TCR_Public/150111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, January 4, 2015, Vol. 19, No. 4

                             Headlines


A&K FUNDING: Moody's Withdraws 'Ca' Rating on 3 ABS Notes
ALLEGRO CLO II: S&P Assigns 'B' Rating on Class E Notes
APIDOS CDO IV: S&P Raises Rating on Class E Notes to 'BB+'
ARES XII: Moody's Affirms 'Ba2' Rating on $35MM Class E Notes
ARES XXXII: Moody's Rates $11.5 Million Class E Notes 'B2'

BANC OF AMERICA 2004-4: Fitch Affirms CC Rating on Class H Certs
CAVALRY CLO V: Moody's Assigns Ba2 Rating on $20MM Cl. E Notes
CIFC FUNDING 2014-V: Moody's Rates Class F Notes '(P)B3'
CITIGROUP COMMERCIAL 2005-EMG: Fitch Affirms D Rating on M Certs
CREDIT SUISSE 2006-C4: Moody's Affirms C Rating on 3 Certificates

CREST 2003-1: Fitch Affirms 'Csf' Rating on Class D-1 Notes
DEUTSCHE MORTGAGE 1998-C1: Moody's Affirms Caa3 Rating on X Secs.
DLJ COMMERCIAL 1998-CF1: Moody's Cuts Cl. S Certs Rating to Caa2
DLJ COMMERCIAL 1998-CF2: Moody's Affirms Caa3 Rating on D Certs
DLJ COMMERCIAL 1999-CG2: Fitch Affirms D Rating on Cl. B-6 Secs.

ELM CLO 2014-1: S&P Assigns Prelim. BB- Rating on Class E Notes
GCA2014 HOLDINGS: S&P Assigns 'BB' Rating on Class C Notes
GMAC COMMERCIAL 1998-C2: Moody's Affirms Caa2 Rating on X Secs.
JP MORGAN 2005-CIBC12: Moody's Cuts Rating on Cl. D Notes to C
JP MORGAN 2005-LDP1: Moody's Affirms C Rating on 2 Cert. Classes

LANDGROVE SYNTHETIC 2007-2: S&P Withdraws BB+ Rating on A Notes
MAGNETITE XI: Moody's Assigns Ba3 Rating on $30.25MM Cl. D Notes
MERRILL LYNCH 1997-C2: Moody's Affirms Caa3 Rating on IO Certs
MERRILL LYNCH 1998-C2: Moody's Affirms Caa3 Rating on IO Certs
MERRILL LYNCH 2006-1: Moody's Lowers Rating on X-1B Certs to C

MORGAN STANLEY 2003-TOP11: Moody's Affirms C Rating on J Certs
MORGAN STANLEY 2006-YLF: Moody's Affirms Caa2 Rating on X-2 Debt
MORGAN STANLEY 2007-IQ16: S&P Assigns 'B' Rating on $30MM Certs
MORGAN STANLEY 2007-XLF: Moody's Affirms C Rating on N-HRO Certs
NEWCASTLE CDO VIII: Fitch Cuts Rating on Cl. XII Secs. to 'CCsf'

NEWCASTLE CDO IX: Fitch Affirms 'CCCsf' Rating on Class L Secs.
PEAKS CLO 1: S&P Affirms 'BB' Rating on Class E Notes
PHOENIX CLO II: Moody's Affirms Ba3 Rating on Cl. D-2 Notes
SALEM STREET: S&P Assigns Prelim. BB Rating on Class E Notes
SCHOONER TRUST 2007-8: Moody's Rates Class L Certificates 'Caa1'

STONE TOWER II: Moody's Hikes Rating on Cl. A-2L Notes to Ba2
TABERNA PREFERRED IV: Moody's Hikes Cl. A-1 Notes Rating to Caa1
WAVE 2007-1: Moody's Cuts Ratings on 6 Swap Transactions to Ba1
WELLS FARGO 2011-C2: Fitch Affirms B Rating on Cl. F Certificates

* Moody's Takes Action on $23.7MM Alt-A RMBS Issued 2001-2003
* Moody's Lowers Rating on $323.8MM Alt-A RMBS Issued 2005-2006
* Moody's Takes Action on $145MM of Prime Jumbo RMBS


                             *********

A&K FUNDING: Moody's Withdraws 'Ca' Rating on 3 ABS Notes
---------------------------------------------------------
Moody's Investors Service announced that it has withdrawn the
ratings of three series of notes issued by A&K Funding LLC that
are primarily collateralized on a pari passu basis by a single
pool of fee streams related to a pool of bank-owned life insurance
(BOLI) policies owned by a group of financial institutions as
policyholders.

Issuer: A&K Funding LLC, Series 2004-A

  Commercial Asset-Backed Notes, Withdrawn (sf); previously on
  Dec 23, 2010 Downgraded to Ca (sf)

Issuer: A&K Funding LLC, Series 2005-A

  Commercial Asset-Backed Notes, Withdrawn (sf); previously on
  Dec 23, 2010 Downgraded to Ca (sf)

Issuer: A&K Funding LLC, Series 2006-A

  Commercial Asset-Backed Notes, Withdrawn (sf); previously on
  Dec 23, 2010 Downgraded to Ca (sf)


ALLEGRO CLO II: S&P Assigns 'B' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Allegro CLO II Ltd./Allegro CLO II LLC's $373.20
million floating-rate notes.

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

The preliminary ratings are based on information as of Dec. 18,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (excluding excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the 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 0.2336%-12.7531%.

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

   -- The transaction will benefit from a reinvestment
      overcollateralization test, a failure of which will lead to
      the reclassification of principal proceeds of up to 50% of
      the excess interest proceeds that are available before
      paying uncapped administrative expenses and fees, hedge
      payments, incentive management fees, and subordinate note
      payments.

RATINGS LIST

Allegro CLO II Ltd./Allegro CLO II LLC

Class                Preliminary           Preliminary
                     Rating                Amount (mil. $)
A-1                  AAA (sf)               244.40
A-2                  AA (sf)                 48.50
B (deferrable)       A (sf)                  32.50
C (deferrable)       BBB- (sf)               24.80
D (deferrable)       BB- (sf)                15.80
E (deferrable)       B (sf)                   7.20
Subordinated notes   NR                      39.05

NR--Not rated.


APIDOS CDO IV: 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 Apidos CDO IV, a collateralized loan
obligation (CLO) transaction managed by Apidos Capital Management
LLC, and removed them from CreditWatch, where S&P placed them with
positive implications on Nov. 17, 2014.  Simultaneously, S&P
affirmed its 'AAA (sf)' ratings on the class A-1 and A-2 notes
from the same transaction.

The upgrades on the class B, C, D, and E notes reflect the
increased credit support following the paydowns to the class A-1
and A-2 notes.

Following the most recent payment date (Oct. 27, 2014), the class
A-1 and A-2 notes are at 47.56% of their original balances.  The
paydowns increased the credit support by improving
overcollateralization (O/C).  Per the October 2014 monthly report,
the trustee reported these O/C ratios:

   -- The senior O/C ratio was 139.03%, up from 129.32% in
      December 2013.

   -- The mezzanine O/C ratio was 116.07%, up from 112.75% in
      December 2013.

   -- The class E junior O/C ratio was 109.45%, up from 107.69% in
      December 2013.

According to the October 2014 trustee report, defaulted
obligations decreased to $2.50 million from $3.16 million as of
December 2013 trustee report.  The amount of 'CCC' category-rated
collateral held in the transaction's asset portfolio also dropped.

In addition, S&P noted that the transaction held $6.04 million of
long-dated assets that mature after the transaction's stated
maturity.  S&P's analysis accounted for the potential market value
and/or settlement-related risk arising from the potential
liquidation of the remaining securities on the transaction's legal
final maturity date.

S&P's affirmations on the class A-1 and A-2 notes reflect the
availability of adequate credit support at their current rating
levels.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Apidos CDO IV

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion (i)  rating
A-1    AAA (sf)             AAA (sf)    25.67%       AAA (sf)
A-2    AAA (sf)             AAA (sf)    25.67%       AAA (sf)
B      AA+ (sf)/Watch Pos   AAA (sf)    9.77%        AAA (sf)
C      AA- (sf)/Watch Pos   AA+ (sf)    6.77%        AA+ (sf)
D      BBB+ (sf)/Watch Pos  A+ (sf)     2.88%        A- (sf)
E      BB (sf)/Watch Pos    BBB- (sf)   1.31%        BB+ (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.  S&P also generated
other scenarios by adjusting the intra- and inter-industry
correlations to assess the current portfolio's sensitivity to
different correlation assumptions assuming the correlation
scenarios outlined.

Correlation
Scenario        Within industry (%)  Between industries (%)
Below base case                15.0                     5.0
Base case                      20.0                     7.5
Above base case                25.0                    10.0

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

DEFAULT BIASING SENSITIVITY

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

                    Spread        Recovery
       Cash flow    compression   compression
       implied      implied       implied       Final
Class  rating       rating        rating        rating
A-1    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
B      AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
C      AA+ (sf)     AA+ (sf)      A+ (sf)       AA+ (sf)
D      A+ (sf)      A+ (sf)       BB+ (sf)      A- (sf)
E      BBB- (sf)    BBB- (sf)     CCC (sf)      BB+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH

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

RATINGS AFFIRMED

Apidos CDO IV

Class        Rating
A-1          AAA (sf)
A-2          AAA (sf)


ARES XII: Moody's Affirms 'Ba2' Rating on $35MM Class E Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Ares XII CLO Ltd.:

  $52,500,000 Class B Floating Rate Notes Due November 25, 2020,
  Upgraded to Aaa (sf); previously on October 2, 2012 Upgraded to
  Aa1 (sf)

  $42,000,000 Class C Floating Rate Deferrable Notes Due November
  25, 2020, Upgraded to Aa3 (sf); previously on October 2, 2012
  Upgraded to A1 (sf)

  $35,000,000 Class D Floating Rate Deferrable Notes Due November
  25, 2020, Upgraded to Baa2 (sf); previously on October 2, 2012
  Upgraded to Baa3 (sf)

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

  $479,500,000 Class A Floating Rate Notes Due 2020 (current
  outstanding balance of $310,807,677.23); Affirmed Aaa (sf);
  previously on August 3, 2011 Upgraded to Aaa (sf)

  $35,000,000 Class E Floating Rate Deferrable Notes Due November
  25, 2020 (current outstanding balance of $26,270,832), Affirmed
  Ba2 (sf); previously on October 2, 2012 Upgraded to Ba2 (sf)

Ares XII CLO Ltd., issued in October 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans with some exposure to CLO tranches. The transaction's
reinvestment period ended in November 2012.

Ratings Rationale

These rating actions are primarily a result of moderate
deleveraging of the senior notes and an increase in the
transaction's over-collateralization ratios since January 2014.
The Class A notes have been paid down by approximately 24% or
$115.7 million since that time. Based on the trustee's November
2014 report, the over-collateralization (OC) ratios for the Class
A/B, Class C, Class D and Class E notes are reported at 137.96%,
123.94%, 114.26% and 107.93%, respectively, versus January 2014
levels of 129.76%, 119.30%, 111.79% and 106.74%, respectively.

Nevertheless, the weighted average spread of the portfolio has
deteriorated since January 2014. Based on the trustee's November
2014 report, the weighted average spread is currently 2.81%
compared to 3.01% in January 2014.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

7) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen owing to the manager's decision to reinvest into new
issue loans or loans with longer maturities, or participate in
amend-to-extend offerings. Moody's tested for a possible extension
of the actual weighted average life in its analysis. Life
extension can increase the default risk horizon and assumed
cumulative default probability of CLO collateral.

8) Post-Reinvestment Period Trading: Subject to certain
requirements, the deal can reinvest certain proceeds after the end
of the reinvestment period. Such reinvestment could affect the
transaction either positively or negatively. In particular,
Moody's tested for a possible extension of the actual weighted
average life in its analysis given that the post-reinvestment
period reinvesting criteria has loose restrictions on the weighted
average life of the portfolio.

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% (1976)

Class A: 0

Class B: 0

Class C: +2

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (2964)

Class A: 0

Class B: 0

Class C: -2

Class D: -2

Class E: -1

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $501 million, defaulted par
of $5.4 million, a weighted average default probability of 15.02%
(implying a WARF of 2470), a weighted average recovery rate upon
default of 49.28%, a diversity score of 46 and a weighted average
spread of 2.84% (before accounting 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.


ARES XXXII: Moody's Rates $11.5 Million Class E Notes 'B2'
----------------------------------------------------------
Moody's Investors Service has assigned ratings to six classes of
notes issued by Ares XXXII CLO Ltd.

Moody's rating action is as follows:

  $309,000,000 Class A-1 Senior Floating Rate Notes due 2025 (the
  "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

  $66,000,000 Class A-2 Senior Floating Rate Notes due 2025 (the
  "Class A-2 Notes"), Definitive Rating Assigned Aa2 (sf)

  $32,500,000 Class B Mezzanine Deferrable Floating Rate Notes
  due 2025 (the "Class B Notes"), Definitive Rating Assigned A2
  (sf)

  $29,000,000 Class C Mezzanine Deferrable Floating Rate Notes
  due 2025 (the "Class C Notes"), Definitive Rating Assigned Baa3
  (sf)

  $22,000,000 Class D Mezzanine Deferrable Floating Rate Notes
  due 2025 (the "Class D Notes"), Definitive Rating Assigned Ba3
  (sf)

  $11,500,000 Class E Mezzanine Deferrable Floating Rate Notes
  due 2025 (the "Class E Notes"), Definitive Rating Assigned B2
  (sf)

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

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.

Ares XXXII 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 and eligible investments, and up
to 7.5% of the portfolio may consist of loans that are not senior
secured loans. We expect the portfolio to be approximately 86%
ramped as of the closing date.

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

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

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

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

Par amount: $500,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2725

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 48.5%

Weighted Average Life (WAL): 8 years

Methodology Underlying the Rating Action:

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2725 to 3134)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: -1

Class B Notes: -2

Class C Notes: -1

Class D Notes: 0

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 2725 to 3543)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -2

Class B Notes: -3

Class C Notes: -2

Class D Notes: -1

Class E Notes: -3


BANC OF AMERICA 2004-4: Fitch Affirms CC Rating on Class H Certs
----------------------------------------------------------------
Fitch Ratings has upgraded three classes and affirmed 10 classes
of Banc of America Commercial Mortgage Inc. (BACM 2004-4)
commercial mortgage pass-through certificates series 2004-4.

Key Rating Drivers

The upgrades reflect the increased credit enhancement as a result
of significant principal paydown since Fitch's last rating action
in December 2013. Fitch modeled losses of 12.4% of the remaining
pool; expected losses on the original pool balance total 4.3%,
including $44.6 million (3.4% of the original pool balance) in
realized losses to date. Fitch has designated five loans (29%) as
Fitch Loans of Concern, which includes one specially serviced
asset (7.2%).

As of the November 2014 distribution date, the pool's aggregate
principal balance has been reduced by 92.9% to $92.5 million from
$1.3 billion at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes G through P.

Of the remaining 13 loans, seven are secured by manufactured
housing communities representing 73.9% of the pool. Additionally,
the pool has a high single-borrower concentration, with loans
sponsored by Sun Communities Inc. representing 71.1% of the pool.
Loans in special servicing or with recently reported NOI DSCR
below 1.0x represent 29% of the pool.

The largest contributor to expected losses is a loan (7.2% of the
pool) secured by a 50,414 sf retail property located in Pleasant
Hill, CA. The loan transferred to special servicing in December
2013 due to imminent maturity default and environmental issues at
the property. The servicer is considering offers from the sponsor
related to a discounted payoff of the loan.

The largest loan in the pool (24.2% of the pool) is the Sun
Communities Portfolio 12 which is secured by a portfolio of four
manufactured housing communities located in Michigan and Florida.
As of June 2014, the portfolio was 94% occupied with a NOI DSCR of
1.78x. The largest loan is cross-collateralized with the 3rd
largest loan in the pool, Sun Communities - Catalina (9.8%), which
is a 462 pad manufactured housing community located in Middletown,
OH. As of March 2014, occupancy was 62% with NOI DSCR of 1.05x.
Together the crossed loans represent 33.3% of the pool.

Rating Sensitivities

Outlooks remain Stable as the classes benefit from increasing
credit enhancement and continued delevering of the transaction
through amortization. Despite improved credit enhancement levels,
the limited upgrades to classes D through G reflect the
concentrated nature of the pool coupled with the weakness of
remaining collateral in tertiary markets and loans maturing in an
uncertain refinance environment in 2016. The distressed class may
be subject to further rating actions as losses are realized.

Fitch upgrades the following classes as indicated:

-- $11.3 million class C to 'AAAsf' from 'AAsf'; Outlook Stable;
-- $21.1 million class D to 'Asf' from 'BBBsf'; Outlook Stable;
-- $9.7 million class E to 'BBBsf' from 'BBB-sf'; Outlook Stable.

Fitch affirms the following class and revises the Rating Outlook
as indicated:

-- $11.3 million class G at 'B-sf'; Outlook to Stable from
Negative.

Fitch affirms the following classes as indicated:

-- $4.2 million class B at 'AAAsf'; Outlook Stable;
-- $16.2 million class F at 'Bsf'; Outlook Stable;
-- $16.2 million class H at 'CCCsf'; RE 55%;
-- $2.4 million 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-1A, DM-A, DM-B, DM-C, DM-D, DM-E, DM-F and DM-G
certificates have paid in full. Fitch does not rate the class P
and BC certificates. Fitch previously withdrew the ratings on the
interest-only class X-C and X-P certificates.


CAVALRY CLO V: Moody's Assigns Ba2 Rating on $20MM Cl. E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
notes issued by Cavalry CLO V, Ltd.

  $244,000,000 Class A Senior Secured Floating Rate Notes due
  2024 (the "Class A Notes"), Assigned Aaa (sf)

  $35,750,000 Class B Senior Secured Floating Rate Notes due 2024
  (the "Class B Notes"), Assigned Aa2 (sf)

  $18,000,000 Class C Secured Deferrable Floating Rate Notes due
  2024 (the "Class C Notes"), Assigned A2 (sf)

  $14,000,000 Class D Secured Deferrable Floating Rate Notes due
  2024 (the "Class D Notes"), Assigned Baa2 (sf)

  $20,000,000 Class E Secured Deferrable Floating Rate Notes due
  2024 (the "Class E Notes"), Assigned Ba2 (sf)

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

Ratings Rationale

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

Cavalry CLO V is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 95% of the portfolio must consist of
first lien senior secured loans and eligible investments and up to
5% of the portfolio may consist of second lien loans and senior
unsecured loans. The Issuer's documents require the portfolio to
be at least 97% ramped as of the closing date.

Regiment Capital Management, LLC (the "Manager") will direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's one year
reinvestment period. Thereafter, the Manager may only reinvest
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: $358,500,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2700

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 49.0%

Weighted Average Life (WAL): 6.25 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 Notes: 0

Class B Notes: -1

Class C Notes: -1

Class D Notes: -1

Class E Notes: 0

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

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -2

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

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.


CIFC FUNDING 2014-V: Moody's Rates Class F Notes '(P)B3'
--------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to nine
classes of notes to be issued by CIFC Funding 2014-V, Ltd.

Moody's rating action is as follows:

  $307,000,000 Class A-1 Senior Secured Floating Rate Notes due
  2027 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

  $50,000,000 Class A-2 Senior Secured Floating Rate Notes due
  2027 (the "Class A-2 Notes"), Assigned (P)Aaa (sf)

  $55,000,000 Class B Senior Secured Floating Rate Notes due 2027
  (the "Class B Notes"), Assigned (P)Aa2 (sf)

  $31,500,000 Class C Mezzanine Secured Deferrable Floating Rate
  Notes due 2027 (the "Class C Notes"), Assigned (P)A2 (sf)

  $15,000,000 Class D-1 Mezzanine Secured Deferrable Floating
  Rate Notes due 2027 (the "Class D-1 Notes"), Assigned (P)Baa3
  (sf)

  $18,500,000 Class D-2 Mezzanine Secured Deferrable Floating
  Rate Notes due 2027 (the "Class D-2 Notes"), Assigned (P)Baa3
  (sf)

  $24,000,000 Class E-1 Junior Secured Deferrable Floating Rate
  Notes due 2027 (the "Class E-1 Notes"), Assigned (P)Ba3 (sf)

  $5,000,000 Class E-2 Junior Secured Deferrable Floating Rate
  Notes due 2027 (the "Class E-2 Notes"), Assigned (P)Ba3 (sf)

  $11,000,000 Class F Junior Secured Deferrable Floating Rate
  Notes due 2027 (the "Class F Notes"), Assigned (P)B3 (sf)

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

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

RATINGS RATIONALE

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

CIFC Funding 2014-V 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. Moody's expect the portfolio to be
approximately 60% ramped as of the closing date.

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

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

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

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

Par amount: $550,000,000

Diversity Score: 62

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.90%

Weighted Average Coupon (WAC): 7.50%

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 2800 to 3220)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B Notes: -1

Class C Notes: -2

Class D-1 Notes: -1

Class D-2 Notes: -1

Class E-1 Notes: -1

Class E-2 Notes: -1

Class F Notes: -1

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

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B Notes: -3

Class C 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


CITIGROUP COMMERCIAL 2005-EMG: Fitch Affirms D Rating on M Certs
----------------------------------------------------------------
Fitch Ratings has upgraded one class of Citigroup Commercial
Mortgage Securities Inc. Series 2005-EMG mortgage pass-through
certificates, series 2005-EMG.

KEY RATING DRIVERS:

The upgrade reflects stable collateral performance and paydown of
approximately 99.7%. The paydown provides further certainty to the
final loss estimates for the pool. Fitch expects the remaining
non-distressed class to pay in full within the next 15 months. The
pool has become increasingly concentrated with only two loans
remaining, both of which are secured by retail properties located
in New York.

RATING SENSITIVITIES:

The loans remaining in the pool have at least 10 years of
seasoning and are secured by properties that exhibit a strong,
stable operating history. As such, ratings are likely to remain
stable throughout the remaining life of the deal.

The pool consists of seasoned loans originated by Emigrant Savings
Bank from 1976 to 2004. In most cases, the loans were originated
in higher interest rate environments with prepayment lockouts. Due
to the lockout provisions, the borrowers have been unable to take
advantage of the lower interest rates; therefore, they are less
likely to default as their loans approach maturity and more
attractive financing options become available.

The two loans remaining mature in 2018 and 2020, respectively, and
have significant amortization. The average debt service coverage
ratio for the pool was 1.82x as of year-end (YE) 2013.

As of the January 2014 distribution date, the pool's aggregate
principal balance has paid down by 99.8% to $1.9 million from
$772.1 million at issuance. Interest shortfalls are currently
affecting classes M. There are no loans in special servicing or on
the watchlist.

Fitch has upgraded the following class:

-- $311,001 class L to 'Bsf' from 'CCCsf'; Assigns Outlook Stable.

Fitch has affirmed the following class and revised the RE as
indicated:

-- $1.6 million class M at 'Dsf'; RE 100%.

Classes A-1 through K have paid in full. Fitch previously withdrew
the rating of the interest-only class X.


CREDIT SUISSE 2006-C4: Moody's Affirms C Rating on 3 Certificates
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on 13 classes
in Credit Suisse First Boston Mortgage Securities Corp, Commercial
Pass-Through Certificates, Series 2006-C4 as follows:

Cl. A-1-A, Affirmed Aaa (sf); previously on Jan 30, 2014 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jan 30, 2014 Affirmed
Aaa (sf)

Cl. A-4FL, Affirmed Aaa (sf); previously on Jan 30, 2014 Affirmed
Aaa (sf)

Cl. A-M, Affirmed Baa2 (sf); previously on Jan 30, 2014 Affirmed
Baa2 (sf)

Cl. A-J, Affirmed B3 (sf); previously on Jan 30, 2014 Affirmed B3
(sf)

Cl. B, Affirmed Caa2 (sf); previously on Jan 30, 2014 Affirmed
Caa2 (sf)

Cl. C, Affirmed Caa3 (sf); previously on Jan 30, 2014 Affirmed
Caa3 (sf)

Cl. D, Affirmed Ca (sf); previously on Jan 30, 2014 Affirmed Ca
(sf)

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

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

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

Cl. A-X, Affirmed Ba3 (sf); previously on Jan 30, 2014 Affirmed
Ba3 (sf)

Cl. A-Y, Affirmed Aaa (sf); previously on Jan 30, 2014 Affirmed
Aaa (sf)

Ratings Rationale

The ratings on the P&I classes, A-1-A, A-3, A-4FL and A-M, were
affirmed because the transaction's key metrics, including Moody's
loan-to-value (LTV) ratio, Moody's stressed debt service coverage
ratio (DSCR) and the transaction's Herfindahl Index (Herf), are
within acceptable ranges.

The ratings on the P&I classes, A-J, B, C, D, E, F, and G, were
affirmed because the ratings are consistent with Moody's expected
loss.

The ratings on the IO classes, A-X and A-Y, were affirmed based on
the credit performance (or the weighted average rating factor) of
the referenced classes.

Moody's rating action reflects a base expected loss of 8.3% of the
current balance compared to 8.7% at Moody's last review. Moody's
base expected loss plus realized losses is now 13.3% of the
original pooled balance compared to 13.6% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 11 compared to 13 at Moody's last review.

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

Deal Performance

As of the November 18, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $3.24
billion from $4.27 billion at securitization. The certificates are
collateralized by 281 mortgage loans ranging in size from less
than 1% to 25% of the pool, with the top ten loans constituting
41% of the pool. Forty-four loans, constituting 3% of the pool,
have investment-grade structured credit assessments. Seven loans,
constituting 2% of the pool, have defeased and are secured by US
government securities.

Eighty-seven loans, constituting 51% 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.

Sixty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $296.8 million (for an average loss
severity of 45%). Sixteen loans, constituting 8% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Babcock & Brown FX3 (for $89.9 million 2.8% of the
pool), which is secured by 11 apartment complexes located in
Texas, Nevada, Maryland, Virginia, South Carolina and Florida. The
loan was modified in February 2013. The loan is back in special
servicing because the borrower stopped paying operating expenses
and was diverting funds to another asset. The borrower has been
served a default notice; the special servicer is going to inspect
the affected properties to ensure the any necessary repairs were
completed.

The remaining 15 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $107.2 million loss
for the specially serviced loans (63% expected loss on average).

Moody's has assumed a high default probability for 41 poorly
performing loans, constituting 10% of the pool, and has estimated
an aggregate loss of $53.9 million (a 16.6% expected loss based on
a 52% probability default) from these troubled loans.

Moody's received full or partial year 2013 operating results for
95% of the pool. Moody's weighted average conduit LTV is 104%
compared to 102% 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 positive adjustment of
7% to the most recently available net operating income (NOI).
Moody's value reflects a weighted average capitalization rate of
9.45%.

Moody's actual and stressed conduit DSCRs are 1.32X and 1.00X,
respectively, compared to 1.38X and 1.03X 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 loans with structured credit assessments are secured by 44
residential cooperatives ($107.2 million -- 3.3% of the pool),
which are located in New York City, Long Island, Los Angeles,
Baltimore, and Minneapolis. Six of the loans are full interest-
only, while the remaining are amortizing. Moody's structured
credit assessments for the cooperative loans are aaa (sca.pd),
unchanged from the last review.

The top three conduit loans represent 40% of the pool balance. The
largest loan is the 11 Madison Avenue Loan ($806 million -- 25% of
the pool), which is secured by 2.2 million square foot (SF) office
building located in the Park Avenue South submarket of New York
City. The property serves as a headquarters location for the
global financial services firm, Credit Suisse. Credit Suisse
currently occupies approximately 1.8 million SF at the property.
However, at lease expiration, in 2017, it is expected to downsize
and extend its lease. Recent notable lease signings include WME,
Ing and Yelp, Inc. Although the property is on the watchlist,
performance continues to improve. Moody's LTV and stressed DSCR
are 111% and 0.83X, respectively, unchanged since last review.

The second largest loan is the 280 Park Avenue Loan ($296.1
million -- 9.1% of the pool), which is secured by a 1.2 million SF
office property in Midtown Manhattan near Grand Centeral Terminal.
The loan is on the watchlist due to poor performance, as occupancy
has remained below market levels for several years. As of June
2014, the property was 58% leased. Two large tenants vacated in
January 2014, which has been offset by tenants taking additional
space and new leases. Lobby renovations were completed at the end
of last year, which is expected to help with marketing efforts.
Moody's LTV and stressed DSCR are 85% and 1.08X, respectively,
compared to 84% and 1.10X at the last review.

The third largest loan is The Ritz-Carlton South Beach Loan ($181
million -- 5.6% of the pool), which is secured by 376-key,
oceanfront hotel property in Miami Beach, Florida. Performance
continues to improve at the property, which is consistent with the
South Beach market improving in recent years. In 2013 RevPAR was
$280, an increase from $250 the prior year. Occupancy increased to
79% from 77% over that same time period. Moody's LTV and stressed
DSCR are 114% and 0.95X, respectively, compared to 130% and 0.83X
at the last review.


CREST 2003-1: Fitch Affirms 'Csf' Rating on Class D-1 Notes
-----------------------------------------------------------
Fitch Ratings has affirmed two classes issued by Crest 2003-1
Ltd./Corp. (Crest 2003-1).

Key Rating Drivers

The affirmations are a reflection of the risk of loss to the
remaining notes. Since the last rating action, approximately
26.05% of the collateral has been downgraded and 18.56% has been
upgraded. Currently, 85.39% of the portfolio has a Fitch derived
rating below investment grade and 73.94% has a rating in the 'CCC'
category and below, compared to 85.69% and 62.34%, respectively,
at the last rating action. Over this period, the transaction has
continued to delever, which has resulted in the full repayment of
the class C 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. For the class D notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given that the notes are undercollateralized, the notes
have been affirmed at 'Csf', indicating that default is
inevitable.

Rating Sensitivities

There will be some recovery to the remaining class D notes given
that 22.8% of the remaining collateral is in a senior position in
the respective underlying transactions; however, the notes are
currently under-collateralized and are expected to default.

Crest 2003-1 is a static cash flow collateralized debt obligation
(CDO), which closed March 13, 2003. The collateral is composed of
100% commercial mortgage backed securities (CMBS). The transaction
is collateralized by 20 assets from 13 obligors.

Fitch has taken the following actions:

Crest 2003-1 Ltd./Corp.

-- $11,011,655 class D-1 notes affirmed at 'Csf';
-- $66,388,160 class D-2 notes affirmed at 'Csf'.


DEUTSCHE MORTGAGE 1998-C1: Moody's Affirms Caa3 Rating on X Secs.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the rating of one class of
Deutsche Mortgage & Asset Receiving Corporation 1998-C1 as
follows:

Cl. X, Affirmed Caa3 (sf); previously on Jan 30, 2014 Affirmed
Caa3 (sf)

Ratings Rationale

The rating of the IO class, Class X, was affirmed because the
credit performance (or the weighted average rating factor or WARF)
of its referenced classes are consistent with Moody's
expectations. The IO class is the only outstanding Moody's-rated
class in this transaction.

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

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 3, compared to 5 at prior review.

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

Deal Performance

As of the December 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $14 million
from $1.8 billion at securitization. The Certificates are
collateralized by eight mortgage loans ranging in size from less
than 1% to 49% of the pool. One loan, representing 7% of the pool
has defeased and is secured by US Government securities.

Three loans, representing 7% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Fifty-seven loans have been liquidated from the pool, resulting in
an aggregate realized loss of $98.2 million (43% loss severity on
average). One loan, representing 18% of the pool, is currently in
special servicing. The specially serviced loan is secured by an
anchored retail center in High Point, NC.

Moody's was provided with full year 2013 operating results for
100% of the pool. Moody's weighted average conduit LTV is 67%
compared to 64% at Moody's prior review. Moody's conduit component
excludes loans with credit assessments, defeased and CTL loans and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 35% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.04X and 1.78X,
respectively, compared to 1.06X and 2.08X at prior review. Moody's
actual DSCR is based on Moody's NCF and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three conduit loans represent 69% of the pool balance. The
largest loan is the Homebase Brea Union Plaza Loan ($6.9 million -
- 49% of the pool), which is secured by a 110,000 square foot Home
Depot located in Brea, California. Home Depot's lease expires in
August 2017. Moody's LTV and stressed DSCR are 71% and 1.37X,
respectively, compared to 77% and 1.26X at prior review.

The second largest loan is the K-Mart Des Moines Loan ($2.2
million -- 16% of the pool). The loan is secured by a 106,000
square-foot K-Mart located in Des Moines, Iowa. The property is
100% leased to K-Mart through September 2022. Moody's LTV and
stressed DSCR are 52% and, 2.09X, respectively, compared to 48%
and 2.22X at the last review.

The third largest loan is the Forest Hills Care Center Loan
($561,000 -- 4% of the pool). The loan is secured by a 100 bed
retirement center in Forest Hills, New York. The property was 88%
occupied as of September 2013. Moody's LTV and stressed DSCR are
50% and 3.02X, compared to 58% and 2.58X at the last review.


DLJ COMMERCIAL 1998-CF1: Moody's Cuts Cl. S Certs Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
in DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 as follows:

Cl. S, Downgraded to Caa2 (sf); previously on Jan 24, 2014
Affirmed Caa1 (sf)

Ratings Rationale

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

Moody's rating action reflects a base expected loss of 1.9% of the
current balance compared to 5.6% at Moody's prior review. Moody's
base expected loss plus realized losses is now 1.7% of the
original pooled balance compared to 1.9% at the prior review.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014, and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 5, the same as at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v8.7 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 December 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $14.9
million from $838.8 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from 3%
to 24% of the pool. Two loans, representing 23% of the pool, have
defeased and are secured by US Government securities.

One loan, representing 3% of the pool, is on the master servicer's
watchlist. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $13.6 million (23% loss severity on
average). Currently, there are no loans are in special servicing.

Moody's received full year 2013 operating results for 86% of the
pool and full or partial year 2014 operating results for 43% of
the pool. Moody's weighted average conduit LTV is 79% compared to
88% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased and CTL loans
and specially serviced and troubled loans. Moody's net cash flow
(NCF) reflects a weighted average haircut of 11% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 10.6%.

Moody's actual and stressed conduit DSCRs are 1.06X and 1.87X,
respectively, compared to 1.02X and 1.49X at the last review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 56% of the pool
balance. The largest loan is the Randall's Store Loan ($3.6
million -- 24% of the pool), which is secured by a 59,000 square-
foot Randall's grocery store in Sugar Land, Texas, 24 miles south
of Houston. The property is fully leased to Randall's through
November 2022, which extends five years beyond the loan maturity
date in December 2017. Moody's LTV and stressed DSCR are 84% and
1.42X, respectively, compared to 86% and 1.39X at the last review.

The second largest loan is the Walgreens -- Seattle Loan ($2.4
million -- 16% of the pool), which is secured by a Walgreens
located 11 miles southeast of Seattle's Central Business District.
The property is fully leased to Walgreens through October 2056,
but the tenant has an option to terminate the lease in October
2016, one year before the loan matures. Moody's performed a lit-
dark analysis on this loan to account for the risk of the tenant
vacating the space. Moody's LTV and stressed DSCR are 91% and
1.31X, respectively.

The third largest loan is the Walgreens -- Gresham Loan ($2.4
million -- 16% of the pool), which is secured by a Walgreens in
Gresham, Oregon, approximately 17 miles east of Portland, Oregon.
The property is fully leased to Walgreens through July 2056.
Moody's LTV and stressed DSCR are 91% and 1.31X, respectively.


DLJ COMMERCIAL 1998-CF2: Moody's Affirms Caa3 Rating on D Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the rating on one class in
DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF2 as follows:

Cl. S, Affirmed Caa3 (sf); previously on Jan 24, 2014 Downgraded
to Caa3 (sf)

Ratings Rationale

The rating of the IO class, Class S, was affirmed based on the
credit performance (or the weighted average rating factor or WARF)
of its referenced classes. The IO class is the only outstanding
Moody's-rated class in this transaction.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Approach to Rating US
and Canadian Conduit/Fusion CMBS Transactions" published in
December 2014 and "Moody's Approach to Rating CMBS Large
Loan/Single Borrower Transactions" published in July 2000.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 6 compared to 4 at Moody's prior 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 December 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $17.2
million from $1.1 billion at securitization. The Certificates are
collateralized by 16 mortgage loans ranging in size from less than
1% to 20% of the pool, with the top ten loans constituting 69% of
the pool. Three loans, representing 30% of the pool, have defeased
and are secured by US Government securities.

One loan, constituting 11% 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.

Ten loans have been liquidated from the pool, resulting in an
aggregate realized loss of $33.8 million (for an average loss
severity of 63%). Currently, there are no loans in special
servicing.

Moody's received full year 2013 operating results for 100% of the
pool and partial year 2014 operating results for 89% of the pool.
Moody's weighted average conduit LTV is 38% compared to 43% 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 8% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 10.4%.

Moody's actual and stressed conduit DSCRs are 1.27X and 3.49X,
respectively, compared to 1.33X and 3.12X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 43% of the pool balance. The
largest loan is the Spanish Villa Apartments Loan ($3.5 million --
20.4% of the pool), which is secured by a 232-unit apartment
complex located in Savannah, Georgia. The property was 93% leased
as of June 2014 compared to 84% at last review. As of June 2014,
DSCR was at 1.08X compared to 1.15X at the same year prior period.
The DSCR decreased due to increase in total expenses by 22%. The
loan is fully amortizing and has amortized by 44% since
securitization. Moody's LTV and stressed DSCR are 55% and 1.76X,
respectively, compared to 63% and 1.63X at prior review.

The second largest exposure is the Super 8 Hotels Portfolio ($2.9
million -- 16.8% of the pool). The portfolio is composed of three
crossed-collateralized and crosses- defaulted loans secured by
three limited service hotels (Super 8) located in Albuquerque ,
New Mexico, with a total 441 rooms. The overall portfolio's
performance has declined due to a poor performance of its largest
loan. The Super 8-Midtown loan ($1.9 million) is on the watchlist
due to a low DSCR. The loans are fully amortizing and have
amortized by 50% since securitization. Moody's LTV and stressed
DSCR are 44% and 2.97X, respectively, compared to 41% and 3.19X at
prior review.

The third largest loan is the K-Mart Montwood Point Loan ($1.0
million -- 5.8% of the pool), which is secured by a 102,017 square
foot anchored retail center located in El Paso, Texas. The
property was 100% leased as of June 2014, the same as last review.
The loan is fully amortizing and has amortized by 81% since
securitization. Moody's LTV and stressed DSCR are 18% and >4.0X,
respectively, compared to 28% and >4.0X at prior review.


DLJ COMMERCIAL 1999-CG2: Fitch Affirms D Rating on Cl. B-6 Secs.
----------------------------------------------------------------
Fitch Ratings has affirmed four classes of DLJ Commercial Mortgage
Corp. series 1999-CG2.

Key Rating Drivers

The affirmation is the result of sufficient credit enhancement and
stable performance of the underlying collateral since the last
rating action. Fitch modeled losses of 6.6% of the remaining pool;
expected losses on the original pool balance total 4.1%, including
$62.5 million (4% of the original pool balance) in realized losses
to date. Fitch has designated one loan (1.9% of the pool) as a
Fitch Loans of Concern. There are no loans in special servicing.

As of the November 2014 distribution date, the pool's aggregate
principal balance has been reduced by 98.5% to $23.6 million from
$1.55 billion at issuance. Per the servicer reporting, one loan
(1.7% of the pool) is defeased. Interest shortfalls are currently
affecting classes B-8 through C.

The Fitch Loan of Concern is the Autumn Ridge Apartments loan,
secured by a 99-unit multifamily property in Baytown, TX
approximately 26 miles west of downtown Houston. The property has
suffered from poor performance over the last several years due to
low vacancy rates and declining revenue. The servicer reported
occupancy was 73% as of the third-quarter 2014 and the DSCR was -
0.08x as of year-end 2013. As per the master servicer, the loan
remains current as of the December 2014 remittance.

Rating Sensitivities

The rating on the class B-5 is expected to remain stable; however,
a future upgrade may not be warranted due to the increasing
concentration risk and potential for adverse selection as
performing loans refinance out of the pool. Additionally, there
are no maturities until 2018 and there are no expected payoffs
within the next two years.

Fitch affirms the following classes and revises REs as indicated:

-- $4.6 million class B-5 at 'BBBsf'; Outlook Stable ;
-- $18.9 million class B-6 at 'Dsf'; RE 95%;
-- $0 class B-7 at 'Dsf'; RE 0% ;
-- $0 class B-8 at 'Dsf'; RE 0%.

The class A-1A, A-1B, A-2, A-3, A-4, B-1, B-2, B-3 and B-4
certificates have paid in full. Fitch previously withdrew the
rating on the interest-only class S certificates.


ELM CLO 2014-1: S&P Assigns Prelim. BB- Rating on Class E Notes
---------------------------------------------------------------
S&P assigned its preliminary 'BB- (sf)' rating to the class E
notes from ELM CLO 2014-1 Ltd./ELM CLO 2014-1 LLC.  Although the
rating was correct in S&P's presale report and press release, due
to an administrative error, the rating was incorrectly displayed
on S&P's electronic products.  The rating has since been
corrected.


GCA2014 HOLDINGS: S&P Assigns 'BB' Rating on Class C Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to GCA2014
Holdings Ltd.'s $75 million fixed-rate secured container equipment
notes.

The note issuance is an asset-backed securities transaction backed
by all outstanding class A shares ($163 million) of Global
Container Assets 2014 Ltd. (AssetCo), which includes the rights to
receive cash flow from available payments at the bottom of the
payment waterfalls in AssetCo.  AssetCo is a container
securitization transaction backed by $429,432,399 (net book value)
portfolio containing 192,816 containers.  AssetCo has the right to
net operating income from the portfolio and any net residual cash
flows from the sale of containers.

The ratings reflect S&P's view of:

   -- The likelihood that timely interest and ultimate principal
      payments will be made on or before the legal final maturity
      date.

   -- The initial and future lessees' estimated credit quality in
      the AssetCo portfolio.

   -- The AssetCo portfolio characteristics, including the asset
      quality and lease terms.

   -- The transaction's structure.

   -- The servicer's experience in managing the AssetCo container
      portfolio through multiple managers.

   -- The 11 managers' (Textainer Equipment Management Ltd.,
      Raffles Lease Pte. Ltd., Cronos Containers [Cayman] Ltd.,
      SeaCo SRL, Florens Management Services [Macao Commercial
      Offshore] Ltd., TAL International Container Corp., Container
      Applications International Ltd., Dong Fang International
      Asset Management Ltd., Seacube Container Leasing Ltd.,
      Taylor Minster Leasing Ltd., and UES International [HK]
      Holdings Ltd.'s) experience in the container leasing market.

   -- Certain compliance tests, concentration limitations, and
      early amortization events included in the transaction
      documents.

   -- The primary component of the issuer's cash flow are funds
      that are payable to AssetCo at the bottom of the AssetCo
      payment waterfalls; interest and principal payment on the
      class C and D notes may be deferred for an extended period
      of time under certain stress scenarios.

RATINGS ASSIGNED

GCA2014 Holdings Ltd.

Class                  Rating             Amount
                                        (mil. $)
C (deferrable)         BB (sf)                55
D (deferrable)         B (sf)                 20
E                      NR                     88

NR--Not rated.


GMAC COMMERCIAL 1998-C2: Moody's Affirms Caa2 Rating on X Secs.
---------------------------------------------------------------
Moody's Investors Service has affirmed the rating of one class of
GMAC Commercial Mortgage Securities Inc., Mortgage Pass-Through
Certificates, Series 1998-C2 as follows:

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

Ratings Rationale

The rating of the IO class, Class X, was affirmed based on the
credit performance (or the weighted average rating factor or WARF)
of its referenced classes. The IO class is the only outstanding
Moody's-rated class in this transaction.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Approach to Rating US
and Canadian Conduit/ Fusion CMBS" published in December 2014,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Commercial Real Estate
Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 8, compared to 9 at prior review.

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

Moody's currently uses a Gaussian copula model, incorporated in
its public CDO rating model CDOROMv2.14-1, to generate a portfolio
loss distribution to assess the ratings of the CTL component.

Deal Performance

As of the December 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $70.3
million from $2.5 billion at securitization. The Certificates are
collateralized by 38 mortgage loans ranging in size from less than
1% to 23% of the pool, with the top ten loans representing 53% of
the pool. Seven loans, representing 26% of the pool have defeased
and are secured by US Government securities.

Three loans, representing 4% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Forty-three loans have been liquidated from the pool, resulting in
an aggregate realized loss of $63.4 million (36% loss severity on
average). Three loans, representing 32% of the pool, are currently
in special servicing. The specially serviced loans are secured by
a mix of property types.

The largest specially serviced loan is the D'Amato Portfolio Loan
($16.0 million -- 22.7% of the pool) secured by 37 industrial and
retail properties totaling 720,000 square feet (SF) located in
Connecticut and Rhode Island. The portfolio was 84% leased as of
June 2014 compared to 89% at last review. The loan transferred to
special servicing in April 2014 due to imminent default. The
Borrower requested the loan convert to interest-only (IO) for some
period of time to alleviate cash flow issues. A two-year IO
modification to principal and interest (P&I) payments has been
signed. The first IO payment was made in October 2014.

Moody's estimates an aggregate $4.4 million loss for the specially
serviced and troubled loans (68% expected loss on average).

Moody's was provided with full year 2013 and full or partial year
2014 operating results for 90% and 59% of the pool, respectively.
Moody's weighted average conduit LTV is 50%, the same as Moody's
prior review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans and
specially serviced and troubled loans contributing an expected
loss. Moody's net cash flow (NCF) reflects a weighted average
haircut of 12% to the most recently available net operating income
(NOI). Moody's value reflects a weighted average capitalization
rate of 10.3%.

Moody's actual and stressed conduit DSCRs are 1.24X and 2.54X,
respectively, compared to 1.34X and 2.37X at prior review. Moody's
actual DSCR is based on Moody's NCF and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three conduit loans represent 11% of the pool balance. The
largest loan is the Columbus Georgia Apartments Loan ($3.3 million
-- 5% of the pool), which is secured by four cross-collateralized
and cross-defaulted multifamily properties located in Columbus,
Georgia totaling 280 units. As of June 2014, the weighted average
occupancy was 86% compared to 98% at last review. The fully
amortizing loan has paid down 45% since securitization. Moody's
LTV and stressed DSCR are 41% and 2.62X, respectively, compared to
48% and 2.28X at prior review.

The second largest loan is the South Mountain Shopping Center Loan
($2.5 million -- 4% of the pool), which is secured by a 72,150 SF
anchored retail property located in Allentown, Pennsylvania. As of
June 2014, the property was 98% leased, the same as at last
review. The anchor tenant is Giant Food Stores on a lease through
November 2018. The fully amortizing loan has paid down 44% since
securitization. Moody's LTV and stressed DSCR are 47% and 2.28X,
respectively, compared to 47% and 2.24X at prior review.

The third largest loan is the Greenbriar Apartments Loan ($2.0
million -- 3% of the pool), which is secured by an 85 unit
multifamily property in Corpus Christi, Texas. The property was
94% leased as of September 2014 compared to 89% at year end 2013.
This loan has amortized 25% since securitization. Moody's LTV and
stressed DSCR are 50% and 2.05X, respectively, the same as at last
review.

The CTL component consists of eleven loans, totaling 16% of the
pool, secured by properties leased to seven tenants. The largest
exposures are CVS Health ($4.1 million -- 5.9% of the pool; senior
unsecured rating: Baa1 -- Stable outlook) and Walgreen Co. ($3.2
million -- 4.6% of the pool; backed senior unsecured rating: Baa2
-- Stable outlook). Four of the tenants have a Moody's rating and
Moody's completed updated credit assessments for the non-Moody's
rated tenant. The bottom-dollar weighted average rating factor
(WARF) for this pool is 1,603 compared to 3,625 at last review.
WARF is a measure of the overall quality of a pool of diverse
credits. The bottom-dollar WARF is a measure of the default
probability within the pool.


JP MORGAN 2005-CIBC12: Moody's Cuts Rating on Cl. D Notes to C
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on ten classes,
upgraded the rating on one class and downgraded the rating on one
class in J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Pass-Through Certificates, Series 2005-CIBC12 as
follows:

Cl. A-3A2, Affirmed Aaa (sf); previously on Jan 9, 2014 Affirmed
Aaa (sf)

Cl. A-3B, Affirmed Aaa (sf); previously on Jan 9, 2014 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jan 9, 2014 Affirmed Aaa
(sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Jan 9, 2014 Affirmed
Aaa (sf)

Cl. A-M, Upgraded to Aaa (sf); previously on Jan 9, 2014 Affirmed
Aa2 (sf)

Cl. A-J, Affirmed Baa3 (sf); previously on Jan 9, 2014 Affirmed
Baa3 (sf)

Cl. B, Affirmed Ba3 (sf); previously on Jan 9, 2014 Affirmed Ba3
(sf)

Cl. C, Affirmed B3 (sf); previously on Jan 9, 2014 Affirmed B3
(sf)

Cl. D, Downgraded to C (sf); previously on Jan 9, 2014 Affirmed
Caa3 (sf)

Cl. E, Affirmed C (sf); previously on Jan 9, 2014 Affirmed C (sf)

Cl. F, Affirmed C (sf); previously on Jan 9, 2014 Affirmed C (sf)

Cl. X-1, Affirmed Ba3 (sf); previously on Jan 9, 2014 Affirmed Ba3
(sf)

Ratings Rationale

The ratings on the P&I classes A-3A2, A-3B, A-4, S-SB, AJ and 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 the P&I
classes C, E and F were affirmed because the ratings are
consistent with Moody's expected loss. The rating on the IO class
X-1 was affirmed based on the credit performance of its referenced
classes.

The rating on the P&I class A-M was upgraded primarily due to an
increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the payoff
of loans approaching maturity that are well positioned for
refinance. Loans constituting 65% of the pool that have debt
yields exceeding 10.0% are scheduled to mature within the next 12
months.

The rating on the P&I class D was downgraded due to realized and
anticipated losses from specially serviced and troubled loans.

Moody's rating action reflects a base expected loss of 7.5% of the
current balance, compared to 6.8% at Moody's last review. Moody's
base expected loss plus realized losses is now 11.0% of the
original pooled balance compared to 9.9% 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 "Approach to
Rating US and Canadian Conduit/Fusion CMBS" published in December
2014.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 49 at Moody's last review.

Deal Performance

As of the December 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 42% to $1.26
billion from $2.17 billion at securitization. The certificates are
collateralized by 131 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans constituting 32%
of the pool. Thirteen loans, constituting 10% of the pool, have
defeased and are secured by US government securities.

Thirty-one 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.

Thirty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $143.3 million (for an average loss
severity of 42%). Eight loans, constituting 11% of the pool are
currently in special servicing. The largest specially serviced
loan is the Three Office Building Loan, formerly known as the LXP-
ISS loan ($38.6 million -- 3.2% of the pool), which is secured by
three office buildings containing a total of 289,000 square feet
(SF) located in Atlanta, Georgia. The loan transferred to special
servicing in April 2012 due to imminent default. The loan failed
to pay off at its maturity in May 2013. The trust took title of
the property on March 4, 2014 and the loan is now real estate
owned (REO). The property is currently managed and leased by NAI
Brannen Goddard. The buildings are 83% leased to IBM through May
2018 at below market rents, a more than 70% reduction from
previous in-place rent. Total occupancy as of November 2014 was
88%.

The remaining seven specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $63.5 million
loss for the specially serviced loans (48% expected loss on
average).

Moody's has assumed a high default probability for five poorly
performing loans, constituting 1% of the pool, and has estimated
an aggregate loss of $2.54 million (an 17% expected loss based on
a 52% probability default) from these troubled loans.

Moody's received full year 2013 operating results for 100% of the
pool and partial year 2014 operating results for 70% of the pool.
Moody's weighted average conduit LTV is 89% compared to 88% at
Moody's last review. Moody's conduit component excludes loans with
credit assessments, defeased and CTL loans, and specially serviced
and troubled loans. Moody's net cash flow (NCF) reflects a
weighted average haircut of 11.2% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.51X and 1.17X,
respectively, compared to 1.51X and 1.16X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 17% of the pool balance. The
largest loan is the Universal Hotel Portfolio Loan ($100.0 million
-- 8.3% of the pool), which represents a pari passu interest in a
$400.0 million first mortgage loan secured by three full service
hotel properties. The three hotels are all located in Orlando,
Florida and total 2,400 guest rooms. The property is also
encumbered by $50.0 million B-note, which secures a $50.0 million
rake bond in this deal. The three hotels were all constructed
between 1999 and 2002. All are considered luxury hotels and are
located within Orlando's Universal Theme Park. Although revenue
per available room (RevPAR) increased by 2% to $195 from $192 at
last review, the portfolio's performance has declined slightly
since last review. RevPAR has recovered from the downturn and is
now 44% greater than the portfolio's low of $135 in 2009. Moody's
LTV and stressed DSCR are 80% and 1.45X, respectively, compared to
74% and 1.57X at last review.

The second largest loan is the Promenade at Westlake Loan ($65.3
million -- 5.4% of the pool), which is secured by a 202,000 SF
retail center located in Thousand Oaks, California. The property
was 98% leased as of July 2014, the same as at last review. The
larger tenants include Cinepolis Luxury Cinemas, Briston Farms,
The Sports Authority, Sur La Table and Intermix. The loan is
benefiting from amortization and matures in July 2015. Moody's LTV
and stressed DSCR are 79% and 1.13X, respectively, compared to 85%
and 1.06X at the last review.

The third largest loan is the Fort Steuben Loan ($38.0 million --
3.1% of the pool), which is secured by a 690,000 SF regional mall
in Steubenville, Ohio. The largest tenant is a Wal-Mart Super
Store (31% of the NRA, expiration date of August 2027); other
anchors include Sears, JC Penney and Dick's Sporting Goods. The
mall is shadow anchored by Macy's (not part of the collateral). As
of June 2014, the total mall was 88% leased. The property is
subject to rollover risk with three out of the four largest
collateral anchors having lease expirations prior to the loan
maturity date of July 2017. Moody's LTV and stressed DSCR are 128%
and 0.76X, respectively, compared to 129% and 0.75X at the last
review.


JP MORGAN 2005-LDP1: Moody's Affirms C Rating on 2 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded five classes, affirmed six
classes and downgraded one class of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-LDP1 as follows:

Cl. A-J, Affirmed Aaa (sf); previously on May 22, 2014 Upgraded to
Aaa (sf)

Cl. A-JFL, Affirmed Aaa (sf); previously on May 22, 2014 Upgraded
to Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on May 22, 2014 Upgraded
to Aa2 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on May 22, 2014 Upgraded
to Aa3 (sf)

Cl. D, Upgraded to A2 (sf); previously on May 22, 2014 Upgraded to
Baa1 (sf)

Cl. E, Upgraded to A3 (sf); previously on May 22, 2014 Upgraded to
Baa2 (sf)

Cl. F, Upgraded to B1 (sf); previously on May 22, 2014 Affirmed B2
(sf)

Cl. G, Affirmed Caa2 (sf); previously on May 22, 2014 Affirmed
Caa2 (sf)

Cl. H, Affirmed Caa3 (sf); previously on May 22, 2014 Affirmed
Caa3 (sf)

Cl. J, Affirmed C (sf); previously on May 22, 2014 Affirmed C (sf)

Cl. K, Affirmed C (sf); previously on May 22, 2014 Affirmed C (sf)

Cl. X-1, Downgraded to B2 (sf); previously on May 22, 2014
Affirmed Ba3 (sf)

Ratings Rationale

The upgrades of five P&I classes were based on an increase in
credit support resulting from loan pay downs and amortization, as
well as Moody's expectation of additional credit support from loan
payoffs approaching maturity that are well positioned to
refinance. The deal has paid down 69% since last review. In
addition, 40 loans constituting 46% of the pool or $190.6 million
have debt yields exceeding 10.0% and are scheduled to mature
within the next six months.

Two investment-grade P&I classes were affirmed because the credit
support was sufficient to maintain the current ratings. Four below
investment-grade P&I classes were also affirmed because the
ratings are consistent with Moody's expected loss.

The IO class was downgraded because of the decline in credit
performance of its reference classes resulting from principal
paydowns or higher quality reference classes.

Moody's rating action reflects a base expected loss of 11.0% of
the current balance, compared to 6.7% at Moody's last review. The
difference in absolute value of expected loss is now lower than at
last review due to 69% of the deal having paid down since last
review. Moody's base expected loss plus realized losses reflects
this difference since it is now 4.4% of the original pooled
balance compared to 5.2% at last review. Moody's provides a
current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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

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

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

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

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Approach to
Rating US and Canadian Conduit/Fusion CMBS" published in December
2014.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 28 compared to 22 at last review.

Deal Performance

As of the December 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 86% to $418.7
million from $2.9 billion at securitization. The Certificates are
collateralized by 79 mortgage loans ranging in size from less than
1% to 9% of the pool. Fourteen loans representing 27% of the pool
have defeased and are secured by U.S. Government securities.

There are 40 loans on the master servicer's watchlist. The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the CRE Finance Council (CREFC)
monthly reporting package. As part of Moody's ongoing monitoring
of a transaction, Moody's reviews the watchlist to assess which
loans have material issues that could impact performance.

Twenty loans have been liquidated from the pool, resulting in an
aggregate realized loss of $81.3 million (55% loss severity).
Currently twelve loans, representing 18% of the pool, are in
special servicing and represent a mix of property types. Moody's
has estimated an aggregate $31.4 million loss (42% expected loss
on average) for the specially serviced loans.

Moody's has assumed a high default probability for five troubled
loans representing 16% of the pool and has estimated an aggregate
$10.3 million loss (15% estimated loss based on a 50% probability
of default) from these troubled loans.

Moody's was provided with full year 2013 operating results for 99%
of the pool's non-specially serviced and non-defeased loans and
15% of partial year 2014 operating results. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 79%
versus 81% at last review. Moody's net cash flow reflects a
weighted average haircut of 11% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 8.92%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.42X and 1.33X, respectively, compared to
1.48X and 1.26X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 8% of the pool
balance. The largest conduit loan is the Golf Glen Mart Plaza Loan
($14.2 million -- 3.4% of the pool), which is secured by a 234,816
square foot (SF) anchored retail center location in Niles,
Illinois. Occupancy and revenue achievement have declined slightly
since last review. The property has amortized 10% since
securitization. Moody's LTV and stressed DSCR are 87% and 1.12X,
respectively, compared to 83% and 1.17X at last review.

The second largest conduit loan is the Courtyard Plaza Shopping
Center Loan ($9.5 million -- 2.2% of the pool), which is secured
by a 190,431 SF retail center in New Braunfels, Texas. Property
occupancy has declined since last review and is now only 57%
leased as of November 2014 compared to 79% at last review. The
loan has amortized 17% and is poised to pay off January 2015.
Moody's LTV and stressed DSCR are 80% and 1.21X, respectively,
compared to 82% and 1.19X at last review.

The third largest conduit loan is the Chimney Hill Center Loan
($8.8 million -- 2.1% of the pool), which is secured by a 207,531
SF community shopping center located in Virginia Beach, Virginia.
The property is 82% leased compared to 70% at last review. The
loan has amortized 10% since securitization. Moody's LTV and
stressed DSCR are 97% and 1.0X, respectively, compared to 106% and
0.92X at last review.


LANDGROVE SYNTHETIC 2007-2: S&P Withdraws BB+ Rating on A Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A notes issued by Landgrove Synthetic CDO SPC Series 2007-2
and the notes issued by STRATA 2006-35 Limited.  These are
synthetic corporate investment-grade collateralized debt
obligation (CDO) transactions.

The withdrawals follow S&P's receipt of notices saying that the
notes in the transactions have been terminated and redeemed.

RATINGS WITHDRAWN

Landgrove Synthetic CDO SPC
Series 2007-2

                  Rating
Class        To           From

A            NR           BB+ (sf)

STRATA 2006-35 Limited

                  Rating
Class        To           From

Nts          NR           CCC- (sf)

NR--Not rated.


MAGNETITE XI: Moody's Assigns Ba3 Rating on $30.25MM Cl. D Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
notes issued by Magnetite XI, Limited.

Moody's rating action is as follows:

  $349,250,000 Class A-1 Senior Secured Floating Rate Notes due
2027 (the "Class A-1 Notes"), Assigned Aaa (sf)

$63,750,000 Class A-2 Senior Secured Floating Rate Notes due 2027
(the "Class A-2 Notes"), Assigned Aa2 (sf)

$30,750,000 Class B Deferrable Mezzanine Floating Rate Notes due
2027 (the "Class B Notes"), Assigned A2 (sf)

$33,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2027 (the "Class C Notes"), Assigned Baa3 (sf)

$30,250,000 Class D Deferrable Mezzanine Floating Rate Notes due
2027 (the "Class D Notes"), Assigned Ba3 (sf)

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

Ratings Rationale

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

Magnetite XI is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, and up to 10% of the portfolio
may consist of second lien loans and unsecured loans. The
portfolio is ramped approximately 94% as of the closing date.

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

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

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

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

Par amount: $550,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2725

Weighted Average Spread (WAS): 3.8%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 45.5%

Weighted Average Life (WAL): 8.0 years

Methodology Underlying the Rating Action:

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

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2725 to 3134)

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 2725 to 3543)

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


MERRILL LYNCH 1997-C2: Moody's Affirms Caa3 Rating on IO Certs
--------------------------------------------------------------
Moody's Investors Service has affirmed the rating of one class of
Merrill Lynch Mortgage Investors Inc., Commercial Mortgage Pass-
Through Certificates, Series 1997-C2 as follows:

Cl. IO, Affirmed Caa2 (sf); previously on Jan 24, 2014 Affirmed
Caa2 (sf)

Ratings Rationale

The rating of the IO class, Class IO, was affirmed based on the
weighted average rating factor (or WARF) of its referenced
classes. The IO class is the only outstanding Moody's-rated class
in this transaction.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

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

Deal Performance

As of the December 11, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $29 million
from $686 million at securitization. The certificates are
collateralized by six mortgage loans ranging in size from less
than 1% to 43% of the pool. The pool contains no defeased loans
and no loans with investment grade structured credit assessments.

Two loans, constituting 44% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Eighteen loans have been liquidated from the pool, contributing to
an aggregate realized loss of $23 million (for an average loss
severity of 38%). There are no loans in special servicing.

Moody's received full year 2013 and partial year 2014 operating
results for 100% of the pool. Moody's weighted average LTV is 67%
compared to 66% at Moody's last review. Moody's net cash flow
(NCF) reflects a weighted average haircut of 21% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.8%.

Moody's actual and stressed DSCRs are 1.13X and 1.84X,
respectively, compared to 1.15X and 1.76X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three loans represent 43% of the pool balance. The largest
loan is the Northlake Tower Festival Loan ($12 million -- 43% of
the pool), which is secured by a retail center property in Tucker,
Georgia, a suburb of Atlanta. The retail center was 80% leased as
of September 2014 compared to 84% as of July 2013. The former
second-largest tenant, Bally's Total Fitness, which had occupied
30,000 square feet (9% of the property's net rentable area)
vacated at lease expiration in October 2014. The loan is on the
watchlist due to low DSCR and lease rollover concerns. Moody's LTV
and stressed DSCR are 96% and 0.86X, respectively, compared to 96%
and 0.89X at prior review.

The second largest loan is The Links at Jonesboro Loan ($9 million
-- 30% of the pool). The loan is secured by a multifamily garden
apartment complex in Jonesboro, Arkansas. The property was 94%
leased as of year-end 2013 compared to 99% one year prior. The
loan is fully amortizing. Moody's LTV and stressed DSCR are 46%
and 2.25X, respectively, compared to 49% and 2.10X at the last
review.

The third largest loan is the Dogwood Lakes Apartments Loan ($5
million -- 17% of the pool). The loan is secured by a multifamily
property in Benton, Arkansas. The property was 97% leased as of
june 2014 compared to 100% one year prior. The loan is fully
amortizing. Moody's LTV and stressed DSCR are 50% and 2.06X,
respectively, compared to 53% and 1.93X at the last review.


MERRILL LYNCH 1998-C2: Moody's Affirms Caa3 Rating on IO Certs
--------------------------------------------------------------
Moody's Investors Service has affirmed the rating of one class of
Merrill Lynch Mortgage Investors, Mortgage Pass-Through
Certificates, Series 1998-C2 as follows:

Cl. IO, Affirmed Caa3 (sf); previously on Jan 24, 2014 Affirmed
Caa3 (sf)

Ratings Rationale

The rating of the IO class, Class IO, was affirmed because the
credit performance (or the weighted average rating factor or WARF)
of its referenced classes. The IO class is the only outstanding
Moody's-rated class in this transaction.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were " Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 9, the same as at prior review.

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

Deal Performance

As of the December 16, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $6 million
from $1.088 billion at securitization. The Certificates are
collateralized by 12 mortgage loans ranging in size from less than
4% to 22% of the pool, with the top ten loans representing 91% of
the pool. Two loans, representing approximately 37% of the pool
have defeased and are secured by US Government securities.

Twenty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $52.5 million (45% loss severity on
average). No loans are on the master servicer's watchlist and no
loans are currently in special servicing.

Moody's weighted average conduit LTV is 41% compared to 54% at
Moody's prior review. Moody's conduit component excludes loans
with credit assessments, defeased and CTL loans and specially
serviced and troubled loans. Moody's net cash flow (NCF) reflects
a weighted average haircut of 15.6% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 10.6%.

Moody's actual and stressed conduit DSCRs are 1.09X and 3.87X,
respectively, compared to 1.15X and 3.34X at prior review. Moody's
actual DSCR is based on Moody's NCF and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three conduit loans represent 26% of the pool. The Holiday
Inn Express -- Brownsburg Loan, the Comfort Inn -- Indiana Loan,
and the Days Inn-Fresno Loan, are each fully-amortizing loans
secured by limited-service hotels. The properties are located in
Brownsburg and Michigan City, Indiana, and Fresno, California.
Moody's current LTV ranges from 30% to 56% and Moody's stressed
DSCR is greater than 2.35X for each of these loans.


MERRILL LYNCH 2006-1: Moody's Lowers Rating on X-1B Certs to C
--------------------------------------------------------------
Moody's Investors Service downgraded the rating of one notional
class and affirmed the ratings of two notional classes of Merrill
Lynch Floating Trust Commercial Pass-Through Certificates, Series
2006-1 as follows:

Cl. X-1B, Downgraded to C (sf); previously on Mar 5, 2014
Downgraded to Caa3 (sf)

Cl. X-3B, Affirmed C (sf); previously on Mar 5, 2014 Affirmed C
(sf)

Cl. X-3C, Affirmed C (sf); previously on Mar 5, 2014 Affirmed C
(sf)

Rating Rationale

The downgrade of interest-only (IO) Class X-1B was based on non-
payment of interest currently and the expectation that the class
will not receive interest payments in the future. The ratings of
IO Classes X-3B and X-3C were affirmed based on the credit
performance of their referenced loan, the Royal Holiday Portfolio
loan.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.7. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Deal Performance

As of the December 15, 2014 Payment Date, the certificate balance
has decreased by 98% to $65.0 million from $2.6 billion at
securitization from the pay off of 14 loans.

One specially-serviced loan remains in the pool, the Royal Holiday
Portfolio loan ($65.0 million), secured by six hotels located in
Mexico with a total of 1,501-keys. Two of the hotels are located
in Cancun, and the other four hotels are located in Cozumel,
Ixtapa, Acapulco and San Jose del Cabo. The loan was transferred
to special servicing in February 2010 and is a non-performing
matured loan. The borrower had filed a Mexican bankruptcy petition
for the Cozumel Caribe Hotel in May 2010. The bankruptcy court
terminated the flow of funds into the lender's cash management
system and blocked the lender from pursuing remedies against the
five other assets or the guarantors. The borrower has not made
debt service payments since May 2010, nor has the borrower
provided financials for the hotel properties. Interest advances
were terminated in late 2012. Currently, approximately $16.5
million in servicer advances are outstanding, including $4.5
million in interest advances with the balance primarily for legal
and insurance expenses. The $103.0 million whole loan includes
$38.0 million in non-trust subordinate debt. The special servicer
is defending and pursuing multiple legal actions and foresees a
lengthy litigation. Moody's current structured credit assessment
is c (sca.pd), the same as at last review.

The pool has experienced $1.0 million in cumulative bond losses,
affecting Class M. Interest shortfalls total $3.2 million and
affect principal and interest (P&I) Classes L, M and IO Classes X-
3B and X-3C.


MORGAN STANLEY 2003-TOP11: Moody's Affirms C Rating on J Certs
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on four classes
and affirmed the ratings on five classes in Morgan Stanley Capital
I Trust, Commercial Mortgage Pass-Through Certificates, Series
2003-TOP11 as follows:

Cl. B, Affirmed Aaa (sf); previously on Apr 24, 2014 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on Apr 24, 2014 Upgraded to
Aaa (sf)

Cl. D, Upgraded to Aaa (sf); previously on Apr 24, 2014 Upgraded
to Aa2 (sf)

Cl. E, Upgraded to A1 (sf); previously on Apr 24, 2014 Upgraded to
Baa1 (sf)

Cl. F, Upgraded to Baa1 (sf); previously on Apr 24, 2014 Affirmed
Ba1 (sf)

Cl. G, Upgraded to Ba3 (sf); previously on Apr 24, 2014 Affirmed
B1 (sf)

Cl. H, Affirmed Caa2 (sf); previously on Apr 24, 2014 Affirmed
Caa2 (sf)

Cl. J, Affirmed C (sf); previously on Apr 24, 2014 Affirmed C (sf)

Cl. X-1, Affirmed B2 (sf); previously on Apr 24, 2014 Affirmed B2
(sf)

Ratings Rationale

The ratings on P&I Classes B and C 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 H and J were affirmed because
the ratings are consistent with Moody's expected loss.

The ratings on P&I Classes D, E, F and G were upgraded based
primarily on an increase in credit support resulting from loan
paydowns and amortization. The deal has paid down 18% since
Moody's last review.

The rating on the IO Class X-1 was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes.

Moody's rating action reflects a base expected loss of 0.4% of the
current balance compared to 4.6% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.9% of the
original pooled balance compared to 2.2% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3, compared to 4 at Moody's last review.

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

Deal Performance

As of the December 13, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $93.9
million from $1.2 billion at securitization. The certificates are
collateralized by 24 mortgage loans ranging in size from less than
1% to 56% of the pool, with the top ten loans constituting 81% of
the pool. One loan, constituting 56% of the pool, has an
investment-grade structured credit assessment. Four loans,
constituting 10% of the pool, have defeased and are secured by US
government securities.

Two loans, constituting 2% 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.

Fourteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $22.5 million (for an average loss
severity of 15%). One loan, constituting 3% of the pool, is
currently in special servicing. The specially serviced loan is the
Save Mart loan ($3.2 million -- 3.4% of the pool), which is
secured by a 67,750 square foot (SF) grocery store in Sacramento,
CA. The grocery anchor, Food Maxx Supermarkets, has a lease
expiration in January 2022. The loan transferred to special
servicing in February 2014 due to a guarantor declaring
bankruptcy. Moody's is not anticipating a loss from this loan.

Moody's received full year 2013 operating results for 95% of the
pool. Moody's weighted average conduit LTV is 45% compared to 50%
at Moody's last review. Moody's conduit component excludes loans
with structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 18% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.55X and 3.23X,
respectively, compared to 1.46X and 2.73X 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 Center Tower
Loan ($52.6 million -- 56% of the pool), which is secured by a
462,200 SF office building located in Costa Mesa, California in
Orange County. As of December 2013, the property was 76% leased,
the same as at Moody's last review. The loan has benefited from
amortization and has paid down 29% since securitization. Moody's
credit assessment and stressed DSCR are a3 (sca.pd) and 1.70X,
respectively, compared to a3 (sca.pd) and 1.65X at the last
review.

The top three conduit loans represent 12% of the pool balance. The
largest loan is the 9200 Edmonston Road Loan ($4.0 million -- 4.2%
of the pool), which is secured by a 38,960 SF office building in
Greenbelt, Maryland. The property is 100% occupied by GSA. The
loan transferred to special servicing in May 2013 due to maturity
default, and was modified to extend the maturity date through May
2015. Moody's used a lit/dark analysis to account for the single-
tenant risk at the property. Moody's LTV and stressed DSCR are 94%
and 1.15X, respectively, compared to 97% and 1.12X at the last
review.

The second largest loan is the All Size Storage Loan ($3.8 million
-- 4.0% of the pool), which is secured by a self storage property
with approximately 658 storage units located in San Clemente,
California, located in Orange County. As of September 2014, the
storage facility was 85% occupied. The loan is benefiting from
amortization. Moody's LTV and stressed DSCR are 41% and 2.53X,
respectively, compared to 44% and 2.35X at the last review.

The third largest loan is the Golden Springs Business Center Loan
($3.6 million -- 3.8% of the pool), which is secured by an
industrial property located in Santa Fe Springs, California, in
Los Angeles County. As of June 2014, the property was 100% leased,
the same as at last review. The loan is fully amortizing. Moody's
LTV and stressed DSCR are 21% and 5.10X, respectively, compared to
25% and 4.39X at the last review.


MORGAN STANLEY 2006-YLF: Moody's Affirms Caa2 Rating on X-2 Debt
----------------------------------------------------------------
Moody's Investors Service affirmed the rating on one interest only
(IO) class of Morgan Stanley Capital I Inc, Commercial Mortgage
Pass-Through Certificates, Series 2006-XLF. Moody's rating action
is as follows:

Cl. X-1, Affirmed Caa2 (sf); previously on Mar 12, 2014 Affirmed
Caa2 (sf)

Ratings Rationale

The rating on the IO class was affirmed because the weighted
average rating factor or WARF of the referenced classes are
consistent with Moody's expectations. Moody's does not rate
outstanding classes, Classes J, K, L, N-RQK, and X-2.

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

The rating of an IO class is based on the credit performance of
its referenced classes. An IO class may be upgraded based on a
lower weighted average rating factor or WARF due to an overall
improvement in the credit quality of its reference classes.

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

Methodology Underlying The Rating Action

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

Description Of Models Used

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.7. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Deal Performance

As of the December 15, 2014 Payment Date, the transaction's trust
aggregate certificate balance has decreased by 98% to $38 million
from $1.6 billion at securitization. The pool has experienced
$46.3 million of cumulative bond losses to date and has interest
shortfalls totaling $1.5 million as of the current payment date.

The only loan remaining in the pool, the ResortQuest Kauai Loan
($34 million pooled balance and $4 million non-pooled or rake
bond) is secured by a 307-key full service hotel in Kauai, Hawaii.
This loan transferred to special servicing in January of 2009 due
to imminent default. In October of 2010, the loan was modified and
extended through November 2015. The hotel has been reflagged and
is being operated by a Marriott Courtyard franchise. The property
was returned to master servicer as of April 2014.

The property's net cash flow (NCF) for the first eight months of
2014 continues to strengthen over the same period in 2013. The
property's RevPAR in the year-to-date through August 2014 was
$112.16 compared to $97.73 during the same time period in the
previous year. The NCF increased to $2.6 million during the first
eight months of 2014. The property achieved NCF of $3.0 million
during the calendar year 2013.


MORGAN STANLEY 2007-IQ16: S&P Assigns 'B' Rating on $30MM Certs
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B (sf)' rating to
the $30.0 million class A-JFX commercial mortgage pass-through
certificates from Morgan Stanley Capital I Trust 2007-IQ16, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
Concurrently, S&P withdrew its 'B (sf)' rating on the $30.0
million class A-JFL certificates from the same transaction.

S&P's assigned rating on class A-JFX and its simultaneous rating
withdrawal on class A-JFL follow the class A-JFX certificates'
issuance in connection with the class A-JFL certificates' interest
rate swap contract termination.

Standard & Poor's previously rated the class A-JFL certificates 'B
(sf)'.  The interest rate swap contract supports the floating-rate
interest payments due on class A-JFL.  The certificates' terms
permit the interest payments to be converted to the weighted
average real estate mortgage investment conduit (REMIC) I net
mortgage rate if the applicable interest rate swap contract is
terminated or if payment default continues on the related swap.
As a result of this swap termination, the $30.0 million A-JFL
certificates will no longer be outstanding and the class A-JFX
certificates issuance will have a $30.0 million outstanding
principal balance.

Any payments or losses on the underlying class A-JFL regular
interest that would have previously been allocable to the class A-
JFL certificates will now be allocated to the class A-JFX
certificates.

RATING ASSIGNED

Morgan Stanley Capital I Trust 2007-IQ16
Commercial mortgage pass-through certificates

Class          Rating
A-JFX          B (sf)

RATING WITHDRAWN

Morgan Stanley Capital I Trust 2007-IQ16
Commercial mortgage pass-through certificates

               Rating  Rating
Class          To      From
A-JFL          NR      B (sf)

NR--Not rated.


MORGAN STANLEY 2007-XLF: Moody's Affirms C Rating on N-HRO Certs
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on two pooled
classes and affirmed the ratings on two rake, or non-pooled,
classes of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates Trust, Series 2007-XLF. Moody's rating
action is as follows:

Cl. C, Upgraded to Aaa (sf); previously on Jan 29, 2014 Upgraded
to Aa2 (sf)

Cl. D, Upgraded to A1 (sf); previously on Jan 29, 2014 Upgraded to
A3 (sf)

Cl. M-HRO, Affirmed Ca (sf); previously on Jan 29, 2014 Affirmed
Ca (sf)

Cl. N-HRO, Affirmed C (sf); previously on Jan 29, 2014 Affirmed C
(sf)

Ratings Rationale

The upgrade of the two pooled classes are due to improved key
parameters, including Moody's loan to value (LTV) ratio and
Moody's stressed debt service coverage ratio (DSCR), due to payoff
of the Crowne Plaza Time Square Loan at maturity (December 2014).
The affirmation of the two rake classes, or non-pooled classes,
are due to consistent credit performance of its referenced loan,
the HRO Hotel Portfolio Loan. Moody's does not rate pooled Classes
E, F, G, H, J, and the interest only class, Class X.

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 pool performance.

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

Methodology Underlying The Rating Action

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

Description of Models Used

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.7. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. 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 December 15, 2014 Payment Date, the transaction's
aggregate certificate balance has decreased to approximately $154
million from $1.37 billion at securitization. The Crowne Plaza
Time Square Loan paid off at maturity (December 2014) as expected.
The certificates are collateralized by two mortgage loans
remaining in the pool. Both of these loans are secured by hotel
properties.

The larger loan, the HRO Hotel Portfolio Loan ($120 million -- 85%
of pooled balance plus $13 million of rake bonds), is secured by
five full-service hotels totaling 1,910 keys. The loan has paid
down approximately 21% since securitization due to the release of
two properties, the Sheraton College Park (205 rooms) and the
Sheraton Danbury (242 rooms) and pay downs from cash flow. The
$133 million whole loan includes non-pooled trust debt of $13
million, certificate Classes M-HRO and N-HRO. The five remaining
hotels are branded as Westin, Sheraton, Hilton and Marriott. The
loan's final maturity date is in October 2015.

The portfolio's net cash flow (NCF) for the trailing twelve month
period ending August 2014 was $6.4 million. The portfolio's NCF
from January through August of 2014 was approximately $5.9
million, up from $2.2 million achieved during the same period in
2013. Moody's LTV for the pooled debt is 105%, and Moody's
stressed DSCR is 1.21X. Moody's Structured Credit Assessment for
this loan is caa3 (sca.pd), the same as last review.

The smaller loan in the pool, La Mer Hotel (formerly known as Le
Meridian, Cancun) Loan ($21 million -- 15% of pooled balance) is
secured by fee simple interest in a 213-key resort property
located in Cancun, Mexico. The property was built in 1998, and was
managed by Starwood and Hotels and Resorts at securitization. The
beachfront property was purchased by the current borrower
(Sandos), and the loan was modified and extended with a final
maturity date of December 9, 2014. As part of the modification, B
and C Notes (totaling $29.9 million) held outside of the trust
were extinguished, and amortization schedule kicked in as of
February 2012.

The loan has been in special servicing (Midland Loan Services, a
PNC Real Estate business) since July 2012. The Borrower made a
principal payment in the approximate amount of $10 million on the
maturity date and terms have been negotiated for a forbearance
agreement with the Borrower through October 2015. Loan terms will
require monthly interest and hyper amortization based on excess
cash flow at the property level.

Since the acquisition in 2012, the borrower has been covering all
operating deficits. The property did not generate a positive cash
flow despite having posting profit in the first seven months of
2013. The property's net operating income (NOI) for the first six
months of 2014 was approximately $2.1 million, up from $477,000
achieved during the same period in 2013. Moody's LTV for the
pooled debt is 133% and Moody's Structured Credit Assessment is
caa3 (sca.pd), the same as last review.

In addition, as the collateral for this loan is located outside of
the US, it is subject to Moody's Local-Currency Bond Ceilings that
reflect all country risks -- including economic, financial,
political, and legal -- that, taken together, constrain local-
currency ratings of domiciled obligors or locally-originated
structured transactions. Mexico's Local-Currency Bond Ceiling is
currently Aa3. Mexico's A3 sovereign rating was upgraded from Baa1
in February 2014.

Moody's weighted average pooled trust LTV ratio is 109%, compared
to 93% at the last review. Moody's weighted average stressed DSCR
for the pooled trust is at 1.03X, compared to 1.28X at the last
review. The trust has experienced a total of $52 million in
cumulative losses affecting Classes J, K, L, M-JPM, and N-HRO. And
there are outstanding interest shortfalls totaling $749,970
affecting Classes G, H, J, L, M-HRO, and N-HRO.


NEWCASTLE CDO VIII: Fitch Cuts Rating on Cl. XII Secs. to 'CCsf'
----------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed eight classes of
Newcastle CDO VIII 1, Ltd./Newcastle CDO VIII 2, Ltd./ Newcastle
CDO VIII, LLC (collectively, Newcastle CDO VIII).

KEY RATING DRIVERS

The downgrade to class XII reflects an increase in expected losses
associated with the defaulted assets and Fitch assets of concern.
The affirmation of the remaining classes reflects sufficient
credit enhancement relative to Fitch's base case loss expectation
of 66.1%, an increase from 41.9% at the last rating action.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines. The combined percentage of defaulted assets and Fitch
assets of concern has increased to 40.2% from 17.9% at the last
rating action.

Since the last rating action and as of the November 2014 trustee
report, the transaction has paid down by $245.2 million from the
full repayment of 13 assets, the partial payoff of another asset,
and the amortization of several other assets in the pool. The
transaction has also realized losses of approximately $18.7
million over the same period from a partial loss on a commercial
real estate (CRE) whole loan, a partial loss on a real estate bank
loan (REBL), and a full loss on a commercial mortgage-backed
security (CMBS) bond. As of the November 2014 trustee report, all
overcollateralization (OC) and interest coverage tests were in
compliance.

As of the November 2014 trustee report and per Fitch
categorizations, the collateralized debt obligation (CDO) was
substantially invested as follows: CRE mezzanine debt (35.6%), CRE
CDOs (19.4%), REBL (17.2%), CMBS (14.3%), residential mortgage-
backed securities (RMBS: 13.3%), and principal cash (0.2%). The
CRE loan portion of the collateral (35.6%) is comprised entirely
of mezzanine debt secured by interests in non-traditional property
types including hotel (26.2%) and golf (9.4%), which typically
exhibit greater performance volatility than traditional property
types.

Under Fitch's methodology, approximately 78.7% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress. In this scenario, the modeled average cash flow
decline is 7% from the most recently available information,
generally, either from trailing 12-month (TTM) third and fourth
quarter 2013, year-end 2013, or TTM second quarter 2014. Modeled
recoveries are low at 16% due to the high percentage of
subordinate CRE debt.

The largest component of Fitch's base case loss expectation is the
non-CRE loan portion of the collateral (64.1% of the pool), which
includes CMBS, RMBS, CRE CDO, and real estate bank loans with a
Fitch weighted average rating factor (WARF) of 'B-/CCC+', which
has remained the same since the last rating action.

The second largest component of Fitch's base case loss expectation
is a mezzanine loan (12%) secured by an interest in a portfolio
that was initially comprised of 12 full service hotels totaling
4,718 keys located in Puerto Rico, Jamaica, and Florida.
Performance has remained significantly below underwritten
expectations at issuance. Fitch modeled a term default and a full
loss on this overleveraged position in its base case scenario.

The third largest component of Fitch's base case loss expectation
is a mezzanine loan (9.4%) secured by an interest in a portfolio
of golf courses located across the United States. Fitch modeled a
term default and a full loss on this overleveraged position in its
base case scenario.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs', which applies stresses to property
cash flows and debt service coverage ratio tests to project future
default levels for the underlying portfolio. Recoveries for the
CRE loan portion of the collateral are based on stressed cash
flows and Fitch's long-term capitalization rates. The non-CRE loan
portion of the collateral was analyzed in the Portfolio Credit
Model according to the 'Global Rating Criteria for Structured
Finance CDOs'. The combined default levels were then compared to
the breakeven levels generated by Fitch's cash flow model of the
CDO under the various default timing and interest rate stress
scenarios, as described in the report 'Global Rating Criteria for
Structured Finance CDOs'. The breakeven rates for classes II
through III are generally consistent with the ratings listed
below.

The 'CCCsf' and below ratings for classes V through XII are based
on a deterministic analysis that considers Fitch's base case
expected loss for the pool and the current percentage of defaulted
assets and Fitch Loans of Concern factoring in anticipated
recoveries relative to each class' credit enhancement.

Newcastle CDO VIII is a CRE CDO managed by Newcastle Investment
Corp. The CDO exited its reinvestment period in November 2011. The
CDO was originally issued as a $950 million CRE CDO; however, in
April and September 2009, notes with a face amount totaling $80.19
million were surrendered to the trustee for cancellation, which
has resulted in greater cushion to the OC ratios.

RATING SENSITIVITIES

The CDO's asset manager, Newcastle Investment Corp., did not
provide updated information on the CRE mezzanine debt and real
estate bank loan collateral (representing 52.8% of the pool)
despite repeated requests. Fitch made conservative assumptions in
its modeling based on the limited information available and on the
publicly available information on the remaining 47% of the pool,
which is comprised of CRE CDO, CMBS, and RMBS bonds. While the
information available for Fitch's rating actions today are
sufficient relative to the rating decision, the lack of updated
information, in addition to the increasing concentration of the
pool and risk of adverse selection, precluded any potential
consideration for upgrades of the senior class. Furthermore, with
continued lack of updated information from the asset manager,
downgrades may be possible.

The Rating Outlook for class II was revised to Stable from
Negative to reflect the class' seniority in the liability
structure, the increasing credit enhancement, and the expected
continued paydown of the class. The Rating Outlook for class III
was revised to Stable from Negative as well due to improving
credit enhancement and cushion in the modeling. The distressed
classes (those rated 'CCC' and below) are subject to further
downgrades as losses are realized or if realized losses exceed
Fitch's expectations.

Fitch has downgraded the following class:

-- $29.3 million class XII to 'CCsf' from 'CCCsf'; RE 0%.

In addition, Fitch has affirmed and revised Rating Outlooks, where
indicated, on the following classes:

-- $39.8 million class II at 'BBsf'; Outlook to Stable from
   Negative;
-- $42.8 million class III at 'Bsf'; Outlook to Stable from
   Negative;
-- $28.5 million class V at 'CCCsf'; RE 0%;
-- $22.6 million class VIII at 'CCCsf'; RE 0%;
-- $6 million class IX-FL at 'CCCsf'; RE 0%;
-- $7.6 million class IX-FX at 'CCCsf'; RE 0%;
-- $18.7 million class X at 'CCCsf'; RE 0%;
-- $24.1 million class XI at 'CCCsf'; RE 0%.

Class S, I-A, I-AR, and I-B have paid in full. Fitch previously
withdrew the ratings on classes IV, VI, and VII. Fitch does not
rate the Preferred Shares.


NEWCASTLE CDO IX: Fitch Affirms 'CCCsf' Rating on Class L Secs.
---------------------------------------------------------------
Fitch Ratings has affirmed all classes of Newcastle CDO IX Ltd./
LLC.

Key Rating Drivers

The affirmation reflects sufficient credit enhancement relative to
Fitch's base case loss expectation of 56.3%, an increase from
37.9% at the last rating action. Fitch's performance expectation
incorporates prospective views regarding commercial real estate
market value and cash flow declines.

Since the last rating action and as of the November 2014 trustee
report, the transaction has paid down by $140.9 million from the
full repayment of four assets, the partial payoff of another
asset, and the amortization of several other assets in the pool.
The transaction has also realized losses of $5.1 million over the
same period from partial losses on a B-note and a real estate bank
loan. As of the December 2013 trustee report, all
overcollateralization (OC) and interest coverage tests were in
compliance.

As of the November 2014 trustee report and per Fitch
categorizations, the collateralized debt obligation (CDO) was
substantially invested as follows: commercial real estate (CRE)
mezzanine debt (34.6%), REBL (15.8%), CRE CDOs (14.9%), commercial
mortgage-backed securities (CMBS; 12.7%), preferred equity
(12.3%), B-notes (5.5%), whole loans/A-notes (4%), principal cash
(0.1%), and residential mortgage-backed securities (RMBS; 0.1%).
The CRE loan portion of the collateral is comprised mostly of
subordinate debt (52.4% is comprised of mezzanine debt, B-notes,
or preferred equity) and of non-traditional property types, which
include hotel (16.4%), construction (12.3%), and golf (9.7%), all
of which typically exhibit greater performance volatility and
uncertainty than traditional property types.

The percentages of defaulted assets and Fitch Loans of Concern
have increased to 3.2% and 45.7%, respectively, compared to 2.4%
and 27.6% at the last rating action. Two assets (3.2%), both
secured by the same property, were reported as defaulted, which
include one CMBS rake bond (0.5%) and a mezzanine loan (2.7%).

Under Fitch's methodology, approximately 62.1% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress. In this scenario, the modeled average cash flow
decline is 7% from the most recently available information,
generally, either from trailing 12-month (TTM) third and fourth
quarter 2013, year-end 2013, or TTM second quarter 2014. Modeled
recoveries are below average at 9.2% due to the high percentage of
subordinate debt.

The largest component of Fitch's base case loss expectation is the
non-CREL portion of the collateral (43.5% of the pool), which
includes CMBS, RMBS, CRE CDO, and real estate bank loans with a
Fitch weighted average rating factor (WARF) of 'B/B-', which has
remained the same since the last rating action.

The second largest component of Fitch's base case loss expectation
is preferred equity (12.3%) on a construction project of a super-
regional mall and retail/entertainment facility located in East
Rutherford, New Jersey. The project's original business plan was
stalled due to the economic downturn and multiple delays and cost
overruns. A replacement developer has been selected and
negotiations to secure minimum financing to continue the
construction of the project remain in progress. The original loan
was restructured whereby the existing lender debt in the CDO was
subordinated to additional debt from new construction financing
and new equity contributions by the replacement developer.

The third largest component of Fitch's base case loss expectation
is a mezzanine loan (9.7%) secured by an interest in a portfolio
of golf courses located across the United States. Fitch modeled a
term default and a full loss on this overleveraged position in its
base case scenario.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs', which applies stresses to property
cash flows and debt service coverage ratio tests to project future
default levels for the underlying portfolio. Recoveries for the
CRE loan portion of the collateral are based on stressed cash
flows and Fitch's long-term capitalization rates. The non-CRE loan
portion of the collateral was analyzed in the Portfolio Credit
Model according to the 'Global Rating Criteria for Structured
Finance CDOs'. The combined default levels were then compared to
the breakeven levels generated by Fitch's cash flow model of the
CDO under the various default timing and interest rate stress
scenarios, as described in the report 'Global Rating Criteria for
Structured Finance CDOs'. The breakeven rates for classes A-2
through G are generally consistent with the ratings listed below.

The 'CCCsf' ratings for classes H through L are based on a
deterministic analysis that considers Fitch's base case expected
loss for the pool and the current percentage of defaulted assets
and Fitch Loans of Concern factoring in anticipated recoveries
relative to each class' credit enhancement.

Newcastle CDO IX is a CRE CDO managed by Newcastle Investment
Corp. The CDO exited its reinvestment period in May 2012. The CDO
was originally issued as an $825 million CRE CDO; however, in
April and September 2009, notes with a face amount of $64.525
million were surrendered to the trustee for cancellation, which
has resulted in greater cushion to the OC ratios.

RATING SENSITIVITIES

The CDO's asset manager, Newcastle Investment Corp., did not
provide updated information on the CRE loans and real estate bank
loan collateral (representing 72.1% of the pool) despite repeated
requests. Fitch made conservative assumptions in its modeling
based on the limited information available and on the publicly
available information on the remaining 27.7% of the pool, which is
comprised of CRE CDO, CMBS, and RMBS bonds. While the information
available for Fitch's rating actions today are sufficient relative
to the rating decision, the lack of updated information, in
addition to the increasing concentration of the pool and risk of
adverse selection, precluded any potential consideration for
upgrades of the senior class. Furthermore, with continued lack of
updated information from the asset manager, downgrades may be
possible.

The Rating Outlook for class A-2 remains Stable to reflect the
class' seniority in the liability structure, the increasing credit
enhancement, and the expected continued paydown of the class. The
Rating Outlook for class B was revised to Stable from Negative as
well due to improving credit enhancement and cushion in the
modeling.

The Negative Outlooks on classes E through G reflects the pool's
collateral concentrations and the potential for future downgrades
if there is deterioration in loan performance or if the ratings of
the underlying rated securities migrate downward. The distressed
classes (those rated 'CCCsf') are subject to further downgrades as
losses are realized or if realized losses exceed Fitch's
expectations.

Fitch has affirmed and revised Rating Outlooks, where indicated,
on the following classes:

-- $85.7 million class A-2 at 'BBsf'; Outlook Stable;
-- $37.1 million class B at 'BBsf'; Outlook to Stable from
   Negative;
-- $24.8 million class E at 'BBsf'; Outlook Negative;
-- $18.6 million class F at at 'Bsf'; Outlook Negative;
-- $11.3 million class G at 'Bsf'; Outlook Negative;
-- $18.1 million class H at 'CCCsf'; RE 0%;
-- $21.7 million class J at 'CCCsf'; RE 0%;
-- $19.6 million class K at 'CCCsf'; RE 0%;
-- $23.7 million class L at 'CCCsf'; RE 0%.

Class S and class A-1 have paid in full. Fitch has previously
withdrawn the ratings on classes C and D. Fitch does not rate
class M and the preferred shares.


PEAKS CLO 1: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Peaks
CLO 1 Ltd./Peaks CLO 1 LLC's $127.75 million floating-rate notes
following the transaction's effective date as of Nov. 13, 2014.

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

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

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

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of S&P's criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to 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 added.

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

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

RATINGS AFFIRMED

Peaks CLO 1 Ltd./Peaks CLO 1 LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                      72.15
B                          AA (sf)                       16.00
C (deferrable)             A (sf)                        17.25
D (deferrable)             BBB (sf)                       9.75
E (deferrable)             BB (sf)                        8.50
F (deferrable)             B (sf)                         4.10


PHOENIX CLO II: Moody's Affirms Ba3 Rating on Cl. D-2 Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Phoenix CLO II, Ltd.:

  $65,300,000 Class B Second Priority Deferrable Floating Rate
  Notes Due 2019, Upgraded to A1 (sf); previously on February 20,
  2014 Upgraded to A3 (sf)

  $16,000,000 Class C-1 Third Priority Deferrable Floating Rate
  Notes Due 2019, Upgraded to Baa2 (sf); previously on February
  20, 2014 Upgraded to Baa3 (sf)

  $5,500,000 Class C-2 Third Priority Deferrable Fixed Rate Notes
  Due 2019, Upgraded to Baa2 (sf); previously on February 20,
  2014 Upgraded to Baa3 (sf)

  $1,700,000 Class 3 Combination Notes Due 2019 (current rated
  balance of $817,623.53 as calculated by Moody's), Upgraded to
  Aaa (sf); previously on February 20, 2014 Upgraded to Aa3 (sf)

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

  $499,600,000 Class A Senior Secured Floating Rate Notes Due
  2019 (current outstanding balance of $333,224,134.88), Affirmed
  Aaa (sf); previously on February 20, 2014 Affirmed Aaa (sf)

  $24,100,000 Class D-1 Fourth Priority Deferrable Floating Rate
  Notes Due 2019 (current outstanding balance of $22,050,327.30),
  Affirmed Ba3 (sf); previously on February 20, 2014 Affirmed Ba3
  (sf)

  $1,500,000 Class D-2 Fourth Priority Deferrable Fixed Rate
  Notes Due 2019 (current outstanding balance of $1,372,427.50),
  Affirmed Ba3 (sf); previously on February 20, 2014 Affirmed Ba3
  (sf)

Phoenix CLO II, Ltd., issued in March 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans, with some exposure to CLO tranches. The
transaction's reinvestment period ended in April 2014.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since July 2014. The Class A notes have
been paid down by approximately 31% or $148.3 million since that
time. Based on the trustee's November 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B, Class C
and Class D notes are reported at 140.25%, 117.27%, 111.27% and
105.39%, respectively, versus July 2014 levels of 127.84%,
112.58%, 108.32% and 104.03%, respectively.

The rating action on the Class 3 Combination Notes reflects the
continued reduction in the Rated Balance of the notes, which has
paid down from excess proceeds coming from its Class B Component
and Class 3 Subordinated Notes Component distributions. The Rated
Balance of the notes has been reduced by $0.07 million or 8% since
July 2014.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on the trustee's November 2014
report, securities that mature after the notes do currently make
up approximately 7.7% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

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

Moody's Adjusted WARF -- 20% (1995)

Class A: 0

Class B: +3

Class C-1: +2

Class C-2: +2

Class D-1: +1

Class D-2: +2

Class 3 Combination: 0

Moody's Adjusted WARF + 20% (2993)

Class A: 0

Class B: -2

Class C-1: -2

Class C-2: -2

Class D-1: -1

Class D-2: -1

Class 3 Combination: -2

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $464.7 million, defaulted
par of $15.8 million, a weighted average default probability of
13.84% (implying a WARF of 2494), a weighted average recovery rate
upon default of 50.77%, a diversity score of 47 and a weighted
average spread of 2.9 %(before accounting 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.


SALEM STREET: S&P Assigns Prelim. BB Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Salem Street CLO Ltd./Salem Street CLO Corp.'s $324.00
million floating-rate notes.

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

The preliminary ratings are based on information as of Dec. 18,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (excluding excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which 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 0.2336%-11.7887%.

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

   -- The transaction's interest diversion test, a failure of
      which will lead to the reclassification of up to 50% of the
      excess interest proceeds that are available before paying
      subordinate collateral manager fees, uncapped administrative
      expenses, collateral manager incentive fees, and
      subordinated note payments, as principal proceeds to
      purchase additional collateral assets during the
      reinvestment period.

PRELIMINARY RATINGS ASSIGNED

Salem Street CLO Ltd./Salem Street CLO Corp.

Class                  Rating            Amount
                                        (mil. $)
A-X                    AAA (sf)           2.00
A-1                    AAA (sf)          225.00
B                      AA (sf)            46.00
C (deferrable)         A (sf)             20.00
D (deferrable)         BBB (sf)           16.00
E (deferrable)         BB (sf)            15.00
Subordinated notes     NR                 31.00

NR--Not rated.


SCHOONER TRUST 2007-8: Moody's Rates Class L Certificates 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on 14 classes
in Schooner Trust Commercial Mortgage Pass-Through Certificates,
Series 2007-8 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Jan 29, 2014 Affirmed
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jan 29, 2014 Affirmed
Aaa (sf)

Cl. A-J, Affirmed Aaa (sf); previously on Jan 29, 2014 Affirmed
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Jan 29, 2014 Affirmed Aa2
(sf)

Cl. C, Affirmed A2 (sf); previously on Jan 29, 2014 Affirmed A2
(sf)

Cl. D, Affirmed Baa2 (sf); previously on Jan 29, 2014 Affirmed
Baa2 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Jan 29, 2014 Affirmed
Baa3 (sf)

Cl. F, Affirmed Ba1 (sf); previously on Jan 29, 2014 Affirmed Ba1
(sf)

Cl. G, Affirmed Ba2 (sf); previously on Jan 29, 2014 Affirmed Ba2
(sf)

Cl. H, Affirmed Ba3 (sf); previously on Jan 29, 2014 Affirmed Ba3
(sf)

Cl. J, Affirmed B1 (sf); previously on Jan 29, 2014 Affirmed B1
(sf)

Cl. K, Affirmed B3 (sf); previously on Jan 29, 2014 Affirmed B3
(sf)

Cl. L, Affirmed Caa1 (sf); previously on Jan 29, 2014 Affirmed
Caa1 (sf)

Cl. XC, Affirmed Ba3 (sf); previously on Jan 29, 2014 Affirmed Ba3
(sf)

Ratings Rationale

The ratings on P&I classes A-1 through J 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 K and L were affirmed because the
ratings are consistent with Moody's expected loss.

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

Moody's rating action reflects a base expected loss of 1.7% of the
current balance compared to 1.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.3% of the
original pooled balance compared to 1.1% 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 "Approach to
Rating US and Canadian Conduit/Fusion CMBS" published in December
2014.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v3.0, which
it uses for both conduit and fusion transactions. Credit
enhancement levels for conduit loans 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). Moody's fuses the conduit results with
the results of its analysis of investment grade structured credit
assessed loans and any conduit loan that represents 10% or greater
of the current pool balance.

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 22, compared to 20 at Moody's last review.

Deal Performance

As of the December 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 25% to $388 million
from $518 million at securitization. The certificates are
collateralized by 51 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans constituting 60% of
the pool. Two loans, constituting 12% of the pool, have
investment-grade structured credit assessments.

Four loans, constituting 11% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

No loans have been liquidated from the pool and no loans are
currently in special servicing

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

Moody's received full year 2013 operating results for 78% of the
pool. Moody's weighted average conduit LTV is 87%, the same as
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 11% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.38X and 1.19X,
respectively, compared to 1.40X 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 first loan with a structured credit assessment is The Atrium
on Bay A-Note ($38.3 million -- 9.9% of the pool), which is
secured by 1.05 million square foot (SF) office/retail complex
located in the central business district of Toronto, Ontario. The
loan represents a 33% pari passu interest in a $115 million first
mortgage. A $74 million B-note held outside the trust also
encumbers the property. The property was 97% leased as of December
2014. Moody's structured credit assessment and stressed DSCR are
a1 (sca) and 1.87X, respectively, compared to a3 (sca) and 1.80X
at the last review.

The second loan with a structured credit assessment is the 107
Woodlawn Road West loan ($7 million -- 1.8% of the pool), which is
secured by a 618,400 SF industrial property located in Guelph,
Ontario. The property is 100% leased to Synnex Canada, a
distributor of technology products to resellers, through February
2019. The loan is amortizing on a 15 year schedule and has paid
down by 40% since securitization. Moody's structured credit
assessment and stressed DSCR are aa3 (sca) and 2.31X,
respectively, compared to aa3 (sca) and 2.10X at the last review.

The top three conduit loans represent 25% of the pool balance. The
largest loan is the Londonderry Mall A-Note ($46 million -- 12% of
the pool), which is secured by a 777,032 SF anchored regional
shopping center in Edmonton, Alberta. The loan represents a 67%
pari passu interest in a $70 million first mortgage. In September
2014, the borrower requested a RAC for a $130 million
redevelopment of the property. The redevelopment will include
renovations of common areas and other capital improvements.
Moody's LTV and stressed DSCR are 91% and 1.01X, respectively,
compared to 92% and 0.99X at the last review.

The second largest loan is the Mega Centre Cote-Vertu Loan ($25
million -- 6.4% of the pool), which is secured by a 277,477 SF
anchored retail center located in Montreal, Quebec. The property
is 68% leased as of May 2014, compared to 100% at prior review.
Moody's LTV and stressed DSCR are 104% and 0.88X, respectively,
same as the last review.

The third largest loan is the Atrium II Loan ($25 million -- 6.4%
of the pool), which is secured by a 9-story, Class B multi-tenant
office building in downtown Calgary, Alberta. The property is
owned by Dundee REIT. As of February 2014, the property was 79%
leased compared to 86% at last review. Moody's LTV and stressed
DSCR are 123% and 0.79X, respectively, compared to 115% and 1.09X
at the last review.


STONE TOWER II: Moody's Hikes Rating on Cl. A-2L Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded the rating on notes issued
by Stone Tower CDO II Ltd.:

$21,000,000 Class A-2L Floating Rate Notes Due November 2040
(current outstanding balance of $17,714,641), Upgraded to Ba2
(sf); previously on June 23, 2014 Upgraded to B2 (sf).

Stone Tower CDO II Ltd., issued in October 2005, is a
collateralized debt obligation backed primarily by a portfolio of
CLOs originated from 2005 to 2007, with exposure to CSO and CRE
CDO securities.

Ratings Rationale

The rating action is due primarily to the deleveraging of the
senior notes and an increase in the transaction's over-
collateralization (OC) ratio. Since June 2014, the Class A-1LB
notes have paid in full and the Class A-2L notes have paid down by
approximately 19.7% or $4.3 million. The paydown includes
repayment of $1.2 million of the Class A-2L note deferred interest
balance. Based on Moody's calculations, the Class A-2L OC ratio is
127.10%, versus 113.10% in June 2014.

Nevertheless, the credit quality of the portfolio has deteriorated
since June 2014. Based on the trustee's November 2014 report, the
weighted average rating factor is currently 1074 compared to 874
in June 2014.

The trustee reported that, on July 27, 2009, the transaction
experienced an "Event of Default" when the issuer failed to
satisfy the Class A notes' overcollateralization ratio test
because the ratio declined below 95%, the minimum required under
the 12 October 2005 indenture. Holders of at least 66 2/3 % of the
controlling class have directed the trustee to declare the notes
immediately due and payable. As a result of the acceleration, the
Class A-2L notes will receive all interest and principal proceeds
until they are paid in full. On the transaction's November 2014
payment date, the Class A-1LB notes were repaid in full and the
Class A-2L notes became the most senior tranche. The Event of
Default continues.

Methodology Underlying the Rating Action

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

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

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

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

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

3) Recovery of defaulted assets: The amount of recoveries received
from defaulted assets reported by the trustee and those that
Moody's assumes as having defaulted as well as the timing of these
recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming limited recoveries, and therefore,
realization of any recoveries exceeding Moody's expectation in the
future would positively impact the notes' ratings.

Loss and Cash Flow Analysis:

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM(TM) v.2.14 to model the loss distribution for SF CDOs. The
simulated defaults and recoveries for each of the Monte Carlo
scenarios define the reference pool's loss distribution. Moody's
then uses the loss distribution as an input in the CDOEdge(TM)
cash flow model.

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

Ba1 and below ratings notched up by two rating notches (689):

Class A-2L: +1

Class A-3L: 0

Class B-1L: 0

Ba1 and below ratings notched down by two notches (1446):

Class A-2L: -1

Class A-3L: 0

Class B-1L: 0


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

  $313,350,000 Class A-1 First Priority Delayed Draw Senior
  Secured Floating Rate Notes Due 2036 (current balance of
  $245,777,848.94), Upgraded to Caa1 (sf); previously on April
  28, 2010 Downgraded to Caa3 (sf)

Taberna Preferred Funding IV, LTD., issued in December, 2005, is a
collateralized debt obligation backed by a portfolio of REIT trust
preferred securities (TruPS), CMBS and CRE CDO tranches.

Ratings Rationale

The rating action is primarily a result of deleveraging of the
Class A-1 notes and the curing of interest deferrals on some
collateral which led to an increase in the transaction's over-
collateralization ratios since February 2014.

The Class A-1 notes have paid down by approximately 16% or $46.6
million since February, using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. Furthermore, $8.3 million of CRE CDO collateral
have resumed paying interest and become performing collateral. As
a result, the Class A-1 notes' par coverage has improved to 138.4%
from 125.6% since February 2014, by Moody's calculations. Due to
the acceleration of the notes following an event of default in the
transaction in 2009, all proceeds after paying interest on the
Class A-1, A-2 and A-3 notes are used to pay down the principal of
the Class A-1 notes. The Class A-1 notes will continue to benefit
from the diversion of excess interest and the use of proceeds from
redemptions of any assets in the collateral pool.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool has having a performing par of $340.17
million, defaulted/deferring par of $134.25 million, a weighted
average default probability of 57.42% (implying a WARF of 4342),
and a weighted average recovery rate upon default of 10.07%. 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.

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

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

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

Loss and Cash Flow Analysis:

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 REIT companies. For REIT TruPS that do not have
public ratings, Moody's REIT group assesses their credit quality
using the REIT firms' annual financials.

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

Assuming a two-notch upgrade to assets with below-investment grade
ratings or rating estimates (WARF of 2536)

Class A-1: +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 5182)

Class A-1: -2

Class B-1: 0

Class B-2: 0


WAVE 2007-1: Moody's Cuts Ratings on 6 Swap Transactions to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded six Swaps issued by WAVE
2007-1, Collateralized Debt Obligations ("Wave 2007-1"):

A740388 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

A740308 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

A740338 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

A740358 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

A740368 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

A740378 swap transaction, Downgraded to Ba1 (sf); previously on
Jan 8, 2014 Downgraded to Baa1 (sf)

Moody's has also affirmed five ratings of notes issued by WAVE
2007-1:

Cl. A-1, Affirmed Ca (sf); previously on Jan 8, 2014 Affirmed Ca
(sf)

Cl. A-2, Affirmed Ca (sf); previously on Jan 8, 2014 Affirmed Ca
(sf)

Cl. B, Affirmed Ca (sf); previously on Jan 8, 2014 Affirmed Ca
(sf)

Cl. C, Affirmed Ca (sf); previously on Jan 8, 2014 Affirmed Ca
(sf)

Cl. D, Affirmed Ca (sf); previously on Jan 8, 2014 Affirmed Ca
(sf)

Ratings Rationale

The downgrades are due to increases in the underperformance of the
collateral pool as a result of interest shortfalls. Interest
shortfalls create stress on the ability of the transaction to make
payments to the six upfront swaps. Additionally, the transaction
is experiencing increased collateral risk as evidenced by increase
in the weighted average rating factor (WARF) and a decrease in the
weighted average recovery rate (WARR). The affirmations are due to
key transaction metrics being commensurate with existing ratings.
The rating actions are the result of Moody's on-going surveillance
of commercial real estate collateralized debt obligation (CRE CDO
and Re-Remic) transactions.

Wave 2007-1 is a static cash transaction backed by a portfolio of
commercial mortgage backed securities (CMBS). As of the November
20, 2014 trustee report, the aggregate note balance of the
transaction has decreased to $591.9 million from $2 billion at
issuance. The pro-rata reduction in the note balances since
transaction issuance is due to in-kind redemptions in September
2011, June 2013 and July 2014. There have been no pay-downs or
losses to the collateral pool to date.

On April 19, 2010, Moody's assigned ratings to six upfront swaps
(collectively the "Swaps") in the WAVE 2007-1 transaction. Each of
the Swaps is dated as of June 18, 2007 and each is between SMBC
Capital Markets, Inc. (the "Swap Counterparty") and the Trust.
Moody's ratings address the risk posed to the Swap Counterparty on
an expected loss basis arising from the inability of the Trust to
honor its obligations under the Swaps. The ratings take into
account the rating of the Swap Counterparty, the transactions'
legal structure and the characteristics of the collateral pool of
the trust. The rating downgrade action is the result of realized
and projected interest shortfalls on the underlying collateral.
The diminished interest proceeds poses risks to the funds
available to pay the future payment obligations under the Swaps.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 5354,
compared to 4831 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Baa1-Baa3 and 1.6% compared to 1.6% at
last review, Ba1-Ba3 and 4.6% compared to 6.1% at last review, B1-
B3 and 36.2% compared to 39.2% at last review, Caa1-Ca/C and 57.6%
compared to 53.1% at last review.

Moody's modeled a WAL of 2.7 years, compared to 3.0 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral look-through loan exposures.

Moody's modeled a fixed WARR of 4.2%, compared to 8.0% at last
review.

Moody's modeled a MAC of 100%, compared to 0.0% at last review.

Methodology Underlying the Rating Action:

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

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

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

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the recovery rates of the underlying collateral and
credit assessments. Increasing the recovery rates by 5% would
result in an average modeled rating movement on the rated notes of
one to three notches (e.g., one notch up implies a ratings
movement of Ba1 to Baa3). Decreasing the recovery rates to 0%
would result in an average modeled rating movement on the rated
notes of one to seven notches (e.g., one notch down implies a
ratings movement of Baa3 to Ba1).

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


WELLS FARGO 2011-C2: Fitch Affirms B Rating on Cl. F Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed 10 classes of Wells Fargo Bank, N.A.
(WFRBS) Commercial Mortgage Trust 2011-C2, commercial mortgage
pass-through certificates.

KEY RATING DRIVERS

The affirmations are the result of stable performance of the
underlying collateral since issuance. There is one loan in special
servicing (0.8%) which Fitch has designated as a Loan of Concern.

As of the November 2014 distribution date, the pool's aggregate
principal balance has been reduced by 4.8% to $1.24 billion from
$1.3 billion at issuance. Per the servicer reporting, seven loans
(13.2% of the pool) are defeased. Interest shortfalls are
currently affecting class G.

The specially serviced loan (0.8% of the pool) is secured by two
office buildings with an aggregate of 85,910 square feet (sf)
located in Reston, VA. The property experienced significant
rollover in 2012 when three tenants comprising 40.5% of the net
rentable area (NRA) vacated. The special servicer reported the
approval of recent leases that will increase occupancy to 76% from
55%, once the build-out is completed. Additionally, the special
servicer expects the debt service coverage ratio (DSCR) to
increase to 0.87x with the new leases in place. This loan remains
current as of the November 2014 remittance date and the borrower
is still in negotiations with the special servicer.

The largest loan in the pool (12.9% of the pool), Hollywood &
Highland, is secured by a 458,686 sf retail and entertainment
center located Los Angeles, CA. The property is anchored by Dolby
Theater (formerly known as the Kodak Theater) and includes a grand
ballroom, restaurants, night clubs and a bowling alley. The
property's performance declined in 2012 after the Cirque du Soleil
show closed following its failure to generate significant cash
flows. Although a 10-year lease agreement was signed in the fall
of 2011 with Cirque du Soleil, no termination fee was required for
show closure. After Cirque du Soleil's last show in January 2013,
the borrower has reported booking 120 replacement event dates at
the theater for 2013 and 190 in 2014. In addition, the borrower's
goal is to book over 252 rental days in the theater for 2015. The
servicer-reported occupancy and DSCR as of year-end 2013 was 86.4%
and 1.81x, respectively.

RATING SENSITIVITY

Rating Outlooks on classes A-1 through F remain Stable due to
stable performance. No near-term rating actions are anticipated
assuming the current performance trends continue. Initial Key
Rating Drivers and Rating Sensitivity are further described in the
New Issue report 'WF-RBS Commercial Mortgage Trust 2011-C2'
published on Feb. 8, 2011.

Fitch affirms the following classes as indicated:

-- $15.5 million class A-1 at 'AAAsf'; Outlook Stable;
-- $383.4 million class A-2 at 'AAAsf'; Outlook Stable;
-- $122.4 million class A-3 at 'AAAsf'; Outlook Stable;
-- $493.2 million class A-4 at 'AAAsf'; Outlook Stable;
-- $1,014 billion* class X-A at 'AAAsf'; Outlook Stable:
-- $39 million class B at 'AAsf'; Outlook Stable;
-- $43.9 million class C at 'Asf'; Outlook Stable;
-- $68.2 million class D at 'BBB-sf'; Outlook Stable;
-- $21.1 million class E at 'BBsf'; Outlook Stable;
-- $14.6 million class F at 'Bsf'; Outlook Stable.


* Moody's Takes Action on $23.7MM Alt-A RMBS Issued 2001-2003
-------------------------------------------------------------
Moody's Investors Service, on Dec. 18, 2014, downgraded the
ratings of 12 tranches from three transactions backed by Alt-A
RMBS loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: RALI Series 2003-QS12 Trust

A-1, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

A-2, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

A-2A, Downgraded to Ba3 (sf); previously on Oct 15, 2012
Downgraded to Ba1 (sf)

A-3, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

A-4, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

A-5, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

A-P, Downgraded to Ba3 (sf); previously on Oct 15, 2012 Downgraded
to Ba1 (sf)

Issuer: RALI Series 2003-QS23 Trust

Cl. A-1, Downgraded to B1 (sf); previously on Oct 15, 2012
Downgraded to Ba2 (sf)

Cl. A-P, Downgraded to B1 (sf); previously on Oct 15, 2012
Downgraded to Ba2 (sf)

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

Issuer: Structured Asset Mortgage Investments Trust 2001-4

Cl. A-1, Downgraded to B1 (sf); previously on Jul 5, 2012
Downgraded to Ba2 (sf)

Underlying Rating: Downgraded to B1 (sf); previously on Jul 5,
2012 Downgraded to Ba2 (sf)

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B2,
Outlook Stable on May 21, 2014)

Cl. A-2, Downgraded to B1 (sf); previously on Jul 5, 2012
Downgraded to Ba2 (sf)

Underlying Rating: Downgraded to B1 (sf); previously on Jul 5,
2012 Downgraded to Ba2 (sf)

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B2,
Outlook Stable on May 21, 2014)

RATINGS RATIONALE

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

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 5.8% in November 2014 from
7.0% in November 2013. Moody's forecasts an unemployment central
range of 5% to 6% for the 2015 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 2015. Lower increases than
Moody's expects or decreases could lead to negative rating
actions.


* Moody's Lowers Rating on $323.8MM Alt-A RMBS Issued 2005-2006
---------------------------------------------------------------
Moody's Investors Service, on Dec. 18, 2014, downgraded the
ratings of 33 tranches from seven transactions, backed by Alt-A
RMBS loans, issued by multiple issuers. In addition, Moody's has
downgraded the rating of Class A-1 issued by First Horizon
Alternative Mortgage Securities Trust 2006-RE2. This
resecuritization is backed by Class I-A-1 issued by First Horizon
Alternative Mortgage Securities Trust 2005-FA2.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2005-10

Cl. 5-A-1, Downgraded to Ba3 (sf); previously on Aug 8, 2012
Downgraded to Ba1 (sf)

Cl. 6-A-1, Downgraded to B2 (sf); previously on Aug 8, 2012
Downgraded to B1 (sf)

Cl. 15-IO, Downgraded to B2 (sf); previously on Aug 8, 2012
Downgraded to B1 (sf)

Cl. CB-IO, Downgraded to Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa1 (sf)

Issuer: Banc of America Alternative Loan Trust 2005-4

Cl. 2-A-1, Downgraded to B2 (sf); previously on Apr 19, 2013
Downgraded to Ba3 (sf)

Cl. 15-IO, Downgraded to B2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. CB-1, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-2, Downgraded to Caa2 (sf); previously on Apr 19, 2013
Downgraded to Caa1 (sf)

Cl. CB-3, Downgraded to Caa2 (sf); previously on Apr 19, 2013
Downgraded to Caa1 (sf)

Cl. CB-4, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-6, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-7, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-8, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-IO, Downgraded to Caa2 (sf); previously on Apr 19, 2013
Downgraded to Caa1 (sf)

Issuer: Banc of America Alternative Loan Trust, Mortgage Pass-
Through Certificates, Series 2005-8

Cl. 3-CB-1, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. 4-A-1, Downgraded to B2 (sf); previously on Apr 26, 2010
Downgraded to B1 (sf)

Cl. 5-A-1, Downgraded to Caa1 (sf); previously on Apr 26, 2010
Downgraded to B3 (sf)

Cl. 15-IO, Downgraded to B2 (sf); previously on Apr 26, 2010
Downgraded to B1 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-J8

Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. PO-B, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. X-B, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2005-
FA2

Cl. I-A-1, Downgraded to Caa2 (sf); previously on Sep 16, 2010
Downgraded to Caa1 (sf)

Cl. I-A-2, Downgraded to Caa2 (sf); previously on Sep 16, 2010
Downgraded to Caa1 (sf)

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

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

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

Cl. II-A-PO, Downgraded to Caa1 (sf); previously on Sep 16, 2010
Downgraded to B3 (sf)

Cl. II-A-1, Downgraded to Caa1 (sf); previously on Sep 16, 2010
Downgraded to B3 (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2006-
RE2

Cl. A-1, Downgraded to Caa2 (sf); previously on Oct 26, 2010
Downgraded to Caa1 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR25

Cl. 2-A-2-1, Downgraded to Caa3 (sf); previously on Apr 30, 2010
Downgraded to Caa2 (sf)

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2005-7

Cl. 2-CB-1, Downgraded to Caa2 (sf); previously on Oct 1, 2010
Upgraded to Caa1 (sf)

Cl. 2-CB-4, Downgraded to Caa2 (sf); previously on Oct 1, 2010
Upgraded to Caa1 (sf)

Cl. 2-CB-5, Downgraded to Caa2 (sf); previously on Oct 1, 2010
Upgraded to Caa1 (sf)

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

Ratings Rationale

The rating actions are a result of the recent performance of the
underlying pool and reflect Moody's updated loss expectation on
the pool. The ratings downgraded are a result of eroding
enhancement, weaker performance of the collateral and the
realignment of the ratings since the bonds pay pro-rata after
credit support is depleted.

The rating downgrade on the resecuritization reflect the recent
performance of the underlying pool backing First Horizon
Alternative Mortgage Securities Trust 2005-FA2 and Moody's updated
loss expectations on the underlying RMBS bond.

The rating actions on Banc of America 2005-4 and Banc of America
2005-10 classes 5-A-1, 6-A-1, and 15-IO also reflect updates and
corrections to the cash-flow models used by Moody's in rating
these transactions. The modeling changes for both transactions
largely pertain to the calculation of senior percentage and cross-
collateralization post subordination depletion and calculation of
senior prepayment percentage.

The rating action on Class CB-IO from Banc of America 2005-10
reflects correction of a prior error. In accordance with Moody's
methodology for rating Interest-Only (IO) securities, the rating
of this interest-only tranche should be capped to the highest
rated tranche in the same group. In the July 23, 2013 rating
action, certain bonds from pool group 1 were downgraded to Caa2
(sf), but the rating of the CB-IO tranche was not adjusted
accordingly. The error has now been corrected, and the rating
action reflects this change.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. The
methodology used in rating First Horizon 2006-RE2 was "Moody's
Approach to Rating Resecuritizations" published in February 2014.

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 November 2014 from 7%
in November 2013. Moody's forecasts an unemployment central range
of 5% to 6% for the 2015 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 2015. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.


* Moody's Takes Action on $145MM of Prime Jumbo RMBS
----------------------------------------------------
Moody's Investors Service, on Dec. 18, 2014, downgraded the
ratings of 26 tranches backed by Prime Jumbo RMBS loans, issued by
miscellaneous issuers.

Complete rating actions are as follows:

Issuer: Banc of America Mortgage 2006-3 Trust

Cl. 1-A-15, Downgraded to Caa2 (sf); previously on Apr 11, 2013
Affirmed Caa1 (sf)

Issuer: Chase Mortgage Finance Trust Series 2006-S3

Cl. 2-A1, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

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

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

Issuer: Chase Mortgage Finance Trust Series 2006-S4

Cl. A-1, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-2, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-3, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-5, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-6, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-7, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-8, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-10, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-11, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-13, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-14, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. A-15, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-16, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-17, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-18, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Cl. A-19, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-20, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-21, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-22, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. A-23, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa2 (sf)

Cl. A-P, Downgraded to Caa3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Cl. A-X, Downgraded to Caa3 (sf); previously on Apr 18, 2013
Downgraded to Caa1 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings downgraded are due to the weaker
performance of the underlying collateral and the erosion of
enhancement available to the bonds. The rating actions for Chase
Mortgage Finance Trust Series 2006-S3 and Chase Mortgage Finance
Trust Series 2006-S4 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 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 November 2014 from
7.0% in November 2013. Moody's forecasts an unemployment central
range of 5% to 6% for the 2015 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.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
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Nothing in the TCR constitutes an offer or solicitation to buy or
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public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
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than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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