ Rating on Cl. B Debt on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 12
tranches from five U.S. collateralized debt obligation (CDO)
transactions on CreditWatch with positive implications.  Of the 12
tranches, six are from one CDO of CDOs transaction, four are from
three CDOs of structured finance securities, and two are from one
CDO transaction backed by trust-preferred securities (TruPS).

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 coverage and credit enhancement levels
available to these notes.  In addition, in the CDO backed by
TruPs, the number of assets that were deferring their interest
payments has decreased.

The 12 tranches from five U.S. CDOs have a total original issuance
amount of $1.046 billion, with $413 million from one CDO
transaction of TRuPs that is backed by securities issued by bank
holding companies, $337.5 million from one CDO of CDOs
transaction, and the remaining $295.7 million from three CDOs
backed by structured finance securities.

S&P will resolve the 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 it rates and take rating actions,
including CreditWatch placements, as it deems appropriate.

RATINGS PLACED ON CREDITWATCH POSITIVE

C-Bass CBO VIII Ltd.
                    Rating              Rating
Class               To                  From
C                   CCC+ (sf)/Watch Pos CCC+ (sf)

C-BASS CBO IX Ltd.
                    Rating              Rating
Class               To                  From
B                   CCC- (sf)/Watch Pos CCC- (sf)

Connecticut Valley Structured Credit CDO III Ltd.
                    Rating              Rating
Class               To                  From
A-1                 AA (sf)/Watch Pos   AA (sf)
A-2                 AA- (sf)/Watch Pos  AA- (sf)
A-3A                BBB+ (sf)/Watch Pos BBB+ (sf)
A-3B                BBB+ (sf)/Watch Pos BBB+ (sf)
C-1                 BB (sf)/Watch Pos   BB (sf)
C-2                 BB (sf)/Watch Pos   BB (sf)

Preferred Term Securities XI Ltd.
                    Rating              Rating
Class               To                  From
A-1                 BBB (sf)/Watch Pos  BBB (sf)
A-2                 BB+ (sf)/Watch Pos  BB+ (sf)

Zais Investment Grade Ltd. IX
                    Rating              Rating
Class               To                  From
A-1                 BBB (sf)/Watch Pos  BBB (sf)
A-2                 BB- (sf)/Watch Pos  BB- (sf)


CITY CENTER 2011-CCHP: Moody's Affirms Ba3 Rating on Cl. E Certs
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings on four classes of
City Center Trust 2011-CCHP, Commercial Mortage Pass-Through
Certificates, Series 2011-CCHP.

Moody's rating action is as follows:

Cl. B, Affirmed Aaa (sf); previously on Jan 30, 2014 Affirmed Aaa
(sf)

Cl. C, Affirmed Aa2 (sf); previously on Jan 30, 2014 Affirmed Aa2
(sf)

Cl. D, Affirmed A3 (sf); previously on Jan 30, 2014 Downgraded to
A3 (sf)

Cl. E, Affirmed Ba3 (sf); previously on Jan 30, 2014 Downgraded to
Ba3 (sf)

Ratings Rationale

The affirmation of the four principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio and
Moody's stressed debt service coverage ratio (DSCR), remaining
within acceptable ranges.

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 defeasance in the pool or an improvement in loan performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the loan, 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. 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 November 17, 2014 Distribution Date, the transaction's
aggregate certificate balance remains unchanged from that of the
last review at $170 million. The certificates are collateralized
by one mortgage loan, secured by seven full service hotels. Six
properties in total have been released from the trust since
securitization.

The certificates represent beneficial ownership of a floating
rate, interest only, first mortgage loan with a final maturity
date in July 2016. The mortgage loan is secured by seven cross-
collateralized and cross-defaulted, fee, condominium (The Westin
New Orleans), and leasehold (The Buttes, A Marriott Resort)
interests in full-service hotel properties. The portfolio totals
2,855 keys located in six states in the US and one property in
Toronto, Canada.

The remaining hotels include The Sheraton Philadelphia City
Center; The Westin New Orleans; The Buttes, A Marriott Resort; The
Marriott Atlanta Downtown; The Westin Bristol Place Toronto
Airport; The Westin Chicago Northwest; and The Westin Tampa Harbor
Island. According to the servicer, the acqusition of the ground
lease for The Westin Tampa Harbor Island has been completed.

The portfolio's Adjusted EBITDA for the trailing twelve month
period ending March 2014 was $32.8 million. In general, US lodging
properties have showed meaningful improvement since 2011 as the
economy and demand for hotels have continued to improve. This
portfolio showed positive momentum in 2013 over 2012, but appears
to be stalling in the trailing twelve month period. Moody's
stabilized NCF is $25.5 million, slightly better than at the last
review.

Moody's stressed trust LTV is 76.2%, compared to 76.6% at the last
review. Moody's stressed trust DSCR is 1.62X, compared to 1.60X at
the last review. Moody's stressed DSCR is based on Moody's net
cash flow and a 9.25% stress rate that the agency applied to the
trust loan balance. The trust has not experienced any losses to
date. As of the current Distribution Date, interest shortfalls
totaling $12,446 affect Class E.


COMM 2014-TWC: DBRS Confirms BB(low) Rating on Class E Securities
-----------------------------------------------------------------
DBRS Inc. has confirmed all classes of COMM 2014-TWC Mortgage
Trust as follows:

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

All trends are Stable.

The rating confirmations reflect the stable performance of the
transaction since issuance in February 2014.  The collateral for
the transaction consists of the fee interest in two office
condominium units totaling 1.1 million square feet within a larger
2.86 million-square foot mixed-use complex.  The collateral is
located within both of the towers of the larger complex, with 19
floors in the South Tower and six floors in the North Tower.  The
collateral is currently 100% occupied by Time Warner Realty Inc.
(Time Warner Realty) and Time Warner Cable.  During the fully
extended six-year loan term, there is 100% tenant rollover.  Time
Warner Realty, which occupies 87.6% of the net rentable area
(NRA), will be leaving the subject property at lease expiry in
2019. Time Warner Inc., which is rated investment grade,
guarantees the Time Warner Realty lease.  Time Warner Cable
maintains a lease through YE2016 with three five-year renewal
options. While Time Warner Realty is known to be leaving at its
lease expiry, Time Warner Cable may remain at the subject.

Although the loan structure allows for significant leakage of cash
flow to the borrower during the loan term, as the monthly cash
flow sweep test allows for $43.2 million annualized to be released
to the borrower, DBRS anticipates that there will be significant
cash available to re-lease the property.  Based on an interest
rate stress (capped at the 3% strike price of the interest rate
cap) applied in each period and the expected cash flow from each
period (which is highly predictable, given the investment-grade
rating of the tenants and that 87.6% of NRA is leased on a triple
net basis, eliminating cash flow erosion from expense increases),
DBRS anticipates $67.1 million to be swept into the leasing
reserve.  This is based on the fact that the extension options can
only be exercised if there is at least $50 million, $80 million
and $110 million in the leasing reserve for the first, second and
third extension options, respectively.  The DBRS analysis assumes
that the sponsor does not top up this reserve, but rather that the
loan goes into default and all cash flow is swept.  In reality, it
is far more likely that the borrower will fund the reserve in
order to protect its large cash equity investment.  DBRS estimates
that re-leasing the collateral to a 92.5% occupancy rate will cost
$135.8 million.  After giving credit to a portion of the $67.1
million to be swept prior to expiry of both leases, DBRS is
deducting $78.8 million from the value against which its sizing
hurdles are applied.

The loan served as acquisition financing for the loan sponsors:
The Related Companies, L.P. (Related); Government of Singapore
Investment Corporation; and Abu Dhabi Investment Authority, which
acquired the subject for $1.31 billion.  Including closing costs,
there is $669 million of cash equity behind the $675 million
mortgage loan.  All three sponsors have significant financial
resources.  Related is an experienced commercial real estate
operator with deep knowledge of the Manhattan market.

The subject is a trophy-quality Class A office property with an
excellent location at the southwest corner of Central Park.  As
the property was built only 11 years ago in 2003, it is in very
good condition and provides highly efficient, modern office space
for high-end users.  Unique attributes of the subject include
Central Park views, shops and restaurants within the complex
located in the Shops at Columbus Circle and extremely high ceiling
heights on several floors.  While Time Warner Realty uses 82,000
square feet as studio space, DBRS believes that this space can
easily be transformed into traditional office space.  The
collateral has an average rental rate of $71.97 per square foot
compared with the Columbus Circle submarket quoted average of
$63.41, according to the Q3 2014 CoStar report.  Given the
subject's strong location and high quality, DBRS believes the in-
place rents to be sustainable.


CPS AUTO 2011-C: Moody's Raises Rating on Class D Debt to B1
------------------------------------------------------------
Moody's Investors Service has upgraded 13 and affirmed 24
securities from CPS Auto Receivables Trusts issued between 2011
and 2013. The transactions are serviced by Consumer Portfolio
Services, Inc.

Complete rating actions are as follows:

Issuer: CPS Auto Receivables Trust 2011-C

Class A, Affirmed Aa3 (sf); previously on Jun 30, 2014 Upgraded to
Aa3 (sf)

Class B, Upgraded to A3 (sf); previously on Jun 30, 2014 Upgraded
to Baa1 (sf)

Class C, Upgraded to Baa3 (sf); previously on Jun 30, 2014
Upgraded to Ba1 (sf)

Class D, Upgraded to B1 (sf); previously on Jun 30, 2014 Affirmed
B2 (sf)

Issuer: CPS Auto Receivables Trust 2012-A

Class A, Affirmed Aa3 (sf); previously on Jun 30, 2014 Upgraded to
Aa3 (sf)

Class B., Upgraded to A1 (sf); previously on Jun 30, 2014 Upgraded
to A3 (sf)

Class C, Upgraded to Baa2 (sf); previously on Jun 30, 2014
Upgraded to Ba1 (sf)

Class D, Upgraded to Ba2 (sf); previously on Jun 30, 2014 Upgraded
to B1 (sf)

Issuer: CPS Auto Receivables Trust 2012-B

Class A, Affirmed Aa3 (sf); previously on Jun 30, 2014 Upgraded to
Aa3 (sf)

Class B, Upgraded to Baa1 (sf); previously on Jun 30, 2014
Upgraded to Baa2 (sf)

Class C, Affirmed Ba2 (sf); previously on Jun 30, 2014 Upgraded to
Ba2 (sf)

Class D, Affirmed B2 (sf); previously on Jun 30, 2014 Affirmed B2
(sf)

Issuer: CPS Auto Receivables Trust 2012-C

Class A, Affirmed Aa3 (sf); previously on Jun 30, 2014 Upgraded to
Aa3 (sf)

Class B, Affirmed A1 (sf); previously on Jun 30, 2014 Upgraded to
A1 (sf)

Class C, Affirmed Baa1 (sf); previously on Jun 30, 2014 Affirmed
Baa1 (sf)

Class D, Affirmed Ba1 (sf); previously on Jun 30, 2014 Affirmed
Ba1 (sf)

Class E, Affirmed B1 (sf); previously on Jun 30, 2014 Affirmed B1
(sf)

Issuer: CPS Auto Receivables Trust 2012-D

Class A, Affirmed Aa3 (sf); previously on Jun 30, 2014 Upgraded to
Aa3 (sf)

Class B, Affirmed A1 (sf); previously on Jun 30, 2014 Upgraded to
A1 (sf)

Class C, Affirmed Baa1 (sf); previously on Jun 30, 2014 Upgraded
to Baa1 (sf)

Class D, Affirmed Ba1 (sf); previously on Jun 30, 2014 Upgraded to
Ba1 (sf)

Class E, Affirmed B1 (sf); previously on Jun 30, 2014 Affirmed B1
(sf)

Issuer: CPS Auto Receivables Trust 2013-A

Class A, Upgraded to Aa3 (sf); previously on Jun 30, 2014 Affirmed
A1 (sf)

Class B, Upgraded to A1 (sf); previously on Jun 30, 2014 Affirmed
A2 (sf)

Class C, Affirmed Baa2 (sf); previously on Jun 30, 2014 Affirmed
Baa2 (sf)

Class D, Affirmed Ba2 (sf); previously on Jun 30, 2014 Affirmed
Ba2 (sf)

Class E, Affirmed B2 (sf); previously on Jun 30, 2014 Affirmed B2
(sf)

Issuer: CPS Auto Receivables Trust 2013-B

Class A Notes, Upgraded to Aa3 (sf); previously on Jun 24, 2013
Definitive Rating Assigned A1 (sf)

Class B Notes, Upgraded to A1 (sf); previously on Jun 24, 2013
Definitive Rating Assigned A2 (sf)

Class C Notes, Affirmed Baa2 (sf); previously on Jun 24, 2013
Definitive Rating Assigned Baa2 (sf)

Class D Notes, Affirmed Ba2 (sf); previously on Jun 24, 2013
Definitive Rating Assigned Ba2 (sf)

Class E Notes, Affirmed B2 (sf); previously on Jun 24, 2013
Definitive Rating Assigned B2 (sf)

Issuer: CPS Auto Receivables Trust 2013-C

Class A Notes, Upgraded to Aa2 (sf); previously on Oct 3, 2013
Definitive Rating Assigned Aa3 (sf)

Class B Notes, Upgraded to A1 (sf); previously on Oct 3, 2013
Definitive Rating Assigned A2 (sf)

Class C Notes, Affirmed Baa2 (sf); previously on Oct 3, 2013
Definitive Rating Assigned Baa2 (sf)

Class D Notes, Affirmed Ba2 (sf); previously on Oct 3, 2013
Definitive Rating Assigned Ba2 (sf)

Class E Notes, Affirmed B2 (sf); previously on Oct 3, 2013
Definitive Rating Assigned B2 (sf)

Ratings Rationale

The upgrades are based primarily on the build-up of credit
enhancement due to non-declining reserve account and an
overcollateralization floor together with lower lifetime
cumulative loss expectations in the case of the 2012-A transaction
and reduced loss volatility for the 2011, 2012 and early 2013
vintage transactions as pre-funding additions ceased and the
collateral pools seasoned. All CPS transactions issued prior to
the 2013-C have pro-rata structures, in which all bonds receive
their target payments. The upgrades on the Class A and Class B
notes of CPS 2013-C transaction are based on the build-up of
credit enhancement due to the sequential pay structure in addition
to the non-declining reserve account. The lifetime cumulative net
loss (CNL) expectation of the 2012-A transaction decreased to 11%
from 12% while that of CPS 2013-B increased marginally to 14% from
13.5%. The CNL expectation for all other transactions remain
unchanged ranging from 13% to 14.5%.

Below are key performance metrics (as of the October 2014
distribution date) and credit assumptions for the affected
transactions. Credit assumptions include Moody's expected lifetime
CNL expected range which is expressed as a percentage of the
original pool balance. Moody's lifetime remaining CNL expectation
is expressed as a percentage of the current pool balance.
Performance metrics include pool factor which is the ratio of the
current collateral balance to the original collateral balance at
closing; total credit enhancement, which typically consists of
subordination, overcollateralization, and a reserve fund; and per
annum excess spread.

Issuer: CPS Auto Receivables Trust 2011-C

Lifetime CNL expectation -- 13.00; prior expectation (June 2014) -
13.00%

Lifetime Remaining CNL expectation -7.60%

Aaa (sf) level - 42.0%

Pool factor -- 29.99%

Total Hard credit enhancement - Class A 33.67%, Class B 23.67%,
Class C 15.51%, Class D 12.10%

Excess Spread per annum -- Approximately 12.0%

Issuer: CPS Auto Receivables Trust 2012-A

Lifetime CNL expectation -- 11.00%; prior expectation (June 2014)
-- 12.00%

Lifetime Remaining CNL expectation -- 9.87%

Aaa (sf) level -- 40.00%

Pool factor -- 27.47%

Total Hard credit enhancement -- Class A 33.28%, Class B. 23.28%,
Class C 16.28%, Class D 14.24%

Excess Spread per annum -- Approximately 13.7%

Issuer: CPS Auto Receivables Trust 2012-B

Lifetime CNL expectation -- 14.50%; prior expectation (June 2014)
-- 14.50%

Lifetime Remaining CNL expectation -- 10.88%

Aaa(sf) level -- 44.00%

Pool factor -- 41.28%

Total Hard credit enhancement -- Class A 28.42%, Class B. 18.42%,
Class C 11.42%, Class D 8.23%

Excess Spread per annum -- Approximately 14.1%

Issuer: CPS Auto Receivables Trust 2012-C

Lifetime CNL expectation -- 14.50%; prior expectation (June 2014)
-- 14.50%

Lifetime Remaining CNL expectation -- 13.26%

Aaa (sf) level - 44.00%

Pool factor -- 43.73%

Total Hard credit enhancement - Class A 37.29%, Class B. 28.29%,
Class C 18.29%, Class D 11.29%, Class E 8.00%

Excess Spread per annum -- Approximately 15.1%

Issuer: CPS Auto Receivables Trust 2012-D

Lifetime CNL expectation -- 14.00%; prior expectation (June 2014)
-- 14.00%

Lifetime Remaining CNL expectation -- 13.91%

Aaa (sf) level -- 44.00%

Pool factor -- 48.72%

Total Hard credit enhancement -- Class A 37.05%, Class B. 28.05%,
Class C 18.05%, Class D 11.05%, Class E 7.18%

Excess Spread per annum -- Approximately 15.3%

Issuer: CPS Auto Receivables Trust 2013-A

Lifetime CNL expectation -- 14.00%; prior expectation (June 2014)
-- 14.00%

Lifetime Remaining CNL expectation -- 13.86%

Aaa (sf) level -- 46.00%

Pool factor -- 59.67%

Total Hard credit enhancement -- Class A 36.43%, Class B. 27.43%,
Class C 17.43%, Class D 10.43%, Class E 5.87%

Excess Spread per annum -- Approximately 15.5%

Issuer: CPS Auto Receivables Trust 2013-B

Lifetime CNL expectation -- 14.00%; prior expectation (June 2014)
-- 13.50%

Lifetime Remaining CNL expectation -- 14.05%

Aaa (sf) level -- 46.00%

Pool factor -- 65.04%

Total Hard credit enhancement -- Class A 35.79%, Class B. 26.79%,
Class C 17.56%, Class D 10.29%, Class E 6.06%

Excess Spread per annum -- Approximately 15.0%

Issuer: CPS Auto Receivables Trust 2013-C

Lifetime CNL expectation -- 14.00%; original expectation
(September 2013) -- 14.00%

Lifetime Remaining CNL expectation -- 14.29%

Aaa (sf) level -- 48.00%

Pool factor -- 73.20%

Total Hard credit enhancement -- Class A 41.20%, Class B. 25.15%,
Class C 16.95%, Class D 10.12%, Class E 6.37%

Excess Spread per annum -- Approximately 14.8%

The principal methodology used in these ratings was "Moody's
Approach to Rating Auto Loan-Backed ABS" published in May 2013.

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

UP

Levels of credit protection that are greater than necessary to
protect investors against current expectations of loss could lead
to an upgrade of the rating. Moody's current expectations of loss
may be better than its original expectations because of lower
frequency of default by the underlying obligors or appreciation in
the value of the vehicles that secure the obligor's promise of
payment. The US job market and the market for used vehicle are
primary drivers of performance. Other reasons for better
performance than Moody's expected include changes in servicing
practices to maximize collections on the loans or refinancing
opportunities that result in a prepayment of the loan.

DOWN

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could lead to a
downgrade of the ratings. Moody's current expectations of loss may
be worse than its original expectations because of higher
frequency of default by the underlying obligors of the loans or a
deterioration in the value of the vehicles that secure the
obligor's promise of payment. The US job market and the market for
used vehicle are primary drivers of performance. Other reasons for
worse performance than Moody's expected include poor servicing,
error on the part of transaction parties, lack of transactional
governance and fraud.


CREDIT SUISSE 2007-C5: Fitch Lowers Rating on 2 Notes to 'Csf'
--------------------------------------------------------------
Fitch Ratings has placed two classes on Rating Watch Negative,
downgraded four classes and affirmed 12 classes of Credit Suisse
Commercial Mortgage Trust, series 2007-C5 commercial mortgage
pass-through certificates.

Key Rating Drivers

The Rating Watch placement of classes A-3 and A-1-A is due to
increased loss expectations since Fitch's last rating action and
the pending updated valuations on several specially serviced
loans.  Fitch modeled losses of 19% of the remaining pool;
expected losses on the original pool balance total 22.7%,
including $271 million (10% of the original pool balance) in
realized losses to date.  Fitch has designated 51 (57.5%) Fitch
Loans of Concern, of which 17 (33.8%) are in special servicing.

As of the Nov. 2014 distribution date, the pool's aggregate
principal balance has been reduced by 33% to $1.82 billion from
$2.72 billion at issuance.  Per the servicer reporting, three
loans (1.5% of the pool) are defeased. Interest shortfalls are
currently affecting classes A-J through S.

The largest contributor to expected losses remains the specially-
serviced Gulf Coast Town Center Phases I & II loan (10.5% of the
pool), an open-air anchored retail center in Fort Myers, FL.  The
property is anchored by Bass Pro Shop, JC Penney, Belk Stores and
Regal Cinema, all on long term leases.  The most recently reported
DSCR was 0.94x as of year-end 2013.

The largest driver to increased expected losses since Fitch's last
rating action is the recently transferred specially-serviced
Jericho Plaza (I & II) loan (9%).  The interest-only loan is
secured by two class A office buildings, with 638,216 square foot
of space, located in Jericho, NY.  The property has been suffering
from poor performance over the last two years primarily due to
lease rollover. In addition, the largest tenant, NY Community Bank
(10.6% of NRA), will be vacating at its lease expiration in Dec.
2014.

The next largest driver to increased expected losses is the
specially-serviced Fairfield Inn by Marriott Hotel Portfolio
(3.5%).  The portfolio is secured by 9 limited-service hotels with
728 rooms; all under the Fairfield Marriott flag.  The properties
are located in secondary and tertiary markets in five states; MA
(Amesbury, Tewksbury and Woburn), NH (Portsmouth and Manchester),
NY (East Greenbush), CT (Milford and Wallingford) and VT
(Williston).  The portfolio was previously with the special
servicer in Nov. 2010 and then returned in November 2013 due to
imminent default. The portfolio became REO on Sept. 30, 2014 via a
deed-in-lieu.

RATING SENSITIVITIES

Fitch expects to resolve the Rating Watch Negative status as more
information becomes available on updated valuations and workout
strategies of specially serviced loans including potential
payoffs.  Classes A-4 and A-1-A may be downgraded a full category
or more.  The Outlook Negative on classes A-3 and A-AB are the
result of the remaining concentration risk of interest-only loans
(49%) in the pool with minimal scheduled paydowns prior to 2017
and increasing loss expectations.

Fitch downgrades these classes and assigns REs as indicated:

   -- $198 million class A-M to 'CCCsf' from 'B-sf'; RE 70%;
   -- $74.1 million class A-1-AM to 'CCCsf' from 'B-sf'; RE 70%
   -- $153.5 million class A-J to 'Csf' from 'CCsf'; RE 0%;
   -- $57.4 million class A-1-AJ to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms these classes and revises Rating Outlooks as
indicated:

   -- $118.8 million class A-3 at 'AAAsf'; Outlook to Negative
      from Stable;
   -- $32.6 million class A-AB at 'AAAsf'; Outlook to Negative
      from Stable.

Fitch places on Rating Watch Negative:

   -- $982.5 million class A-4 'AAAsf';
   -- $143.5 million class A-1-A 'AAAsf'.

Fitch affirms these classes:

   -- $23.8 million class B at 'Csf'; RE 0%;
   -- $20.4 million class C at 'Csf'; RE 0%;
   -- $18.2 million class D at 'Dsf'; RE 0%;
   -- $0 class E at 'Dsf'; RE 0%;
   -- $0 class F at 'Dsf'; RE 0%;
   -- $0 class G at 'Dsf'; RE 0%;
   -- $0 class H at 'Dsf'; RE 0%;
   -- $0 class J at 'Dsf'; RE 0%;
   -- $0 class K at 'Dsf'; RE 0%;
   -- $0 class L at 'Dsf'; RE 0%;
   -- $0 class M at 'Dsf'; RE 0%;
   -- $0 class N at 'Dsf'; RE 0%.

The class A-1 and A-2 certificates have paid in full.  Fitch does
not rate the class O, P, Q and S certificates.  Fitch previously
withdrew the ratings on the interest-only class A-SP and A-X
certificates.


DBUBS 2011-LC1: Moody's Affirms B2 Rating on Class G Certificate
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
classes and affirmed the ratings on eight classes in DBUBS 2011-
LC1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2011-LC1 as follows:

  Cl. A-1, Affirmed Aaa (sf); previously on Jan 10, 2014 Affirmed
  Aaa (sf)

  Cl. A-2, Affirmed Aaa (sf); previously on Jan 10, 2014 Affirmed
  Aaa (sf)

  Cl. A-3, Affirmed Aaa (sf); previously on Jan 10, 2014 Affirmed
  Aaa (sf)

  Cl. B, Upgraded to Aa1 (sf); previously on Jan 10, 2014
  Affirmed Aa2 (sf)

  Cl. C, Upgraded to A1 (sf); previously on Jan 10, 2014 Affirmed
  A2 (sf)

  Cl. D, Upgraded to A3 (sf); previously on Jan 10, 2014 Affirmed
  Baa1 (sf)

  Cl. E, Affirmed Baa3 (sf); previously on Jan 10, 2014 Affirmed
  Baa3 (sf)

  Cl. F, Affirmed Ba2 (sf); previously on Jan 10, 2014 Affirmed
  Ba2 (sf)

  Cl. G, Affirmed B2 (sf); previously on Jan 10, 2014 Affirmed B2
  (sf)

  Cl. X-A, Affirmed Aaa (sf); previously on Jan 10, 2014 Affirmed
  Aaa (sf)

  Cl. X-B, Affirmed Ba3 (sf); previously on Jan 10, 2014 Affirmed
  Ba3 (sf)

Ratings Rationale

The ratings on the 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 ratings on the P&I classes B through D were upgraded based
primarily on an increase in credit support resulting from loan
paydowns, amortization, and defeasance. The deal has paid down
5.4% since securitization.

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 2.5% of the
current balance, compared to 2.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.3% of the
original pooled balance, the same as at the last review.

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

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

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating 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.

On October 9, 2014, Moody's issued a "Request for Comment" asking
for market feedback on proposed changes to the methodology it uses
to rate conduit and fusion CMBS transactions. If Moody's adopts
the new methodology as proposed, the changes could affect the
ratings of DBUBS 2011-LC1.

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 17, compared to 18 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 November 13, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 5.4% to $2.06
billion from $2.18 billion at securitization. The certificates are
collateralized by 46 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans constituting 66.5%
of the pool. Two loans, constituting 11.4% of the pool, have
investment-grade structured credit assessments. Three loans,
constituting 2.0% of the pool, have defeased and are secured by US
government securities.

One loan, constituting 3.9% 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.

No loans are in special servicing. Additionally, no loans have
liquidated from the pool and Moody's did not identify any troubled
loans.

Moody's received full year 2013 operating results for 100% of the
pool, and partial year 2014 operating results for 93%. Moody's
weighted average conduit LTV is 92%, compared to 95% 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 10.2% 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 1.39X and 1.11X,
respectively, compared to 1.36X and 1.07X 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
Kenwood Towne Centre Loan ($221 million -- 11% of the pool), which
is secured by a super regional mall located in Cincinnati, Ohio.
The mall contains approximately 1.16 million square feet (SF) in
the aggregate, 756,412 SF of which is owned by the sponsor. Anchor
tenants include Macy's (non-collateral), Dillard's and Nordstrom
(non-collateral). As of June 2014, the mall was 98.5% leased,
essentially the same as at the last review. The loan is sponsored
by GGP and The Teachers' Retirement of the State of Illinois, and
has amortized 6% since securitization. The loan Moody's structured
credit assessment and stressed DSCR are baa2(sca.pd) and 1.37X,
respectively, compared to baa3(sca.pd) and 1.36X at the last
review.

The second loan with a structured credit assessment is the ARC
IHOP Portfolio Loan ($12.5 million -- 1% of the pool), which is
secured by 18 IHOP properties located across 13 states. There is
no rollover scheduled within the loan term and all leases are long
term, triple net and guaranteed by DineEquity, Inc. Moody's
Structured Credit Assessment and stressed DSCR are baa3(sca.pd)
and 1.70X, respectively, the same as at the last review.

The top three conduit loans represent 26% of the pool balance. The
largest loan is the 353 North Clark Street Loan ($214 million --
10% of the pool), which is secured by a 45-story, LEED Platinum
certified Class A office building located in downtown Chicago,
Illinois. The property contains 1,180,220 SF of office space and
an underground parking garage that provides 164 spaces. The
building was constructed between 2006 and 2009. As of June 2014,
the property was 92% leased, compared to 89% at prior review and
80% at securitization. The property has a high tenant
concentration with the top two tenants comprising more than 60% of
the NRA. However, there is no lease turnover during the loan term.
Crain's Chicago Business published that a buyer has agreed to pay
just over $700 million the property. Moody's LTV and stressed DSCR
are 94% and 1.03X, respectively, compared to 104% and 0.93X at the
last review.

The second largest loan is the Tempe Marketplace Loan ($190
million -- 9% of the pool), which is secured by a 1,069,593 SF
lifestyle/power center located in Tempe, Arizona. The property was
constructed in 2007 and is anchored by Target (non-collateral),
Sam's Club, JC Penney, and Harkins Tempe Marketplace movie
theater. As of June 2014, the property was 89% leased, essentially
the same as at the last review. The property benefits from a
Governmental Property Lease Excise Tax (GPLET) statute that
significantly reduces real estate tax assessments at the property
through 2037. The property also benefits from an Arizona
authorized sales tax reimbursement development agreement with the
city of Tempe, which allows the property to share a portion of
sales tax revenue with the city subject to a cap of $26.7 million.
Moody's LTV and stressed DSCR are 92% and 1.03X, respectively,
compared to 97% and 0.98X at the last review.

The third largest loan is the 7 Hanover Square Loan ($140 million
-- 7% of the pool), which is secured by a Class A office building
located within the South Ferry Financial District submarket of New
York City. The property offers 26 stories of rentable space that
contain 846,415 SF in the aggregate. Guardian Life Insurance
Company of America leases virtually the entire building through
September 2019 and has occupied the building as its headquarters
since 1998. Property improvements were constructed in 1983 and
most recently renovated in 2000. Moody's LTV and stressed DSCR are
94% and 1.10X, respectively, compared to 101% and 1.02X at the
last review.


FIRSTKEY MORTGAGE 2014-1: Fitch Rates Class B-4 Certificate 'BB'
----------------------------------------------------------------
Fitch Ratings assigns these ratings to FirstKey Mortgage Trust
2014-1:

   -- $50,000,000 class A-1 certificate 'AAAsf'; Outlook Stable;

   -- $149,288,000 class A-2 certificate 'AAAsf'; Outlook Stable;

   -- $9,953,000 class A-3 certificate 'AAAsf'; Outlook Stable;

   -- $39,810,000 class A-4 certificate 'AAAsf'; Outlook Stable;

   -- $10,622,000 class A-5 certificate 'AAAsf'; Outlook Stable;

   -- $149,288,000 class A-6 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $49,763,000 class A-7 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $199,051,000 class A-8 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $199,051,000 class A-9 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $159,241,000 class A-10 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $10,622,000 class A-11 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $209,673,000 class A-12 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $209,673,000 class A-13 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $159,241,000 class A-14 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $9,953,000 class A-15 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $39,810,000 class A-16 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $49,763,000 class A-17 exchangeable certificate 'AAAsf';
      Outlook Stable;

   -- $259,673,000 class A-X-1 notional certificate 'AAAsf';
      Outlook Stable;

   -- $50,000,000 class A-X-2 notional certificate 'AAAsf';
      Outlook Stable;

   -- $149,288,000 class A-X-3 notional certificate 'AAAsf';
      Outlook Stable;

   -- $149,288,000 class A-X-4 notional certificate 'AAAsf';
      Outlook Stable;

   -- $9,953,000 class A-X-5 notional certificate 'AAAsf'; Outlook
      Stable;

   -- $9,953,000 class A-X-6 notional certificate 'AAAsf'; Outlook
      Stable;

   -- $39,810,000 class A-X-7 notional certificate 'AAAsf';
      Outlook Stable;

   -- $10,622,000 class A-X-8 notional certificate 'AAAsf';
      Outlook Stable;

   -- $199,051,000 class A-X-9 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $259,673,000 class A-X-10 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $159,241,000 class A-X-11 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $149,288,000 class A-X-12 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $9,953,000 class A-X-13 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $259,673,000 class A-X-14 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $209,910,000 class A-X-15 notional exchangeable certificate
      'AAAsf'; Outlook Stable;

   -- $8,151,000 class B-1 certificate 'AAsf'; Outlook Stable;

   -- $5,290,000 class B-2 certificate 'Asf'; Outlook Stable;

   -- $5,148,000 class B-3 certificate 'BBBsf'; Outlook Stable;

   -- $3,718,000 class B-4 certificate 'BBsf'; Outlook Stable.

The $4,004,195 class B-5 certificate is not rated by Fitch.
Classes A-18 through A-22 which were presented at the time of
marketing will not be issued, and as a result, Fitch has withdrawn
its ratings.

KEY RATING DRIVERS

High-Quality Mortgage Collateral: The collateral pool consists of
30-year, fixed-rate, fully amortizing loans to borrowers with
strong credit profiles, low leverage and substantial liquid
reserves.  Third-party, loan-level due diligence was conducted on
100% of the pool with no material findings, indicating strong
underwriting controls.

Robust Representation Framework but Weak Provider: The
representation, warranty and enforcement mechanism (RW&E)
framework is viewed positively by the agency as it is consistent
with Fitch's criteria.  However, FirstKey does not meet the
criteria's financial condition threshold.  As a result, Fitch made
an adjustment to its loss expectations to account for the
possibility of slightly higher defaults and losses arising from
FirstKey's inability to repurchase loans due to breaches.  The
adjustment considered the 100% due diligence review, as well as
the high quality of the mortgage loans.

New Issuer with Limited Operating History: This is the first
transaction issued by FirstKey Mortgage (FirstKey).  FirstKey
launched their conduit for non-conforming mortgage business in
late 2013 and therefore has a limited and unproven track record of
acquiring mortgage loans through either a flow or bulk basis.
Fitch conducted an aggregator review and it is Fitch's opinion
that FirstKey meets the industry standards needed to source
mortgage loans and has an overall assessment of Average.

Originators with Limited Performance History: The loans were
originated by lenders with limited non-agency performance history.
Though the originators have limited performance history, all of
the loans were reviewed by a third-party due diligence firm with
immaterial findings, and Fitch believes the credit enhancement
(CE) on this transaction is sufficient to mitigate the originator
risk.

Safe-Harbor Qualified Mortgages: Of the total pool, 376 loans
(approximately 93%) have application dates of Jan. 10, 2014 or
later and are, therefore, subject to the Ability-to-Repay
(ATR)/Qualified Mortgage (QM) Rule.  All of the loans subject to
this rule were classified as safe harbor QM (SHQM), for which no
adjustment was made.  The remainder of the loans were not subject
to the ATR/QM Rule, as their application dates were prior to
Jan. 10, 2014.

Geographic Concentration Risk: The top three metropolitan
statistical areas (MSAs) account for approximately 39% and are all
concentrated in California.  The largest concentration at the MSA
level is in Los Angeles (17.2%), followed by San Francisco (15.4%)
and San Diego (6.0%).  To account for the pool's geographic
concentration, Fitch applied a penalty of 1.05x to its lifetime
default expectations

Market Value Decline Sensitivity: Fitch's sustainable home price
(SHP) model suggests home prices for the pool are overvalued by
roughly 23.2%, which results in an 'Asf' sustainable market value
decline (sMVD) stress above the recent national housing
recession's peak-to-trough experience.  A sensitivity analysis was
factored into Fitch's analysis to better align its sMVD stress to
recent observations, which resulted in applying a base sMVD of
18.2%.

Cash Flow Structure: The transaction features a traditional
senior-subordinate, shifting-interest structure. Furthermore, the
trust provides for expenses, including indemnification amounts and
costs of arbitration, to be paid by the net weighted average
coupon (WAC) of the loans, which does not impact the contractual
interest due on the certificates.

RATING SENSITIVITIES

Fitch's analysis incorporates sensitivity analyses to demonstrate
how the ratings would react to steeper market value declines
(MVDs) than assumed at both the MSA and national levels.  The
implied rating sensitivities are only an indication of some of the
potential outcomes and do not consider other risk factors that the
transaction may become exposed to or be considered in the
surveillance of the transaction.

In its analysis, Fitch considered additional sMVD stress
assumptions to those generated by the SHP model.  These
supplementary scenarios reflected base case sMVDs that aligned
Fitch's 'Asf' sMVD stress assumptions with peak-to-trough MVDs
experienced during the housing crisis through 2009.  This is
consistent with Fitch's view as described in its U.S. RMBS Loan
Loss Model Criteria, which associates the recent national housing
recession and related performance observations with an 'Asf'
stress.  The result of this sensitivity analysis was included in
the consideration of the loss expectations for this transaction.
The sensitivity analysis resulted in a base sMVD of 18.2% from
23.2%.

Fitch conducted sensitivity analysis determining how the ratings
would react to steeper MVDs at the national level.  The analysis
assumes MVDs of 10%, 20%, and 30%, in addition to the base case
projected 23.2% for this pool.  The analysis indicates there is
some potential rating migration with higher MVDs, compared with
the model projection.


GE COMMERCIAL 2004-C2: DBRS Hikes Rating on Cl. M Certs to 'BBsf'
-----------------------------------------------------------------
DBRS Inc. has upgraded four classes of the GE Commercial Mortgage
Corporation, Series 2004-C2 Commercial Mortgage Pass-Through
Certificates as follows:

-- Class J to A (high) (sf) from BBB (sf)
-- Class K to A (sf) from BB (low) (sf)
-- Class L to A (low) (sf) from B (low) (sf)
-- Class M to BB (sf) from CCC (sf)

DBRS has also confirmed the ratings of the following classes:

-- Class N at CCC (sf)
-- Class O at CCC (sf)
-- Class X-1 at AAA (sf)

All trends are Stable, with the exception of Classes N and O,
which have no trend assigned.

The rating upgrades reflect the increased credit enhancement to
the bonds as a result of loan repayment and continued
amortization. Since issuance, the pool has experienced collateral
reduction of 96.0% with eight of the original 199 loans still
outstanding as of the November 2014 remittance report.  Two loans,
representing 4.9% of the current pool balance, are fully defeased
and there are four loans in special servicing, representing 43.0%
of the current pool balance.  The specially serviced loans are all
non-performing matured balloon loans.  Three of the four loans in
special servicing have reported appraised values that indicate a
weighted-average property value decline of 41.2%; however, the
largest loan in special servicing was recently appraised with a
property value well above the DBRS stressed exposure for the loan.
As of the November 2014 remittance, there is one loan on the
servicer's watchlist, representing 42.2% of the current pool
balance.

Continental Center (Prospectus ID#8, 42.2% of the current pool
balance) is secured by a 26 story, class B office property in
downtown Columbus, Ohio.  The loan was transferred to the special
servicer in December 2012 for imminent default because of cash
flow issues at the property.  The property underwent a loan
modification in June 2014, which included initial interest rate
reductions and the creation of a $17.5 million A-note and $5.6
million B-note, with the B-note accruing interest and the A-note
interest rate increasing over the next three years back to the
original rate.  The maturity date was extended to March 2019 and
the loan will remain interest-only (IO) through maturity with the
borrower providing a capital contribution of $5.0 million at the
time of loan modification.  According to the June 2014 rent roll,
the property is 80.9% occupied with the major tenants at the
property being AT&T Inc. (AT&T), representing 33.5% of NRA with a
lease expiration on December 31, 2017, and the State of Ohio
Attorney General (State of Ohio AG, 32.4% of NRA expiring on June
20, 2015).  The State of Ohio AG tenant is currently planning
improvements to its leased space and the servicer will be
providing an update on its expiring lease in the spring of 2015.
AT&T once occupied the entire building, but has gradually
downsized over time and, as a result, property level cash flow has
been negatively affected.  As such, the DBRS UW debt service
coverage ratio (DSCR) has decreased from 1.24 times (x) to 1.05x
at YE2012, according to the latest reported servicer financials.
Further, YE2013 financials show a negative net operating income
after taking into account non-operating expenses.  DBRS has
modeled the B-note and the accrued interest on the B-note and A-
note as a loss, which totals $8.5 million with the resolution of
this loan.

The largest loan in special servicing is Mariner Village Shopping
Center (Prospectus ID#42, 16.6% of the current pool balance) and
is secured by an unanchored retail property located on Westheimer
Road in the Westwood/Bellaire submarket of Houston, Texas.  The
loan was transferred to special servicing for imminent default in
November 2014 and has been paid through to the October 2014
payment.  The loan matured in March 2014 and workout discussions
with the borrower are ongoing, with a modification strategy being
pursued.  According to the June 2014 rent roll, the property is
82.2% occupied with major tenants including Rilion Gracie Jiu
Jitsu Academy (7.3% of NRA with a lease expiry on December 31,
20145) and Mattress Firm Inc. (Mattress Firm; 7.3% of NRA rolling
on March 31, 2015).  The servicer has indicated that there are
currently no updates on Mattress Firm's lease as workout
discussions with the borrower are ongoing.  The DSCR declined to
1.18x at YE2013 from 1.25x at YE2012; however, Q2 2014 DSCR shows
improvement at 1.62x as a result of decreased operating expenses.
The January 2014 appraisal valued the property at $17.9 million, a
$3.4 million increase from the issuance value of $14.5 million.


GE COMMERCIAL 2005-C4: Moody's Affirms C Rating on 4 Certificates
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes in GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2005-C4 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Dec 20, 2013 Affirmed
Aaa (sf)

Cl. A-3A, Affirmed Aaa (sf); previously on Dec 20, 2013 Affirmed
Aaa (sf)

Cl. A-3B, Affirmed Aaa (sf); previously on Dec 20, 2013 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Dec 20, 2013 Affirmed
Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Dec 20, 2013 Affirmed
Aaa (sf)

Cl. A-M, Affirmed A1 (sf); previously on Dec 20, 2013 Affirmed A1
(sf)

Cl. A-J, Affirmed B1 (sf); previously on Dec 20, 2013 Downgraded
to B1 (sf)

Cl. B, Affirmed B3 (sf); previously on Dec 20, 2013 Downgraded to
B3 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Dec 20, 2013 Downgraded
to Caa2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Dec 20, 2013 Downgraded
to Caa3 (sf)

Cl. E, Affirmed C (sf); previously on Dec 20, 2013 Downgraded to C
(sf)

Cl. F, Affirmed C (sf); previously on Dec 20, 2013 Affirmed C (sf)

Cl. G, Affirmed C (sf); previously on Dec 20, 2013 Affirmed C (sf)

Cl. H, Affirmed C (sf); previously on Dec 20, 2013 Affirmed C (sf)

Cl. X-W, Affirmed Ba3 (sf); previously on Dec 20, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

The ratings on P&I classes A-1A through B 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 C through H were affirmed because the
ratings are consistent with Moody's expected loss.

The rating on the IO class, class X-W, 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 10.4% of
the current balance, compared to 11.9% at Moody's last review.
Moody's base expected loss plus realized losses is now 12.7% of
the original pooled balance, compared to 13.1% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

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

On October 9, 2014, Moody's issued a "Request for Comment" asking
for market feedback on proposed changes to the methodology it uses
to rate conduit and fusion CMBS transactions. If Moody's adopts
the new methodology as proposed, the changes could affect the
ratings of GECMC 2005-C4.

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 41 compared to 44 at Moody's last review.

Deal Performance

As of the November 10, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 30% to $1.7 billion
from $2.4 billion at securitization. The certificates are
collateralized by 139 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans constituting 36%
of the pool. One loan, constituting 1% of the pool, has an
investment-grade structured credit assessment. Twenty-three loans,
constituting 11% of the pool, have defeased and are secured by US
government securities.

As of the most recent distribution date, twenty-one loans,
constituting 19% 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.

Twelve loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $131 million (for an
average loss severity of 41%). Thirteen loans, constituting 18% of
the pool, are currently in special servicing. The largest
specially serviced loan is the 123 North Wacker Loan ($121 million
7.2% of the pool), which is secured by a 541,000 square foot (SF)
office property located in Chicago, Illinois' West Loop submarket.
The loan was previously modified in 2011 to extend the loan's
interest only period through loan maturity. The loan was most
recently transferred to special servicing in October 2013 due to
Imminent Default. The borrower is comprised of 35 tenant-in-common
(TIC) members. The special servicer is pursuing foreclosure.

The remaining 12 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $116 million loss
for the specially serviced loans (39% expected loss on average).

Moody's has assumed a high default probability for 10 poorly
performing loans, constituting 8% of the pool, and has estimated
an aggregate loss of $38 million (a 27% expected loss based on a
53% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 95% of the
pool, and partial year 2014 operating results for 92%. Moody's
weighted average conduit LTV is 96%, compared to 94% 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 9.4%.

Moody's actual and stressed conduit DSCRs are 1.44X and 1.13X,
respectively, compared to 1.50X and 1.18X 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 Seldon Plaza
Shopping Center Loan ($17 million -- 1.0% of the pool), which is
secured by a neighborhood retail center located in Seldon, New
York. The collateral was 88% leased as of March 2014 compared to
93% as of February 2013. Loan repayment is interest-only for the
entire term. The loan matures in December 2015. Moody's structured
credit assessment and stressed DSCR are baa3 (sca.pd) and 1.42X,
respectively, compared to baa3 (sca.pd) and 1.38X at the last
review.

The top three conduit loans represent 13% of the pool balance. The
largest loan is the Design Center of the Americas Loan ($88
million -- 5.3% of the pool), which represents a pari passu
interest in a $175 million first mortgage. The loan is secured by
a three building design center complex located in Dania Beach,
Florida. The loan was modified in 2012 to reduce the loan's
interest rate and extend the loan's maturity. The loan has been on
the watchlist since July 2012 for low DSCR. The collateral is 56%
leased as of July 2014 compared to 49% as of October 2013. The
sponsor is converting a portion of the collateral into traditional
office space in hopes of increasing property performance and
value. The loan is current, but Moody's identified this as a
troubled loan. Moody's LTV and stressed DSCR are 226% and 0.45X,
respectively, compared to 240% and 0.43X at last review.

The second largest loan is the Fireman's Fund Loan ($76 million --
4.5% of the pool), which represents a pari-passu interest in a
$160 million first mortgage. The loan is secured by a 710,000 SF
office complex located in Novato, which is north of San Francisco,
California. The property is fully leased to Fireman's Fund
Insurance Co. (Moody's Insurance Financial Strength Rating A2,
developing outlook) through November 2018. At securitization,
Fireman's Fund occupied only 450,000 SF (64% of the NRA) with the
rest of the space subleased. The loan matures in October 2015.
Moody's utilized a lit/dark scenario in its analysis to account
for the single tenant risk. Moody's LTV and stressed DSCR are 98%
and 1.05X respectively, compared to 99% and 1.04X at last review.

The third largest loan is the Grand Traverse Mall Loan ($60
million -- 3.6% of the pool), which is secured by the borrower's
interest in a 600,000 SF regional mall located in Traverse City,
Michigan. The total collateral is 310,000 SF as the collateral
excludes the mall's anchor tenants -- J.C. Penney, Macy's and
Target. The mall was part of GGP's spinoff to Rouse. The total
mall is 92% leased as of March 2014, while the in-line space is
84% leased. Moody's LTV and stressed DSCR are 111% and 0.87X,
respectively, compared to 107% and 0.91X at last review.


GREEN TREE 1998-3: S&P Lowers Rating on Class M-1 Notes to D
------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the
class M-1 certificates from Green Tree Financial Corp.
Manufactured Housing Trust 1998-3, an asset-backed securities
(ABS) transaction backed by fixed-rate manufactured housing loans,
by lowering it to 'D (sf)' from 'CC (sf)'.

This transaction did not make its full interest payment on class
M-1 on the Dec. 2, 2013, remittance date.  Because of an error,
S&P's downgrade on class M-1 did not occur contemporaneously with
the interest payment shortfall.

RATINGS LIST

Green Tree Financial Corp. Man Hsg Trust 1998-3
US$500 million mfd hsg contract sr/sub pass-thru certs
series 1998-3 due 08/15/2028
                                        Rating      Rating
Class              Identifier           To          From
M-1                393505E57            D (sf)      CC (sf)


HARBOR SERIES 2006-1: Moody's Affirms Rating on 4 Note Classes
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the
following notes issued by Harbor Series 2006-1 LLC.

Cl. A, Affirmed Caa2 (sf); previously on Jan 29, 2014 Affirmed
Caa2 (sf)

Cl. B, Affirmed Caa3 (sf); previously on Jan 29, 2014 Affirmed
Caa3 (sf)

Cl. C, Affirmed Caa3 (sf); previously on Jan 29, 2014 Affirmed
Caa3 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Jan 29, 2014 Affirmed
Caa3 (sf)

Ratings Rationale

Moody's has affirmed the ratings on the transaction because its
key transaction metrics are commensurate with the existing
ratings. The rating actions are the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO Synthetic) transactions.

Harbor Series 2006-1 LLC is a static synthetic transaction backed
by a portfolio of credit default swaps on commercial mortgage
backed securities (CMBS) (100% of the reference obligation pool
balance). As of the October 20, 2014 trustee report, the aggregate
note balance of the transaction has decreased to $146.7 million
from $160 million at issuance, with the reference pool
amortization being paid to the notes on a pro-rata basis. This
transaction features a pro-rata to senior-sequential and vice-
versa waterfall switch which is based upon certain thresholds.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the reference obligations
it does not rate. The rating agency modeled a bottom-dollar WARF
of 918, compared to 747 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 (41.1% compared to 46.3% at last
review), A1-A3 (16.9% compared to 14.3% at last review), Baa1-Baa3
(12.9% compared to 13.2% at last review), Ba1-Ba3 (15.9% compared
to 15.6% at last review), B1-B3 (5.6% compared to 5.5% at last
review), and Caa1-C (7.6% compared to 5.0% at last review).

Moody's modeled a WAL of 3.0 years, compared to 2.4 years at last
review. The WAL is based on assumptions about extensions on the
reference obligations.

Moody's modeled a fixed WARR of 29.8%, compared to 47.3% at last
review.

Moody's modeled a MAC of 9.7% compared to 16.7% 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 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 of the underlying collateral and credit
assessments. Notching down the collateral pool by one notch would
result in no modeled rating movement on the rated notes. Notching
up the collateral pool by one notch would result in no modeled
rating movement on the rated notes.

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and certain 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.


IMPACT FUNDING: S&P Assigns Bsf Rating on Class F Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Impact
Funding LLC, Calif.'s Affordable Multifamily Housing Mortgage Loan
Trust's $215.2 million affordable multifamily housing mortgage
loan pass-through certificates, as:

  Class          Rating         Amount ($)
  A-1            AAA(sf)        21,267,000
  A-2            AAA(sf)        34,715,000
  A-3            AAA(sf)        133,408,000
  X-A            AAA(sf)        189,390,000 (i)
  X-FX1          AAA(sf)        189,390,000 (i)
  B              AA-(sf)        8,609,000
  C              A-(sf)         5,649,000
  D              BBB-(sf)       4,574,000
  E              BB(sf)         1,883,000
  F              B(sf)          2,959,000
  G              NR             2,152,599
  X-B            NR             25,826,599 (i)
  X-FX2          NR             25,826,599 (i)
  R-I            NR             N/A
  R-II           NR             N/A
  Q              NR             N/A

The issuance is a CMBS transaction backed by 124 affordable
multifamily housing mortgage loans with a $215.2 million aggregate
principal balance, secured by the fee and leasehold interests in
118 properties across 24 states and the District of Columbia.  The
ratings reflect the credit support that the transaction structure
provides, S&P's view of the underlying collateral's economics, the
servicer-provided liquidity, the collateral pool's relative
diversity, and our overall qualitative assessment of the
transaction.  Standard & Poor's determined that the collateral
pool has, on a weighted average basis, a 1.39x debt service
coverage and 69.8% and 47.9% beginning and ending loan-to-value
ratios, respectively, based on Standard & Poor's values.

At the same time, Standard & Poor's assigned its 'AAA' rating to
these issues, issued by Freddie Mac:

   -- $21.267 million structured pass-through certificates (Class
      A-1), series Q-001;

   -- $34.715 million structured pass-through certificates (Class
      A-2), series Q-001;

   -- $133.408 million structured pass-through certificates (Class
      A-3), series Q-001;

   -- $189.39 million structured pass-through certificates (Class
      X-A), series Q-001; and

   -- $189.39 million structured pass-through certificates (Class
      X-FX1), series Q-001.


IMPACT FUNDING 2014-1: DBRS Finalizes BB Rating on Class E Certs
----------------------------------------------------------------
DBRS Inc. has finalized the provisional ratings on the following
classes of Affordable Multifamily Mortgage Loan Pass-Through
Certificates, Series 2014-1 issued by Impact Funding Affordable
Multifamily Housing Mortgage Loan Trust 2014-1.  The trends are
Stable.

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class A-3 at AAA (sf)
-- Class X-A at AAA (sf)
-- Class X-FX1 at AAA (sf)
-- Class X-B at AAA (sf)
-- Class X-FX2 at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (sf)

Classes A-1, A-2, A-3, X-A and X-FX1 represent the Certificates
that have been purchased and guaranteed by Freddie Mac and will be
deposited into the SPC Trust to back the Offered SPCs.

Classes B, C, D, E, F, X-B and X-FX2 represent the non-guaranteed
offered certificates.

All classes have been privately placed.

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

The collateral consists of 124 fixed-rate loans secured by 118
multifamily properties, for a total transaction balance of
$215,216,599.  The DBRS sample included 33 loans, representing
44.9% of the pool.  The loans benefit from strong origination
practices through the Impact platform, with Freddie Mac
guaranteeing the AAA Classes and the tax credit investor having a
vested interest in the continued performance of the properties.
Within this Impact platform, there have been three rated
securitizations since 2000 that together have an extremely low
delinquency rate of only 0.04% as of June 2014. This compares very
favorably with the delinquency rate for CMBS multifamily loans of
approximately 4.74% for the same period.  In addition, cash flow
underwriting is prudent, as evidenced by an average DBRS net cash
flow variance of -5.1% on the sampled loans.

The pool is concentrated by property type, with affordable
multifamily properties representing 100% of the collateral;
however, it is also very granular, based on loan size.  The pool
has a concentration profile of 82 equal-sized loans helping to
insulate the higher-rated classes from event risk.  Additionally,
the leverage level is quite low, as evidenced by the strong DBRS
Going-In and Exit Debt Yields of 11.4% and 16.7%, respectively.
While the average remaining loan term for the pool is long at 208
months, 13% of the pool fully amortizes over the loan term and the
overall pool amortizes by 42.5% over the loan term.  This is
further evidenced by the strong weighted-average DBRS Term and
Refi DSCR of 1.41x and 1.99x.

Since issuing the Provisional Rating, DBRS has concluded its legal
review including finalizing a review of a sample of the
Subordination Agreements associated with the subordinate debt on a
portion of the loans.  Some of the Subordination Agreements were
found to be non-standard and therefore DBRS increased the
probability of default for the corresponding loans.  The results
did not ultimately impact the final ratings.

Classes A-1, A-2, A-3, X-A and X-FX1 are being purchased by
Freddie Mac and conveyed into separate trust funds. Freddie Mac
will offer structured pass-through certificates (SPCs) that
represent pass-through interests in Classes A-1, A-2, A-3, X-A and
X-FX1. With respect to the SPCs, Freddie Mac guarantees: (1)
timely payment of interest; (2) payment of related principal on
the distribution date following the maturity date of each mortgage
loan, to the extent such principal would have been distributed to
the underlying Class A-1, Class A-2 and Class A-3 certificates;
(3) reimbursement of any realized losses and additional trust fund
expenses allocated to the Underlying Guaranteed Certificates; and
(4) ultimate payment of principal by the assumed final
distribution date for the underlying Class A-1, Class A-2 and
Class A-3 certificates.


JP MORGAN 2014-C25: DBRS Finalizes 'BB' Rating of Class E Certs
---------------------------------------------------------------
DBRS Inc. has finalized its provisional ratings on the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2014-C25, to be issued by JPMBB 2014-C25 Mortgage Trust.  The
trends are Stable.

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class A-3 at AAA (sf)
-- Class A-4A1 at AAA (sf)
-- Class A-4A2 at AAA (sf)
-- Class A-5 at AAA (sf)
-- Class A-SB at AAA (sf)
-- Class X-A at AAA (sf)
-- Class X-B at AAA (sf)
-- Class X-C at AAA (sf)
-- Class X-D at AAA (sf)
-- Class X-E at AAA (sf)
-- Class X-F at AAA (sf)
-- Class X-NR at AAA (sf)
-- Class A-S at AAA (sf)
-- Class B at AA (high) (sf)
-- Class C at A (high) (sf)
-- Class EC at A (high) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (high) (sf)

Classes A-4A2, X-C, X-D, X-E, X-F, X-NR, D, E and F have been
privately placed pursuant to Rule 144A.

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

Up to the full certificate balance of the Class A-S, Class B and
Class C certificates may be exchanged for Class EC certificates.
Class EC certificates may be exchanged for up to the full
certificate balance of the Class A-S, Class B and Class C
certificates.

The collateral consists of 65 fixed-rate loans secured by 157
commercial and multifamily properties, with a transaction balance
of $1,184,302,812.  The DBRS sample included 30 loans,
representing 73.2% of the pool.  Term default risk is moderate, as
indicated by a strong DBRS Term debt service coverage ratio (DSCR)
of 1.60 times (x).  Only four loans, representing 6.9% of the
pool, have properties that are leased to single tenants, the
largest of which represents 4.4% of the pool (Spectra Energy
Headquarters).  Overall, the pool is relatively diverse based on
loan size, with a concentration profile equivalent to that of a
pool of 30 equal-sized loans.  Increased pool diversity helps to
insulate the higher-rated classes from event risk.

The pool exhibits a high concentration of loans with elevated
refinance risk.  Twenty-nine loans, representing 50.6% of the
pool, have DBRS Refi DSCRs below 1.00x.  Twelve of these loans,
representing 27.8% of the pool, have DBRS Refi DSCRs less than
0.90x.  However, these DSCRs are based on a weighted-average
stressed refinance constant of 9.8%, which implies an interest
rate of 9.3%, amortizing on a 30-year schedule.  This represents a
significant stress of more than 4.8% over the weighted-average
contractual interest rate of the loans in the pool.  In addition,
the combined partial IO and full-term IO concentration amounts to
74.2% of the total pool.  There are seven loans that are IO for
the full term, representing 19.3% of the pool, including three of
the five largest loans in the pool.  This in turn results in a
relatively low level of total pool amortization during the loan
term of -10.6%.  Furthermore, DBRS determines probability of
default based on the lower of term or refinance DSCR, and loans
that lack amortization are treated more punitively.


KKR CLO 10: S&P Assigns Preliminary BB Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to KKR CLO 10 Ltd./KKR CLO 10 LLC's $368.00 million
floating- and fixed-rate notes.

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

The preliminary ratings are based on information as of Nov. 21,
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
      (not including excess spread).

   -- The cash flow structure, which can withstand the default
      rate projected by Standard & Poor's CDO Evaluator model,
      assessed using the assumptions and methods outlined in its
      corporate collateralized debt obligation (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- The transaction's ability to make timely interest and
      ultimate principal payments on the preliminary rated notes,
      which S&P assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2321%-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
      rated notes' outstanding balance.

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

PRELIMINARY RATINGS LIST

KKR CLO 10 Ltd./KKR CLO 10 LLC

Class                 Rating       Amount
A                     AAA (sf)     247.0
B-1                   AA (sf)       32.0
B-2                   AA (sf)       20.0
C-1                   A (sf)        25.0
C-2                   A (sf)         5.0
D                     BBB (sf)      20.0
E                     BB (sf)       19.0
Subordinated notes    NR            47.6

NR--Not rated.


LATITUDE CLO II: Moody's Affirms B3 Rating on $9.5MM Cl. D Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Latitude CLO II Ltd.:

  $27,000,000 Class B Second Priority Deferrable Floating Rate
  Notes Due 2018, Upgraded to Aaa (sf); previously on July 2,
  2014 Upgraded to Aa1 (sf);

  $13,300,000 Class C Third Priority Deferrable Floating Rate
  Notes Due 2018, Upgraded to Baa3 (sf); previously on July 2,
  2014 Upgraded to Ba1 (sf).

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

  $45,500,000 Class A-2 Senior Secured Floating Rate Notes Due
  2018 (current outstanding balance of $33,342,522.16), Affirmed
  Aaa (sf); previously on July 2, 2014 Affirmed Aaa (sf);

  $9,500,000 Class D Fourth Priority Deferrable Floating Rate
  Notes Due 2018 (current outstanding balance of $8,955,390.48),
  Affirmed B3 (sf); previously on July 2, 2014 Affirmed B3 (sf).

Latitude CLO II, Ltd., issued in August 2006, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in June
2013.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization (OC) ratios since July 2014. The Class A-1 notes
have been paid down completely, and the Class A-2 notes have been
paid down by 26.7% or $12.2 million since that time. Based on the
trustee's October 2014 report, the OC ratios for the Class A,
Class B, Class C and Class D notes are reported at 270.45%,
149.44%, 122.45% and 109.18%, respectively, versus July 2014
levels of 209.32%, 137.66%, 117.80% and 107.37%, respectively.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on Moody's calculation,
securities that mature after the notes do currently make up
approximately 39.9% (up from 32.0% in July 2014) or $34.7 million
of the portfolio. These investments could expose the notes to
market risk in the event of liquidation when the notes mature. The
ratings on the Class C and D notes reflect Moody's concerns with
the potential market risk stemming from the deal's exposure to
these long-dated assets.

The credit quality of the portfolio has deteriorated since July
2014. Based on Moody's calculation, the weighted average rating
factor is currently 2835 compared to 2583 in July 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 light of the
deal's sizable exposure to long-dated assets, which increases its
sensitivity to the liquidation assumptions in the rating analysis,
Moody's ran scenarios using a range of liquidation value
assumptions. However, actual long-dated asset exposures and
prevailing market prices and conditions at the CLO's maturity will
drive the deal's actual losses, if any, from long-dated assets.

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

Moody's Adjusted WARF -- 20% (2268)

Class A-2: 0

Class B: 0

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3402)

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 $88.5 million, defaulted par
of $20.0 million, a weighted average default probability of 17.02%
(implying a WARF of 2835), a weighted average recovery rate upon
default of 51.52%, a diversity score of 27 and a weighted average
spread of 3.43% (before adjustments for LIBOR floors).

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.


LB-UBS 2002-C2: Moody's Affirms C Rating on Class X-CL Certs
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes of
LB-UBS Commercial Mortgage Trust 2002-C2 Commercial Mortgage Pass-
Through Certificates, Series 2002-C2 as follows:

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

  Cl. X-CL, Affirmed C (sf); previously on Dec 13, 2013
  Downgraded to C (sf)

Ratings Rationale

The rating of the P&I class is consistent with Moody's expected
loss and thus is affirmed.

The affirmation of the IO Class, Class X-CL, is due to the credit
performance of its referenced class.

Moody's rating action reflects a base expected loss of 28.7% of
the current balance compared to 52.7% at Moody's prior review.
Moody's base expected loss plus realized losses is now 1.6% of the
original pooled balance compared to 1.7% at the prior review.

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

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

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

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

Methodology Underlying The Rating Action

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

Moody's utilized a loss and recovery approach in rating the P&I
classes in this deal since 95% of the pool is in special servicing
and the other 5% is fully defeased. There are no performing
conduit loans. In this approach, Moody's determines a probability
of default for each specially serviced loan that Moody expect will
generate a loss and estimates a loss given default based on a
review of broker's opinions of value (if available), other
information from the special servicer, available market data and
Moody's internal data. The loss given default for each loan also
takes into consideration repayment of servicer advances to date,
estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected
loss estimate, Moody's then applies the aggregate loss from
specially serviced loans to the most junior class (es) and the
recovery as a pay down of principal to the most senior class (es).

Description of Models Used

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 1, compared to 2 at last review.

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

Deal Performance

As of the November 18, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $5.0 million
from $1.2 billion at securitization. The Certificates are
collateralized by two mortgage loans ranging in size from 5% to
95% of the pool. One loan, representing 5% of the pool, has
defeased and is secured by US Government securities.

No loans are on the master servicer's watchlist. The watchlist
includes loans which meet certain portfolio review guidelines
established as part of the CRE Finance Council (CREFC) monthly
reporting package. As part of Moody ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance.

Fifteen loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $18.2 million (20% loss
severity on average). The specially serviced loan is the Square 67
Shopping Center Loan ($4.7 million -- 95.3% of the pool), which is
secured by an 183,000 square foot retail property in Dallas,
Texas. The loan transferred to special servicing in April 2012 due
to the borrower's bankruptcy filing. The property became real
estate owned (REO) in October 2013. The servicer is evaluating
loan resolution strategies.

There is no conduit level information because the pool does not
have any remaining conduit loans.


LB-UBS COMMERCIAL 2003-C8: S&P Raises Rating on N Notes to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
N commercial mortgage pass-through certificates from LB-UBS
Commercial Mortgage Trust 2003-C8, a U.S. commercial mortgage-
backed securities (CMBS) transaction, to 'B- (sf)' from 'CCC+
sf)'.

S&P's rating action 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,
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 rating on class N to reflect its expectation of the
available credit enhancement is greater than its most recent
estimate of necessary credit enhancement for the respective rating
levels.

While available credit enhancement level suggests further positive
rating movement on class N, S&P's analysis also considered the
susceptibility to reduced liquidity support from the two assets
with the special servicer, both of which have been deemed non-
recoverable.

TRANSACTION SUMMARY

As of the Nov. 18, 2014, trustee remittance report, the collateral
pool balance was $15.3 million, which is 1.1% of the pool balance
at issuance.  The pool currently includes one loan and two real
estate-owned (REO) assets, down from 94 loans at issuance.  Both
REO assets ($8.7 million, 56.6%) with the special servicer have
been deemed non-recoverable.  The remaining loan ($6.6 million,
43.4%) is defeased.

To date, the transaction has experienced $17.4 million in
principal losses, or 1.2% of the original pool trust balance.  S&P
expects losses to reach approximately 1.6% 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 two specially serviced assets.

CREDIT CONSIDERATIONS

As of the Nov. 18, 2014, trustee remittance report, two assets in
the pool were with the special servicer, LNR Partners LLC (LNR).
Details of the specially serviced assets are:

   -- The PGA Commons REO asset ($6.5 million, 42.2%) has $7.6
      million in total reported exposure and is secured by a
      38,741-sq.-ft. retail property in Palm Beach Gardens, Fla.
      The loan was transferred to LNR on March 3, 2010, due to
      imminent default.  The asset became REO on Nov. 9, 2012.  A
      $5.3 million appraisal reduction amount (ARA) is in effect
      against this loan, and S&P expects a significant loss upon
      its eventual resolution.  The Summergate Shopping Center
      loan ($2.2 million, 14.4%) has $2.6 million in total
      reported exposure and is secured by a 13,741 -sq.-ft. retail
      property in Las Vegas, Nev.  The loan was transferred to LNR
      on Dec. 21, 2012, due to payment default.  The property
      became REO on Jan. 10, 2014. A $0.8 million ARA is in effect
      against this loan, and S&P expects a moderate loss upon its
      eventual resolution.

S&P estimated losses for the two specially serviced assets,
arriving at a weighted-average loss severity of 59.5%.

RATING RAISED

LB-UBS Commercial Mortgage Trust 2003-C8
Commercial mortgage pass-through certificates series 2003-C8

            Rating      Rating           Credit
  Class     To          From           enhancement (%)
  N         B- (sf)     CCC+ (sf)         80.97


LEHMAN ABS 2003-1: Moody's Lowers Rating on Class A1 Debt to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
from Lehman 2003-1 and upgraded the ratings of three tranches from
Lehman 2004-1, both backed by Alt-A RMBS loans.

Complete rating actions are as follows:

Issuer: Lehman ABS Corpration 2003-1 Trust

Cl. A1, Downgraded to Ba3 (sf); previously on Sep 16, 2014 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: Lehman ABS Corpration 2004-1 Trust

Cl. 2-A2, Upgraded to Baa1 (sf); previously on Sep 16, 2014 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M1, Upgraded to Ba3 (sf); previously on Jun 15, 2012 Upgraded
to B2 (sf)

Cl. M1-IO, Upgraded to Ba3 (sf); previously on Jun 15, 2012
Upgraded to B2 (sf)

Ratings Rationale

The rating actions serve as a resolution to the ratings of Class
A1 from Lehman 2003-1 and Class 2-A2 from Lehman 2004-1, which
were placed on review for downgrade in September pending
additional clarification from the transaction's administrator, US
Bank, with regard to the principal distribution amount
calculations and waterfall for the senior tranches.

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The rating downgraded is due to the weaker performance
of the underlying collateral and the erosion of enhancement
available for the bond. The ratings upgraded are due to faster
paydown and improving credit enhancement available to those bonds.

The rating actions also reflect updates and corrections, based on
the clarification provided by US Bank, to the cash-flow models
used by Moody's in rating these transactions.

For Lehman 2003-1, the model used in previous rating actions
ceased payment of principal distributions to the mezzanine
tranches once a trigger event occurred. However, US Bank has
confirmed that the senior and mezzanine tranches receive principal
distributions until they reach their related target enhancement
levels irrespective of a trigger event. As a result, Class A1
amortizes simultaneously with the mezzanine tranches, and
enhancement levels for the senior tranche continues to erode.

For Lehman 2004-1, the model used in previous rating actions did
not incorporate accelerated pool distributions in the calculation
of senior target enhancement levels, impacting the calculation and
allocation of principal to the senior and mezzanine tranches per
the transaction's waterfall. US Bank has provided accelerated pool
distribution amounts to be used in the calculation of the senior
target amounts and in the allocation of principal to the senior
and mezzanine tranches. The incorporation of accelerated pool
distributions, distributed per the excess cash flow waterfall
which pays seniors and bonds sequentially and up to their related
target amount when no trigger is in effect, has resulted in faster
paydown to the seniors and mezzanine bonds with the highest order
of priority.

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 5.8% in October 2014 from 7.2%
in October 2013. Moody's forecasts an unemployment central range
of 6% to 7% 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.


MADISON SQUARE 2004-1: Fitch Raises Rating on Class P Notes to BB
-----------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed two classes of Madison
Square 2004-1.

Key Rating Drivers

Since Fitch's last rating action in December 2013, approximately
5.4% of the underlying collateral has been downgraded and 14.3%
has been upgraded.  Currently, 85.7% of the portfolio has a Fitch-
derived rating below investment grade and 85.7% has a rating in
the 'CCC' category and below, compared to 94.5% and 89%,
respectively, at the last rating action.  Over this period, the
transaction has received $57.8 million in paydowns resulting in
the full repayment of the class O notes and $34.9 million in
paydowns to the class P notes.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities.  Additionally, a deterministic analysis was performed
where the recovery estimate on the distressed collateral was
modeled in accordance with the principal waterfall.  An asset by
asset analysis was then performed for the remaining assets to
determine the collateral coverage for the remaining liabilities.
Based on this analysis, the credit enhancement levels for the
class P notes are consistent with the ratings indicated below.

For the class Q and S notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below).  Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class Q and S notes have been affirmed at 'Csf', indicating
that default is inevitable.

RATING SENSITIVITIES

The Stable Outlook on the class P notes reflects Fitch's view that
the notes will continue to delever.

Madison Square 2004-1 is a CMBS B-piece resecuritization that
closed March 31, 2004.  The transaction is currently
collateralized by eight assets from four obligors from the 1998
through 1999 vintages.

Fitch has taken these actions as indicated:

   -- $7,397,014 class P notes upgraded to 'BBsf' from 'CCsf';
      assign Outlook Stable
   -- $23,245,712 class Q notes affirmed at 'Csf';
   -- $18,059,233 class S notes affirmed at 'Csf'.


MCAP CMBS 2014-1: DBRS Rates Class F Certificates 'BB(sf)'
----------------------------------------------------------
DBRS Inc. has assigned provisional ratings to the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2014-1 issued by MCAP CMBS Issuer Corporation, Series 2014-1:

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

Class X is notional.  DBRS ratings on interest-only (IO)
certificates address the likelihood of receiving interest based on
the notional amount outstanding.  DBRS considers the IO
certificates' position within the transaction payment waterfall
when determining the appropriate rating.

The collateral for the transaction consists of 32 fixed-rate loans
secured by 40 traditional property types such as retail, office,
industrial and multifamily.  All 32 loans in the transaction
amortize for the entire term, with the majority of the pool
(94.3%) by loan balance amortizing on a 25-year or less
amortization schedule (79.9% have between 20 years and 25 years of
remaining amortization) and 5.7% of the pool by loan balance
having longer than 25-year amortization schedules.  Twenty-two
loans (60.0% of the pool by loan balance) offer meaningful
recourse to the respective sponsor; all else equal, recourse loans
typically have lower probability of default and were modeled as
such.

The conduit pool was analyzed to determine the provisional
ratings, reflecting the long-term probability of loan default
within the term and its liquidity at maturity.  When the cut-off
loan balances were measured against the DBRS Stabilized Net Cash
Flow and their respective actual constants, DBRS identified seven
loans (20.2% of the pool based on A-note balances) or nine loans
(27.1% of the pool based on whole loan balances) as having a
higher likelihood of mid-term default as evidenced by DBRS Term
Debt Service Coverage Ratio (DSCR) below 1.15 times (x).  In
addition, 56.9% of the pool, based on both A-note and whole loan
balances, have DBRS Refinance DSCRs below 1.00x.  The DBRS
weighted-average (WA) Term DSCR and Going-In Debt Yield based on
A-note balances are 1.25x and 8.25%, respectively.  The DBRS WA
Term DSCR and Debt Yield, based on the whole loan balances, are
1.24x and 8.20%, respectively.  The DBRS WA Exit Debt Yield based
on A-note and whole loan balances are 9.46% and 9.40%,
respectively.

DBRS sampled 25 loans, representing 84.6% of the pool by loan
balance, and site inspections were performed on 31 properties,
representing 84.6% of the pool by loan allocated balance.  Of the
sampled loans, two loans were considered to be of Above Average
property quality, and one loan was considered to be of Poor
property quality.


MERRILL LYNCH 2002-MW1: Moody's Affirms C Rating on 3 Certs
-----------------------------------------------------------
Moody's Investors Service affirmed six classes of Merrill Lynch
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1 as follows:

Cl. H, Affirmed Baa3 (sf); previously on Dec 20, 2013 Affirmed
Baa3 (sf)

Cl. J, Affirmed Caa2 (sf); previously on Dec 20, 2013 Downgraded
to Caa2 (sf)

Cl. K, Affirmed C (sf); previously on Dec 20, 2013 Downgraded to C
(sf)

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

Cl. M, Affirmed C (sf); previously on Dec 20, 2013 Affirmed C (sf)

Cl. XC, Affirmed Caa3 (sf); previously on Dec 20, 2013 Downgraded
to Caa3 (sf)

Ratings Rationale

The rating on Class H was affirmed because the transaction's key
metrics, including Moody's loan-to-value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the transaction's
Herfindahl Index (Herf), are within acceptable ranges

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

The affirmation of the IO Class, Class XC, is due to the WARF of
its referenced classes.

Moody's rating action reflects a base expected loss of 60.1% of
the current balance, compared to 58.4% at Moody's prior review.
Moody's base expected loss plus realized losses is now 4.8% of the
original pooled balance, compared to 5.1% at the prior review.

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

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

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

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

Methodology Underlying The Rating Action

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

Moody's utilized a loss and recovery approach in rating the P&I
classes in this deal since 95.5% of the pool is in special
servicing and the other 4.5% is fully defeased. There are no
performing conduit loans. In this approach, Moody's determines a
probability of default for each specially serviced loan that Moody
expect will generate a loss and estimates a loss given default
based on a review of broker's opinions of value (if available),
other information from the special servicer, available market data
and Moody's internal data. The loss given default for each loan
also takes into consideration repayment of servicer advances to
date, estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected
loss estimate, Moody's then applies the aggregate loss from
specially serviced loans to the most junior classes and the
recovery as a pay down of principal to the most senior classes.

Description of Models Used

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 1 compared to 2 at Moody's prior review.

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

Deal Performance

As of the November 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $37.8
million from $1.08 billion at securitization. The Certificates are
collateralized by three mortgage loans ranging in size from less
than 5% to 81% of the pool. One loan, representing approximately
4.5% of the pool, is defeased and is secured by U.S. Government
securities.

There are no loans on the master servicer's watchlist. The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the CRE Finance Council (CREFC)
monthly reporting package. As part of Moody ongoing monitoring of
a transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance.

Fourteen loans have liquidated from the pool, contributing to an
aggregate realized loss of $29.2 million (32% average loan loss
severity). Two loans, representing 95.5% of the pool, are in
special servicing. The largest specially serviced loan, which is
also the largest loan in the pool, is the Seven Mile Crossing Loan
($30.7 million -- 81.4% of the pool). The loan is secured by a
346,200 square foot suburban office complex located in Livonia,
Michigan. The property is now real estate owned (REO) following
foreclosure in November 2012, plus a six-month redemption period,
which ended in May 2013. The property has suffered from prolonged
high vacancy. At last reivew, the property was 62% occupied. The
property is currently marketed for sale.

The second largest specially serviced loan is the 4400 Matthew
Drive Loan ($5.3 million -- 14.1% of the pool). The loan
transferred to special servicing in January 2014 due to imminent
default. The loan is secured by a 408,000 square foot industrial
property located in Flint, Michigan. The property is vacant
following the July 2013 early lease termination by the former sole
tenant, Al-Genesee (Android Industries). The Borrower has the
property under contract to sell with an estimated closing date in
November 2014.

Moody's estimates a $22.7 million loss (74% expected loss) for one
of the specially serviced loans.

There is no conduit level information because the pool does not
have any remaining conduit loans.


MORGAN STANLEY 2005-TOP17: Fitch Affirms CC Rating on Cl. D Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed 15 classes of Morgan Stanley Capital I
Trust's commercial mortgage pass-through certificates series 2005-
TOP17.

Key Rating Drivers

The affirmations reflect significant paydown and increased credit
enhancement since Fitch's last rating action .  Despite the
significant paydown upgrades are not warranted due to pool
concentrations and adverse selection, with only 24 loans
remaining.  Fitch modeled losses of 38.1% of the remaining pool;
expected losses on the original pool balance total 7.5%, including
$5.9 million (0.6% of the original pool balance) in realized
losses to date. Fitch has designated nine loans (48.7%) as Fitch
Loans of Concern, which includes four specially serviced assets
(40.1%).

As of the November 2014 distribution date, the pool's aggregate
principal balance has been reduced by 82%, to $176.8 million from
$980.8 million at issuance.  Per the servicer reporting, three
loans (14.4% of the pool) are defeased.  Interest shortfalls are
currently affecting classes D through P.

The largest contributor to expected losses remains the Coventry
Mall (36% of the pool).  The 796,194 square foot (sf) regional
mall is located in Pottstown, PA and was transferred to special
servicing in February 2011.  The loan was modified in Jan. 2012
and bifurcated into A/B notes.  The loan was returned to the
master servicer in April 2012 after the borrower made three
consecutive payments under the modified terms.  Sears vacated
later in 2012 and the loan returned to the special servicer in in
Dec. 2012 due to imminent monetary default.  Foreclosure occurred
in Oct. 2013.  The asset is real estate owned (REO) and the
servicer is addressing immediate deferred maintenance items.
Performance of the mall has declined further when Ross Dress for
Less vacated in January 2014.  Occupancy was reported to be 62% as
of Aug. 2014.  Fitch remains concerned about the ultimate recovery
prospects for this asset.

The next largest contributor to expected losses is secured by a
94,193 sf grocery-anchored shopping center located in Benson, AZ
(3.15%).  The loan transferred to the special servicer in Feb.
2009 due to imminent payment default as a result of occupancy
decline and required structural repairs.  Foreclosure occurred in
Jan. 2012.  All repairs have now been completed and the grocery
tenant has recently exercised its five year extension option.
Occupancy was reported to be 75% as of July 2014. The property is
currently being marketed for sale.

The third largest contributor to expected losses is secured by a
230,600 sf warehouse/distribution center located in Weston, FL
(3.54%).  The property has been 100% vacant since 2012, but loan
payments have been current.  Fitch applied a dark value analysis
to estimate an expected recovery given the current vacancy, making
assumptions for market rents, carrying costs, and re-tenanting
costs.

RATING SENSITIVITIES

The Rating Outlooks on classes A-5 and A-J are Stable due to
increasing credit enhancement and continued paydown.  The Rating
Outlook on class B remains Negative due to the uncertainty of
losses from the specially serviced loans and the thinness of
classes subordinate to the B class.

Fitch affirms these classes but revises Rating Outlooks and REs as
indicated:

   -- $16 million class A-5 at 'AAAsf', Outlook to Stable from
      Negative;
   -- $74.8 million class A-J at 'BBBsf', Outlook to Stable from
      Negative;
   -- $7.4 million class C at 'CCCsf', RE 0%;
   -- $11 million class D at 'CCsf', RE 0%.

Fitch affirms these classes as indicated:

   -- $20.8 million class B at 'Bsf', Outlook Negative;
   -- $9.8 million class E at 'Csf', RE 0%;
   -- $6.1 million class F at 'Csf', RE 0%;
   -- $7.4 million class G at 'Csf', RE 0%;
   -- $7.4 million class H at 'Csf', RE 0%;
   -- $2.5 million class J at 'Csf', RE 0%;
   -- $3.7 million class K at 'Csf', RE 0%;
   -- $3.7 million class L at 'Csf', RE 0%;
   -- $1.2 million class M at 'Csf', RE 0%;
   -- $1.2 million class N at 'Csf', RE 0%;
   -- $2.5 million class O at 'Csf', RE 0%.

The class A-1, A-2, A-3, A-4 and A-AB certificates have paid in
full. Fitch does not rate the class P certificates. Fitch
previously withdrew the ratings on the interest-only class X-1 and
X-2 certificates.


MORGAN STANLEY 2006-HQ10: Fitch Affirms 'Dsf' Rating on 9 Notes
---------------------------------------------------------------
Fitch Ratings has affirmed 19 classes of Morgan Stanley Capital I
Trust series 2006-HQ10 (MSCI 2006-HQ10) commercial mortgage pass-
through certificates.

KEY RATING DRIVERS

The affirmations reflect continued paydown and stable performance,
since Fitch's last rating action.  Fitch modeled losses of 6.4% of
the remaining pool; expected losses on the original pool balance
total 9.9%, including $84.8 million (5.4% of the original pool
balance) in realized losses to date.  Fitch has designated 36
loans (26.4% of the pool) as Fitch Loans of Concern, which
includes two specially serviced assets (1.3% of the pool).

As of the Nov. 2014 distribution date, the pool's aggregate
principal balance has been reduced by 29.3% to $1.1 billion from
$1.56 billion at issuance.  Per the servicer reporting, seven
loans (14.1% of the pool) are defeased.  Interest shortfalls are
currently affecting classes F through P.

The largest contributor to modeled losses is the AZ Office/Retail
Portfolio, three cross-collateralized and cross-defaulted loans
(6.5% of the pool) secured by a portfolio of two retail properties
and one office property, totaling 335,653 square feet (sf),
located in Scottsdale, AZ.  These loans were previously
transferred to special servicing in March 2012 for imminent
default.  The loans have since returned to the master servicer in
Feb. 2014 with no modifications to the loans.

Previously, portfolio cash flow had been declining since issuance
due to an overall drop in portfolio occupancy; however, the
portfolio has shown initial signs of recovery.  As of the June
2014 rent roll, the combined portfolio occupancy was 80.5%, which
is up from 76% in August 2013 but still down from 84.1% at
issuance.  Approximately 33% of the total portfolio square footage
rolls prior to the end of 2016; the loan matures in Oct. 2016.
According to REIS, the Scottsdale office submarket reported a
vacancy rate of 26.1% as of third-quarter 2014 (3Q'14).
Additionally, the North Scottsdale-Paradise Valley retail
submarket reported a vacancy rate of 9.8%, also as of 3Q'14.

The next largest contributor to expected losses is a specially-
serviced loan (0.8% of the pool) secured by an unanchored 162,257
sf retail center located in Houston, TX.  The loan recently
transferred to the special servicer in October 2014 for imminent
default.  Prior to the transfer the loan had been on the servicer
watchlist since 2009 as both occupancy and DSCR have steadily
declined over the past few years.  DSCR as of year-to-date (YTD)
2Q'14 was 0.38x, which is down from 0.55x as of year-end (YE)
2013.  Occupancy as of 2Q'14 was 65.4%.

The third largest contributor to expected losses (1.7% of the
pool) is secured by 66,830 sf of a 245,630 sf retail center
located in West Sacramento, CA.  The loan is on the servicer's
watchlist due to DSCR.  Specifically, the DSCR has remained below
1.0x over the past few years and was 0.90x as of YE 2013.  In
addition, per the September 2014 rent roll 36% of the collateral
NRA rolls prior to the end of 2016; the loan matures in June 2016.

RATING SENSITIVITIES

The ratings on the investment grade classes are expected to remain
stable due to sufficient credit enhancement and continued paydown.
One specially serviced loan (previously 0.4% of the pool) has
liquidated since the last review with recoveries better than
expected.  In addition, the concentration of specially serviced
loans has declined to 1.3% of the pool (7.7% last review).
However, there has been minimal change in the overall pool metrics
since Fitch's last rating action.  Distressed classes (those rated
below 'B') may be subject to downgrades as losses are realized.

Fitch affirms these classes as indicated:

   -- $66.2 million class A-1A at 'AAAsf'; Outlook Stable;
   -- $541.9 million class A-4 at 'AAAsf'; Outlook Stable;
   -- $70.2 million class A-4FL at 'AAAsf'; Outlook Stable;
   -- $63 million class A-4FX at 'AAAsf'; Outlook Stable;
   -- $149.1 million class A-M at 'AAsf'; Outlook Stable;
   -- $119.3 million class A-J at 'Bsf'; Outlook Stable;
   -- $31.7 million class B at 'CCCsf'; RE 100%;
   -- $16.8 million class C at 'CCCsf'; RE 10%;
   -- $22.4 million class D at 'Csf'; RE 0%;
   -- $16.8 million class E at 'Csf'; RE 0%;
   -- $6.5 million class F at 'Dsf'; RE 0%;
   -- $0 class G at 'Dsf'; RE 0%;
   -- $0 class H at 'Dsf'; RE 0%;
   -- $0 class J at 'Dsf'; RE 0%;
   -- $0 class K at 'Dsf'; RE 0%;
   -- $0 class L at 'Dsf'; RE 0%;
   -- $0 class M at 'Dsf'; RE 0%;
   -- $0 class N at 'Dsf'; RE 0%;
   -- $0 class O at 'Dsf'; RE 0%.

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


MORGAN STANLEY 2014-C14: DBRS Confirms BB(sf) Rating on Cl. F Debt
------------------------------------------------------------------
DBRS Inc. has confirmed all classes of Morgan Stanley Bank of
America Merrill Lynch Trust 2014-C14 as follows:

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class A-SB at AAA (sf)
-- Class A-3 at AAA (sf)
-- Class A-4 at AAA (sf)
-- Class A-5 at AAA (sf)
-- Class X-A at AAA (sf)
-- Class X-B at AAA (sf)
-- Class X-C at AAA (sf)
-- Class A-S at AAA (sf)
-- Class B at AA (sf)
-- Class PST at A (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (high) (sf)
-- Class F at BB (sf)
-- Class G at B (high) (sf)

All trends are Stable.

The rating confirmations reflect the stable performance of the
transaction since issuance in February 2014.  The collateral
consists of 58 fixed-rate loans secured by 75 commercial and
multifamily properties.  As of the November 2014 remittance
report, the pool has a balance of $1,248.81 million, representing
a collateral reduction of 0.4% since issuance.

As of the November 2014 remittance report, there is one loan on
the servicer's watchlist, representing 8.14% of the current pool
balance.  The John Street loan (Pros#3, 8.14% of the current pool)
is secured by the fee interest in a 412-unit, high-rise apartment
complex located in the Financial District of Lower Manhattan, New
York.  The subject offers a diversified unit mix, featuring 157
studios, 224 one-bedroom units and 30 two-bedroom units.  In
addition to the residential units and amenities, the subject also
contains 15,340 square feet of commercial space divided into one
office unit and four retail units.  This loan was added to the
servicer's watchlist for low a debt service coverage ratio (DSCR)
after the Q2 2014 DSCR decreased to 1.20 times (x) with a
corresponding occupancy rate of 92% compared with a Q1 2014 DSCR
of 1.33x at an occupancy rate of 98%.  The reported decline in
DSCR is likely a result of annualized reporting based on a few
months of financial statements, given the deal closed in February
2014.  Per the September 2014 rent roll, the residential units
were 93% occupied with an average annual rental rate of $3,247 per
unit, and the commercial space was 100% occupied with an average
annual rental rate of $41.43 per square foot.  The subject is
located within the West Village/Downtown submarket of New York.
As of the Q3 2014 Reis report, the submarket had an overall
apartment vacancy rate of 2.0% and an overall per unit submarket
average rent of $4,218.

At issuance, DBRS shadow-rated two loans, representing 6.9% of the
current pool balance, as investment grade.  DBRS has confirmed
that the performance of this loan remains consistent with
investment-grade loan characteristics.


MULTI SECURITY ASSET 2005-RR4: S&P Affirms CCC- Rating on 6 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B notes and affirmed its ratings on the class A-3, C, D, E, F, G,
H, J, K, L, and M notes from Multi Security Asset Trust L.P.
Series 2005-RR4, a U.S. resecuritized real estate mortgage
investment conduit (re-REMIC) transaction that closed in March
2005.  At the same time, S&P removed the rating on the class A-3
notes from CreditWatch, where it placed it with positive
implications on Sept. 17, 2014.

The upgrade of the class B notes primarily reflects the increased
credit support following paydowns to the class A notes.  Since
S&P's Oct. 2013 rating actions, the class A-3 notes have paid down
$59.15 million and currently have an outstanding balance of $31.43
million.

The transaction currently comprises 12 commercial mortgage-backed
securities tranches from five distinct deals, which total $234.90
million.  Standard & Poor's has credit estimates for all of these
underlying assets.

S&P's affirmations on the class C, D, E, F, G, H, J, K, L, and M
notes reflect adequate credit support available to the notes at
their current rating levels.  S&P's rating on the class A-3 notes
was capped by the application of the top obligor test, a
supplemental test introduced as part of our 2009 criteria update,
which captures a portfolio's issuer concentration risk.

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.

RATING RAISED

Multi Security Asset Trust L.P. Series 2005-RR4

                   Rating
Class         To           From

B             BBB+ (sf)    BBB- (sf)

RATING AFFIRMED AND REMOVED FROM CREDITWATCH

Multi Security Asset Trust L.P. Series 2005-RR4

                   Rating
Class         To           From
A-3           A+ (sf)      A+ (sf)/Watch Pos

RATINGS AFFIRMED

Multi Security Asset Trust L.P. Series 2005-RR4

Class       Rating
C           BB+ (sf)
D           B- (sf)
E           CCC+ (sf)
F           CCC (sf)
G           CCC- (sf)
H           CCC- (sf)
J           CCC- (sf)
K           CCC- (sf)
L           CCC- (sf)
M           CCC- (sf)


NEWMARK CAPITAL 2014-2: S&P Affirms BB- Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on NewMark
Capital Funding 2014-2 CLO Ltd./NewMark Capital Funding 2014-2 CLO
LLC's $363.00 million fixed- and floating-rate notes following the
transaction's effective date as of Sept. 19, 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.

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

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

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

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P added.

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

RATINGS LIST

NewMark Capital Funding 2014-2 CLO Ltd./
NewMark Capital Funding 2014-2 CLO LLC

                                         Rating           Rating
Class             Identifier             To               From
A-1               65157QAA4              AAA (sf)         AAA (sf)
A-2A              65157QAC0              AAA (sf)         AAA (sf)
A-2B              65157QAE6              AAA (sf)         AAA (sf)
A-F               65157QAG1              AAA (sf)         AAA (sf)
A-X               65157QAJ5              AAA (sf)         AAA (sf)
B-1               65157QAL0              AA (sf)          AA (sf)
B-F               65157QAN6              AA (sf)          AA (sf)
C                 65157QAQ9              A (sf)           A (sf)
D                 65157QAS5              BBB (sf)         BBB (sf)
E                 65157RAA2              BB- (sf)         BB- (sf)


OCP CLO 2014-7: S&P Assigns BB Rating on Class D Notes
------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to OCP CLO
2014-7 Ltd./OCP CLO 2014-7 Corp.'s $471.75 million floating- and
fixed-rate notes.  On Oct. 10, 2014, S&P assigned its preliminary
ratings on the class A-1, A-2, B, C, D, and E floating-rate notes.
Since then, the class A-1, A-2, and B notes have been split into
the A-1A, A-1B, A-2A, A-2B, B-1, and B-2 floating- and fixed-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 (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- The transaction's ability to make timely interest and
      ultimate principal payments on the 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 0.22%-
      12.75%.  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% of available excess interest proceeds into principal
      proceeds, which are available before paying subordinated
      management fees; uncapped administrative expenses and fees;
      collateral manager incentive fees; and subordinated notes
      payments to principal proceeds to purchase additional
      collateral obligations during the reinvestment period.

RATINGS ASSIGNED

OCP CLO 2014-7 Ltd./OCP CLO 2014-7 Corp.

Class                     Rating                   Amount
                                                 (mil. $)
A-1A                      AAA (sf)                 285.00
A-1B                      AAA (sf)                  25.00
A-2A                      AA (sf)                   67.50
A-2B                      AA (sf)                    3.00
B-1 (deferrable)          A (sf)                    22.00
B-2 (deferrable)          A (sf)                    10.00
C (deferrable)            BBB (sf)                  27.00
D (deferrable)            BB (sf)                   21.75
E (deferrable)            B (sf)                    10.50
Subordinated notes        NR                        10.00

NR--Not rated.


OCTAGON INVESTMENT XXII: Moody's Assigns B3 Rating on Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to twelve classes
of notes issued by Octagon Investment Partners XXII, Ltd.

  $4,000,000 Class X Senior Secured Floating Rate Notes due
  November 2025 (the "Class X Notes"), Definitive Rating Assigned
  Aaa (sf)

  $424,500,000 Class A Senior Secured Floating Rate Notes due
  November 2025 (the "Class A Notes"), Definitive Rating Assigned
  Aaa (sf)

  $74,250,000 Class B-1 Senior Secured Floating Rate Notes due
  November 2025 (the "Class B-1 Notes"), Definitive Rating
  Assigned Aa1 (sf)

  $18,000,000 Class B-2 Senior Secured Floating Rate Notes due
  November 2025 (the "Class B-2 Notes"), Definitive Rating
  Assigned Aa1 (sf)

  $40,250,000 Class C-1 Secured Deferrable Mezzanine Floating
  Rate Notes due November 2025 (the "Class C-1 Notes"),
  Definitive Rating Assigned A2 (sf)

  $4,000,000 Class C-2 Secured Deferrable Mezzanine Floating Rate
  Notes due November 2025 (the "Class C-2 Notes"), Definitive
  Rating Assigned A2 (sf)

  $13,000,000 Class C-3 Secured Deferrable Mezzanine Fixed Rate
  Notes due November 2025 (the "Class C-3 Notes"), Definitive
  Rating Assigned A2 (sf)

  $32,250,000 Class D-1 Secured Deferrable Mezzanine Floating
  Rate Notes due November 2025 (the "Class D-1 Notes"),
  Definitive Rating Assigned Baa3 (sf)

  $4,000,000 Class D-2 Secured Deferrable Mezzanine Floating Rate
  Notes due November 2025 (the "Class D-2 Notes"), Definitive
  Rating Assigned Baa3 (sf)

  $30,000,000 Class E-1 Secured Deferrable Junior Floating Rate
  Notes due November 2025 (the "Class E-1 Notes"), Definitive
  Rating Assigned Ba3 (sf)

  $3,750,000 Class E-2 Secured Deferrable Junior Floating Rate
  Notes due November 2025 (the "Class E-2 Notes"), Definitive
  Rating Assigned Ba3 (sf)

  $14,000,000 Class F Secured Deferrable Junior Floating Rate
  Notes due November 2025 (the "Class F Notes"), Definitive
  Rating Assigned B3 (sf)

The Class X Notes, Class A Notes, Class B-1 Notes, Class B-2
Notes, Class C-1 Notes, Class C-2 Notes, Class C-3 Notes, Class D-
1 Notes, Class D-2 Notes, Class E-1 Notes, Class E-2 Notes and
Class F Notes are referred to herein, collectively, as the "Rated
Notes."

Ratings Rationale

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

Octagon XXII 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 unsecured loans. The portfolio is approximately 87% 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 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: $700,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2650

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.00%

Weighted Average Life (WAL): 8 years

Methodology Underlying the Rating Action

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2650 to 3048)

Rating Impact in Rating Notches

Class X Notes: 0

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 C-3 Notes: -2

Class D-1 Notes: -1

Class D-2 Notes: -1

Class E-1 Notes: 0

Class E-2 Notes: 0

Class F Notes: -1

Percentage Change in WARF -- increase of 30% (from 2650 to 3445)

Rating Impact in Rating Notches

Class X Notes: 0

Class A Notes: 0

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C-1 Notes: -3

Class C-2 Notes: -3

Class C-3 Notes: -3

Class D-1 Notes: -2

Class D-2 Notes: -2

Class E-1 Notes: -1

Class E-2 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.


OZLM IX: Moody's Assigns (P)Ba3 Rating on $26.5MM Class D Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by OZLM IX,
Ltd.:

  $317,000,000 Class A-1 Senior Secured Floating Rate Notes due
  2027 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

  $63,000,000 Class A-2 Senior Secured Floating Rate Notes due
  2027 (the "Class A-2 Notes"), Assigned (P)Aa2 (sf)

  $23,500,000 Class B Senior Secured Deferrable Floating Rate
  Notes due 2027 (the "Class B Notes"), Assigned (P)A2 (sf)

  $31,500,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2027 (the "Class C Notes"), Assigned (P)Baa3 (sf)

  $26,500,000 Class D Secured Deferrable Floating Rate Notes due
  2027 (the "Class D Notes"), Assigned (P)Ba3 (sf)

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

OZLM IX 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 be
invested in senior secured loans and eligible investments and up
to 10% of the portfolio may consist of second lien loans and
unsecured loans. The underlying collateral pool is expected to be
approximately 75% ramped as of the closing date.

Och-Ziff Loan Management LP ("Och-Ziff" or 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 or credit improved
obligations, and are subject to certain restrictions.

In addition to the Rated Notes, the Issuer will issue one class of
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 $500,000,000

Diversity of 55

WARF of 2600

Weighted Average Spread of 3.90%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 44%

Weighted Average Life of 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 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 2600 to 2990)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: -2

Class B Notes: -2

Class C Notes: -1

Class D Notes: 0

Percentage Change in WARF -- increase of 30% (from 2600 to 3380)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -3

Class B Notes: -4

Class C Notes: -2

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


SDART 2014-5: Fitch Assigns BB Rating on Class E Notes
------------------------------------------------------
Fitch Ratings has assigned these ratings to the Santander Drive
Auto Receivables Trust 2014-5 notes:

   -- $176,300,000 class A-1 notes 'F1+sf';
   -- $143,000,000 class A-2A notes 'AAAsf'; Outlook Stable;
   -- $190,000,000 class A-2B notes 'AAAsf'; Outlook Stable;
   -- $123,050,000 class A-3 notes 'AAAsf'; Outlook Stable;
   -- $123,530,000 class B notes 'AAsf'; Outlook Stable;
   -- $152,940,000 class C notes 'Asf'; Outlook Stable;
   -- $91,180,000 class D notes 'BBBsf'; Outlook Stable;
   -- $58,820,000 class E notes 'BBsf'; Outlook Stable.

KEY RATING DRIVERS

Weaker Credit Quality: 2014-5 is backed by marginally weaker
collateral versus prior 2013-2014, with a slightly weaker internal
weighted average (WA) loss forecast score (LFS) of 556 and FICO of
598.  The WA seasoning is two months, new vehicles total 36%, and
the pool is geographically diverse.

Increase in Extended Term Contracts: Loans with terms of 60+
months rose to 93.9%, the highest to date, driven by a notable
increase in 73 -75-term loans totaling 15%, the highest seen to
date.  Fitch applied a stress to the loss proxy to account for the
risk posed by these loans since they are not seasoned and perform
weaker than loans with 72-month term or less.

Sufficient Credit Enhancement and Structure: The cash flow
distribution is a sequential pay structure.  Initial hard credit
enhancement (CE) totals 48.25% for the class A notes, unchanged
from 2014-4 (not rated), but is higher versus the previous Fitch-
rated transaction (2014-2) for the class A - C notes.

Stable Portfolio/Securitization Performance: Although within range
of 2010-2012 performance, recent 2013 losses are higher to date
tracking slightly above the 2012 vintage, driven by marginally
weaker collateral underwriting and lower recoveries from softer
used vehicle values.

Stable Corporate Health: SCUSA recorded solid financial results
recently and has been profitable since 2007.  Fitch rates
Santander, majority owner of SCUSA, 'A-/F2', Outlook Stable.

Consistent Origination/Underwriting/Servicing: SCUSA demonstrates
adequate abilities as originator, underwriter, and servicer,
evidenced by historical portfolio delinquency, loss experience,
and securitization performance.  Fitch deems SCUSA capable to
service 2014-5.

Legal Structure Integrity: The legal structure of the transaction
should provide that a bankruptcy of SCUSA would not impair the
timeliness of payments on the securities.

RATING SENSITIVITIES

Unanticipated increases in the frequency of defaults and loss
severity on defaulted receivables could produce loss levels higher
than the base case and could result in potential rating actions on
the notes.  Fitch evaluated the sensitivity of the ratings
assigned to SDART 2014-5 to increased credit losses over the life
of the transaction.  Fitch's analysis found that the transaction
displays some sensitivity to increased defaults and credit losses,
showing a potential downgrade of one or two categories under
Fitch's moderate (1.5x base case loss) scenario, especially for
the subordinate bonds.  The notes could experience downgrades of
up to three or more rating categories, under Fitch's severe (2.5x
base case loss) scenario.


SLM PRIVATE 2003-A: Fitch Affirms 'CCCsf' Rating on Class C Notes
-----------------------------------------------------------------
Fitch Ratings affirms all the outstanding student loan notes
issued by SLM Private Credit Student Loan Trust 2003-A at their
current ratings.

Key Rating Drivers

Adequate Collateral Quality: The trust is collateralized by
approximately $292 million of private student loans originated by
Navient Corp. under the Signature Education Loan Program, LAWLOANS
program, MBALoans program, and MEDLOANS program.  The projected
remaining defaults are expected to range between 8%-12%.  A
recovery rate of 10% was applied, which was determined to be
appropriate based on data previously provided by the issuer.

Sufficient Credit Enhancement: Transaction credit enhancement is
sufficient to provide loss coverage for the Class A, B, and C
notes at each respective rating category.  CE is provided by a
combination of overcollateralization (the excess of the trust's
asset balance over the bond balance), excess spread, and
subordination.  The parity ratio (total assets to total
liabilities) for SLM 2003-A is 98.50% as of the Sept. 15, 2014
distribution.

Adequate Liquidity Support: Liquidity support is provided by a
reserve account sized at approximately $2.5 million.

Servicing Capabilities: Day-to-day servicing is provided by
Navient Solutions Inc., which has demonstrated satisfactory
servicing capabilities.

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 has affirmed these ratings:

SLM Private Credit Student Loan Trust 2003-A

   -- Class A-2 at 'Asf'; Outlook Negative;
   -- Class A-3 at 'Asf'; Outlook Negative;
   -- Class A-4 at 'Asf'; Outlook Negative;
   -- Class B at 'BBBsf'; Outlook Negative;
   -- Class C at 'CCCsf'; RE40%.


US CAPITAL VI: Moody's Hikes Rating on $60MM Cl. A Notes to B3
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by U.S. Capital Funding VI, Ltd.:

  $375,000,000 Class A-1 Floating Rate Senior Notes Due 2043
  (current balance of $ 191,048,440.03), Upgraded to Baa3 (sf);
  previously on April 23, 2014 Upgraded to Ba3 (sf)

  $60,000,000 Class A-2 Floating Rate Senior Notes Due 2043,
  Upgraded to B3 (sf); previously on April 23, 2014 Upgraded to
  Caa3 (sf)

U.S. Capital Funding VI, Ltd., issued in June 2007, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities (TruPS).

Ratings Rationale

The rating actions are primarily a result of the resumption of
interest payments by four banks that had previously been deferring
interest, deleveraging of the Class A-1 notes and an increase in
the transaction's over-collateralization ratios since March 2014.

The deal has benefited from an improvement in the credit quality
of the underlying portfolio. Since March 2014, four banks that had
previously been deferring interest, with a total par of $35.2
million, have resumed making interest payments on their TruPS, and
have further repaid all of their deferred interest totaling $8.0
million. Additionally, the deal has received $828,979 of principal
proceeds from the recoveries of three defaulted assets with a
total par of $17.5 million.

In addition, the Class A-1 notes have paid down by approximately
6% or $12 million since March 2014, using principal proceeds and
the diversion of excess interest proceeds. Based on Moody's
calculations, the par coverage has improved to 135.1% for the
Class A-1 notes and to 102.8% for the Class A-2 notes. Based on
the trustee's October 2014 report, the senior principal coverage
test was 98.9% (limit 122.9%), versus 81.4% on March 2014. The
Class A-1 notes will continue to benefit from the diversion of
excess interest and proceeds from redemptions of any assets in the
collateral pool.

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 $258.2 million, defaulted/deferring par of $174.9
million, a weighted average default probability of 7.18% (implying
a WARF of 637), 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 uncertainties.

Loss and Cash Flow Analysis:

Moody's applied a Monte Carlo simulation framework in Moody's
CDOROM(TM) v.2.14.1 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. 2.14.1 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 440)

Class A-1: 0

Class A-2: +2

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 889)

Class A-1: -1

Class A-2: -1

Class B-1: 0

Class B-2: 0


VOYA CLO 2014-4: Moody's Assigns B2 Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following ratings to notes issued by Voya CLO 2014-4, Ltd.

  $386,750,000 Class A-1 Floating Rate Notes due 2026 (the "Class
  A-1 Notes"), Definitive Rating Assigned Aaa (sf)

  $37,600,000 Class A-2A Floating Rate Notes due 2026 (the "Class
  A-2A Notes"), Definitive Rating Assigned Aa2 (sf)

  $29,750,000 Class A-2B Fixed Rate Notes due 2026 (the "Class A-
  2B Notes"), Definitive Rating Assigned Aa2 (sf)

  $26,550,000 Class B Deferrable Floating Rate Notes due 2026
  (the "Class B Notes"), Definitive Rating Assigned A2 (sf)

  $35,800,000 Class C Deferrable Floating Rate Notes due 2026
  (the "Class C Notes"), Definitive Rating Assigned Baa3 (sf)

  $31,900,000 Class D Deferrable Floating Rate Notes due 2026
  (the "Class D Notes"), Definitive Rating Assigned Ba3 (sf)

  $5,950,000 Class E Deferrable Floating Rate Notes due 2026 (the
  "Class E Notes"), Definitive Rating Assigned B2 (sf)

Ratings Rationale

Moody's ratings of the Class A-1 Notes, the Class A-2A Notes, the
Class A-2B Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E 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.

Voya 2014-4 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 be
invested in 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 underlying
portfolio to be at least 66% ramped as of the closing date.

Voya Alternative Asset Management LLC ("Voya" or 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, and
are subject to certain restrictions.

In addition to the Rated Notes, the Issuer has issued one class of
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 $595,000,000

Diversity of 60

WARF of 2730

Weighted Average Spread of 3.60%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 47%

Weighted Average Life of 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 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 2730 to 3140)

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: 0

Class E Notes: 0

Percentage Change in WARF -- increase of 30% (from 2730 to 3549)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2A Notes: -3

Class A-2B Notes: -3

Class B Notes: -4

Class C Notes: -2

Class D Notes: -1

Class E Notes: -3

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

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


* Moody's Takes Rating Actions on $251MM RMBS Issued 2004-2007
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches and upgraded the ratings of 11 tranches backed by Prime
Jumbo RMBS loans, issued by miscellaneous issuers.

Complete rating actions are as follows:

Issuer: Banc of America Mortgage 2007-2 Trust

Cl. A-5, Downgraded to Caa3 (sf); previously on Apr 11, 2013
Downgraded to Caa2 (sf)

Cl. A-7, Downgraded to Caa3 (sf); previously on Apr 11, 2013
Affirmed Caa2 (sf)

Issuer: Chase Mortgage Finance Trust Series 2006-S2

Cl. 2-A1, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 2-A2, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. 2-A3, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. 2-A4, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 2-A6, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. 2-A7, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 2-AX, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-4

Cl. A-5, Upgraded to Ba3 (sf); previously on Jun 7, 2012
Downgraded to B2 (sf)

Cl. A-13, Upgraded to Baa1 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Cl. A-14, Upgraded to Baa1 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Cl. A-15, Upgraded to Baa1 (sf); previously on Apr 19, 2011
Downgraded to Baa3 (sf)

Cl. A-26, Upgraded to Ba2 (sf); previously on Jun 1, 2013
Downgraded to B1 (sf)

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

Issuer: CHL Mortgage Pass-Through Trust 2005-J2

Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to Caa1 (sf)

Cl. 2-A-2, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to Caa1 (sf)

Cl. 2-A-3, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to Caa1 (sf)

Cl. 2-X, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to Caa1 (sf)

Cl. 3-X, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to B2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities Trust 2005-9 Trust

Cl. I-A-11, Downgraded to Baa3 (sf); previously on May 19, 2010
Downgraded to Baa1 (sf)

Cl. I-A-15, Upgraded to Ba2 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Cl. II-A-2, Upgraded to Ba2 (sf); previously on Apr 25, 2013
Upgraded to B2 (sf)

Cl. II-A-3, Upgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to Caa1 (sf)

Cl. II-A-6, Upgraded to Ba1 (sf); previously on Jul 15, 2011
Downgraded to Ba2 (sf)

Cl. II-A-9, Upgraded to B2 (sf); previously on Jul 15, 2011
Downgraded to Caa1 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrade rating actions are a result of
deteriorating performance and higher than expected losses on bonds
where the credit support has been depleted. 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 2004-4 and Wells Fargo Mortgage Backed Securities Trust
2005-9 Trust also reflect updates and corrections to the cash-flow
models used by Moody's in rating these transactions. For both
deals, the changes pertain to the calculation of the senior
percentage post subordination depletion, the allocation of
principal to the bonds, and the loss allocation to the subordinate
bonds. For Wells Fargo Mortgage Backed Securities Trust 2005-9
Trust, the changes also pertain to the interest payments 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 5.8% in October 2014 from 7.2%
in October 2013. Moody's forecasts an unemployment central range
of 6% to 7% for the 2014 year. Deviations from this central
scenario could lead to rating actions in the sector. House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2014. Lower increases than
Moody's expects or decreases could lead to negative rating
actions. Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


* S&P Lowers 96 Ratings on 67 U.S. RMBS Deals to 'D(sf)'
--------------------------------------------------------
Standard & Poor's Ratings Services, on Nov. 24, 2014, lowered its
ratings on 96 classes of mortgage pass-through certificates from
67 U.S. residential mortgage-backed securities (RMBS) transactions
issued between 1999 and 2009 to 'D (sf)'.

The downgrades reflect S&P's assessment of the impact of principal
write-downs on the affected classes during recent remittance
periods.  Before the rating actions, S&P rated most of these
classes either 'CCC (sf)' or 'CC (sf)'.

The 96 defaulted classes consist of these:

   -- 48 from prime jumbo transactions (50.00%).
   -- 24 from Alternative-A transactions (25.00%).
   -- 13 from subprime transactions (13.54%).
   -- Five from RMBS negative amortization transactions.
   -- Two from resecuritized real estate mortgage investment
      conduit transactions.
   -- Two from outside-the-guidelines transactions.
   -- One from a re-performing transaction.
   -- One from a federal housing administration/veterans affairs
      transaction.

All of the transactions in this review receive credit enhancement
from a combination of subordination, excess spread, and
overcollateralization (where applicable).

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.


* S&P Lowers 36 Ratings From 16 U.S. RMBS Issued 2002 to 2006
-------------------------------------------------------------
Standard & Poor's Ratings Services, on Nov. 25, 2014, lowered 36
ratings (including 10 to 'D (sf)') from 16 U.S. residential
mortgage-backed securities (RMBS) transactions issued between 2002
and 2006 and removed 23 of them from CreditWatch with negative
implications.  In addition, S&P raised one rating and affirmed 26
ratings from 10 transactions and removed one of them from
CreditWatch negative.

The rating actions resolve a portion of the CreditWatch placements
S&P made on Sept. 30, 2014, because of potential interest
shortfalls that the trustee reported for those transactions.

All of the transactions in this review were issued between 2002
and 2006 and are supported by a mix of fixed- and adjustable-rate
Alternative-A (Alt-A), prime jumbo, reperforming, and subprime
mortgage loans secured primarily by one- to four-family
residential properties.

In resolving the CreditWatch placements, S&P applied its criteria
"Methodology For Assessing the Impact of Interest Shortfalls on
U.S. RMBS," published March 28, 2012, which impose a maximum
rating threshold on classes that have incurred interest
shortfalls.  In applying the criteria, S&P looked to reimbursement
provisions within each payment waterfall for the applicable class
to determine whether the reimbursement is required to be made
immediately.  In instances where immediate reimbursement is
required, S&P used the amount of the shortfall and the length of
time it remained unreimbursed as part of S&P's analysis to assign
the maximum rating on the class.

In instances where reimbursement may be delayed by other factors
within the payment waterfall, S&P factored into its analysis the
number of times a shortfall occurred rather than the length of
time a shortfall was outstanding.  Additionally, S&P used its cash
flow projections when determining the likelihood that the
shortfall would be reimbursed.  The final rating assigned to the
class was the lower of the rating in which S&P's projections
indicated the shortfall's reimbursement or the maximum potential
rating listed in table 3 of the interest shortfall criteria.

DOWNGRADES

All of the downgrades were based on S&P's assessment of interest
shortfalls on the affected classes during recent remittance
periods, except for classes A-1 and A-2 from Morgan Stanley ABS
Capital I Inc. Trust, Series 2003-SD1 and class 3-A1 from
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-20.
For certain classes that sustained interest shortfalls, S&P's
reimbursement projections derived by applying its interest
shortfall criteria led to maximum ratings that were significantly
lower than their current ratings.  These classes' transactions
exhibited one or more of these characteristics, which S&P believes
make it less likely that their shortfalls will be reimbursed
compared to the last time they were reviewed:

   -- Additional shortfalls;
   -- Eroded overcollateralization amounts;
   -- The underlying collateral's decreased weighted average
      coupon (WAC); and
   -- Increased lifetime projected losses.

These transactions and classes had rating movements greater than
three notches resulting from our reimbursement expectations for
incurred interest shortfalls:

   -- Salomon Home Equity Loan Trust, Series 2002-WMC1 (class M-1)
   -- ACE Securities Corp. Home Equity Loan Trust, Series 2003-TC1
      (class M-2) Bear Stearns Asset Backed Securities Trust 2004-
      HE3 (class M-2) Fieldstone Mortgage Investment Trust, Series
      2004-3 (class M-4) MASTR Adjustable Rate Mortgages Trust
      2004-7 (class 6-M-1) Bear Stearns Asset Backed Securities I
      Trust 2004-HE8 (class M-1) Ace Securities Corp. Home Equity
      Loan Trust, Series 2005-HE1 (class M-4) Ace Securities Corp.
      Home Equity Loan Trust, Series 2005-RM1 (class M-2)
      Securitized Asset Backed Receivables LLC Trust 2005-EC1
      (class M-1) Asset Backed Securities Corporation Home Equity
      Loan Trust, Series WMC  2005-HE5 (classes M-2, M-3)
   -- Bear Stearns Asset Backed Securities I Trust 2006-PC1 (class
      M-1)

The ratings S&P lowered to 'D (sf)' reflect its belief that the
shortfalls outstanding on these classes will not be reimbursed.

S&P lowered its ratings to 'AA- (sf)' on classes A-1 and A-2 from
Morgan Stanley ABS Capital I Inc. Trust 2003-SD1 based on the
application of S&P's operational risk criteria which capped the
ratings at this level.

These criteria present S&P's methodology and assumptions for
assessing operational risk associated with transaction parties
that provide an essential service to a structured finance issuer.
Where S&P believes operational risk could lead to credit
instability and a ratings impact, these criteria call for rating
caps that limit the securitization's maximum potential rating.

S&P lowered its rating on class 3-A1 from Structured Adjustable
Rate Mortgage Loan Trust, Series 2004-20 due to deterioration in
collateral performance.  S&P believes that its projected credit
enhancement is insufficient to cover its projected losses at that
rating level.

Of the lowered ratings, nine moved from investment-grade ('BBB-
(sf)' or higher) to non-investment grade ('BB+ (sf)' or lower),
and two other lowered ratings remain at investment-grade.  The
remaining 25 lowered ratings were already non-investment grade
before the rating actions.

UPGRADE

S&P raised its rating on class B-1 from MASTR Adjustable Rate
Mortgages Trust 2004-7 to 'CCC (sf)' from 'CC (sf)' because it
believes this class is no longer virtually certain to default.

AFFIRMATIONS

For certain transactions, S&P considered specific performance
characteristics that, in S&P's view, could add volatility to its
loss assumptions, which in turn could add volatility to the rating
suggested by S&P's cash flow projections.  In these circumstances,
S&P affirmed, rather than raised, its ratings on those classes to
promote ratings stability.  In general, the bonds that were
affected reflect these:

   -- Historical interest shortfalls;
   -- Low priority of principal payments;
   -- Significant growth in the delinquency pipeline;
   -- A high proportion of re-performing loans in the pool;
   -- Significant increase in observed loss severities; and
   -- Low subordination or overcollateralization, or both.

The affirmations of three ratings in the 'AA' or 'A' categories
affect classes from two transactions that are currently first,
second, or third in their payment priorities.  In addition, S&P
affirmed ratings in the 'BBB' through 'B' categories on 16 classes
from five transactions.  S&P's projected credit support on these
classes remained relatively consistent with S&P's prior
projections.

S&P affirmed eight additional 'CCC (sf)' or 'CC (sf)' ratings.
For five of these classes, S&P's rating reflects its interest
shortfall criteria.  S&P believes that its projected credit
support for the remaining three classes will remain insufficient
to cover its 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.

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

The reviewed transactions generally receive credit support from
subordination, overcollateralization (when available), and excess
interest.

ECONOMIC OUTLOOK

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

   -- A 6.2% 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 2.2% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.2% for 2014 and
      increase to 4.5% in 2015; and

   -- The inflation rate will be 1.7% in 2014, rising to 1.9% in
      2015.

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

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

   -- Total unemployment rises to 6.2% in 2014 and then to 6.4% in
      2015;

   -- Downward pressure causes a 2.0% GDP growth in 2014, falling
      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 remains at 4.2% in 2014, and
      rises slightly to 4.3% in 2015, but limited access to credit
      and pressure on home prices largely prevents consumers from
      capitalizing on these rates.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
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then-ending.

                           *********

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