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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, April 9, 2017, Vol. 21, No. 98

                            Headlines

1776 CLO I: Moody's Affirms B2(sf) Rating on Class E Secured Notes
AMMC CLO 20: S&P Assigns 'BB' Rating on Class E Notes
ARES CLO XLIII: Moody's Assigns (P)B3(sf) Rating to Class F Notes
BEAR STEARNS 2005-PWR9: Moody's Affirms C(sf) Rating on Cl. H Debt
BEAR STEARNS 2007-PWR15: S&P Raises Rating on 3 Tranches to BB-

CARLYLE GLOBAL 2014-5: Moody's Ups Rating on Class E Notes to B2
CHICAGO SKYSCRAPER 2017-SKY: S&P Rates Class E Certificates 'BB-'
COMM 2007-C9: Moody's Affirms Ba3 Rating on Class XS Certs
COMM 2014-PAT: S&P Lowers Rating on Class E Certificates to 'B'
CREDIT SUISSE 2003-C5: Fitch Hikes Rating on Class K Debt to Bsf

CRESTLINE DENALI: Moody's Assigns (P)Ba3 Rating to Class E-2 Notes
CSFB COMMERCIAL 2006-TFL-2: Moody's Affirms Ba2 Rating on J Debt
CSFB MORTGAGE 2004-C3: Moody's Hikes Class E Certs Rating to Ca
CSMC TRUST 2017-HD: S&P Assigns 'BB-' Rating on Class E Certs
DRIVE AUTO 2017-B: S&P Assigns 'BB' Rating on Class E Notes

EASTLAND CLO: Moody's Affirms B1(sf) Rating on Class D Notes
FIRST UNION-LEHMAN 1998-C2: Moody's Affirms C Rating on Cl. L Debt
FLATIRON CLO 17: Moody's Assigns (P)Ba3(sf) Rating on Cl. E Notes
FREDDIE MAC 2017-DNA2: Fitch to Rate 12 Note Classes 'B+sf'
GALAXY CLO XXIII: S&P Assigns 'BB-' Rating on Class E Notes

GMAC COMMERCIAL 2003-C3: Moody's Affirms Ca Rating on Cl. L Debt
GREENBRIAR CLO: Moody's Affirms Ba3(sf) Rating on Class E Notes
GS MORTGAGE 2011-GC5: Moody's Affirms B2(sf) Rating on Cl. F Debt
JP MORGAN 2002-CIBC4: Moody's Affirms C(sf) Rating on Cl. E Certs
JP MORGAN 2006-LDP9: Moody's Affirms Ba1 Ratings on 2 Tranches

JP MORGAN 2007-CIBC18: S&P Lowers Rating on Cl. A-J Debt to D
JP MORGAN 2007-FL1: Fitch Puts 'CCC/sf' Rating on Watch Negative
JPMDB COMMERCIAL 2017-C5: Fitch Rates Class G-RR Debt 'Bsf'
KINGSLAND VII: Fitch Affirms 'BBsf' Rating on Class E Notes
KKR CLO 17: Moody's Assigns Ba3(sf) Rating to Class E Notes

MADISON PARK XXV: Moody's Assigns (P)B2(sf) Rating to Class E Notes
MERRILL LYNCH 2008-C1: Moody's Affirms Ba3 Rating on Cl. X Debt
MILL CITY 2017-1: Fitch Assigns 'Bsf' Rating to Class B2 Notes
MILL CITY 2017-1: Moody's Assigns Def. Ba2 Rating to Class B1 Notes
MORGAN STANLEY 2014-C15: Fitch Affirms BB- Rating on Class F Notes

MORGAN STANLEY 2015-C23: Fitch Affirms 'B-sf' Rating on Cl. F Debt
MSDW 2000-F1: Fitch Affirms & Withdraws 'Csf' Rating on Cl. G Debt
OCTAGON INVESTMENT XI: S&P Affirms 'BB+' Rating on Class D Notes
RES RE 2017-I: S&P Gives Prelim. BB- Rating to Class 13 Notes
SHELLPOINT 2017-1: Moody's Assigns Ba2(sf) Rating to Cl. B-4 Debt

SLC STUDENT 2008-2: Fitch Cuts Rating on Class B Notes to 'B-sf'
SLM STUDENT 2007-7: Fitch Lowers Ratings on 2 Tranches to Bsf
SLM STUDENT 2008-1: Fitch Lowers Ratings on 2 Tranches to Bsf
SLM STUDENT 2008-2: Fitch Lowers Ratings on 2 Tranches to Bsf
SLM STUDENT 2008-3: Fitch Lowers Ratings on 2 Tranches to Bsf

SLM STUDENT 2012-6: Fitch Lowers Rating on Class B Notes to 'Bsf'
TIAA CLO II: S&P Assigns 'BB-' Rating on Class E Notes
TRUPS FINANCIALS 2017-1: Moody's Gives Ba2(sf) Rating to Cl. B Debt
VENTURE XIII: Moody's Affirms Ba2(sf) Rating on Class E Notes
WAMU COMMERCIAL 2007-SL2: Fitch Hikes Class F Notes Rating to CC

WASATCH CLO: Moody's Affirms Ba1(sf) Rating on Cl. C Senior Notes
WELLS FARGO 2012-C8: Fitch Affirms 'Bsf' Rating on Class G Notes
WELLS FARGO 2015-C29: Fitch Affirms 'Bsf' Rating on Class F Certs
WELLS FARGO 2017-RB1: Fitch Assigns 'B-sf' Ratings on 2 Tranches
WFRBS COMMERCIAL 2011-C4: Moody's Affirms B2 Rating on Cl. G Debt

[*] Moody's Hikes $1.2BB of Subprime RMBS Issued 2005-2006
[*] Moody's Hikes $206.9MM of Subprime RMBS Issued 2005
[*] Moody's Takes Action on $77.9MM Securities
[*] S&P Completes Review on 116 Classes From 23 RMBS Deals
[*] S&P Completes Review on 172 Ratings From 19 RMBS Deals

[*] S&P Hikes Ratings on 8 Classes From 5 JC Penney Transactions
[*] S&P Puts Ratings on 78 Tranches From 23 CLO Deals  on Watch Pos

                            *********

1776 CLO I: Moody's Affirms B2(sf) Rating on Class E Secured Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
note issued by 1776 CLO I, Ltd.:

US$35,500,000 Class D Secured Deferrable Floating Rate Notes, Due
2020, Upgraded to A2 (sf); previously on July 12, 2016 Affirmed
Baa1 (sf)

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

US$33,500,000 Class B Senior Secured Floating Rate Notes, Due 2020
(current outstanding balance $30,149,413), Affirmed Aaa (sf);
previously on July 12, 2016 Affirmed Aaa (sf)

US$27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes, Due 2020, Affirmed Aaa (sf); previously on July 12, 2016
Affirmed Aaa (sf)

US$16,500,000 Class E Secured Deferrable Floating Rate Notes, Due
2020, Affirmed B2 (sf); previously on July 12, 2016 Downgraded to
B2(sf)

1776 CLO I, Ltd., issued in April 2006, is a collateralized loan
obligation (CLO) backed primarily by a portfolio of senior secured
loans. The transaction's reinvestment period ended in May 2012.

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since June 2016. The Class A-1
and A-2 notes have been paid down completely or by $90.3 million
and the Class B notes have paid down 10% or $3.4 million since that
time. Based on the trustee's March 2017 report, the OC ratios for
the Class A/B, Class C, Class D and Class E notes are reported at
383.58%, 202.36%, 124.82% and 105.95%, respectively, versus June
2016 levels of 175.24%, 143.86%, 116.45% and 106.98%,
respectively.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on Moody's calculation, securities
that mature after the notes do currently make up approximately
20.68% of the portfolio. These investments could expose the notes
to market risk in the event of liquidation when the notes mature.
Despite the increase in the OC ratio of the Class E notes, Moody's
affirmed the rating on the Class E notes owing to market risk
stemming from the exposure to these long-dated assets.

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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

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

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

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

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

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

6) Long-dated assets: The presence of assets that mature after the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets. This risk is borne first by investors with the lowest
priority in the capital structure. Moody's assumes that the
terminal value of an asset upon liquidation at maturity will be
equal to the lower of an assumed liquidation value (depending on
the extent to which the asset's maturity lags that of the
liabilities) or the asset's current market value. In light of the
deal's sizable exposure to long-dated assets, which increases its
sensitivity to the liquidation assumptions in the rating analysis,
Moody's ran scenarios using a range of liquidation value
assumptions. However, actual long-dated asset exposures and
prevailing market prices and conditions at the CLO's maturity will
drive the deal's actual losses, if any, from long-dated assets.

7) Lack of portfolio granularity: Close to 40% of the portfolio is
concentrated in loans from a small number of obligors in the
Healthcare and Pharmaceutical and related industries. The future
performance of the portfolio could depend to an extent on the
credit conditions of these and other large obligors, especially if
they jump to default.

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% (2003)

Class B: 0

Class C: 0

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (3004)

Class B: 0

Class C: 0

Class D: -2

Class E: -1

Loss and Cash Flow Analysis:

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

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 $114.7 million, defaulted par of $3.9
million, a weighted average default probability of 11.89% (implying
a WARF of 2503), a weighted average recovery rate upon default of
49.58%, a diversity score of 13 and a weighted average spread of
3.31% (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. In each case, historical and market
performance and the collateral manager's latitude for trading the
collateral are also factors.


AMMC CLO 20: S&P Assigns 'BB' Rating on Class E Notes
-----------------------------------------------------
S&P Global Ratings assigned its ratings to AMMC CLO 20 Ltd./AMMC
CLO 20 LLC's $368 million floating-rate notes.

The note issuance is a collateralized loan obligation transaction
backed by broadly syndicated speculative-grade senior secured term
loans.

The ratings reflect:

   -- The diversified collateral pool, which consists primarily of

      broadly syndicated speculative-grade senior secured term
      loans that are governed by collateral quality tests.  The
      credit enhancement provided through the subordination of
      cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.  The
      transaction's legal structure, which is expected to be
      bankruptcy remote.

RATINGS ASSIGNED

AMMC CLO 20 Ltd./AMMC CLO 20 LLC
                                     Amount
Class                 Rating        (mil. $)
A                     AAA (sf)        260.00
B                     AA (sf)          44.00
C (deferrable)        A (sf)           26.00
D (deferrable)        BBB (sf)         20.00
E (deferrable)        BB (sf)          18.00
Subordinated notes    NR               39.90

NR--Not rated.


ARES CLO XLIII: Moody's Assigns (P)B3(sf) Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by Ares XLIII CLO Ltd.

Moody's rating action is:

US$520,000,000 Class A Senior Floating Rate Notes due 2029 (the
"Class A Notes"), Assigned (P)Aaa (sf)

US$88,000,000 Class B Senior Floating Rate Notes due 2029 (the
"Class B Notes"), Assigned (P)Aa2 (sf)

US$52,000,000 Class C Mezzanine Deferrable Floating Rate Notes due
2029 (the "Class C Notes"), Assigned (P)A2 (sf)

US$44,000,000 Class D Mezzanine Deferrable Floating Rate Notes due
2029 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$32,000,000 Class E Mezzanine Deferrable Floating Rate Notes due
2029 (the "Class E Notes"), Assigned (P)Ba3 (sf)

US$12,000,000 Class F Mezzanine Deferrable Floating Rate Notes due
2029 (the "Class F Notes"), Assigned (P)B3 (sf)

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

Ares XLIII is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must consist
of senior secured loans and eligible investments purchased with
principal proceeds, and up to 10% of the portfolio may consist of
non-senior secured loans. Moody's expects the portfolio to be
approximately 80% ramped as of the closing date.

Ares CLO Management LLC (the "Manager") will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 5 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 one class of
subordinated notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in October 2016.

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

Par amount: $800,000,000

Diversity Score: 70

Weighted Average Rating Factor (WARF): 2920

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 49.5%

Weighted Average Life (WAL): 9 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

Factors That Would Lead to Upgrade or Downgrade of the Ratings:

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 a 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 2920 to 3358)

Rating Impact in Rating Notches

Class A Notes: 0

Class B Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2920 to 3796)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2


BEAR STEARNS 2005-PWR9: Moody's Affirms C(sf) Rating on Cl. H Debt
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on three and
upgraded the ratings on four classes in Bear Stearns Commercial
Mortgage Securities Trust 2005-PWR9, Commercial Mortgage
Pass-Through Certificates, Series 2005-PWR9:

Cl. C, Upgraded to Aaa (sf); previously on Aug 4, 2016 Upgraded to
Aa2 (sf)

Cl. D, Upgraded to Baa1 (sf); previously on Aug 4, 2016 Upgraded to
Baa3 (sf)

Cl. E, Upgraded to Ba3 (sf); previously on Aug 4, 2016 Affirmed B2
(sf)

Cl. F, Upgraded to Caa1 (sf); previously on Aug 4, 2016 Affirmed
Caa2 (sf)

Cl. G, Affirmed Ca (sf); previously on Aug 4, 2016 Affirmed Ca
(sf)

Cl. H, Affirmed C (sf); previously on Aug 4, 2016 Affirmed C (sf)

Cl. X-1, Affirmed Caa2 (sf); previously on Aug 4, 2016 Affirmed
Caa2 (sf)

RATINGS RATIONALE

The ratings on four P&I classes were upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 16% since Moody's last
review.

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

The 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 16.0% of the
current balance, compared to 15.7% at Moody's last review. Moody's
base expected loss plus realized losses is now 5.8% of the original
pooled balance, compared to 6.0% at the 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 RATINGS:

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 these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014, and
"Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-1 was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating IO securities called "Moody's
Approach to Rating Structured Finance Interest-Only Securities,"
dated October 20, 2015. If Moody's adopts the new methodology as
proposed, the changes could affect the ratings of Bear Stearns
Commercial Mortgage Securities Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-PWR9.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 10, compared to 13 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model 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, and property
type. 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 March 12, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $148 million
from $2.15 billion at securitization. The certificates are
collateralized by 24 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans (excluding
defeasance) constituting 60% of the pool. Six loans, constituting
31% of the pool, have defeased and are secured by US government
securities.

Three loans, constituting 13.6% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Twenty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $101.2 million (for an average loss
severity of 40%). Ten loans, constituting 33% of the pool, are
currently in special servicing. The largest specially serviced loan
is the Jackson Retail Portfolio loan (for $17.8 million 12% of the
pool), which is secured by three shadow-anchored retail properties
in Ridgeland and Jackson, Mississippi. The portfolio was 81%
occupied as of December 2016, however this includes a number of
tenants on month-to-month leases. This loan transferred to Special
Servicing in May 2015 due to imminent maturity default and has
since become REO in May 2016.

The second largest specially serviced loan is the Townview Square
loan ($8.9 million -- 6.0% of the pool), which is secured by an
169,833 squarefoot (SF) community shopping center located in
Zephyrhills, Florida approximately thirty miles northeast of Tampa.
The property was 48% leased as of September 2016, compared to 48%
leased as of December 2015 and 35% as of December 2014. Major
tenants at the property include TJ Maxx and Ross Dress For Less.
This loan transferred to Special Servicing in June 2015 due to
imminent maturity default and has since become REO in October
2016.

The third largest specially serviced loan is the Wright Executive
Center loan ($8.6 million -- 5.8% of the pool), which is secured by
two office buildings within a 30 acre office park located in
Fairborn, Ohio, approximately 12 miles east of Dayton. As of
December 2016, the 2875 Presidential Drive property was 100%
occupied by Ball Aerospace & Technologies Corp, while the 2940
Presidential Drive property was 71% occupied. The loan transferred
to special servicing in August 2015 due to maturity default.

The remaining seven specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $22.2 million
loss for the specially serviced loans (47% expected loss on
average).

Moody's received full year 2015 operating results for 100% of the
pool, and full or partial year 2016 operating results for 81% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 75%, compared to 86% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 8.8%.

Moody's actual and stressed conduit DSCRs are 1.33X and 1.35X,
respectively, compared to 1.42X and 1.21X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 26% of the pool balance. The
largest loan is the Village at Newtown Loan ($14.7 million -- 9.9%
of the pool), which is secured by a 92,065 SF retail center located
thirty miles northeast of Philadelphia. The property was 91% leased
as of March 2016 and remains unchanged since December 2015. The
property faces limited rollover risk between now and the loan's
maturity in September 2020. Moody's LTV and stressed DSCR are 78%
and 1.28X, respectively, compared to 80% and 1.24X at the last
review.

The second largest loan is the Roosevelt Plaza Loan ($13 million --
8.8% of the pool), which is secured by a 125,337 SF shopping center
in the Northern Philadelphia submarket. The L-shaped property
consists of three single story buildings and a parking lot. The
property was 74% occupied as of December 2016 compared to 87% as of
December 2015. The property faces rollover risk , with 19% of the
net rentable area under leases expiring in the next two years.
Moody's LTV and stressed DSCR are 87% and 1.06X, respectively,
compared to 90% and 1.02X at the last review.

The third largest loan is the 200 Glen Cove Road Loan ($10.2
million -- 6.9% of the pool), which is secured by community
shopping center located in Carle Place, Long Island, New York is
comprised of two separate buildings totaling 151,450 SF. The
property is well located in close proximity to the Roosevelt Field
Mall, directly off of the Meadbowbrook State Parkway. The major
tenant at the property is Planet Fitness. Moody's LTV and stressed
DSCR are 67% and 1.45X, respectively, compared to 66% and 1.48X at
the last review.


BEAR STEARNS 2007-PWR15: S&P Raises Rating on 3 Tranches to BB-
---------------------------------------------------------------
S&P Global Ratings raised its ratings on three classes of
commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust 2007-PWR15, a U.S. commercial
mortgage-backed securities (CMBS) transaction.

S&P's upgrades follow its analysis of the transaction, primarily
using its criteria for rating U.S. and Canadian CMBS transactions,
which included a review of the credit characteristics and
performance of the remaining assets in the pool, the transaction's
structure, and the liquidity available to the trust.  The raised
ratings also reflect S&P's expectation of the available credit
enhancement for these classes, which S&P believes is greater than
its most recent estimate of necessary credit enhancement for the
respective rating levels, S&P's views regarding the current and
future performance of the transaction's collateral, and the
significant reduction in trust balance.

While available credit enhancement levels suggest further positive
rating movements on classes A-M, A-MFL, and A-MFX, S&P's analysis
also considered the susceptibility to reduced liquidity support
from the 11 specially serviced assets ($209.0 million, 66.1%).

                       TRANSACTION SUMMARY

As of the March 13, 2017, trustee remittance report, the collateral
pool balance was $316.3 million, which is 11.3% of the pool balance
at issuance.  The pool currently includes 26 loans (reflecting
crossed loans), down from 202 loans at issuance. Eleven of these
loans are with the special servicer, and 11 loans (reflecting
crossed loans; $89.2 million, 28.2%) are on the master servicers'
combined watchlist.  The master servicers, Wells Fargo Bank N.A.
and Prudential Asset Resources Inc., reported financial information
for 99.4% of the loans in the pool, of which 15.8% was partial-year
or year-end 2016 data, and the remainder was partial-year or
year-end 2015 data.

S&P calculated a 1.09x S&P Global Ratings' weighted average debt
service coverage (DSC) and 94.9% S&P Global Ratings' weighted
average loan-to-value (LTV) ratio using a 7.48% S&P Global Ratings'
weighted average capitalization rate.  The DSC, LTV, and
capitalization rate calculations exclude the 11 specially serviced
assets and one credit-impaired loan ($6.2 million, 2.0%).  The top
10 loans have an aggregate outstanding pool trust balance of $260.8
million (82.5%). Using adjusted servicer-reported numbers, S&P
calculated a S&P Global Ratings' weighted average DSC and LTV of
0.97x and 109.0%, respectively, for five of the top 10 loans. The
remaining five loans are specially serviced and are discussed.

To date, the transaction has experienced $354.4 million in
principal losses, or 12.6% of the original pool trust balance.  S&P
expects losses to reach approximately 16.7% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the 11 specially serviced assets and one credit-impaired loan.

                      CREDIT CONSIDERATIONS

As of the March 13, 2017, trustee remittance report, 11 assets in
the pool were with the special servicer, C-III Asset Management LLC
(C-III).  In addition, S&P considered the Islandia Retail Center
loan ($6.2 million, 2.0%) to be credit impaired because the loan
had a reported one-month delinquent payment status.  The loan is
secured by a 17,568-sq.-ft. retail property in Islandia, N.Y., and
had reported DSC and occupancy for the three months ended March 31,
2016, of 1.05x and 72.5%, respectively.  As such, S&P believes that
this loan is at a heightened risk of default and loss.  Details of
the five largest specially serviced assets, all of which are top 10
loans, are:

   -- The 777 Scudders Mill Road-Unit 3, 777 Scudders Mill Road–
      Unit 1, and 777 Scudders Mill Road–Unit 2 loans
(aggregating
      $173.0 million, 54.7%) are the three largest non-crossed
      loans in the pool and have a combined reported exposure of
      $174.7 million.  These three loans are not cross-
      collateralized or cross-defaulted; however, they have
      related sponsorship.  The 777 Scudders Mill Road–Unit 1
loan
      has a one-month delinquent payment status, whereas the 777
      Scudders Mill Road-Unit 3 and 777 Scudders Mill Road–Unit 2

      loans each have a nonperforming matured balloon payment
      status.  All three loans are secured by a suburban office
      property, aggregating 657,408 total sq. ft., in Plainsboro,
      N.J.  The 777 Scudders Mill Road-Unit 3 and 777 Scudders
      Mill Road–Unit 2 loans were transferred to the special
      servicer on March 14, 2016, and the 777 Scudders Mill Road-
      Unit 1 loan was transferred to the special servicer on
      April 6, 2016, each due to imminent default primarily
      because the property's sole tenant, E. R. Squibb & Sons
      L.L.C., indicated that it would not renew its lease at the
      end of each of its staggered lease terms.

   -- The servicer is in discussions with the borrowers.  S&P
      expects significant losses upon each loans' eventual
      resolution.

   -- The 6101 Cane Run Road loan is the fourth-largest specially
      serviced loan and the eighth-largest loan in the pool, with
      a $10.2 million, or 3.2%, pool trust balance and a $10.8
      million reported total exposure.  The loan is secured by a
      309,791-sq.-ft. industrial warehouse property in Louisville,

      Ky.  The loan, which has a reported foreclosure-in-process
      payment status, was transferred to the special servicer on
      July 29, 2016, because the borrower indicated it would not
      be able to repay at its Aug. 1, 2016, maturity.  The
      reported DSC and occupancy were 1.29x and 100%,
      respectively, for the three months ended March 31, 2016.  An

      appraisal reduction amount of $2.6 million is in effect
      against this loan.  S&P expects a moderate loss upon the
      loan's eventual resolution.

   -- The Commercial Union 1 & 2 loan is the fifth-largest
      specially serviced loan and the ninth-largest loan in the
      pool, with a $9.1 million, or 2.9%, pool trust balance and a

      $9.2 million reported total exposure.  The loan is secured
      by two suburban office buildings, totaling 81,425 sq. ft.,
      located in Cottonwood Heights, Utah.  The loan was
      transferred to the special servicer on Feb. 9, 2017, because

      of maturity default.  The loan matured on Feb. 5, 2017.  The

      reported DSC and occupancy were 1.29x and 85.1%,
      respectively, for the nine months ended Sept. 30, 2016.  S&P

      expects a minimal loss, if any, upon the loan's eventual
      resolution.

The six remaining assets with the special servicer each have
individual balances that represent less than 1.5% of the total pool
trust balance.  S&P estimated losses for the 11 specially serviced
assets and the credit-impaired loan, arriving at a weighted-average
loss severity of 62.5%.

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

RATINGS LIST

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15
Commercial mortgage pass through certificates series 2007-PWR15
                                         Rating
Class             Identifier             To             From
A-M               07388RAG2              BB- (sf)       B- (sf)
A-MFL             07388RBS5              BB- (sf)       B- (sf)
A-MFX             07388RCC9              BB- (sf)       B- (sf)    
    


CARLYLE GLOBAL 2014-5: Moody's Ups Rating on Class E Notes to B2
----------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to the
following notes (the "Refinancing Notes") issued by Carlyle Global
Market Strategies CLO 2014-5, Ltd.:

US$318,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2025 (the "Class A-1-R Notes"), Assigned Aaa (sf)

US$59,000,000 Class A-2-R Senior Secured Floating Rate Notes due
2025 (the "Class A-2-R Notes"), Assigned Aa1 (sf)

US$22,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2025 (the "Class B-R Notes"), Assigned A1 (sf)

US$29,000,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class C-R Notes"), Assigned Baa2 (sf)

Additionally, Moody's has taken rating actions on the following
outstanding notes issued by the Issuer on December 4, 2014 (the
"Original Closing Date"):

US$30,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class D Notes"), Upgraded to Ba2 (sf);
previously on December 4, 2014 Assigned Ba3 (sf)

US$4,000,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2025 (the "Class E Notes"), Upgraded to B2 (sf); previously on
December 4, 2014 Assigned B3 (sf)

The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of senior secured, broadly syndicated corporate loans.

Carlyle Investment Management L.L.C. manages the CLO. It directs
the selection, acquisition, and disposition of collateral on behalf
of the Issuer.

RATINGS RATIONALE

Moody's ratings on the Refinancing Notes address the expected loss
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.

The Issuer has issued the Refinancing Notes on March 31, 2017 (the
"Refinancing Date") in connection with the refinancing of certain
classes of notes (the "Refinanced Original Notes") previously
issued on the Original Closing Date. On the Refinancing Date, the
Issuer used the proceeds from the issuance of the Refinancing Notes
to redeem in full the Refinanced Original Notes.

Moody's rating actions on the Class D Notes and Class E Notes are
primarily a result of the refinancing, which increases excess
spread available as credit enhancement to the rated notes.
Additionally, Moody's expects the Issuer to continue to benefit
from a portfolio weighted average recovery rate (WARR) level that
is higher than the covenanted test level.

Methodology Underlying Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

The performance of each class of the Issuer's notes is subject to
uncertainty relating to certain factors and circumstances, and this
uncertainty could lead to either an upgrade or downgrade of Moody's
ratings:

1) Macroeconomic uncertainty: CLO performance is subject to
uncertainty about credit conditions in the general economy.

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 the Manager or other transaction parties owing to embedded
ambiguities.

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

4) Deleveraging: During the amortization period, the pace of
deleveraging from unscheduled principal proceeds is an important
source of uncertainty. 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 ratings. Note repayments that are faster than Moody's
current expectations will usually have a positive impact on CLO
notes, beginning with those notes having the highest payment
priority.

5) Recovery of defaulted assets: Fluctuations in the market value
of defaulted assets could result in volatility in the deal's
overcollateralization levels. Further, the timing of recovery
realization and whether the Manager decides to work out or sell
defaulted assets create additional uncertainty. Realization of
recoveries that are either materially higher or lower than assumed
in Moody's analysis would impact the CLO positively or negatively,
respectively.

6) Weighted average life (WAL): The notes' ratings can be sensitive
to the weighted average life assumption of the portfolio, which
could lengthen owing to any decision by the Manager to reinvest
into new issue loans or loans with longer maturities, or
participate in amend-to-extend offerings. Life extension can
increase the default risk horizon and assumed cumulative default
probability of CLO collateral.

7) Weighted Average Spread (WAS): CLO performance can be sensitive
to WAS, which is a key factor driving the amount of excess spread
available as credit enhancement when a deal fails its
over-collateralization or interest coverage tests. A decrease in
excess spread, including as a result of losing the net interest
benefit of LIBOR floors, or because market conditions make it
difficult for the deal to source assets of appropriate credit
quality in order to maintain its WAS target, would reduce the
effective credit enhancement available for the notes.

Together with the set of modeling assumptions described below,
Moody's conducted additional sensitivity analyses, which were
considered in determining the ratings assigned to the rated notes.
In particular, in addition to the base case analysis, Moody's
conducted sensitivity analyses to test the impact of a number of
default probabilities on the rated notes relative to the base case
modeling results. Below is a summary of the impact of different
default probabilities, expressed in terms of WARF level, on the
rated notes (shown in terms of the number of notches difference
versus the base case model output, where a positive difference
corresponds to a lower expected loss):

Moody's Assumed WARF - 20% (2506)

Class A-1-R: 0

Class A-2-R: +1

Class B-R: +3

Class C-R: +3

Class D: +1

Class E: +2

Moody's Assumed WARF + 20% (3760)

Class A-1-R: 0

Class A-2-R: -2

Class B-R: -2

Class C-R: -2

Class D: -1

Class E: 0

Loss and Cash Flow Analysis

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, weighted average
recovery rate, and weighted average spread, are based on its
published methodology and could differ from the trustee's reported
numbers. For modeling purposes, Moody's used the following
base-case assumptions

Performing par and principal proceeds balance: $496,124,791

Defaulted par: $5,011,819

Diversity Score: 70

Weighted Average Rating Factor (WARF): 3133 (corresponding to a
weighted average default probability of 25.72%)

Weighted Average Spread (WAS): 3.71% (before accounting for LIBOR
floors)

Weighted Average Recovery Rate (WARR): 49.63%

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


CHICAGO SKYSCRAPER 2017-SKY: S&P Rates Class E Certificates 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Chicago Skyscraper Trust
2017-SKY's $1.02 billion commercial mortgage pass-through
certificates series 2017-SKY.

The certificate issuance is a commercial mortgage-backed securities
transaction backed by a $1.02 billion trust mortgage loan, secured
by a first lien on the borrower's fee interest in Willis Tower, a
class A, 110-story office building with a total of about 3.8
million sq. ft., located in Chicago, within the West Loop
submarket.

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

RATINGS ASSIGNED

Chicago Skyscraper Trust 2017-SKY

Class       Rating             Amount ($)
A           AAA (sf)          506,628,000
X-CP        BBB- (sf)         300,599,000(i)
X-NCP       BBB- (sf)         300,599,000(i)
B           AA- (sf)          112,584,000
C           A- (sf)            84,438,000
D           BBB- (sf)         103,577,000
E           BB- (sf)          140,730,000
F           B+ (sf)            20,688,000
HRR         B (sf)             51,355,000

(i)Notional balance.  The notional amount of the class X-CP and
X-NCP certificates will be equal to the aggregate certificate
balance of the class B, C, and D certificates.


COMM 2007-C9: Moody's Affirms Ba3 Rating on Class XS Certs
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on ten classes
and affirmed the ratings on ten classes in COMM 2007-C9 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C9:

Cl. A-1A Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. A-4 Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. AM Certificate, Upgraded to Aaa (sf); previously on Apr 21,
2016 Affirmed Aa1 (sf)

Cl. AM-FL Certificate, Upgraded to Aaa (sf); previously on Apr 21,
2016 Affirmed Aa1 (sf)

Cl. A-J Certificate, Upgraded to A1 (sf); previously on Apr 21,
2016 Upgraded to A3 (sf)

Cl. AJ-FL Certificate, Upgraded to A1 (sf); previously on Apr 21,
2016 Upgraded to A3 (sf)

Cl. B Certificate, Upgraded to A2 (sf); previously on Apr 21, 2016
Upgraded to Baa1 (sf)

Cl. C Certificate, Upgraded to A3 (sf); previously on Apr 21, 2016
Upgraded to Baa2 (sf)

Cl. D Certificate, Upgraded to Baa2 (sf); previously on Apr 21,
2016 Upgraded to Ba1 (sf)

Cl. E Certificate, Upgraded to Baa3 (sf); previously on Apr 21,
2016 Upgraded to Ba2 (sf)

Cl. F Certificate, Upgraded to Ba1 (sf); previously on Apr 21, 2016
Upgraded to Ba3 (sf)

Cl. G Certificate, Upgraded to B1 (sf); previously on Apr 21, 2016
Upgraded to B2 (sf)

Cl. H Certificate, Affirmed Caa1 (sf); previously on Apr 21, 2016
Upgraded to Caa1 (sf)

Cl. J Certificate, Affirmed Caa3 (sf); previously on Apr 21, 2016
Affirmed Caa3 (sf)

Cl. K Certificate, Affirmed C (sf); previously on Apr 21, 2016
Affirmed C (sf)

Cl. L Certificate, Affirmed C (sf); previously on Apr 21, 2016
Affirmed C (sf)

Cl. M Certificate, Affirmed C (sf); previously on Apr 21, 2016
Affirmed C (sf)

Cl. N Certificate, Affirmed C (sf); previously on Apr 21, 2016
Affirmed C (sf)

Cl. O Certificate, Affirmed C (sf); previously on Apr 21, 2016
Affirmed C (sf)

Cl. XS Certificate, Affirmed Ba3 (sf); previously on Apr 21, 2016
Affirmed Ba3 (sf)

RATINGS RATIONALE

The ratings on the P&I classes A-J through G were upgraded
primarily due to an increase in credit support since Moody's last
review, resulting from paydowns and amortization and a significant
increase in defeasance, 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.
Since Moody's last review, the pool has paid down by 47%, and the
fully defeased loans have increased to 33% of the current pool
balance from 4% at the last review. In addition, loans constituting
27% of the pool have debt yields exceeding 10.0% are scheduled to
mature within the next 6 months.

The ratings on the P&I classes A-1A and A-4 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 H through O 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 4.8% of the
current balance, compared to 4.0% at Moody's last review. Moody's
base expected loss plus realized losses is now 4.2% of the original
pooled balance, compared to 5.4% at the 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 A UPGRADE OR DOWNGRADE OF THE RATINGS;

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 these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014 and
"Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. XS was Moody's
Approach to Rating Structured Finance Interest-Only Securities
methodology published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of COMM 2007-C9 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C9.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 9, compared to 18 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model 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, and property
type. 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 March 10th, 2017 distribution date, the transaction's
pooled certificate balance has decreased by 58% to $1.20 billion
from $2.89 billion at securitization. The certificates are
collateralized by 45 mortgage loans ranging in size from less than
1% to 19% of the pool, with the top ten loans (excluding
defeasance) constituting 46% of the pool. Six loans, constituting
33% of the pool, have defeased and are secured by US government
securities.

Twenty-one loans, constituting 27% 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 $64 million (for an average loss
severity of 26%). Three loans, constituting 2% of the pool, are
currently in special servicing. The largest specially serviced loan
is the Hampton Inn at Bellingham Airport Loan ($10.7 million --
0.9% of the pool), which is secured by a 132-room Hampton Inn hotel
property built in 1991 and located in Bellingham, Washington. New
competition from four new hotels in the area have reduced revenues
and occupancy for this property since 2013. This loan transferred
to special servicing effective April, 2016, and the foreclosure was
completed in February, 2017.

The remaining two specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $7.1 million loss
for the specially serviced loans (33% expected loss on average).

Moody's has assumed a high default probability for six poorly
performing loans, constituting 4% of the pool, and has estimated an
aggregate loss of $13.3 million (a 27% expected loss based on a
52.5% probability default) from these troubled loans.

Moody's received full year 2015 operating results for 97% of the
pool, and full or partial year 2016 operating results for 97% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 101%, the same as at Moody's last
review. Moody's conduit component excludes loans with structured
credit assessments, defeased and CTL loans, and specially serviced
and troubled loans. Moody's net cash flow (NCF) reflects a weighted
average haircut of 11.2% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.36X and 1.05X,
respectively, compared to 1.48X and 1.04X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 19% of the pool balance. The
largest loan is the DDR Portfolio Loan ($221 million -- 18.5% of
the pool), , which represents a pari passu interest in an $885
million loan. The loan is secured by 52 anchored retail properties
located across 10 states. Roughly 50% of the portfolio by loan
balance is in Florida and approximately 75% of the properties are
grocery anchored. The weighted average occupancy as of September
2016 was 89%, compared to 91% as of September 2014. Moody's LTV and
stressed DSCR are 118% and 0.78X, respectively, compared to 121%
and 0.76X at the last review.

The second largest loan is the Market Street at the Woodlands Loan
($102 million -- 8.5% of the pool), which is secured by the
borrower's fee simple interest in a retail/office center located in
The Woodlands, Texas, 30 miles north of Downtown Houston. It is
comprised of several buildings and is located in the heart of The
Woodlands which is a master planned development community that
makes up most of the subject neighborhood. As of September 2016,
the retail portion of the property was 91% leased and the office
portion was 89% leased. Moody's LTV and stressed DSCR are 87% and
1.12X, respectively, compared to 92% and 1.06X at the last review.

The third largest loan is the 135 East 57th Street Loan ($64.6
million -- 5% of the pool), which is secured by the borrower's
leasehold interest in a Class A office building located at 135 East
57th Street in Manhattan, New York. The property is subject to a
131-year net ground lease that expires December 31, 2103, with
scheduled readjustments in 2008, 2020, 2045, 2070 and 2095. The
property was 68% occupied as of September 2016, compared 61%
occupied as of March 2016. Moody's LTV and stressed DSCR are 86%
and 1.19X, respectively, compared to 88% and 0.96X at the last
review.


COMM 2014-PAT: S&P Lowers Rating on Class E Certificates to 'B'
---------------------------------------------------------------
S&P Global Ratings lowered its rating on the class E commercial
mortgage pass-through certificates from COMM 2014-PAT Mortgage
Trust, a U.S. commercial mortgage-backed securities (CMBS)
transaction.  At the same time, S&P affirmed its ratings on four
other classes from the same transaction.

The rating actions reflect S&P's analysis of the transaction
primarily using its criteria for rating U.S. and Canadian CMBS
transactions.  S&P's analysis included its revaluation of the
office property that secures the mortgage loan, which serves as
collateral for the trust.  In addition, S&P's analysis included a
review of the transaction structure, and the liquidity available to
the trust.

The downgrade on class E reflects S&P's expected available credit
enhancement, which S&P believes is less than its current estimate
of necessary enhancement for the most recent rating level.
Specifically, this reflects S&P's opinion that the vacancies at the
property would take longer to lease up near market occupancy than
our initial expectations.

The affirmed ratings reflect S&P's expectation that the available
credit enhancement for these classes will be within its estimate of
the necessary credit enhancement required for the current ratings
as well as S&P's view of the current and expected performance of
the office collateral.

S&P's analysis of this transaction is predominantly a
recovery-based approach that assumes a loan default.  Using this
approach, our property analysis included a revaluation of Park
Avenue Tower, a 586,926-sq.-ft. class A office property built in
1986 and located on 56th street, between Park Avenue and Madison
Avenue in New York City, which secures the mortgage loan in the
trust.

In addition, the ground floor has one retail space, currently
occupied by the Aquavit restaurant.  The property was 34.9%
occupied according to the September 2016 rent roll, down from 92.4%
at issuance.  With additional leases recently signed at the
property, occupancy is up to 35.8%.  The drop in occupancy is
primarily due to the two tenants, Davidson Kempner Capital (8.0% of
net rentable area) and Paul Hastings LLP (46.7% of net rentable
area), that vacated the property in February 2016 and June 2016,
respectively.

As part of S&P's analysis, it considered the current market vacancy
as well as the historical occupancy of the property for the past
15-plus years (ranging from 90.0% to 100% between 2000 and 2015).
S&P's adjusted valuation, which reflects its expectation that the
property's occupancy would return to its historical levels, and
using a 6.50% S&P Global Ratings' capitalization rate, yielded a
loan-to-value ratio of 99.6% based on the trust balance.

S&P based its analysis partly on the servicer-reported financial
performance for the year ended Dec. 31, 2015; the nine months ended
Sept. 30, 2016; and the September 2016 rent roll; as well as market
data from CBRE.

Based on the fourth-quarter 2016 CBRE office outlook, the Park
Avenue submarket, where the subject property is located, has a
market vacancy rate of 7.4% and gross asking rents of $90.65 per
sq. ft.  S&P's analysis also considered the leasing and tenant
improvement costs to re-tenant the vacant space as well as the
potential loss of revenue during a one-year period that S&P
estimates would take to re-lease the space.  According to updates
from the master servicer, several proposals are in place from
various interested prospective tenants with a potential to lease up
to approximately 128,000 sq. ft. at the property.  If the occupancy
rate continues to lag the market for longer than S&P's
expectations, it may revise its sustainable net cash flow (NCF) and
valuation assumptions.

As of the March 15, 2017, trustee remittance report, the
floating-rate interest-only mortgage loan has a trust balance of
$425.0 million and an initial two-year term, maturing in August
2016.  The loan has three one-year extension options, one of which
has been exercised by the borrower.  The loan currently matures in
August 2017 and pays an interest rate equal to LIBOR plus 1.6071%.
The borrower's equity interest in the whole loan also secures
$135.2 million of mezzanine financing.  According to the
transaction documents, the borrowers will pay the special
servicing, work-out, and liquidation fees, as well as costs and
expenses incurred from appraisals and inspections the special
servicer conducts.

The master servicer, Wells Fargo Bank N.A., reported a 3.88x debt
service coverage (DSC) for the 12 months ended Dec. 31, 2015, and
1.94x DSC for the nine months ended September 2016.  To date, the
trust has not incurred any principal losses.

RATINGS LIST

COMM 2014-PAT Mortgage Trust
Commercial mortgage pass-through certificates series 2014-PAT
                                       Rating
Class            Identifier            To            From
A                12592EAA6             AAA (sf)      AAA (sf)
B                12592EAC2             AA- (sf)      AA- (sf)
C                12592EAE8             A- (sf)       A- (sf)
D                12592EAG3             BBB- (sf)     BBB- (sf)
E                12592EAJ7             B (sf)        BB- (sf)


CREDIT SUISSE 2003-C5: Fitch Hikes Rating on Class K Debt to Bsf
----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed four classes of
Credit Suisse First Boston Mortgage Securities Corp., commercial
mortgage pass-through certificates, series 2003-C5.

KEY RATING DRIVERS

High Credit Enhancement and Better than Expected Recoveries: The
upgrade of class K is due high credit enhancement and amortization
since Fitch's last rating action. The former largest loan, which
had been a Fitch loan of concern, has paid in full and the trust
received approximately $10 million in paydown.

As of the March 2017 distribution date, the pool's aggregate
principal balance has been reduced by 99.7% since issuance, to $4.5
million from 1.3 billion. Interest shortfalls totally $4.8 million
affect classes L through P.

Pool Concentration: Only five of the transaction's original 155
loans remain, one of which is in special servicing (34.7%). Fitch's
ratings are based on a sensitivity test, which included a
liquidation analysis of the remaining loans. While Fitch no longer
expected losses to be incurred by class K, the ratings were capped
due to the significant concentration and low collateral quality.

Specially Serviced Loan: The specially serviced loan is Waynesburg
Centre (34.7%), the largest remaining loan in the transaction. The
property is a 44,688-sf retail center located 11 miles southeast of
Canton, Ohio. The loan had transferred to special servicing in 2011
due to imminent monetary default. The property had previously been
listed for sale; however, a sale fell through due to a title
defect. Legal counsel is engaged, and efforts are underway to
resolve the outstanding issue through a judicial ruling. Based on
the low appraisal value and the loan's high total exposure due to
an appraisal reduction, Fitch assumed a full loss on the loan.

Maturity Schedule: The remaining loans consist of fully amortizing
loans (51.5%), a loan with an anticipated repayment date in 2017
and final maturity in 2028 (34.7%) and a balloon loan maturing in
2021 (13.8%). The fully amortizing loans mature in 2018 (31.95) and
2023 (19.6%).

RATING SENSITIVITIES

The Outlook for class K is Stable as no rating changes are expected
given the small class size and concentrated nature of the pool.
Class K's rating is capped at 'Bsf' based on the significant
concentration and low collateral quality of the remaining loans.
Further rating changes are unlikely before the class is reduced to
zero. Class L previously incurred a loss and remains at 'Dsf'.

Fitch has upgraded the following class, removed the Recovery
Estimate and assigned an Outlook:

-- $0.4 million class K to 'Bsf' from 'CCsf'; Outlook Stable.

Fitch has affirmed the following classes:

-- $4.1 million class L at 'Dsf'; RE 0%;
-- $0 million class M at 'Dsf'; RE 0%;
-- $0 million class N at 'Dsf'; RE 0%;
-- $0 million class O at 'Dsf'; RE 0%.

Fitch does not rate classes P. Classes A-1, A-2, A-3, A-4, A-1-A,
B, C, D, E, F, G, H, and J have paid in full. Classes A-X and A-SP
were previously withdrawn. Class M and N have been reduced to $0
due to realized losses.


CRESTLINE DENALI: Moody's Assigns (P)Ba3 Rating to Class E-2 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by Crestline Denali CLO XV, Ltd.

Moody's rating action is:

US$254,000,000 Class A Senior Secured Floating Rate Notes due 2030
(the "Class A Notes"), Assigned (P)Aaa (sf)

US$50,000,000 Class B Senior Secured Floating Rate Notes due 2030
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

US$24,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030 (the "Class C Notes"), Assigned (P)A2 (sf)

US$22,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$16,000 000 Class E-1 Secured Deferrable Floating Rate Notes due
2030 (the "Class E-1 Notes"), Assigned (P)Ba2 (sf)

US$6,000 000 Class E-2 Secured Deferrable Floating Rate Notes due
2030 (the "Class E-2 Notes"), Assigned (P)Ba3 (sf)

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

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.

Crestline Denali XV is a managed cash flow CLO. The issued notes
will be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 92.5% of the portfolio
must consist of senior secured loans, cash, and eligible
investments, and up to 7.5% of the portfolio may consist of
first-lien last-out loans, second lien loans and unsecured loans.
Moody's expects the portfolio to be approximately 80% ramped as of
the closing date.

Crestline Denali Capital, 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 five 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 October 2016.

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

Par amount: $400,000,000

Diversity Score: 70

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 49.25%

Weighted Average Life (WAL): 9 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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 a 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 Notes: 0

Class B Notes: -1

Class C Notes: -2

Class D Notes: -1

Class E-1 Notes: -1

Class E-2 Notes: -1

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

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -3

Class D Notes: -2

Class E-1 Notes: -2

Class E-2 Notes: -2


CSFB COMMERCIAL 2006-TFL-2: Moody's Affirms Ba2 Rating on J Debt
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
CSFB Commercial Mortgage Trust 2006-TFL2:

Cl. G, Affirmed Baa1 (sf); previously on May 26, 2016 Affirmed Baa1
(sf)

Cl. H, Affirmed Baa2 (sf); previously on May 26, 2016 Affirmed Baa2
(sf)

Cl. J, Affirmed Ba2 (sf); previously on May 26, 2016 Affirmed Ba2
(sf)

Cl. K, Affirmed Caa1 (sf); previously on May 26, 2016 Affirmed Caa1
(sf)

Cl. L, Affirmed Ca (sf); previously on May 26, 2016 Affirmed Ca
(sf)

Cl. A-X-1, Affirmed B3 (sf); previously on May 26, 2016 Affirmed B3
(sf)

Cl. A-X-3, Affirmed Caa3 (sf); previously on May 26, 2016 Affirmed
Caa3 (sf)

RATINGS RATIONALE

The ratings on the P&I classes G, H, and J were affirmed based on
Moody's assumptions of timing and the expected recovery of
principal and interest from the one remaining loan in the trust.
The ratings on the P&I classes K and L were affirmed because the
ratings are consistent with Moody's expected loss estimates. The
rating of interest-only (IO) Class A-X-1 is affirmed based on the
weighted average rating factor or WARF of its referenced classes.
The rating of IO Class A-X-3 is affirmed based on the credit
performance of its reference loan, the JW Marriott Starr Pass
loan.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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 pay down or amortization, an increase in
defeasance or an improvement in loan performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the loan or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. A-X-1 and Cl.
A-X-3 was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of Credit Suisse First Boston
Securities Corp. Commercial Mortgage Pass-Through Certificates
2006-TFL2.

DESCRIPTION OF MODELS USED

Moody's review incorporated the use of the excel-based Large Loan
Model. 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 March 15, 2017 Payment Date the transaction's certificate
balance has decreased by 96% to $78 million from $1.9 billion at
securitization due to the payoff of 13 loans originally in the
pool.

The one remaining loan in the trust is the JW Marriott Starr Pass
loan. It is secured by a 575-key resort hotel located in Tucson,
Arizona. The loan was transferred to special servicing in April
2010 due to the borrower's inability pay off the loan at maturity.
A receiver was appointed in November 2011. The special servicer is
working through legal issues that have been impediments to loan
resolution and have delayed foreclosure. A bench trial was
concluded in June 2015 that addressed primarily several collateral
issues. The court ruled in favor of the lender and the judge's
written decision is pending. The $145 million mortgage debt
includes $67 million of non-trust subordinate debt.

The trust has experienced $249,356 in losses since securitization.
The losses were due to the special servicer's workout fee
associated with the Sheffield condo conversion loan that was
originally 10% of the pool. Interest shortfalls total $773,228 as
of the current Payment Date. Outstanding P&I advances total $5.4
million and outstanding other expense advances total $3.6 million.
Additionally, cumulative accrued unpaid advance interest totals
$915,633. Total loan trust exposure equals $88.5 million.

Property performance has shown improvement. Revenue per available
room (RevPAR) for 2016 was $111, a 9% increase over that of 2015.
Moody's current structured credit assessment of the loan is caa3
(sca.pd), the same as at last review.


CSFB MORTGAGE 2004-C3: Moody's Hikes Class E Certs Rating to Ca
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the rating on two classes in CSFB Mortgage Securities
Corp. Commercial Mortgage Pass-Through Certificates, Series
2004-C3:

Cl. E, Upgraded to Ca (sf); previously on Jun 30, 2016 Affirmed C
(sf)

Cl. F, Affirmed C (sf); previously on Jun 30, 2016 Affirmed C (sf)

Cl. A-X, Affirmed Caa3 (sf); previously on Jun 30, 2016 Affirmed
Caa3 (sf)

RATINGS RATIONALE

The rating on Class E was upgraded to align the rating with Moody's
expected recovery of principal and interest from specially serviced
and troubled loans.

The rating on Class F was affirmed because the rating is consistent
with Moody's expected loss plus realized loss. Class F has already
experienced a 60% realized loss as result of previously liquidated
loans.

The rating on the IO class, Class A-X, was affirmed based on the
credit performance of its referenced classes.

Moody's rating action reflects a base expected loss of 58.3% of the
current certificate balance, compared to 62.8% at Moody's last
review. Moody's base expected loss plus realized losses is now 7.4%
of the original pooled balance, compared to 8.7% at the 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 RATINGS:

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 these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. A-X was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of CSFB 2004-C3.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 77% of the remaining
loans by balance are in special servicing. In this approach,
Moody's determines a probability of default for each specially
serviced loan that it expects will generate a loss and estimates a
loss given default based on a review of broker's opinions of value
(if available), other information from the special servicer,
available market data and Moody's internal data. The loss given
default for each loan also takes into consideration repayment of
servicer advances to date, estimated future advances and closing
costs. Translating the probability of default and loss given
default into an expected loss estimate, Moody's then applies the
aggregate loss from specially serviced loans to the most junior
class and the recovery as a pay down of principal to the most
senior class.

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 2, compared to 6 at Moody's last review.

Moody's analysis used the excel-based Large Loan Model. 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 and property type. 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 March 17, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $19 million
from $1.64 billion at securitization. The certificates are
collateralized by five mortgage loans. The transaction is
under-collateralized as the aggregate certificate balance is $5.8
million greater than the pooled loan balance. This disparity of
principal balances is due to the servicer recovering
Workout-Delayed Reimbursement Amounts (WODRAs) from the
transaction's principal collections and the subordinate
certificates are not written down. Moody's is currently treating
this certificate under-collateralization as a loss of principal to
the trust. One loan, constituting 3% of the pooled loan balance,
has defeased and is secured by US government securities.

There are currently no loans 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 $111 million (for an average loss
severity of 48%). Three loans, constituting 77% of the pooled loan
balance, are currently in special servicing. The largest specially
serviced loan is the Counsel Square Loan ($7.5 million), which is
secured by an eight building office park totaling approximately
110,000 SF and located in New Port Richey, Florida. The loan was
transferred to special servicing in December 2012 due to imminent
default and became REO in October 2013.

The second largest specially serviced loan is the Bronx Apartments
Loan ($2.0 million), which is secured by two multi-family
properties located in Bronx, New York. There is a total of 39 units
and the properties were collectively 83% occupied as of November
2016. The loan transferred to Special Servicing in July 2009 due to
imminent default.

The third largest specially serviced loan is the Dellwood
Apartments Loan ($867,000), which is secured by a 110-unit
apartment complex in Laredo, Texas. The Loan transferred to Special
Servicing in December 2012 due to payment default. Moody's
estimates an aggregate $5.4 million loss for specially serviced
loans.

The one performing non-defeased loan is The Groves at Wimauma
Apartments Loan ($2.6 million), which is secured by a 108-unit
multifamily apartment property located in Wimauma, Florida. The
property was 100% leased as of September 2016. Moody's LTV and
stressed DSCR are 72% and 1.32X, respectively, compared to 74% and
1.29X at the last review.


CSMC TRUST 2017-HD: S&P Assigns 'BB-' Rating on Class E Certs
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to CSMC Trust 2017-HD's
$218.6 million commercial mortgage pass-through certificates series
2017-HD.

The issuance is a commercial mortgage-backed securities transaction
backed by one three-year, floating-rate commercial mortgage loan
totaling $218.6 million, with a one-year extension option, secured
by a cross-collateralized and cross-defaulted first-priority lien
mortgage on the borrowers' fee simple and leasehold interests, as
applicable, in the 878-room Hudson and the 194-room Delano hotels.

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

RATINGS ASSIGNED

CSMC Trust 2017-HD

Class           Rating(i)           Amount ($)
A               AAA (sf)            69,900,000
X-CP            AAA (sf)            69,900,000(ii)
X-EXT           AAA (sf)            69,900,000(ii)
B               AA- (sf)            26,300,000
C               A- (sf)             19,600,000
D               BBB- (sf)           25,900,000
E               BB- (sf)            40,800,000
F               B (sf)              24,600,000
HRR             B- (sf)             11,500,000

(i)The rating on each class of securities is subject to change at
any time.  The issuer will issue the certificates to qualified
institutional buyers in line with Rule 144A of the Securities Act
of 1933.  
(ii)Notional balance.  The notional amount of the class X-CP and
X-EXT certificates will be reduced by the aggregate amount of
principal distributions and realized losses allocated to the class
A certificates.



DRIVE AUTO 2017-B: S&P Assigns 'BB' Rating on Class E Notes
-----------------------------------------------------------
S&P Global Ratings assigned its ratings to Drive Auto Receivables
Trust 2017-B's $1.097 billion automobile receivables-backed notes
series 2017-B.

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

The ratings reflect:

   -- The availability of 65.7%, 58.9%, 49.4%, 39.4%, and 35.9% of

      credit support for the class A (consisting of classes A-1,
      A-2, and A-3), B, C, D, and E notes, respectively, based on
      stressed cash flow scenarios (including excess spread),
      which provide coverage of more than 2.35x, 2.10x, 1.70x,
      1.35x, and 1.25x for our 27.00%-28.00% expected cumulative
      net loss.  These break-even scenarios cover total cumulative

      gross defaults of 94%, 84%, 71%, 56%, and 51%, respectively.

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

   -- The expectation that under a moderate ('BBB') stress
      scenario (1.35x S&P's expected loss level), all else being
      equal, its ratings on the class A, B, and C notes ('AAA
      (sf)', 'AA (sf)', and 'A (sf)', respectively) will remain at

      the assigned ratings, and S&P's rating on the class D notes
      ('BBB (sf)') will remain within two rating categories of the

      assigned rating while they are outstanding.  The class E
      'BB (sf)' rated notes will remain within two rating
      categories of the assigned rating during the first year but
      will eventually default under the 'BBB' stress scenario
      using S&P's assumed front-loaded loss curve, after having
      received 67% of their principal.  Under the 'BBB' stress
      scenario using a more back-loaded loss curve, the class E
      notes are paid in full.  These rating movements are within
      the limits specified by our credit stability criteria.

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

   -- S&P's analysis of 10 years of static pool data on Santander
      Consumer USA Inc.'s lending programs.

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

RATINGS ASSIGNED

Drive Auto Receivables Trust 2017-B  
Class    Rating       Type            Interest           Amount
                                      rate             (mil. $)
A-1      A-1+ (sf)    Senior          Fixed              200.00
A-2      AAA (sf)     Senior          Fixed              200.00
A-3      AAA (sf)     Senior          Fixed               85.92
B        AA (sf)      Subordinate     Fixed              153.34
C        A (sf)       Subordinate     Fixed              194.24
D        BBB (sf)     Subordinate     Fixed              181.97
E        BB (sf)      Subordinate     Fixed               81.79



EASTLAND CLO: Moody's Affirms B1(sf) Rating on Class D Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
note issued by Eastland CLO, Ltd.:

US$81,500,000 Class B Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2022, Upgraded to Aa1 (sf);
previously on Sep 14, 2016 Upgraded to Aa3 (sf)

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

US$100,000,000 Class A-1 Floating Rate Senior Secured Extendable
Notes Due 2022 (current outstanding balance of $18,092,767),
Affirmed Aaa (sf); previously on September 14, 2016 Affirmed Aaa
(sf)

U.S.$206,000,000 Class A-2b Floating Rate Senior Secured Extendable
Notes Due 2022 (current outstanding balance of $186,644,986),
Affirmed Aaa (sf); previously on September 14, 2016 Affirmed Aaa
(sf)

US$78,500,000 Class A-3 Floating Rate Senior Secured Extendable
Notes Due 2022, Affirmed Aaa (sf); previously on September 14, 2016
Affirmed Aaa (sf)

US$68,500,000 Class C Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2022, Affirmed Ba1 (sf); previously
on September 14, 2016 Affirmed Ba1 (sf)

US$48,000,000 Class D Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2022 (current outstanding balance of
$37,636,187), Affirmed B1 (sf); previously on September 14, 2016
Affirmed B1 (sf)

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

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since September 2016. Since
September 2016, the Class A-1 notes and A-2b have been paid down by
approximately 48% and 9.5% respectively or $16.6 million and $19.4
million, and the Class A-2a notes have been fully repaid ($152
million). Based on Moody's calculation, the OC ratios for the Class
A, Class B, Class C and Class D notes are 171.21%, 132.95%, 111.93%
and 102.98%, respectively, versus September 2016 levels of 145.05%,
123.66%, 110.03% and 103.74%, respectively.

Nevertheless, the credit quality of the portfolio has deteriorated
since September 2016. Based on Moody's calculation, the weighted
average rating factor is currently 2912 compared to 2761 in
September 2016. Additionally, Moody's notes the transaction
contains some thinly traded or untraded loans, whose lack of
liquidity may pose additional risks relating to the issuer's
ultimate ability or inclination to pursue a liquidation of such
assets, especially if the sales can be transacted only at heavily
discounted price levels.

Methodology Underlying Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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) Exposure to credit estimates: The deal contains a large number
of securities whose default probabilities Moody's has assessed
through credit estimates. Moody's normally updates such estimates
at least once annually, but if such updates do not occur, the
transaction could be negatively affected by any default probability
adjustments Moody's assumes in lieu of updated credit estimates.

8) Exposure to assets with low credit quality and weak liquidity:
The presence of assets rated Caa3 with a negative outlook, Caa2 or
Caa3 on review for downgrade or the worst Moody's speculative grade
liquidity (SGL) rating, SGL-4, exposes the notes to additional
risks if these assets default. The historical default rate is
higher than average for these assets. Due to the deal's exposure to
such assets, which constitute around $11.5 million of par, Moody's
ran a sensitivity case defaulting those assets.

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

Moody's Adjusted WARF - 20% (2330)

Class A-1: 0

Class A-2b: 0

Class A-3: 0

Class B: +1

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3494)

Class A-1: 0

Class A-2b: 0

Class A-3: 0

Class B: -1

Class C: -1

Class D: -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 "Moody's Global
Approach to Rating Collateralized Loan Obligations

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 $468.2 million, defaulted par of
$64.4 million, a weighted average default probability of 19.00%
(implying a WARF of 2912), a weighted average recovery rate upon
default of 45.28%, a diversity score of 22 and a weighted average
spread of 3.10% (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.


FIRST UNION-LEHMAN 1998-C2: Moody's Affirms C Rating on Cl. L Debt
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating on two classes
and affirmed the ratings on two classes in First Union-Lehman
Brothers-Bank of America 1998-C2, Commercial Mortgage Pass-Through
Certificates, Series 1998-C2:

Cl. J, Upgraded to Aaa (sf); previously on Nov 3, 2016 Upgraded to
Aa2 (sf)

Cl. K, Upgraded to Baa3 (sf); previously on Nov 3, 2016 Upgraded to
Ba1 (sf)

Cl. L, Affirmed C (sf); previously on Nov 3, 2016 Affirmed C (sf)

Cl. IO, Affirmed Caa2 (sf); previously on Nov 3, 2016 Downgraded to
Caa2 (sf)

RATINGS RATIONALE

The ratings on P&I Classes J & K were upgraded due to an increase
in defeasance.

The rating on P&I Class L was affirmed due to Moody's expected loss
plus realized loss. Class L has already experienced a 45% realized
loss as a result of previously liquidated loans.

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

Moody's rating action reflects a base expected loss of 3.5% of the
current balance, compared to 7.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.0% of the original
pooled balance, compared to 2.1% at Moody's 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 RATINGS:

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 these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014,
"Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS" Published in October 2015, and "Moody's Approach to
Rating Credit Tenant Lease and Comparable Lease Financings"
published in October 2016.

Additionally, the methodology used in rating Cl. IO was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of First Union-Lehman
Brothers-Bank of America Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1998-C2.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 review also used a Gaussian copula model, incorporated in
its public CDO rating model CDOROM, to generate a portfolio loss
distribution for the CTL component of the pool.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18, compared to 24 at Moody's last review.

DEAL PERFORMANCE

As of the March 20, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 97.3% to $92.5
million from $3.4 billion at securitization. The Certificates are
collateralized by 72 mortgage loans ranging in size from less than
1% to 7.1% of the pool, with the top ten loans (excluding
defeasance) representing 35% of the pool. Twenty-three loans,
constituting 44% of the pool, have defeased and are secured by US
Government securities.

Seven loans, constituting 7.5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Forty-two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $66.5 million (for an average loss
severity of 50%). Currently, there are no loans in special
servicing.

Moody's received full year 2015 operating results for 78% of the
pool. Moody's weighted average conduit LTV is 46%, compared to 44%
at Moody's last review. Moody's conduit component excludes loans
with structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.7%.

Moody's actual and stressed conduit DSCRs are 1.36X and 4.23X,
respectively, compared to 1.31X and 3.81X 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 performing conduit loans represent 15% of the pool
balance. The largest loan is the AMC Entertainment Movie Theater
Loan ($5.3 million -- 5.7% of the pool). The loan is secured by a
48,000 SF movie theater located in Hodgkins, Illinois, about 20
miles outside of Chicago. The property is 100% leased to Plitt
Theaters (currently AMC Entertainment) through February 2023. The
fully amortizing loan matures in February 2023. Due to the single
tenant exposure Moody's utilized a lit/dark analysis. Moody's LTV
and stressed DSCR are 64% and 1.61X, respectively, compared to 64%
and 1.62X at the last review.

The second largest loan is the Minges Brook Mall Loan ($4.7 million
-- 5.1% of the pool). The loan is secured by a 87,000 SF retail
property located in Battle Creek, Michigan. The property is
shadow-anchored by Target, with a lease expiration in February
2025. Felpausch Food Center vacated its 48,000 SF space and the
remaining major tenants include a hardware warehouse, fitness
center and Dollar Tree. Moody's LTV and stressed DSCR are 76% and
1.68X, respectively, compared to 68% and 1.50X at the last review.

The third largest loan is the Carolina Apartments Loan ($4.4
million -- 4.7 % of the pool). The loan is secured by 209 unit
multifamily property located in Carrboro, NC approximately 15 miles
southwest of Durham and Duke University. The loan is fully
amortizing and is scheduled to mature in April 2028. The property
was 89% occupied as of December 2016.

Moody's LTV and stressed DSCR are 57% and 1.71X, respectively,
compared to 58% and 1.68X at the last review.

The CTL component consists of 29 loans, totaling 22% of the pool,
secured by properties leased to 11 tenants. The largest exposures
are Brinker International, Inc.($27 million -- 29% of the pool;
Senior Unsecured Rating: Ba1 -- stable outlook), New Albertson's,
Inc. ($6.0 million -- 6.6% of the pool; unrated) and Walgreens Co
($3.3 million -- 3.6% of the pool; Senior Unsecured Rating: Baa2
-- on review). The bottom-dollar weighted average rating factor
(WARF) for this pool is 2244, compared to 2234 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.


FLATIRON CLO 17: Moody's Assigns (P)Ba3(sf) Rating on Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to five
classes of notes to be issued by Flatiron CLO 17 Ltd.

Moody's rating action is:

US$256,000,000 Class A Senior Secured Floating Rate Notes due 2030
(the "Class A Notes"), Assigned (P)Aaa (sf)

US$46,000,000 Class B Senior Secured Floating Rate Notes due 2030
(the "Class B Notes"), Assigned (P)Aa2 (sf)

US$24,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030 (the "Class C Notes"), Assigned (P)A2 (sf)

US$24,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$18,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030 (the "Class E Notes"), Assigned (P)Ba3 (sf)

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

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.

Flatiron CLO 17 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 expects the portfolio to be approximately 75% ramped
as of the closing date.

NYL Investors LLC (the "Manager"), will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 5.5 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 October 2016.

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

Par amount: $400,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2825

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.5%

Weighted Average Life (WAL): 9.0 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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 a component
in determining the ratings assigned to the Rated Notes. This
sensitivity analysis includes increased default probability
relative to the base case.

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

Percentage Change in WARF -- increase of 15% (from 2825 to 3249)

Rating Impact in Rating Notches

Class A Notes: 0

Class B Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

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

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1


FREDDIE MAC 2017-DNA2: Fitch to Rate 12 Note Classes 'B+sf'
-----------------------------------------------------------
Fitch Ratings expects to rate Freddie Mac's risk-transfer
transaction, Structured Agency Credit Risk Debt Notes Series
2017-DNA2 (STACR 2017-DNA2) as follows:

-- $516,000,000 class M-1 notes 'BBB-sf'; Outlook Stable;
-- $279,500,000 class M-2A notes 'BBsf'; Outlook Stable;
-- $279,500,000 class M-2B notes 'B+sf'; Outlook Stable;
-- $559,000,000 class M-2 exchangeable notes 'B+sf'; Outlook
    Stable;
-- $559,000,000 class M-2R exchangeable notes 'B+sf'; Outlook
    Stable;
-- $559,000,000 class M-2S exchangeable notes 'B+sf'; Outlook
    Stable;
-- $559,000,000 class M-2T exchangeable notes 'B+sf'; Outlook
    Stable;
-- $559,000,000 class M-2U exchangeable notes 'B+sf'; Outlook
    Stable;
-- $559,000,000 class M-2I notional exchangeable notes 'B+sf';
    Outlook Stable;
-- $279,500,000 class M-2AR exchangeable notes 'BBsf'; Outlook
    Stable;
-- $279,500,000 class M-2AS exchangeable notes 'BBsf'; Outlook
    Stable;
-- $279,500,000 class M-2AT exchangeable notes 'BBsf'; Outlook
    Stable;
-- $279,500,000 class M-2AU exchangeable notes 'BBsf'; Outlook
    Stable;
-- $279,500,000 class M-2AI notional exchangeable notes 'BBsf';
    Outlook Stable;
-- $279,500,000 class M-2BR exchangeable notes 'B+sf'; Outlook
    Stable;
-- $279,500,000 class M-2BS exchangeable notes 'B+sf'; Outlook
    Stable;
-- $279,500,000 class M-2BT exchangeable notes 'B+sf'; Outlook
    Stable;
-- $279,500,000 class M-2BU exchangeable notes 'B+sf'; Outlook
    Stable;
-- $279,500,000 class M-2BI notional exchangeable notes 'B+sf';
    Outlook Stable.

The following classes will not be rated by Fitch:

-- $115,000,000 class B-1 notes;
-- $30,000,000 class B-2 notes;
-- $58,590,835,369 class A-H reference tranche;
-- $212,590,699 class M-1H reference tranche;
-- $115,153,295 class M-2AH reference tranche;
-- $115,153,295 class M-2BH reference tranche;
-- $188,579,458 class B-1H reference tranche;
-- $273,579,458 class B-2H reference tranche.

The 'BBB-sf' rating for the M-1 notes reflects the 2.30%
subordination provided by the 0.65% class M-2A notes, 0.65% class
M-2B notes, 0.50% class B-1 notes and 0.50% class B-2 notes. The
'BBsf' rating for the M-2A notes reflects the 1.65% subordination
provided by the 0.65% class M-2B notes, 0.50% class B-1 notes and
0.50% class B-2 notes. The 'B+sf' rating for the M-2B notes
reflects the 1.00% subordination provided by the 0.50% class B-1
notes and the 0.50% class B-2 notes. The notes are general
unsecured obligations of Freddie Mac ('AAA'/Outlook Stable) subject
to the credit and principal payment risk of a pool of certain
residential mortgage loans held in various Freddie Mac-guaranteed
MBS.

STACR 2017-DNA2 represents Freddie Mac's 16th risk transfer
transaction applying actual loan loss severity (LS) issued as part
of the Federal Housing Finance Agency's Conservatorship Strategic
Plan for 2013 - 2017 for each of the government-sponsored
enterprises (GSEs) to demonstrate the viability of multiple types
of risk-transfer transactions involving single-family mortgages.

The objective of the transaction is to transfer credit risk from
Freddie Mac to private investors with respect to a $60.7 billion
pool of mortgage loans currently held guaranteed by Freddie Mac
where principal repayment of the notes is subject to the
performance of a reference pool of mortgage loans. As loans
liquidate or other credit events occur, the outstanding principal
balance of the debt notes will be reduced by the actual loan's LS
percentage related to those credit events, which includes
borrower's delinquent interest.

While the transaction structure simulates the behavior and credit
risk of traditional RMBS senior-subordinate securities, Freddie Mac
will be responsible for making monthly payments of interest and
principal to investors. Because of the counterparty dependence on
Freddie Mac, Fitch's expected rating on the M-1, M-2A and M-2B
notes will be based on the lower of: the quality of the mortgage
loan reference pool and credit enhancement (CE) available through
subordination, and Freddie Mac's Issuer Default Rating. The M-1,
M-2A M-2B, B-1, and B-2 notes will be issued as LIBOR-based
floaters. In the event that the one-month LIBOR rate falls below
zero and becomes negative, the coupons of the interest-only
modifications and combinations (MAC) notes may be subject to a
downward adjustment, so that the aggregate interest payable within
the related MAC combination does not exceed the interest payable to
the notes for which such classes were exchanged. The notes will
carry a 12.5-year legal final maturity.

KEY RATING DRIVERS

High-Quality Mortgage Pool (Positive): The reference pool consists
of loans with original loan-to-value ratios (LTVs) of over 60% and
less than or equal to 80% with a weighted average (WA) original
combined LTV of 75.8%. The WA debt-to-income (DTI) ratio of 34.7%
and credit score of 751 reflect the strong credit profile of
post-crisis mortgage originations.

ADDITIONAL RATING DRIVERS

Actual Loss Severities (Neutral): This will be Freddie Mac's 16th
actual loss risk transfer transaction in which losses borne by the
noteholders will not be based on a fixed LS schedule. The notes in
this transaction will experience losses realized at the time of
liquidation or loan modification which will include both lost
principal and delinquent interest.

12.5-Year Hard Maturity (Positive): The M-1, M-2A, and M-2B notes
benefit from a 12.5-year legal final maturity. Thus, any credit
events on the reference pool that occur beyond year 12.5 are borne
by Freddie Mac and do not affect the transaction. In addition,
credit events that occur prior to maturity with losses realized
from liquidations or loan modifications that occur after the final
maturity date will not be passed through to noteholders.

Solid Lender Review and Acquisition Processes (Positive): Fitch
found that Freddie Mac has a well-established and disciplined
process in place for the purchase of loans and views its
lender-approval and oversight processes for minimizing counterparty
risk and ensuring sound loan quality acquisitions as positive. Loan
quality control (QC) review processes are thorough and indicate a
tight control environment that limits origination risk. Fitch has
determined Freddie Mac to be an above-average aggregator for its
2013 and later product. Fitch accounted for the lower risk by
applying a lower default estimate for the reference pool.

Advantageous Payment Priority (Positive): The M-1 class strongly
benefits from the sequential pay structure and stable CE provided
by the more junior M-2A, M-2B, B-1, and B-2 classes, which are
locked out from receiving any principal until classes with a more
senior payment priority are paid in full. However, available CE for
the junior classes as a percentage of the outstanding reference
pool increases in tandem with the paydown of the M-1 class. Given
the size of the M-1 class relative to the combined total of all the
junior classes, together with the sequential pay structure, the
class M-1 will de-lever and CE as a percentage will build faster
than in a pro rata payment structure.

Solid Alignment of Interests (Positive): While the transaction is
designed to transfer credit risk to private investors, Fitch
believes the transaction benefits from a solid alignment of
interests. Freddie Mac will retain credit risk in the transaction
by holding the senior reference tranche A-H, which has 3.50% of
loss protection, as well as a minimum of 5% of the M-1, M-2A, M-2B,
and B-1 tranches and a minimum of 75% of the first-loss B-2
tranche. Initially, Freddie Mac will retain an approximately 29.2%
vertical slice/interest in the M-1, M-2A, and M-2B tranches.

Receivership Risk Considered (Neutral): Under the Federal Housing
Finance Regulatory Reform Act, the Federal Housing Finance Agency
(FHFA) must place Freddie Mac into receivership if it determines
that the government-sponsored enterprise's (GSE) assets are less
than its obligations for longer than 60 days following the deadline
of its SEC filing. As receiver, FHFA could repudiate any contract
entered into by Freddie Mac if it is determined that such action
would promote an orderly administration of Freddie Mac's affairs.
Fitch believes that the U.S. government will continue to support
Freddie Mac, as reflected in its current rating of the GSE.
However, if, at some point, Fitch views the support as being
reduced and receivership likely, the rating of Freddie Mac could be
downgraded and ratings on the M-1, M-2A, and M-2B notes, along with
their corresponding MAC notes, could be affected

RATING SENSITIVITIES

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

This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0%, in addition to the
model projected 24.0% at the 'BBBsf' level, 22.4% at the 'BBB-sf'
level and 14.5% at the 'Bsf' level. The analysis indicates that
there is some potential rating migration with higher MVDs, compared
with the model projection.

Fitch also conducted defined rating sensitivities which determine
the stresses to MVDs that would reduce a rating by one full
category, to non-investment grade, and to 'CCCsf'. For example,
additional MVDs of 11%, 11% and 34% would potentially move the
'BBBsf' rated class down one rating category, to non-investment
grade, to 'CCCsf', respectively.


GALAXY CLO XXIII: S&P Assigns 'BB-' Rating on Class E Notes
-----------------------------------------------------------
S&P Global Ratings assigned its ratings to Galaxy XXIII CLO
Ltd./Galaxy XXIII CLO LLC's $395.50 million floating-rate notes
(including the combination notes; see list).

The note issuance is a collateralized loan obligation transaction
backed primarily by broadly syndicated senior secured term loans.

The ratings reflect:

   -- The diversified collateral pool, which consists primarily of

      broadly syndicated speculative-grade senior secured term
      loans that are governed by collateral quality tests.  The
      credit enhancement provided through the subordination of
      cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.  The
      transaction's legal structure, which is expected to be
      bankruptcy remote.

RATINGS ASSIGNED

Galaxy XXIII CLO Ltd./Galaxy XXIII CLO LLC

Class                  Rating            Amount (mil. $)
A                      AAA (sf)                   254.00
B-1                    AA (sf)                     43.00
B-2                    AA (sf)                      3.00
C-1                    A (sf)                      14.00
C-2                    A (sf)                      15.00
D                      BBB (sf)                    21.00
E                      BB- (sf)                    17.50
F                      B (sf)                       6.50
Subordinated notes     NR                          35.00
Combination notes      A-p (sf)                    21.50

p--Principal-only.
NR--Not rated.


GMAC COMMERCIAL 2003-C3: Moody's Affirms Ca Rating on Cl. L Debt
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the ratings on three classes in GMAC Commercial Mortgage
Securities, Inc. Series 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3:

Cl. J, Affirmed Aaa (sf); previously on Apr 28, 2016 Upgraded to
Aaa (sf)

Cl. K, Upgraded to Baa1 (sf); previously on Apr 28, 2016 Upgraded
to Baa3 (sf)

Cl. L, Affirmed Ca (sf); previously on Apr 28, 2016 Affirmed Ca
(sf)

Cl. X-1, Affirmed Caa3 (sf); previously on Apr 28, 2016 Affirmed
Caa3 (sf)

RATINGS RATIONALE

The rating on the Class K was upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization. The deal has paid down approximately 7% since Moody's
last review.

The rating on the Class J was affirmed because the transaction's
key metrics, including Moody's loan-to-value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the transaction's
Herfindahl Index (Herf), are within acceptable ranges. The rating
on Class L was affirmed because the ratings are consistent with
Moody's expected loss plus realized losses. Class L has already
experienced a 39% realized loss as a result of previously
liquidated loans.

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

Moody's does not anticipate losses from the remaining collateral in
the current environment. However, over the remaining life of the
transaction, losses may emerge from macro stresses to the
environment and changes in collateral performance. Moody's ratings
reflect the potential for future losses under varying levels of
stress. Moody's base expected loss plus realized losses is now 3.3%
of the original pooled balance, unchanged from the 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 RATINGS:

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 these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-1 was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of GMAC Commercial Mortgage
Securities, Inc. Series 2003-C3.

DESCRIPTION OF MODELS USED

Moody's analysis used the excel-based Large Loan Model. 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 and property type. 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 March 10, 2017 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 99% to $17.55
million from $1.33 billion at securitization. The certificates are
collateralized by 5 mortgage loans ranging in size from less than
6% to 45% of the pool. Two loans, constituting 44% of the pool,
have defeased and are secured by US government securities.

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $44.3 million (for an average loss
severity of 30%).

The three remaining non-defeased loans represent 56% of the pool
balance. The largest loan is the Shaw's Lewiston loan ($7.79
million -- 44.4% of the pool), which is secured by a
grocery-anchored retail center in Lewiston, Maine. The loan is
fully amortizing and has paid down over 44% since securitization.
The loan term and the sole tenant's lease are co-terminus. Due to
the single tenant exposure, Moody's value utilized a lit/dark
analysis. Moody's LTV and stressed DSCR are 68% and 1.50X,
respectively, compared to 70% and 1.47X at the last review.

The second largest loan is the Walgreen Meridian loan ($1.09
million -- 6.2% of the pool), which is secured by a Walgreens
located in Meridian, Mississippi. The tenant's lease runs until
June 2028. The loan is fully amortizing and has paid down over 54%
since securitization. Due to the single tenant exposure, Moody's
value utilized a lit/dark analysis. Moody's LTV and stressed DSCR
are 35% and 2.55X, respectively, compared to 39% and 2.29X at the
last review.

The third largest loan is the Walgreens Hattiesburg loan ($998,972
-- 5.7% of the pool), which is secured by a Walgreens located in
Hattiesburg, Mississippi. The loan is fully amortizing and has paid
down over 54% since securitization. The tenant's first termination
option is in August 2023, which coincides with the loan's maturity
date. Due to the single tenant exposure, Moody's value utilized a
lit/dark analysis. Moody's LTV and stressed DSCR are 27% and 3.30X,
respectively, compared to 31% and 2.92X at the last review.


GREENBRIAR CLO: Moody's Affirms Ba3(sf) Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
note issued by Greenbriar CLO, Ltd.:

US$50,000,000 Class C Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2021, Upgraded to Aa1 (sf);
previously on September 22, 2016 Upgraded to A1 (sf)

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

US$730,000,000 Class A Floating Rate Senior Secured Extendable
Notes Due 2021 (current balance of $175,070,449.37), Affirmed Aaa
(sf); previously on September 22, 2016 Affirmed Aaa (sf)

US$60,000,000 Class B Floating Rate Senior Secured Extendable Notes
Due 2021, Affirmed Aaa (sf); previously on September 22, 2016
Upgraded to Aaa (sf)

US$40,000,000 Class D Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2021, Affirmed Ba1 (sf); previously
on September 22, 2016 Affirmed Ba1 (sf)

US$40,000,000 Class E Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due 2021 (current balance of
$22,955,095.08), Affirmed Ba3 (sf); previously on September 22,
2016 Affirmed Ba3 (sf)

Greenbriar CLO, Ltd, issued in December 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans with exposure to equity, illiquid loans and legacy
defaulted assets. The transaction's reinvestment period ended in
November 2014.

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since September 2016. The Class
A notes have been paid down by approximately 40% or $115.3 million
since that time. Based on Moody's calculation, the OC ratios for
the Class A, Class B, Class C, Class D, and Class E notes are
currently 213.38%, 158.92%, 131.05%, 114.92%, and
107.34%respectively, versus September 2016 levels of 168.62%,
139.74%, 122.29%, 111.18%, and 105.67%, respectively.

Nevertheless, the credit quality of the portfolio has deteriorated
since September 2016. Based on Moody's calculation, the weighted
average rating factor (WARF) is currently 3419 compared to 3093 in
September 2016. The deterioration in WARF is primarily due to
percentage increase in assets with a Moody's default probability
rating of Caa1 or below, which increased since September 2016.
Based on Moody's calculation, which include adjustments for ratings
with a negative outlook and ratings on review for downgrade, assets
with a Moody's default probability rating of Caa1 or below
currently make up 29.6% of the portfolio, compared to 21.4% in
September 2016. Moody's also notes that the deal holds a material
par amount of thinly traded or untraded loans, whose lack of
liquidity may pose additional risks especially for Class D and
Class E notes, relating to the issuer's ultimate ability to pursue
a liquidation of such assets, especially if the sales can be
transacted only at heavily discounted price levels.

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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. However, actual
long-dated asset exposures and prevailing market prices and
conditions at the CLO's maturity will drive the deal's actual
losses, if any, from long-dated assets.

7) Exposure to assets with low credit quality and weak liquidity:
The presence of assets rated Caa3 with a negative outlook, Caa2 or
Caa3 on review for downgrade or the worst Moody's speculative grade
liquidity (SGL) rating, SGL-4, exposes the notes to additional
risks if these assets default. The historical default rate is
higher than average for these assets. Due to the deal's exposure to
such assets, which constitute around $6.7 million of par, Moody's
ran a sensitivity case defaulting those assets.

8) Exposure to equity holdings: The portfolio currently has
material exposure to equity holdings. Manager has discretion over
selection and timing of selling those holdings and the final
realized values of sales may have positive impact on cashflows to
rated notes.

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% (2735)

Class A: 0

Class B: 0

Class C: +1

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (4103)

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 "Moody's Global
Approach to Rating Collateralized Loan Obligations."

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 $364.6 million, defaulted par of
$31.0 million, a weighted average default probability of 21.84%
(implying a WARF of 3419), a weighted average recovery rate upon
future default of 48.99%, a diversity score of 23 and a weighted
average spread of 3.14%(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.

A proportion of the collateral pool includes debt obligations whose
credit quality Moody's assesses through credit estimates. Moody's
analysis reflects adjustments with respect to the default
probabilities associated with credit estimates. Specifically,
Moody's assumed an equivalent of Caa3 for assets with credit
estimates that have not been updated within the last 15 months,
which represent approximately 11.3% of the collateral pool.


GS MORTGAGE 2011-GC5: Moody's Affirms B2(sf) Rating on Cl. F Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on eleven
classes in GS Mortgage Securities Trust 2011-GC5, Commercial
Mortgage Pass-Through Certificates, Series 2011-GC5:

Cl. A-2 Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. A-3 Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. A-4 Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. A-S Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. B Certificate, Affirmed Aa2 (sf); previously on Apr 21, 2016
Upgraded to Aa2 (sf)

Cl. C Certificate, Affirmed A2 (sf); previously on Apr 21, 2016
Upgraded to A2 (sf)

Cl. D Certificate, Affirmed Baa3 (sf); previously on Apr 21, 2016
Affirmed Baa3 (sf)

Cl. E Certificate, Affirmed Ba3 (sf); previously on Apr 21, 2016
Affirmed Ba3 (sf)

Cl. F Certificate, Affirmed B2 (sf); previously on Apr 21, 2016
Affirmed B2 (sf)

Cl. X-A Certificate, Affirmed Aaa (sf); previously on Apr 21, 2016
Affirmed Aaa (sf)

Cl. X-B Certificate, Affirmed Ba3 (sf); previously on Apr 21, 2016
Affirmed Ba3 (sf)

RATINGS RATIONALE

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

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

Moody's rating action reflects a base expected loss of 2.9% of the
current balance, compared to 2.6% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.0% of the original
pooled balance, compared to 1.9% at the 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 RATINGS:

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 these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014 and
"Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-A and Cl. X-B
was Moody's Approach to Rating Structured Finance Interest-Only
Securities methodology published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of GSMS 2011-GC5.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 13, compared to 15 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model 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, and property
type. 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 March 10, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 32.3% to $1.18
billion from $1.7 billion at securitization. The certificates are
collateralized by 50 mortgage loans ranging in size from less than
1% to 15.4% of the pool, with the top ten loans (excluding
defeasance) constituting 60.7% of the pool. Two loans, constituting
5.8% of the pool, have investment-grade structured credit
assessments. Five loans, constituting 10.6% of the pool, have
defeased and are secured by US government securities.

Six loans, constituting 6.5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

There are no loans that have been liquidated from the pool with a
loss. One loan, constituting 1.2% of the pool, is currently in
special servicing. The specially serviced loan is the Hills Loan
($14.25 million -- 1.2% of the pool), which is secured by a complex
of office/flex buildings located in North Richland Hills, Texas.
The loan transferred to special servicing on April 2013 due to
imminent default. The subjects largest tenant, ATI Enterprises (44%
of the GLA), defaulted and vacated the site without notice in
February of 2013. The property became REO in July 2013. As per the
September 2016 rent roll the property was 87.8% leased, compared to
54% leased as of December 2015. In November 2016, LNR Partners LLC
replaced Torchlight Loan Services as the Special Servicer for the
loan.

Moody's has assumed a high default probability for three poorly
performing loans, constituting 5% of the pool, and has estimated an
aggregate loss of $17.8 million (a 30% expected loss based on a 66%
probability default) from these troubled loans.

Moody's received full year 2015 operating results for 88% of the
pool, and full or partial year 2016 operating results for 88% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 81.4%, compared to 79.8% 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 14.8% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.13%.

Moody's actual and stressed conduit DSCRs are 1.65X and 1.25X,
respectively, compared to 1.71X and 1.28X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a structured credit assessment is the Museum
Square Loan ($58.4 million -- 4.9% of the pool), which is secured
by a 553,000 square foot (SF) class B+ office building located in
the Miracle Mile submarket of Los Angeles, California. As per the
January 2017 rent roll the property was 90% leased, the same as of
January 2016. Moody's structured credit assessment and stressed
DSCR are aa3 (sca.pd) and 1.81X, respectively, compared to a1
(sca.pd) and 1.75X at the last review.

The second loan with a structured credit assessment is the Alhambra
Renaissance Center Loan ($9.7 million -- 0.8% of the pool), which
is secured by a Regal Cinema anchored center located in Alhambra,
California, approximately 10 miles northeast of Los Angeles. The
Regal Cinema occupies 87.5% of the NRA, with a lease due to expire
in November 2017. Due to the single tenant concentration, Moody's
valuation reflects a lit/dark analysis. Moody's structured credit
assessment and stressed DSCR are baa3 (sca.pd) and 1.36X,
respectively, compared to a2 (sca.pd) and 1.77X at the last
review.

The top three conduit loans represent 37.6% of the pool balance.
The largest loan is the Park Place Mall Loan ($182 million -- 15.4%
of the pool), which is secured by a 478,000 square foot (SF)
interest of a 1.06 million square feet (SF) dominant super-regional
mall in Tucson, Arizona. Sears, Dillard's and Macy's anchor the
mall and own their own spaces. The largest collateral tenant is an
18-screen movie theatre. As per the September 2016 rent roll the
total mall and in-line occupancy was 98.6% and 96.7%, compared to
97.9% and 93.7% as of December 2015. Moody's LTV and stressed DSCR
are 85.5% and 1.08X, respectively, compared to 85.9% and 1.07X at
the last review.

The second largest loan is the 1551 Broadway Loan ($180 million --
15.2% of the pool), which is secured by a 26,000 square foot (SF)
single tenant retail property and a 15,000 square foot (SF) LED
sign located in the Bow Tie area of Manhattan's Times Square
district. The property and LED sign are leased to AE Outfitters,
Inc. a fully owned subsidiary of American Eagle Outfitters, Inc.
through February 2024. Moody's LTV and stressed DSCR are 87.7% and
0.95X, respectively, the same as at the last review.

The third largest loan is the Parkdale Mall & Crossing Loan ($82.9
million -- 7% of the pool), which is secured by a 743,000 square
foot (SF) interest in a 1.41 million square foot (SF)
super-regional mall in Beaumont, Texas. Sears, Dillard's, JC
Penney's and Macy's anchor the mall and own their own spaces. The
Macy's at this property which occupies 13% of the NRA with a lease
expiration of 2023, was on the official store closure list and
subsequently closed this month. As per the September 2016 rent roll
total mall collateral was 94.6% leased (includes Macy's), compared
to 96.7% As of September 2015. Moody's LTV and stressed DSCR are
75.3% and 1.4X, respectively, compared to 70.5% and 1.46X at the
last review.


JP MORGAN 2002-CIBC4: Moody's Affirms C(sf) Rating on Cl. E Certs
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the ratings on three classes in J.P. Morgan Chase
Commercial Mortgage Securities Corp., Pass-Through Certificates,
Ser. 2002-CIBC4:

Cl. C, Upgraded to Baa1 (sf); previously on Apr 8, 2016 Upgraded to
Ba1 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Apr 8, 2016 Affirmed Caa3
(sf)

Cl. E, Affirmed C (sf); previously on Apr 8, 2016 Affirmed C (sf)

Cl. X-1, Affirmed Caa3 (sf); previously on Apr 8, 2016 Affirmed
Caa3 (sf)

RATINGS RATIONALE

The rating on one P&I class (Class C) was upgraded based primarily
on an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 37% since Moody's last
review.

The rating on one P&I class (Class D) was affirmed because the
ratings are consistent with Moody's expected loss.

The rating on one P&I class (Class E) was affirmed because the
ratings are consistent with Moody's expected loss plus realized
losses. Class E has already experienced a 91% realized loss as
result of previously liquidated loans.

The rating on one IO class (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 4.6% of the
current balance, compared to 2.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 12.3% of the
original pooled balance, compared to 12.4% at the 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 A UPGRADE OR DOWNGRADE OF THE RATINGS:

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 these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-1 was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of JPMCC 2002-CIBC4.

DESCRIPTION OF MODELS USED

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

Moody's analysis used the excel-based Large Loan Model. 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 and property type. 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 March 13, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $15 million
from $799 million at securitization. The certificates are
collateralized by eight mortgage loans ranging in size from 3% to
36% of the pool. Three loans, constituting 17% of the pool, have
defeased and are secured by US government securities.

One loan, constituting 17% 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.

Nineteen loans have been liquidated from the pool, resulting in or
contributing to an aggregate realized loss of $97.7 million (for an
average loss severity of 23%). One loan, constituting 11% of the
pool, is currently in special servicing. The largest specially
serviced loan is the Northstar Center Building Two Loan ($1.7
million -- 11.0% of the pool), which is secured by an unanchored
three-story retail center in Edwards, Colorado. The property
includes an apartment unit. The loan was transferred to the special
servicer in 2012 for maturity default and became REO in October
2013.

As of the March 13, 2017 remittance statement cumulative interest
shortfalls on remaining P&I classes were $4.1 million. Moody's
anticipates interest shortfalls will continue because of the
exposure to specially serviced loans. Interest shortfalls are
caused by special servicing fees, including workout and liquidation
fees, appraisal entitlement reductions (ASERs), loan modifications
and extraordinary trust expenses.

Moody's received full year 2015 operating results for 100% of the
pool and full or partial year 2016 operating results for 100% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 41%, compared to 56% 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 10%.

Moody's actual and stressed conduit DSCRs are 1.03X and 2.72X,
respectively, compared to 1.08X and 2.41X 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 65% of the pool balance. The
largest loan is the Plainfield Commons Loan ($5.6 million -- 36.5%
of the pool), which is secured by a 174,000 square foot (SF)
anchored retail property in Plainfield, Indiana. The property was
99% leased as of year-end 2016, the same as of year-end 2015.
Moody's LTV and stressed DSCR are 37% and 2.75X, respectively,
compared to 39% and 2.65X at the last review.

The second largest loan is the 555 Post Street Loan ($2.5 million
-- 16.5% of the pool), which is secured by a seven-story office
property in downtown San Francisco, California, two blocks west of
Union Square. The property was 100% leased as of September 2016,
though occupancy suffered in 2014 when a major tenant departed.
Several of the current tenants are on short term leases with
potential lease rollover in late 2017. The loan metrics benefit
from amortization. Moody's LTV and stressed DSCR are 63% and 1.68X,
respectively, compared to 66% and 1.59X at the last review.

The third largest loan is the Center at Panola Loan ($1.9 million
-- 12.4% of the pool), which is secured by a grocery-anchored
retail property located in Lithonia, Georgia, about 15 miles east
of the Atlanta CBD. The property was 100% leased as of December
2016. The loan metrics benefit from amortization. Moody's LTV and
stressed DSCR are 33% and 3.15X, respectively, compared to 39% and
2.66X at the last review.


JP MORGAN 2006-LDP9: Moody's Affirms Ba1 Ratings on 2 Tranches
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on ten and
downgraded the ratings on three classes in J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series 2006-LDP9, Commercial
Pass-Through Certificates, Series 2006-LDP9:

Cl. A-3SFL, Affirmed Aa1 (sf); previously on May 6, 2016 Upgraded
to Aa1 (sf)

Cl. A-3SFX, Affirmed Aa1 (sf); previously on May 6, 2016 Upgraded
to Aa1 (sf)

Cl. A-M, Affirmed Ba1 (sf); previously on May 6, 2016 Affirmed Ba1
(sf)

Cl. A-MS, Affirmed Ba1 (sf); previously on May 6, 2016 Affirmed Ba1
(sf)

Cl. A-J, Downgraded to Ca (sf); previously on May 6, 2016
Downgraded to Caa3 (sf)

Cl. A-JS, Downgraded to Ca (sf); previously on May 6, 2016
Downgraded to Caa3 (sf)

Cl. B, Affirmed C (sf); previously on May 6, 2016 Downgraded to C
(sf)

Cl. B-S, Affirmed C (sf); previously on May 6, 2016 Downgraded to C
(sf)

Cl. C, Affirmed C (sf); previously on May 6, 2016 Affirmed C (sf)

Cl. C-S, Affirmed C (sf); previously on May 6, 2016 Affirmed C
(sf)

Cl. D, Affirmed C (sf); previously on May 6, 2016 Affirmed C (sf)

Cl. D-S, Affirmed C (sf); previously on May 6, 2016 Affirmed C
(sf)

Cl. X, Downgraded to Caa3 (sf); previously on May 6, 2016
Downgraded to B3 (sf)

RATINGS RATIONALE

The ratings on P&I Classes A-3SFL and A-3SFX were affirmed due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed DSCR and the Herfindahl Index remaining within
acceptable ranges.

The ratings on P&I Classes A-M, A-MS, B, B-S, C, C-S, D and D-S
were affirmed due to the ratings being consistent with Moody's
expected loss.

The ratings on P&I Classes A-J and A-JS were downgraded because
realized and anticipated losses from specially serviced and
troubled loans were higher than Moody's had previously expected.

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

Moody's rating action reflects a base expected loss of 41.4% of the
current balance compared to 12.9% at Moody's last review. Moody's
base expected loss plus realized losses is now 16.5% of the
original pooled balance, compared to 15.7% at Moody's 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 RATINGS:

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 these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of J.P. Morgan Chase Commercial
Mortgage Securities Corp. Series 2006-LDP9, Commercial Pass-Through
Certificates, Series 2006-LDP9 .

Moody's analysis also incorporated a loss and recovery approach in
developing a credit assessment for the P&I reference class in this
deal since 56% of the pool is in special servicing. In this
approach, Moody's determines a probability of default for each
specially serviced loan that it expects will generate a loss and
estimates a loss given default based on a review of broker's
opinions of value (if available), other information from the
special servicer, available market data and Moody's internal data.
The loss given default for each loan also takes into consideration
repayment of servicer advances to date, estimated future advances
and closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most junior
class(es) and the recovery as a pay down of principal to the most
senior class(es).

DESCRIPTION OF MODELS USED

Moody's 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 10, compared to 28 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model 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 March 15, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 80% to $951 million
from billion from $4.9 billion at securitization. The certificates
are collateralized by 41 mortgage loans ranging in size from less
than 1% to 21% of the pool, with the top ten loans constituting 76%
of the pool. One loan, constituting 1.3% of the pool, have defeased
and are secured by US government securities.

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

Forty-nine loans have been liquidated from the pool at a loss,
resulting in an aggregate realized loss of $409 million (for an
average loss severity of 36%). Thirty loans, constituting 56% of
the pool, are currently in special servicing. The largest specially
serviced loan is the Colony IV Portfolio Loan ($144 million --
15.2% of the pool), which consists of three crossed notes, secured
by 20 properties, comprised of office, industrial, and flex space.
The properties are located in Illinois (16), Virginia (2), New
Jersey (1) and Massachusetts (1). The loan originally transferred
to specially servicing in November 2010, was modified in August
2012, and returned to MS in March 2013. The Loan transferred back
to special servicing in November 2014 due to monetary default after
the Borrower failed to make payment.

The remaining specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $355 million loss
for the specially serviced and troubled loans (62% expected loss on
average).

Moody's received full year 2015 operating results for 81% of the
pool, and full or partial year 2016 operating results for 71%.
Moody's weighted average conduit LTV is 110%, compared to 102% 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 9.2% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.7%.

Moody's actual and stressed conduit DSCRs are 1.74X and 1.00X,
respectively, compared to 1.52X and 1.15X 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 38% of the pool balance. The
largest loan is the 131 South Dearborn Loan -- A Note ($200 million
-- 21.% of the pool), which represents a 50% pari passu interest in
a $472 million senior mortgage. The loan is secured by the 37-story
"Citadel Center", a 1.5 million square foot (SF) office tower in
the Central Loop submarket of Chicago, Illinois. The property is
also encumbered by $50 million of mezzanine debt. The property
transferred to special servicing in May 2014. The property was 97%
occupied as of January 2017, compared to 95% occupied as of April
2016. The largest tenant, Citadel (38% of net rentable area), will
vacate a portion of their subleased space in 2017, and the second
largest tenant, which occupies 20% of the net rentable area (NRA),
is executing an early termination option to move out in 2017. A
division of Constellation Brands, has agreed to lease about 130,000
SF of space starting in early 2018. Moody's A note LTV and stressed
DSCR are 118% and 0.85X, respectively, compared to 113% and 0.75X
at the last review.

The second largest loan is the Discover Mills Loan ($114 million --
11.9% of the pool), which is secured by a 1.2 million SF regional
mall in Lawrenceville, GA. The loan is also encumbered by a $19.9
million B note. The mall is anchored by a Bass Pro Shops, AMC
Theaters and Burlington Coat Factory. Other major tenants include
Books-A-Million, Woodward Skate Park, Last Call Neiman Marcus, Off
5th Saks Fifth Avenue, Off Broadway Shoes, Ross and Sears Outlet.
The property was 86% occupied as of September 2016 , compared to
87% in December 2015. September 2016 in-line space occupancy was
65%. The loan was previously modified in 2013 with the maturity
date extended through December 2018. Moody's A note LTV and
stressed DSCR are 94% and 1.27X, respectively, compared to 75% and
1.33X at the last review.

The third largest loan is the One West Side Loan ($47.5 million --
5.0% of the pool), which is secured by a 92,000 SF retail property
located in Los Angeles, CA. As of December 2016, the property was
99% occupied. The property's tenants include Marshall's, Petsmart
and Michael's. The loan is scheduled to mature in November 2018.
Moody's LTV and stressed DSCR are 122% and 1.37X, respectively, and
remains unchanged since last review.



JP MORGAN 2007-CIBC18: S&P Lowers Rating on Cl. A-J Debt to D
-------------------------------------------------------------
S&P Global Ratings raised its ratings on three classes of
commercial mortgage pass-through certificates from JPMorgan Chase
Commercial Mortgage Securities Trust 2007-CIBC18, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  In addition, S&P
lowered its rating to 'D (sf)' on class A-J from the same
transaction.

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

S&P raised its ratings on classes A-M, A-MFL, and A-MFX to reflect
its expectation of the available credit enhancement for these
classes, which S&P believes is greater than its most recent
estimate of necessary credit enhancement for the respective rating
levels.

While available credit enhancement levels suggest further positive
rating movements on these classes, S&P's analysis also considered
the susceptibility to reduced liquidity support from the 25
specially serviced assets ($403.1 million, 57.2% of the collateral
balance) as well as the largest loan in the pool, the 131 South
Dearborn loan ($236.0 million, 33.5%).

The 131 South Dearborn loan has a whole loan balance of
$472.0 million and is secured by a 1.5 million-sq.-ft. office
property in Chicago.  A $236.0 million pari passu piece is included
in JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP9,
also a CMBS transaction.  The corrected mortgage whole loan was
modified effective July 12, 2016.  The modification terms included
bifurcating the trust balance into a $200.0 million A note and a
$36.0 million subordinate B note, extending the maturity date to
Dec. 31, 2020, and accruing interest on the B note.  According to
the November 2016 rent roll, the property was 90.7% leased.
However, based on information from the master servicer, S&P expects
the occupancy to decline in the near term due to one tenant,
Citadel LLC, downsizing to 289,754 sq. ft. from 598,423 sq. ft. and
another tenant, Seyfarth Shaw LLP (307,900 sq. ft.), vacating its
space.  However, the master servicer indicated that approximately
132,000 sq. ft. of the Seyfarth Shaw LLP space is expected to be
occupied by Constellation Brands under a lease starting in March
2018 and expiring in February 2033.  The reported debt service
coverage (DSC) was 2.09x for the 12 months ended Nov. 30, 2016.

S&P lowered its rating on class A-J to 'D (sf)' because it expects
the accumulated interest shortfalls to remain outstanding for the
foreseeable future.

According to the March 13, 2017, trustee remittance report, the
current net monthly interest shortfalls totaled $1.2 million and
resulted primarily from:

   -- Appraisal subordinate entitlement reduction amounts totaling

      $381,036;

   -- Interest adjustments from interest rate reduction on the 131

      South Dearborn loan totaling 318,656;

   -- Interest reduction from nonrecoverable determination
      totaling $134,678;

   -- Special servicing fees totaling $75,069; and

   -- Shortfalls due to rate modification totaling $288,396.

The current interest shortfalls affected classes subordinate to and
including class A-J.

                        TRANSACTION SUMMARY

As of the March 13, 2017, trustee remittance report, the trust
balance was $712.6 million (18.3% of the trust balance at
issuance); however, the transaction is under-collateralized with
the collateral balance at $705.0 million, which is 18.1% of the
pool balance at issuance.  The pool currently includes 20 loans and
nine real estate-owned (REO) assets (representing A and subordinate
B notes as one loan), down from 225 loans at issuance. Twenty-five
of these assets are with the special servicer and one loan ($2.2
million, 0.3% of the collateral balance) is on the master
servicer's watchlist.  The master servicer, Berkadia Commercial
Mortgage LLC, reported financial information for 49.7% of the loans
in the pool, of which 80.4% was partial- or year-end 2016 data, and
the remainder was year-end 2015 data.

S&P calculated a 1.19x S&P Global Ratings' weighted average DSC and
108.0% S&P Global Ratings' weighted average loan-to-value (LTV)
ratio using a 7.40% S&P Global Ratings' weighted average
capitalization rate.  The DSC, LTV, and capitalization rate
calculations exclude the 25 specially serviced assets and two
subordinate B notes ($48.1 million, 6.8%).  The top 10 assets have
an aggregate outstanding pool trust balance of $569.5 million
(80.8%).  Using adjusted servicer-reported numbers, S&P calculated
a S&P Global Ratings' weighted average DSC and LTV of 1.18x and
110.5%, respectively, for two of the top 10 assets.  The remaining
assets are specially serviced and discussed below.

To date, the transaction has experienced $250.9 million in
principal losses, or 6.4% of the original pool trust balance.  S&P
expects losses to reach approximately 10.8% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the 25 specially serviced assets.

                      CREDIT CONSIDERATIONS

As of the March 13, 2017, trustee remittance report, 25 assets in
the pool were with the special servicer, C-III Asset Management LLC
(C-III).  Details of the two largest specially serviced assets,
both of which are top 10 assets, are:

   -- The Plaza at PPL Center loan ($67.1 million, 9.5%) has $67.5

      million total reported exposure and is secured by a 252,193-
      sq.-ft. office property in Allentown, Pa.  The loan, which
      has a foreclosure-in-progress payment status, was
      transferred to the special servicer on Dec. 5, 2016, due to
      the borrower's incapability to refinance the loan at
      maturity on Dec. 1, 2016.  It is S&P's understanding that a
      default letter was remitted and the property is currently
      being operated under a hard lockbox. C-III stated that it is

      working with the borrower on potential restructuring
      options.  The property is 100% leased to a single tenant
      with an April 2018 lease expiration, and no update was
      provided on the lease renewal status.  The reported DSC was
      1.25x for the nine months ended Sept. 30, 2016.  S&P expects

      a minimal loss (less than 25%) upon this loan's eventual
      resolution.

   -- The Southside Works loan ($44.6 million, 6.3%) has $44.9
      million total reported exposure and is secured by a 251,346-
      sq.-ft. mixed-use property in Pittsburgh.  The loan, which
      has a nonperforming matured balloon payment status, was
      transferred to the special servicer on Feb. 8, 2017, due to
      maturity default.  The loan matured on Feb. 1, 2017, and the

      borrower was unable to obtain refinancing.  C-III stated
      that a resolution strategy is currently underway with a
      potential to pursue foreclosure.  The reported DSC and
      occupancy were 0.98x and 79.1%, respectively, for the nine
      months ended Sept. 30, 2016.  S&P expects a minimal loss
      upon this loan's eventual resolution.

The 23 remaining assets with the special servicer each have
individual balances that represent less than 4.5% of the total pool
trust balance.  S&P estimated losses for the 25 specially serviced
assets, arriving at a weighted average loss severity of 42.3%.

RATINGS LIST

JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC18
Commercial mortgage pass-through certificates series 2007-CIBC18
                                         Rating
Class             Identifier             To            From
A-M               46629YAF6              A (sf)        BBB- (sf)
A-MFL             46629YAG4              A (sf)        BBB- (sf)
A-MFX             46629YBN8              A (sf)        BBB- (sf)
A-J               46629YAH2              D (sf)        CCC (sf)


JP MORGAN 2007-FL1: Fitch Puts 'CCC/sf' Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed two classes on Rating Watch Negative and
affirmed 11 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp. series 2007-FL1.

KEY RATING DRIVERS

Potential for Unrecovered Interest: The Rating Watch Negative
placement of classes F and G is due to the potential for
non-recoverability of past interest shortfalls. The special
servicer stopped advancing payments after an appraisal reduction.
Interest shortfalls have continued to accumulate and total $14.9
million as of the March 2017 remittance report, affecting all
classes with the exception of the A1. Per Fitch's interpretation of
the transaction documents, contrary to the order of repayment
priorities in most transactions, prior interest shortfalls will be
paid after distributing principal to all the pooled certificates.
Therefore, full recovery of past shortfalls in unlikely given the
decline in value of the asset, as the trust would need disposition
proceeds in excess of the pooled certificates' balance. The whole
loan consists of three pari-passu A notes, the non-pooled rake
components, and various subordinated notes. Only the A1 note
(pooled classes F through L) and associated non-pooled rake
components (R-1 through R7) are included in this trust.

Real Estate Owned (REO) Asset: The remaining asset is Resorts
International, which currently consists of two hotel/gaming
properties totaling 439 rooms (following the previous release of
two hotel/gaming properties): Bally's Tunica (Bally's) and Resorts
Tunica (Resorts), located in Robinsonville, MS and Tunica, MS. The
properties' revenue is primarily generated from gaming; room
revenue is a small component of overall revenue. The loan was
foreclosed on and the properties became REO in November 2011.
Renovations at both properties have been completed and the current
property manager, which has been in place since January 2014, is
working to improve the properties' operations to maximize the value
of the asset.

Although remaining well below issuance expectations, the overall
collateral performance has been generally trending up in recent
years. The servicer reported year-end (YE) 2016 debt service
coverage ratio (DSCR) for Bally's is 1.68x, compared to 1.84x at
YE2015 and 1.30x at YE2014. The servicer reported YE2016 DSCR for
Resorts was 0.43x, compared to 0.45x at YE2015 and -0.25x at
YE2014. As of YE2016, Bally's was 62.5% occupied and as of YE 2015
Resorts was 63% occupied, compared to 88.6% and 90% at issuance.

RATING SENSITIVITIES

The placement of classes F and G on Rating Watch Negative could
result in downgrades to 'Dsf' should losses occur due to
non-recovered interest shortfalls upon liquidation of the REO
asset. Additionally, it was reported in various news outlets that
the two remaining properties are under contract to be purchased;
therefore, a disposition may be imminent. However, if the sale does
not occur, expected losses could increase which could also result
in downgrades. The distressed classes reflect either low recovery
prospects or already realized losses (in the cases of the 'Dsf'
rated classes). Future upgrades are unlikely due to the uncertainty
of the ultimate recovery of interest shortfalls.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has placed the following classes on Rating Watch Negative:

-- $8.6 million class F 'BBsf';
-- $26 million class G 'CCC/sf'; RE50%.

Fitch has affirmed the following classes:

-- $35.7 million class H at 'Csf'; RE0%;
-- $32.5 million class J at 'Csf'; RE0%;
-- $10.3 million class K at 'Dsf'; RE0%.
-- $0 Class L at 'Dsf'; RE0%;
-- $11.9 million class RS-1 at 'Csf'; RE0%;
-- $12.8 million class RS-2 at 'Csf'; RE0%;
-- $15.6 million class RS-3 at 'Csf'; RE0%;
-- $11.1 million class RS-4 at 'Csf'; RE0%;
-- $15.4 million class RS-5 at 'Csf'; RE0%;
-- $13.2 million class RS-6 at 'Csf'; RE0%;
-- $7.6 million class RS-7 at 'Csf'; RE0%.


JPMDB COMMERCIAL 2017-C5: Fitch Rates Class G-RR Debt 'Bsf'
-----------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to JPMDB Commercial Mortgage Securities Trust 2017-C5
commercial mortgage pass-through certificates:

-- $32,683,000 class A-1 'AAAsf'; Outlook Stable;
-- $37,129,000 class A-2 'AAAsf'; Outlook Stable;
-- $11,341,000 class A-3 'AAAsf'; Outlook Stable;
-- $200,000,000 class A-4 'AAAsf'; Outlook Stable;
-- $392,116,000 class A-5 'AAAsf'; Outlook Stable;
-- $57,148,000 class A-SB 'AAAsf'; Outlook Stable;
-- $824,327,000b class X-A 'AAAsf'; Outlook Stable;
-- $89,998,000b class X-B 'A-sf'; Outlook Stable;
-- $93,910,000 class A-S 'AAAsf'; Outlook Stable;
-- $44,347,000 class B 'AA-sf'; Outlook Stable;
-- $45,651,000 class C 'A-sf'; Outlook Stable;
-- $23,478,000a class D 'BBBsf'; Outlook Stable;
-- $29,999,000ac class E-RR 'BBB-sf'; Outlook Stable;
-- $20,869,000ac class F-RR 'BBsf'; Outlook Stable;
-- $10,434,000ac class G-RR 'Bsf'; Outlook Stable.

The following class is not rated by Fitch:
-- $44,347,191ac class NR-RR.

(a) Privately placed and pursuant to Rule 144A.
(b) Notional amount and interest-only.
(c) Horizontal credit risk retention interest representing 5% of
the fair value of all classes of regular certificates issued by the
issuing entity.

Since Fitch issued its expected ratings on March 13, 2017, the
class A-4 balance increased from $135,000,000 to $200,000,000 and
the class A-5 balance decreased from $457,116,000 to $392,116,000.
The classes above reflect the final ratings and deal structure.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 35 loans secured by 50
commercial properties having an aggregate principal balance of
$1,043,452,191 as of the cut-off date. The loans were contributed
to the trust by JP Morgan Chase Bank, National Association and
German American Capital Corporation.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 81.2% of the properties
by balance, cash flow analysis of 91.2%, and asset summary reviews
on 100% of the pool.

KEY RATING DRIVERS

Lower Fitch Leverage: The pool's leverage statistics are slightly
better than those of other recent Fitch-rated, fixed-rate
multiborrower transactions. The pool's Fitch DSCR of 1.21x is
slightly more favorable than the YTD 2017 average of 1.17x and in
line with the 2016 average of 1.21x. The pool's Fitch LTV of 102.5%
is better than average when compared with the YTD 2017 and 2016
averages of 106.1% and 105.2%, respectively. Excluding credit
opinion loans, the pool has a Fitch DSCR of 1.17x and Fitch LTV of
109.7%.

High Percentage of Investment-Grade Credit Opinion Loans: Three
loans representing 16.2% of the pool have investment-grade credit
opinions, which exceeds the YTD 2017 and 2016 average
concentrations of 5.8% and 8.4%, respectively. All three credit
opinion loans in the pool: 350 Park Avenue (6.4% of the pool),
Hilton Hawaiian Village (6.0%) and Moffett Gateway (3.8%), have
investment-grade credit opinions of 'BBB-sf*' on a stand-alone
basis. The three loans have a weighted average Fitch DSCR and Fitch
LTV of 1.44x and 65.5%, respectively.

Concentrated Pool by Loan Size: The largest 10 loans account for
53.7% of the pool, which is above the YTD 2017 average of 50.4% and
slightly below the 2016 average of 54.8%. The pool's average loan
size of $29.8 million is considerably greater than the YTD 2017 and
2016 averages of $18.6 million and $18.7 million, respectively.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 11.9% below
the most recent year's net operating income (NOI) for properties
for which a full-year NOI was provided, excluding properties that
were stabilizing during this period. Unanticipated further declines
in property-level NCF could result in higher defaults and loss
severities on defaulted loans and in potential rating actions on
the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the
JPMDB 2017-C5 certificates and found that the transaction displays
average sensitivities to further declines in NCF. In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'A-sf' could result. In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the junior 'AAAsf' certificates to 'BBBsf'
could result.


KINGSLAND VII: Fitch Affirms 'BBsf' Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings has affirmed five classes of notes issued by
Kingsland VII.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying portfolio since the last review in April 2016 and the
sufficient credit enhancement available to the notes. As of the
February 2017 report, the transaction continues to pass all
coverage tests and collateral quality tests. The rating default
rate (RDR) and rating loss rate (RLR) for the current portfolio
remain lower than the RDR and RLR modelled for the Fitch stressed
portfolio at close.

The total loan portfolio par amount (including $7.7 million of
reported defaults) plus principal cash is approximately $479.8
million, as of the February 2017 trustee report. The weighted
average spread (WAS) of the portfolio has decreased to 4.12% from
4.5% at last review in April 2016; relative to a minimum WAS
trigger of 3.95%. The portfolio, excluding cash, is invested in 98%
senior secured loans and 2% second lien loans. Approximately 90.1%
of the portfolio has strong recovery prospects or a Fitch-assigned
recovery rating of 'RR2' or higher. The performing portfolio
remains in the 'B/B-' range, according to Fitch's Issuer Default
Rating (IDR) Equivalency Map.

The Stable Outlook on each class of notes of Kingsland VII reflects
the expectation that the notes have sufficient levels of credit
protection to withstand potential deterioration in the credit
quality of the portfolio in stress scenarios commensurate with such
class's rating.

RATING SENSITIVITIES

The ratings of the notes may be sensitive to the following: asset
defaults, significant credit migration and lower than historically
observed recoveries for defaulted assets. Fitch conducted rating
sensitivity analysis on the closing date of Kingsland VII,
incorporating increased levels of defaults and reduced levels of
recovery rates, among other sensitivities.

Initial Key Rating Drivers and Rating Sensitivity are further
described in the New Issue Report published on July 10, 2014.

Kingsland VII is an arbitrage cash flow collateralized loan
obligation (CLO) managed by Kingsland Capital Management LLC. The
transaction remains in its reinvestment period, which is scheduled
to end in July 2018.

DUE DILIGENCE USAGE

No third party due diligence was reviewed in relation to this
rating action.
Fitch has affirmed the following ratings:

-- $297,000,000 class A notes at 'AAAsf'; Outlook Stable;
-- $48,500,000 class B notes at 'AAsf'; Outlook Stable;
-- $21,500,000 class C notes at 'Asf'; Outlook Stable;
-- $17,750,000 class D notes at 'BBBsf'; Outlook Stable;
-- $21,500,000 class E notes at 'BBsf'; Outlook Stable.

Fitch does not rate the subordinated notes.


KKR CLO 17: Moody's Assigns Ba3(sf) Rating to Class E Notes
-----------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
notes issued by KKR CLO 17 Ltd.

Moody's rating action is:

US$390,000,000 Class A Senior Secured Floating Rate Notes due 2029
(the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

US64,500,00 Class B Senior Secured Floating Rate Notes due 2029
(the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

U.S.$31,500,00 Class C Senior Secured Deferrable Floating Rate
Notes due 2029 (the "Class C Notes"), Definitive Rating Assigned A2
(sf)

US$39,00,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2029 (the "Class D Notes"), Definitive Rating Assigned Baa3
(sf)

US$27,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2029 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

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

RATINGS RATIONALE

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

KKR 17 is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 92.5% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 7.5% of the portfolio may consist of second lien loans
and unsecured loans. The portfolio is approximately 75% ramped as
of the closing date.

KKR Financial Advisors II, LLC (the "Manager"), with KKR Credit
Advisors (Ireland) Unlimited Company acting as sub-manager (the
"Sub-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 October 2016.

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

Par amount: $600,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2877

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.5%

Weighted Average Life (WAL): 8.0 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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 a 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 2877 to 3309)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Percentage Change in WARF -- increase of 30% (from 2877 to 3740)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1


MADISON PARK XXV: Moody's Assigns (P)B2(sf) Rating to Class E Notes
-------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by Madison Park Funding XXV, Ltd.

Moody's rating action is:

US$366,000,000 Class A-1 Floating Rate Notes due 2029 (the "Class
A-1 Notes"), Assigned (P)Aaa (sf)

US$90,000,000 Class A-2 Floating Rate Notes due 2029 (the "Class
A-2 Notes"), Assigned (P)Aa2 (sf)

US$31,000,000 Class B Deferrable Floating Rate Notes due 2029 (the
"Class B Notes"), Assigned (P)A2 (sf)

US$38,200,000 Class C Deferrable Floating Rate Notes due 2029 (the
"Class C Notes"), Assigned (P)Baa3 (sf)

US$26,800,000 Class D Deferrable Floating Rate Notes due 2029 (the
"Class D Notes"), Assigned (P)Ba3 (sf)

US$8,000,000 Class E Deferrable Floating Rate Notes due 2029 (the
"Class E Notes"), Assigned (P)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."

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.

Madison Park XXV is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien senior
secured corporate loans. Subject to a cov-lite matrix, 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 or senior
unsecured loans. Moody's expects the portfolio to be approximately
80% ramped as of the closing date.

Credit Suisse Asset Management, LLC (the "Manager") will direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's five year
reinvestment period. Thereafter, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk and credit improved 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 October 2016.

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

Par amount: $600,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2775

Weighted Average Spread (WAS): 3.35%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 9 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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 a component
in determining the rating 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 2775 to 3191)

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

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 2775 to 3608)

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

Class E Notes: -3


MERRILL LYNCH 2008-C1: Moody's Affirms Ba3 Rating on Cl. X Debt
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
classes, affirmed the ratings on ten classes, and downgraded the
ratings on five classes in Merrill Lynch Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2008-C1:

Cl. A-1A, Affirmed Aaa (sf); previously on Apr 21, 2016 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Apr 21, 2016 Affirmed Aaa
(sf)

Cl. AM, Affirmed Aaa (sf); previously on Apr 21, 2016 Affirmed Aaa
(sf)

Cl. AM-A, Affirmed Aaa (sf); previously on Apr 21, 2016 Affirmed
Aaa (sf)

Cl. AJ, Upgraded to A1 (sf); previously on Apr 21, 2016 Affirmed A2
(sf)

Cl. AJ-A, Upgraded to A1 (sf); previously on Apr 21, 2016 Affirmed
A2 (sf)

Cl. AJ-AF, Upgraded to A1 (sf); previously on Apr 21, 2016 Affirmed
A2 (sf)

Cl. B, Affirmed A3 (sf); previously on Apr 21, 2016 Affirmed A3
(sf)

Cl. C, Affirmed Baa1 (sf); previously on Apr 21, 2016 Affirmed Baa1
(sf)

Cl. D, Affirmed Baa3 (sf); previously on Apr 21, 2016 Affirmed Baa3
(sf)

Cl. E, Affirmed Ba1 (sf); previously on Apr 21, 2016 Affirmed Ba1
(sf)

Cl. F, Affirmed Ba3 (sf); previously on Apr 21, 2016 Affirmed Ba3
(sf)

Cl. G, Downgraded to B2 (sf); previously on Apr 21, 2016 Affirmed
B1 (sf)

Cl. H, Downgraded to Caa2 (sf); previously on Apr 21, 2016 Affirmed
B3 (sf)

Cl. J, Downgraded to C (sf); previously on Apr 21, 2016 Affirmed
Caa1 (sf)

Cl. K, Downgraded to C (sf); previously on Apr 21, 2016 Affirmed
Caa2 (sf)

Cl. L, Downgraded to C (sf); previously on Apr 21, 2016 Affirmed
Caa3 (sf)

Cl. X, Affirmed Ba3 (sf); previously on Apr 21, 2016 Affirmed Ba3
(sf)

RATINGS RATIONALE

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

The ratings on the P&I classes AJ, AJ-A and AJ-AF were upgraded
based primarily due to an increase in credit support since Moody's
last review, resulting from paydowns and amortization, as well as
Moody's expectation of additional increases in credit support
resulting from the payoff of loans approaching maturity that are
well positioned for refinance. The pool has paid down by 8% since
Moody's last review. In addition, loans constituting 71% of the
pool have either defeased or have debt yields exceeding 10.0% are
scheduled to mature within the next 12 months.

The ratings on the P&I classes G through L were downgraded due to
realized and anticipated losses from specially serviced and
troubled loans that were higher than Moody's had previously
expected.

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

Moody's rating action reflects a base expected loss of 9.0% of the
current balance, compared to 5.9% at Moody's last review. Moody's
base expected loss plus realized losses is now 8.0% of the original
pooled balance, compared to 6.3% at the 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 RATINGS:

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 these ratings was "Approach to
Rating US and Canadian Conduit/Fusion CMBS" published in December
2014.

Additionally, the methodology used in rating Cl. X was "Moody's
Approach to Rating Structured Finance Interest-Only Securities"
published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 26, compared to 33 at Moody's last review.

DEAL PERFORMANCE

As of the March 14th, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 52% to $456 million
from $949 million at securitization. The certificates are
collateralized by 68 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans (excluding
defeasance) constituting 42% of the pool. Nine loans, constituting
8% of the pool, have defeased and are secured by US government
securities.

Eleven loans, constituting 13% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $35 million (for an average loss
severity of 39%). Three loans, constituting 13% of the pool, are
currently in special servicing. The largest specially serviced loan
is the Fort Office Portfolio Loan ($47.8 million -- 10.5% of the
pool), which is secured by three office properties totaling 341,000
square feet (SF). The properties are located in Phoenix, Arizona;
Houston, Texas and Omaha, Nebraska. Loan transferred to Special
Servicing in November 2016 for imminent default. Borrower
representative submitted request to transfer the loan due to
leasing concerns at all three collateral properties that have
caused insufficient cash flow to pay debt service. Portfolio
occupancy was 46% as of January 2017, compared to 84% as of the end
of 2015.

The remaining two specially serviced loans are both secured by
office properties. Moody's estimates an aggregate $28.1 million
loss for the specially serviced loans (47% expected loss on
average).

Moody's has assumed a high default probability for three poorly
performing loans, constituting 3% of the pool, and has estimated an
aggregate loss of $2.2 million (a 15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's received full year 2015 operating results for 94% of the
pool, and full or partial year 2016 operating results for 82% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 98%, 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 haircut of 13% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 10.0%.

Moody's actual and stressed conduit DSCRs are 1.31X and 1.15X,
respectively, compared to 1.31X and 1.11X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 15.5% of the pool balance.
The largest loan is the Manpower Group Inc. Headquarters Loan
($40.6 million -- 8.9% of the pool), which is secured by a 280,000
SF, Class A office building located in the Downtown West submarket
of Milwaukee, Wisconsin. The property is 100% leased to Manpower
Group Inc. through August 2024. Manpower Group Inc. is an American
multinational human resources consulting firm. Moody's performed a
lit/dark analysis given the single tenant occupancy. Moody's LTV
and stressed DSCR are 103% and 1.05X, respectively, compared to
105% and 1.03X at the last review.

The second largest loan is the Landmark Towers Loan ($16.0 million
-- 3.5% of the pool), which is secured by the commercial/office
portion of a 25-story building and an adjacent parking structure.
The building includes a residential component on floors 21-25,
which is not part of the collateral. Property was 89% leased as of
the end of 2016, compared to 93% leased as of September 2015. The
largest two tenants, occupying 57% of the net rentable area (NRA),
have upcoming lease expirations in 2017. Moody's analysis factors
in the lease rollover risk. Moody's LTV and stressed DSCR are 130%
and 0.83X, respectively, compared to 115% and 0.94X at the last
review.

The third largest loan is the Stony Brook South Loan ($14.1 million
-- 3% of the pool), which is secured by a neighborhood retail
center located in Louisville, Jefferson County, Kentucky. The
property was built in 2000 and is anchored by Dick's Sporting Goods
(45,000sf, 31% of the NRA). As of the end of 2016, the property was
95% occupied, essentially the same as of september 2015. Moody's
LTV and stressed DSCR are 99% and 1.01X, respectively, compared to
96% and 1.05X at the last review.


MILL CITY 2017-1: Fitch Assigns 'Bsf' Rating to Class B2 Notes
--------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Mill City
Mortgage Loan Trust 2017-1 (MCMLT 2017-1):

-- $241,735,000 class A1 notes 'AAAsf'; Outlook Stable;
-- $32,219,000 class M1 notes 'AAsf'; Outlook Stable;
-- $24,114,000 class M2 notes 'Asf'; Outlook Stable;
-- $23,719,000 class M3 notes 'BBBsf'; Outlook Stable;
-- $18,184,000 class B1 notes 'BBsf'; Outlook Stable;
-- $16,011,000 class B2 notes 'Bsf'; Outlook Stable.

The following classes will not be rated by Fitch:

-- $20,358,000 class B3 notes;
-- $18,976,146 class B4 notes.

The notes are supported by one collateral group that consists of
1,660 seasoned performing and re-performing mortgages with a total
balance of approximately $395.32 million (which includes $22.1
million, or 5.6%, of the aggregate pool balance in
non-interest-bearing deferred principal amounts) as of the
statistical calculation date.

The 'AAAsf' rating on the class A1 notes reflects the 38.85%
subordination provided by the 8.15% class M1, 6.10% class M2, 6.00%
class M3, 4.60% class B1, 4.05% class B2, 5.15% class B3 and 4.80%
class B4 notes.

Fitch's ratings on the class notes reflect the credit attributes of
the underlying collateral, the quality of the servicers: Shellpoint
Mortgage Servicing (Shellpoint) and Fay Servicing, LLC (Fay), both
rated 'RSS3+', the representation (rep) and warranty framework,
minimal due diligence findings and the sequential pay structure.

KEY RATING DRIVERS

Distressed Performance History (Concern): The collateral pool
consists primarily of peak-vintage seasoned re-performing loans
(RPLs), including loans that have been paying for the past 24
months, which Fitch identifies as "clean current" (64.2%), and
loans that are current but have recent delinquencies or incomplete
paystrings, identified as "dirty current" (35.8%). All loans were
current as of the cutoff date; 58.9% of the loans have received
modifications.

Due Diligence Findings (Concern): The third-party review (TPR)
firm's due diligence review resulted in approximately 341 loans
(20%) graded 'C' and 'D', of which 77 were subject to a loss
severity (LS) adjustment for issues regarding high cost testing,
including 12 loans that were unable to perform a compliance review
due to incomplete loan files. In addition, timelines were extended
on 132 loans that were missing final modification documents. The
TPR firm did not review the servicing comments for the loans that
experienced a delinquency in the past 12 months.

Tax and Title Search Aged Over Six months (Concern): For
approximately 85% of the loans, the tax and title search was
performed more than six months prior to securitization. Fitch
believes the risk of any potential liens existing at time of its
analysis is low due to the servicers' very close oversight of
borrower payments and the tools employed for identifying delinquent
tax payments and the homeowner association (HOA) and municipal
liens placed on the property.

HELOCs Included (Concern): Approximately 16% of the total pool is
made up of home equity lines of credit (HELOCs). To account for
future potential draws, Fitch added the available draw amount to
the loans where the line was marked as anything other than
"permanently closed." This approach impacted 163 loans and
increased the amount owed by $3.7 million for determining
borrowers' probability of default (PD) and loss severity (LS) in
Fitch's analysis.

Distressed Performance History (Concern): The collateral pool
consists primarily of peak-vintage seasoned re-performing loans
(RPLs), including loans that have been paying for the past 24
months, which Fitch identifies as "clean current" (64.2%), and
loans that are current but have recent delinquencies or incomplete
paystrings, identified as "dirty current" (35.8%). All loans were
current as of the cutoff date; 58.9% of the loans have received
modifications.

Due Diligence Findings (Concern): The third-party review (TPR)
firm's due diligence review resulted in approximately 341 loans
(20%) graded 'C' and 'D', of which 77 were subject to a LS
adjustment for issues regarding high cost testing, including 12
loans that were unable to perform a compliance review due to
incomplete loan files. In addition, timelines were extended on 132
loans that were missing final modification documents.

No Servicer P&I Advances (Mixed): The servicers will not be
advancing delinquent monthly payments of P&I, which reduces
liquidity to the trust. However, as P&I advances made on behalf of
loans that become delinquent and eventually liquidate reduce
liquidation proceeds to the trust, the loan-level LS is less for
this transaction than for those where the servicer is obligated to
advance P&I. Structural provisions and cash flow priorities,
together with increased subordination, provide for timely payments
of interest to the 'AAAsf' and 'AAsf' rated classes.

Sequential-Pay Structure (Mixed): The transaction's cash flow is
based on a sequential-pay structure whereby the subordinate classes
do not receive principal until the senior classes are repaid in
full. Losses are allocated in reverse-sequential order.
Furthermore, the provision to re-allocate principal to pay interest
on the 'AAAsf' and 'AAsf' rated notes prior to other principal
distributions is highly supportive of timely interest payments to
those classes, in the absence of servicer advancing.

Potential Interest Deferrals (Mixed): To address the lack of an
external P&I advance mechanism, principal otherwise distributable
to the notes may be used to pay monthly interest. While this helps
provide stability in the cash flows to the high
investment-grade-rated bonds, the lower rated bonds may experience
long periods of interest deferral that will generally not be repaid
until such note becomes the most senior outstanding.

Limited Life of Rep Provider (Concern): CVI CVF II Lux Master
S.a.r.l., as rep provider, will only be obligated to repurchase a
loan due to breaches prior to the payment date in April 2018.
Thereafter, a reserve fund will be available to cover amounts due
to noteholders for loans identified as having rep breaches. Amounts
on deposit in the reserve fund, as well as the increased level of
subordination, will be available to cover additional defaults and
losses resulting from rep weaknesses or breaches occurring on or
after the payment date in April 2018.

Tier 2 Representation Framework (Concern): Fitch generally
considers the representation, warranty, and enforcement (RW&E)
mechanism construct for this transaction to be generally consistent
with a Tier 2 framework due to the inclusion of knowledge
qualifiers and the exclusion of loans from certain reps as a result
of third-party due diligence findings. Thus, Fitch increased its
'AAAsf' loss expectations by approximately 242 basis points (bps)
to account for a potential increase in defaults and losses arising
from weaknesses in the reps.

Timing of Recordation and Document Remediation (Neutral): A review
was performed to confirm that the mortgage and subsequent
assignments were recorded in the relevant local jurisdiction. The
review confirmed that all mortgages and subsequent assignments were
recorded in the relevant local jurisdiction or were being
recorded.

While the expected timelines for recordation and remediation are
viewed by Fitch as reasonable, the obligation of CVI CVF II Lux
Master S.a.r.l. to repurchase loans, for which assignments are not
recorded and endorsements are not completed by the payment date in
April 2018, aligns the issuer's interests regarding completing the
recordation process with those of noteholders. While there will not
be an asset manager in this transaction, the indenture trustee will
be reviewing the custodian reports. The indenture trustee will
request CVI CVF II Lux Master S.a.r.l. to purchase any loans with
outstanding assignment and endorsement issues two days prior to the
April 2018 payment date.

Deferred Amounts (Negative): Non-interest-bearing principal
forbearance amounts totaling $22.1 million (5.6% of the unpaid
principal balance) are outstanding on 507 loans. Fitch included the
deferred amounts when calculating the borrower's LTV and sLTV,
despite the lower payment and amounts not being owed during the
term of the loan. The inclusion resulted in higher PDs and LS than
if there were no deferrals. Fitch believes that borrower default
behavior for these loans will resemble that of the higher LTVs, as
exit strategies (that is, sale or refinancing) will be limited
relative to those borrowers with more equity in the property.

Solid Alignment of Interest (Positive): The sponsor, Mill City
Holdings, LLC, will acquire and retain a 5% interest in each class
of the securities to be issued. In addition, the rep provider is an
indirect owner of the sponsor.

CRITERIA APPLICATION

At the time of initial review, Fitch's analysis incorporated three
criteria variations from the 'U.S. RMBS Seasoned and Re-performing
Loan Criteria' as described below, the first two of which have been
included in an updated version of the report published on March
22nd, 2017.

The first applied variation is non-application of a default penalty
to income documentation for loans with less than full income
documentation, and that are over five years seasoned. Fitch
conducted analysis comparing the performance between loans that
were full documentation and non-full documentation at origination.
The analysis showed that after five years of seasoning, the
performance was similar. The impact on the loss expectations from
application of this variation resulted in lower loss expectations
of roughly 75bps at the 'AAAsf' rating stress level.

The second variation was a lack of third party review of servicer
comments for loans that have been delinquent in the past 12 months.
Despite the lack of third party review, a default penalty was not
applied as all of the borrowers were current as of the cutoff date.
The purpose of the review is to make sure no borrowers are
contesting foreclosure or other delay tactics. As all borrowers are
current, this possibility is unlikely. Further, as borrowers that
have been delinquent in the past 12 months already receive a high
model output default assumption, the lack of a penalty has a
minimal impact on the levels.

The third related to timing of the updated tax and title search.
Fitch's criteria looks for an updated search to be completed within
six months of securitization. Approximately 85% of the loans had a
search performed outside of this window. Both of the transaction
servicers are rated by Fitch and utilize a suite of CoreLogic
products to monitor delinquent taxes or tax liens. Both servicers
would also be notified of any HOA liens and would work towards
resolution helping to mitigate the outdated search. Additionally,
the majority of the borrowers have been performing since the search
was completed. Borrowers that have been current on their mortgage
are less likely to have defaulted on other home related payments
further reducing the risk of the older search.
RATING SENSITIVITIES

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

Fitch conducted sensitivity analysis determining how the ratings
would react to steeper MVDs at the national level. The analysis
assumes MVDs of 10%, 20%, and 30%, in addition to the
model-projected 38.4% at 'AAAsf'. The analysis indicates there is
some potential rating migration with higher MVDs, compared with the
model projection.

Fitch also conducted sensitivities to determine the stresses to
MVDs that would reduce a rating by one full category, to
non-investment grade, and to 'CCCsf'.



MILL CITY 2017-1: Moody's Assigns Def. Ba2 Rating to Class B1 Notes
-------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to five
classes of notes issued by Mill City Mortgage Loan Trust 2017-1.

The certificates are backed by one pool of 1,660 seasoned
performing and modified re-performing loans which include home
equity lines of credit (HELOC) mortgage loans. The collateral pool
has a non-zero updated weighted average FICO score of 687 and a
weighted average current LTV of 84.36%.

There are approximately 16.50% HELOC loans in this pool, of which
5.08% of the borrowers are currently eligible to make draws up to
their credit limit. Approximately 67.93% of the HELOC loans have
their credit line temporarily frozen due to certain circumstances
including but not limited to the event where the current home value
has declined below a specified level. The borrowers may unfreeze
their credit line in future if the circumstances that cause such
credit line to be frozen are cured. The remaining HELOC loans
(approx. 27%) have their credit lines permanently frozen. In the
event that all HELOC loans (other than the HELOC loans that are
permanently frozen) are no longer precluded from making draws, the
maximum amount of draws available to the borrowers as of February
2017 is equal to $3,698,072.73 or approximately 0.94% of closing
date UPB.

A HELOC borrower will be assessed a principal payment only in the
case that their credit limit amortizes to an amount that is below
the outstanding principal balance of the loan, otherwise the
borrower will be required to make only an interest payment. During
the amortization period, the credit limit will decrease at a fixed
rate. For example, if the amortization period is 240 months then in
each month, the credit limit will reduce by 1/240 of the original
credit limit.

In addition, there are approximately 5.9% of newly originated loans
for which Moody's also performed additional loan level analysis
similar to Moody's analysis of newly originated prime quality
loans. 58.87% of the loans in the collateral pool were also
previously modified and the remaining loans have never been
modified.

Fay Servicing LLC and Shellpoint Mortgage Servicing, are the
servicers for the loans in the pool. The servicers will not advance
any principal or interest on the delinquent loans. However, the
servicers will be required to advance costs and expenses incurred
in connection with a default, delinquency or other event in the
performance of its servicing obligations. In addition, if a
borrower of a HELOC loan requests a draw on the related HELOC
credit line, the related servicer will be required to fund such
draw.

The complete rating actions are:

Issuer: Mill City Mortgage Loan Trust 2017-1

Cl. A1, Definitive Rating Assigned Aaa (sf)

Cl. M1, Definitive Rating Assigned Aa2 (sf)

Cl. M2, Definitive Rating Assigned A2 (sf)

Cl. M3, Definitive Rating Assigned Baa2 (sf)

Cl. B1, Definitive Rating Assigned Ba2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected losses on MCMLT 2017-1's collateral pool average
10.00% in Moody's base case scenario. Moody's loss estimates take
into account the historical performance of loans that have similar
collateral characteristics as the loans in the pool. For example,
Moody's observed the performance of 10 year IO-ARM loans as a proxy
to estimate future delinquencies for first lien HELOC loans.
Similarly, for the non-modified portion of this pool, Moody's
analyzed data on delinquency rates for always current (including
self-cured) loans. Moody's final loss estimates also incorporates
adjustments for the strength of the third party due diligence, the
servicing framework (including the capability to service HELOC
loans) and the representations and warranties (R&W) framework of
the transaction.

The methodologies used in these ratings were "Moody's Approach to
Rating Securitisations Backed by Non-Performing and Re-Performing
Loans" published in August 2016 and "US RMBS Surveillance
Methodology" published in January 2017.

Collateral Description

MCMLT 2017-1 is a securitization of 1,660 loans and is primarily
comprised of seasoned performing and modified re-performing
mortgage loans. Approximately 58.87% of the loans in the collateral
pool have been previously modified.

Moody's expected losses on Moody's estimates of 1) the default rate
on the remaining balance of the loans and 2) the principal recovery
rate on the defaulted balances. The two factors that most strongly
influence a re-performing mortgage loan's likelihood of re-default
are the length of time that the loan has performed since a loan
modification, and the amount of the reduction in the monthly
mortgage payment as a result of the modification. The longer a
borrower has been current on a re-performing loan, the less likely
the borrower is to re-default. Approximately 58.86% of the
borrowers have been current on their payments for at least the past
24 months.

Moody's estimated expected losses for the pool using two approaches
-- (1) pool-level approach, and (2) re-performing loan level
analysis.

In the pool-level approach, Moody's estimates losses on the pool by
using a approach similar to Moody's surveillance approach wherein
Moody's apply assumptions on expected future delinquencies, default
rates, loss severities and prepayments as observed from Moody's
surveillance of similar collateral. Moody's projects future annual
delinquencies for eight years by applying an initial annual default
rate and delinquency burnout factors. Based on the loan
characteristics of the pool and the demonstrated pay histories,
Moody's expects an annual delinquency rate of 8.4% on the
collateral pool for year one. Moody's then calculated future
delinquencies on the pool using Moody's default burnout and
voluntary conditional prepayment rate (CPR) assumptions. Moody's
assumptions also factor in the high delinquency rates expected in
the early stages of the transaction due to payment shock expected
during the amortization phase for HELOC loans originated in
2006-2008. The delinquency burnout factors reflect Moody's future
expectations of the economy and the U.S. housing market. Moody's
then aggregated the delinquencies and converted them to losses by
applying pool-specific lifetime default frequency and loss severity
assumptions. Moody's loss severity assumptions are based off
observed severities on liquidated seasoned loans and reflect the
lack of principal and interest advancing on the loans.

Moody's also conducted a loan level analysis on MCMLT 2017-1's
collateral pool. Moody's applied loan-level baseline lifetime
propensity to default assumptions based on the historical
performance of loans with similar collateral characteristics and
payment histories. Moody's then adjusted this base default
propensity up for (1) adjustable-rate loans, (2) loans that have
the risk of coupon step-ups and (3) loans with high updated loan to
value ratios (LTVs). Moody's applied a higher baseline lifetime
default propensity for interest-only loans, using the same
adjustments. To calculate the final expected loss for the pool,
Moody's applied a loan-level loss severity assumption based on the
loans' updated estimated LTVs. Moody's further adjusted the loss
severity assumption upwards for loans in states that give
super-priority status to homeowner association (HOA) liens, to
account for potential risk of HOA liens trumping a mortgage. For
5.9% of newly originated loans, Moody's also performed additional
loan level analysis similar to Moody's analysis of newly originated
prime quality loans.

The deferred balance in this transaction is $22,118,555,
representing approximately 5.59% of the total unpaid principal
balance. Loans that have HAMP and proprietary remaining principal
reduction amount (PRA) totaled $529,291, representing approximately
2.39% of total deferred balance.

Under HAMP-PRA, the principal of the borrower's mortgage may be
reduced by a predetermined amount called the PRA forbearance amount
if the borrower satisfies certain conditions during a trial period.
If the borrower continues to make timely payments on the loan for
three years, the entire PRA forbearance amount is forgiven. Also,
if the loan is in good standing and the borrower voluntary pays off
the loan, the entire forbearance amount is forgiven.

For non-PRA forborne amounts, the deferred balance is the full
obligation of the borrower and must be paid in full upon (i) sale
of property (ii) voluntary payoff and (iii) final scheduled payment
date. Upon sale of the property, the servicer therefore could
potentially recover some of the deferred amount. For loans that
default in future or get modified after the closing date, the
servicer may opt for partial or full principal forgiveness to the
extent permitted under the servicing agreement.

Based on performance data and information from servicers, Moody's
assumes that 100% of the remaining PRA amount would be forgiven and
not recovered. For non-PRA deferred balance, Moody's applied a
slightly higher default rate for these loans than what Moody's
assumed for the overall pool given that these borrowers have
experienced past credit events that required loan modification, as
opposed to borrowers who have been current and have never been
modified. Also, for non-PRA loans Moody's assumed approximately 85%
severity as servicers can recover a portion of the deferred
balance. The final expected loss for the collateral pool reflects
the due diligence scope and findings of the independent third party
review (TPR) firms as well as Moody's assessment of MCMLT 2017-1's
representations & warranties (R&Ws) framework.

Transaction Structure

The securitization has a simple sequential priority of payments
structure without any cash flow triggers. However, due to the
inclusion of HELOC loans (and potential for future draws) certain
structural features were incorporated in this transaction. If a
borrower of a HELOC loan makes a draw on the related HELOC credit
line, the servicer will be required to fund such draw and will be
reimbursed through the following mechanism.

On the closing date, the depositor will remit $964,752 to the HELOC
Draw Reserve Account with an initial target amount of $3.698
million, which will be funded with excess interest. The amount in
the reserve account will be used to reimburse the servicer for any
draws made on the HELOC credit line. If amounts on deposit in the
HELOC Draw Reserve Account are not sufficient to reimburse such
draws, the Class D Certificates will be obligated to remit the
deficient amount to the HELOC Draw Reserve Account ("Class D Draw
Amount"). The Class D certificate is not an offered certificate and
will represent an equity interest in the issuer (MCMLT 2017-1)

In the event the holder of the Class D Certificates fails to remit
all or part of any Class D Draw Amount on any payment date, the
Indenture Trustee will fund any unpurchased draw or portion of a
draw on future Payment Dates from amounts in the HELOC Draw Reserve
Account.

The servicer will not advance any principal or interest on
delinquent loans. However, the servicer will be required to advance
costs and expenses incurred in connection with a default,
delinquency or other event in the performance of its servicing
obligations.

Credit enhancement in this transaction is comprised of
subordination provided by mezzanine and junior tranches, the
buildup of overcollateralization from available excess interest
(0.52% at closing) and from additional collateral available to the
trust if HELOC borrowers draw on their credit line, which will be
purchased by the Indenture Trustee from the servicer. If the
Indenture Trustee is unable to purchase the additional collateral,
then the servicer will be entitled to a portion of P&I payments on
such HELOC loan. The principal payment received from this
additional collateral will facilitate a faster pay down on the
senior notes.

The available excess interest however, will be used to first
replenish the HELOC Draw Reserve Account to the target amount, to
the Class D certificate holder and to reimburse any unpaid fees
before paying down the rated notes sequentially.

To the extent that the overcollateralization amount is zero,
realized losses will be allocated to the notes in a reverse
sequential order starting with the lowest subordinate bond. The
Class A1, M1, M2, and M3 notes carry a fixed-rate coupon subject to
the collateral adjusted net weighted average coupon (WAC) and
applicable available funds cap. The Class B1, B2, B3 and B4 are
Variable Rate Notes where the coupon is equal to the lesser of
adjusted net WAC and applicable available funds cap.

Moody's modeled MCMLT 2017-1's cashflows using SFW(R), a cashflow
tool developed by Moody's Analytics. To assess the final rating on
the notes, Moody's ran 96 different loss and prepayment scenarios
through SFW. The scenarios encompass six loss levels, four loss
timing curves, and four prepayment curves. The structure allows for
timely payment of interest and ultimate payment of principal with
respect to the notes by the legal final maturity.

Third Party Review

Three third party review (TPR) firms conducted due diligence on all
but 12 of the loans in MCMLT 2017-1's collateral pool. The TPR
firms reviewed compliance, data integrity and key documents, to
verify that loans were originated in accordance with federal, state
and local anti-predatory laws. The TPR firms also conducted audits
of designated data fields to ensure the accuracy of the collateral
tape. An independent firm also reviewed the title and tax reports
for all the loans in the pool.

Based on Moody's analysis of the third-party review reports,
Moody's determined that a portion of the loans had legal or
compliance exceptions that could cause future losses to the trust.
Moody's incorporated an additional hit to the loss severities for
these loans to account for this risk. The title review includes
confirming the recordation status of the mortgage and the
intervening chain of assignments, the status of real estate taxes
and validating the lien position of the underlying mortgage loan.
Once securitized, delinquent taxes will be advanced on behalf of
the borrower and added to the borrower's account. The servicer will
be reimbursed for delinquent taxes from the top of the waterfall,
as a servicing advance. The representation provider has deposited
collateral of $750,000 in the Assignment Reserve Account (ARA) to
ensure one or more third parties monitored by the Depositor
completes all assignment and endorsement chains and record an
intervening assignment of mortgage as necessary. The amount
deposited in the ARA at the closing date is lower than previous
Mill City transactions. Moody's has considered the lower ARA
deposit and factors such as: (i) the high historical cure rate in
the previous Mill City transactions; (ii) the low delinquency rate
of the previous Mill City transactions; and (iii) quality of the
collateral.

Representations & Warranties

Our ratings also factor in MCMLT 2017-1's weak representations and
warranties (R&Ws) framework because they contain many knowledge
qualifiers and the regulatory compliance R&W does not cover
monetary damages that arise from TILA violations whose right of
rescission has expired. While the transaction provides for a Breach
Reserve Account to cover for any breaches of R&Ws, the size of the
account is small relative to MCMLT 2017-1's aggregate collateral
pool ($395.3 million). An initial deposit of $1.025 million will be
remitted to the Breach Reserve Account on the closing date, with an
initial Breach Reserve Account target amount of $1.4 million.

Transaction Parties

The transaction benefits from an adequate servicing arrangement.
Shellpoint Mortgage Servicing ("Shellpoint") will service 68.9% of
the pool and Fay Servicing LLC will service 31.1% of the pool.
Deutsche Bank National Trust Company is the Custodian of the
transaction. The Delaware Trustee for MCMLT 2017-1 is Wilmington
Savings Fund Society, FSB, d/b/a, Christiana Trust. MCMLT 2017-1's
Indenture Trustee is U.S. Bank National Association.

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

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligors defaulting or
deterioration in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market. Other reasons
for worse-than-expected performance include poor servicing, error
on the part of transaction parties, inadequate transaction
governance and fraud.


MORGAN STANLEY 2014-C15: Fitch Affirms BB- Rating on Class F Notes
------------------------------------------------------------------
Fitch Ratings has affirmed 14 classes of Morgan Stanley Bank of
America Merrill Lynch Trust, series 2014-C15 commercial mortgage
pass-through certificates. The Rating Outlook for all classes
remains Stable.

KEY RATING DRIVERS

The affirmations are due to overall stable performance. As there
have been no material changes to the pool since issuance, the
original rating analysis was considered in affirming the
transaction. As of the March 2017 distribution date, the pool's
aggregate principal balance has been reduced by 2.4% to $1.05
billion from $1.08 billion at issuance. Interest shortfalls are
currently affecting class J.

Overall Stable Performance: Property-level performance remains
generally in line with issuance expectations, and there have been
no material changes to the pool metrics. Per the most recent
servicer-reported full year 2015/2016 financials, aggregate
pool-level net operating income (NOI) has increased approximately
3% above year end 2014/2015 and 12% above the issuers underwritten
NOI. The weighted average NOI debt service coverage ratio (DSCR)
was approximately 2.42x per the most recent full year reporting.
Two loans (2.4% of the pool) are defeased. Four loans (2.4%) have
been identified as Fitch Loans of Concern, including one specially
serviced loan (1%).

Highly Concentrated Pool: The top 10 loans represent 67.8% of the
pool, with the top three loans accounting for 35% of the pool. The
pools concentration is the highest among all Fitch-rated
transactions between 2012 and 2014. The average top 10 balance for
Fitch-rated transactions for full years 2012, 2013, and 2014 was
54.2%, 54.5%, and 50.5%, respectively.

Large Hotel & Multifamily Concentration: Hotel properties account
for 22.3% of the total pool, representing five top 10 loans secured
by six different properties. Multifamily properties account for 18%
of the total pool balance. These levels are among the highest hotel
and multifamily concentrations for Fitch-rated transactions in 2013
and 2014.

Exposure to Casino Income: The largest (Arundel Mills and
Marketplace) and third largest (La Concha Hotel and Tower) loans in
the pool are secured by properties that also include casino income,
which is considered to be more volatile than traditional commercial
property types. Fitch's analysis of these loans included an
additional haircut to reflect this volatility.

Specially Serviced Loan: One loan, Campus Court (1%), is currently
in special servicing due to payment default. The loan is secured by
a 198 unit (333 bed) student housing complex in Bloomington, IN.
The property experienced cash flow issues due to occupancy declines
and transferred to special servicing in May 2015. A servicer
appointed receiver was assigned in August 2015, and occupancy has
since improved to 95% as of September 2016, from 73% at YE December
2015. According to the servicer, the property is currently under
contract for sale with an expected closing in second quarter 2017.

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable. Fitch does not
foresee positive or negative ratings migration until a material
economic or asset-level event changes the transaction's overall
portfolio-level metrics.

Fitch has affirmed the following ratings:

-- $22.7 million class A-1 at 'AAAsf'; Outlook Stable;
-- $89.5 million class A-2 at 'AAAsf'; Outlook Stable;
-- $86.6 million class A-SB at 'AAAsf'; Outlook Stable;
-- $210 million class A-3 at 'AAAsf'; Outlook Stable;
-- $321.2 million class A-4 at 'AAAsf'; Outlook Stable;
-- $52.6 million (b) class A-S at 'AAAsf'; Outlook Stable;
-- $782.7 million (a) class X-A at 'AAAsf'; Outlook Stable;
-- $81 million (b) class B at 'AA-sf'; Outlook Stable;
-- $81 million (a) class X-B at 'AA-sf'; Outlook Stable;
-- $44.5 million (b) class C at 'A-sf'; Outlook Stable;
-- $178.2 million (b) class PST at 'A-sf'; Outlook Stable;
-- $64.8 million class D at 'BBB-sf'; Outlook Stable;
-- $13.5 million class E at 'BB+sf'; Outlook Stable;
-- $10.8 million class F at 'BB-sf'; Outlook Stable.

(a) Notional amount and interest only.
(b) Class A-S, B and C certificates may be exchanged for class PST
certificates, and class PST certificates may be exchanged for class
A-S, B, and C certificates.

Fitch does not rate class G, class H, class J, or the interest only
class X-C.


MORGAN STANLEY 2015-C23: Fitch Affirms 'B-sf' Rating on Cl. F Debt
------------------------------------------------------------------
Fitch Ratings has affirmed 14 classes of Morgan Stanley Bank of
America Merrill Lynch Trust (MSBAM) commercial mortgage
pass-through certificates, series 2015-C23.

KEY RATING DRIVERS

Overall Stable Performance: The affirmations are the result of
overall stable pool performance, which reflects no material changes
to pool metrics since issuance; therefore, the original rating
analysis was considered in affirming the transaction. As of the
March 2017 distribution date, the pool's aggregate principal
balance has been reduced by 1.1% to $1.06 billion from $1.07
billion at issuance. All loans are current and there have been no
specially serviced loans since issuance. There are no defeased
loans, and no interest shortfalls are affecting any of the
classes.

Loans of Concern: Seven loans (5.6% of the pool) have been
identified as Fitch Loans of Concern (FLOCs). Six of the loans
(5.3%) have reported low debt service coverage ratios (DSCR) in
their interim 2016 financials due to higher expenses for the
period. One loan (0.3%) has not reported financials since issuance.
Fitch will continue to monitor these loans, and review full year
2016 and/or trailing 12 month (TTM) 2017 financials as they become
available.

Collateral Quality: At issuance, three properties (13.6% of the
original pool balance), all of which serve as collateral for top 10
loans (Fairfax Corner, Georgian Terrace and Hilton Garden Inn W
54th Street), were assigned property quality grades of 'A-'. The
majority of the pool (57.4%) was assigned a property quality grade
in the 'B' range.

Hotel Exposure: Approximately 16.4% of the pool by balance,
including three of the top 10 loans (11.1%), consists of hotel
properties, which is higher than the year-to-date 2015 average of
16.2% and the 2014 average of 14.2%. Of the three hotel properties
in the top 10, two received property quality grades of 'A-' at
issuance and one a 'B+'. The properties are located in high demand
markets, with two Manhattan hotels (Hilton Garden Inn W. 54th
Street and Fairfield Chelsea Inn) and one Atlanta hotel (Georgian
Terrace). For hotel properties across the pool, Fitch had applied
an additional stress to the most recently reported full year net
operating income, to reflect the peaking performance outlook of the
sector.

Investment-Grade Credit Opinion Loan: At issuance, the US
StorageMart Portfolio loan (2.9%) received a credit opinion of
'BBBsf' on a stand-alone basis. The loan is secured by 66
self-storage properties located throughout 15 states. The note in
the trust is part of a $188.9 million senior portion of a $412.5
million first mortgage. The portfolio's capital stack also includes
a $102.5 million mezzanine loan.

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable. Fitch does not
foresee positive or negative ratings migration until a material
economic or asset-level event changes the transaction's overall
portfolio-level metrics.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed the following ratings as indicated:

-- $34.3 million class A-1 at 'AAAsf'; Outlook Stable;
-- $122.1 million class A-2 at 'AAAsf'; Outlook Stable;
-- $67.6 million class A-SB at 'AAAsf'; Outlook Stable;
-- $230.0 million class A-3 at 'AAAsf'; Outlook Stable;
-- $285.4 million class A-4 at 'AAAsf'; Outlook Stable;
-- $739.4 million(a) class X-A at 'AAAsf'; Outlook Stable;
-- $75.1 million(b) class A-S at 'AAAsf'; Outlook Stable;
-- $75.1 million(a) class X-B at 'AAAsf'; Outlook Stable;
-- $60.3 million(b) class B at 'AA-sf'; Outlook Stable;
-- $182.4 million(b) class PST at 'A-sf'; Outlook Stable;
-- $46.9 million(b) class C at 'A-sf'; Outlook Stable;
-- $56.3 million class D at 'BBB-sf'; Outlook Stable;
-- $24.2 million class E at 'BB-sf'; Outlook Stable;
-- $10.7 million class F at 'B-sf'; Outlook Stable.

(a) Notional amount and interest only.
(b) Class A-S, B and C certificates may be exchanged for class PST
certificates, and class PST certificates may be exchanged for class
A-S, B, and C certificates.

Fitch does not rate class G, class H, or the interest-only (I/O)
classes X-H and X-FG certificates.


MSDW 2000-F1: Fitch Affirms & Withdraws 'Csf' Rating on Cl. G Debt
------------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the following ratings for
MSDW Mortgage Capital Owner Trust, series 2000-F1:

-- Class C at 'Asf'; Outlook Stable;
-- Class D at 'BBBsf'; Outlook Stable;
-- Class E at 'Bsf'; Outlook Stable;
-- Class F at 'CCsf', RE 100%;
-- Class G at 'Csf', RE 100%.

KEY RATING DRIVERS

The affirmations to the class C and D notes reflect the level of
credit enhancement (CE) available to the classes, as well as the
significant amount of defeased collateral. While the transaction is
collateralized by franchise loan receivables, a number of the loans
have been defeased. This collateral is sufficient to pay these two
classes in full with timely interest.

Fitch utilized its 'Global Rating Criteria for Single- and
Multi-Name Credit-Linked Notes' for the review of these classes,
specifically the Three-Risk CLN Matrix. The matrix utilizes a cross
default probability of the credit defeasance providers to arrive at
a rating. Fitch's rating on class D reflects its subordinated
position in the priority of payments.

The affirmations of the E, F and G notes are largely indicative of
the CE available to the notes. Class E has a Stable Outlook, while
classes F and G have 100% recovery estimates (REs), reflecting the
expectation of full repayment in a benign economic environment. The
ratings reflect the methodology detailed below.

Fitch has withdrawn the ratings as they are no longer considered
relevant to the agency's coverage, because Fitch is no longer
maintaining criteria for franchise loan receivables.

METHODOLGY

In reviewing the transactions, Fitch utilized its 'Bespoke
Assumptions: Surveillance Criteria for Franchise Loan ABS'. This
methodology took into account analytical considerations outlined in
Fitch's 'Global Structured Finance Rating Criteria', issued in June
2016, including asset quality, credit enhancement, financial
structure, legal structure, and originator and servicer quality.

Fitch's review of the transaction focused on its analysis of
obligors' credit quality measured by their Fixed Charge Coverage
Ratio (FCCR). If the obligor had a FCCR below 1.0x, Fitch assumed
the obligor would default as they likely will not be able to
continue making debt obligations.

Additionally, Fitch assumed delinquent or specially serviced loans
would default. Fitch then modeled the transaction assuming these
obligors would default in month one and be liquidated in 24 months,
with a recovery rate consistent with historical observations based
on loan type and real estate usage. Expected payments are
considered under this base scenario to determine recovery estimates
for distressed classes, while expected losses are applied to arrive
at an adjusted structure before conduction the FCCR analysis.

Fitch then defaulted obligors based on their FCCRs for the various
rating classes. For example, the default of obligors with an FCCR
between 1.00x and 1.15x was considered consistent with a 'BBsf'
stress level. Any expected net losses from the analysis would be
applied as write downs to the most subordinate note, in the
adjusted note structure previously described. If a class did not
receive any write downs, it was considered to have passed that
respective stress.

Fitch also analyzed any exposure to obligor concentrations. In this
analysis, Fitch derived a net exposure to the largest obligor(s)
based on assumed recovery rates and applied the losses to the
adjusted note structure. If a class did not receive a write down,
it was deemed to have passed.

RATING SENSITIVITIES

Unanticipated increases in the frequency of defaults and loss
severity could produce loss levels higher than the current
projected losses and impact available loss coverage and obligor
coverage. Lower loss coverage could impact ratings and Rating
Outlooks, depending on the extent of the decline in coverage.
Should performance materially deteriorate, the decline in loss
coverage could negatively impact current ratings.

As the majority of the pool consists of collateral in defeasance,
the performance of the senior classes will be tied to the future
performance of the currently high credit quality collateral
providers. The performance of the subordinate notes is exposed to
the performance of the few large remaining obligors and likely
susceptible to decreased loss coverage in a malign economic
environment.


OCTAGON INVESTMENT XI: S&P Affirms 'BB+' Rating on Class D Notes
----------------------------------------------------------------
S&P Global Ratings raised its ratings on the class B and C notes
from Octagon Investment Partners XI Ltd.  S&P also removed these
ratings from CreditWatch, where it placed them with positive
implications on Jan. 31, 2017.  At the same time, S&P affirmed its
rating on the class A-2 and D notes from the same transaction, and
S&P removed its rating on the class D notes from CreditWatch, where
it placed it with positive implications on Jan. 31, 2017. Octagon
Investment Partners XI Ltd. is a cash flow collateralized loan
obligation that closed in July 2007 and is managed by Octagon
Credit Investors LLC.

The rating actions follow S&P's review of the transaction's
performance using data from the Feb. 17, 2017, trustee report.

The upgrades reflect the transaction's $158.01 million paydown to
the senior notes since S&P's March 2016 rating actions.  The class
A-1A and A-1B notes have been paid in full, and the class A-2 notes
have been paid down to only 79.21% of their original outstanding
balance.  These paydowns resulted in improved reported
overcollateralization (O/C) ratios since the February 2016 trustee
report, which S&P used for its previous rating actions:

   -- The class A O/C ratio improved to 260.71% from 142.45%.
   -- The class B O/C ratio improved to 159.39% from 123.55%.
   -- The class C O/C ratio improved to 128.73% from 114.26%.
   -- The class D O/C ratio improved to 110.78% from 107.45%.

The collateral portfolio's credit quality has improved since S&P's
last rating actions.  Collateral obligations with ratings in the
'CCC' category have decreased, with $2.16 million reported as of
the February 2017 trustee report, compared with $9.44 million as of
the February 2016 trustee report.  Defaulted collateral increased
to $2.72 million from $1.25 million over the same period.  The
transaction has also benefited from a drop in the weighted average
life due to the underlying collateral's seasoning, with 2.46 years
reported as of the February 2017 trustee report, compared with 2.92
years reported at the time of our last rating actions.

Although S&P's cash flow analysis indicated a higher rating for the
class D notes, the rating on this class is constrained at its
current rating level by the application of the largest obligor
default test, a supplemental stress test included as part of S&P's
corporate collateralized debt obligations criteria.  The top five
largest obligors in the transaction currently make up approximately
25.84% of the portfolio's performing collateral balance.

The upgrades reflect the improved credit support at the prior
rating levels and the affirmations reflect S&P's view that the
credit support available is commensurate with the current rating
levels.

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

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE
Octagon Investment Partners XI
                  Rating
Class         To          From
B             AAA (sf)    AA (sf)/Watch Pos
C             AA+ (sf)    BBB+ (sf)/Watch Pos

RATING AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE
Octagon Investment Partners XI            
Class         To          From
D             BB+ (sf)    BB+ (sf)/Watch Pos

RATINGS AFFIRMED
Octagon Investment Partners X
Class         Rating
A-2           AAA (sf)


RES RE 2017-I: S&P Gives Prelim. BB- Rating to Class 13 Notes
-------------------------------------------------------------
S&P Global Ratings said it has assigned a preliminary rating of
'BB-(sf)' to the Series 2017-I Class 13 notes to be issued by
Residential Reinsurance 2017 Ltd. (Res Re 2017).  The notes cover
losses in all 50 states and the District of Columbia from tropical
cyclones (including flood coverage for renters' policies),
earthquakes including fire following, severe thunderstorms, winter
storms, wildfires, volcanic eruption, meteorite impact, and other
perils on an annual aggregate basis.

The ratings are based on the lowest of the natural-catastrophe
(nat-cat) risk factor ('bb-'), the rating on the assets in the
Regulation 114 trust account ('AAAm'), and the rating on the ceding
insurer, various operating companies in the USAA corporation (all
currently rated AA+/Stable/--).

The base-case one-year probability of attachment, expected loss,
and probability of exhaustion are 0.99%, 0.59%, and 0.36%,
respectively.  Using the warm sea surface temperature results,
these percentages are 1.13%, 0.68%, and 0.42%, respectively.
Additionally, this issuance has a variable reset.  Beginning with
the initial reset in June 2018, the attachment probability and
expected loss can be reset to maximum of 1.24% and 0.74%,
respectively.  This maximum attachment probability was used as the
baseline to determine the nat-cat risk factor for the remaining
risk periods.

Based on AIR's analysis, on a historical basis, there have not been
any years when the modeled losses exceeded the initial attachment
level of the notes.


SHELLPOINT 2017-1: Moody's Assigns Ba2(sf) Rating to Cl. B-4 Debt
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to 53
classes of residential mortgage-backed securities (RMBS) issued by
Shellpoint Co-Originator Trust 2017-1 (SCOT 2017- 1). The ratings
range from Aaa (sf) to Ba2 (sf).

The certificates are backed by one pool of prime quality, 30 year
and 15 year fixed and adjustable rate, first- lien mortgage loans
originated by various originators. Shellpoint Mortgage Servicing is
the primary servicer, Wells Fargo Bank, N.A. is the master servicer
and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust is
the trustee.

The complete rating actions are:

Issuer: Shellpoint Co-Originator Trust 2017-1

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

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

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

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

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

Cl. A-6, Definitive Rating Assigned Aaa (sf)

Cl. A-7, Definitive Rating Assigned Aaa (sf)

Cl. A-8, Definitive Rating Assigned Aaa (sf)

Cl. A-9, Definitive Rating Assigned Aaa (sf)

Cl. A-10, Definitive Rating Assigned Aaa (sf)

Cl. A-11, Definitive Rating Assigned Aaa (sf)

Cl. A-12, Definitive Rating Assigned Aaa (sf)

Cl. A-13, Definitive Rating Assigned Aaa (sf)

Cl. A-14, Definitive Rating Assigned Aaa (sf)

Cl. A-15, Definitive Rating Assigned Aaa (sf)

Cl. A-16, Definitive Rating Assigned Aaa (sf)

Cl. A-17, Definitive Rating Assigned Aaa (sf)

Cl. A-18, Definitive Rating Assigned Aaa (sf)

Cl. A-19, Definitive Rating Assigned Aa1 (sf)

Cl. A-20, Definitive Rating Assigned Aa1 (sf)

Cl. A-21, Definitive Rating Assigned Aa1 (sf)

Cl. A-22, Definitive Rating Assigned Aaa (sf)

Cl. A-23, Definitive Rating Assigned Aaa (sf)

Cl. A-24, Definitive Rating Assigned Aaa (sf)

Cl. A-IO1, Definitive Rating Assigned Aaa (sf)

Cl. A-IO2, Definitive Rating Assigned Aaa (sf)

Cl. A-IO3, Definitive Rating Assigned Aaa (sf)

Cl. A-IO4, Definitive Rating Assigned Aaa (sf)

Cl. A-IO5, Definitive Rating Assigned Aaa (sf)

Cl. A-IO6, Definitive Rating Assigned Aaa (sf)

Cl. A-IO7, Definitive Rating Assigned Aaa (sf)

Cl. A-IO8, Definitive Rating Assigned Aaa (sf)

Cl. A-IO9, Definitive Rating Assigned Aaa (sf)

Cl. A-IO10, Definitive Rating Assigned Aaa (sf)

Cl. A-IO11, Definitive Rating Assigned Aaa (sf)

Cl. A-IO12, Definitive Rating Assigned Aaa (sf)

Cl. A-IO13, Definitive Rating Assigned Aaa (sf)

Cl. A-IO14, Definitive Rating Assigned Aaa (sf)

Cl. A-IO15, Definitive Rating Assigned Aaa (sf)

Cl. A-IO16, Definitive Rating Assigned Aaa (sf)

Cl. A-IO17, Definitive Rating Assigned Aaa (sf)

Cl. A-IO18, Definitive Rating Assigned Aaa (sf)

Cl. A-IO19, Definitive Rating Assigned Aaa (sf)

Cl. A-IO20, Definitive Rating Assigned Aa1 (sf)

Cl. A-IO21, Definitive Rating Assigned Aa1 (sf)

Cl. A-IO22, Definitive Rating Assigned Aa1 (sf)

Cl. A-IO23, Definitive Rating Assigned Aaa (sf)

Cl. A-IO24, Definitive Rating Assigned Aaa (sf)

Cl. A-IO25, Definitive Rating Assigned Aaa (sf)

Cl. B-1, Definitive Rating Assigned Aa3 (sf)

Cl. B-2, Definitive Rating Assigned A2 (sf)

Cl. B-3, Definitive Rating Assigned Baa2 (sf)

Cl. B-4, Definitive Rating Assigned Ba2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected cumulative net loss on the aggregate pool is 0.45%
in a base scenario and reaches 5.70% at a stress level consistent
with the Aaa ratings. Moody's loss estimates are based on a
loan-by-loan assessment of the securitized collateral pool using
Moody's Individual Loan Level Analysis (MILAN) model. Loan-level
adjustments to the model included: adjustments to borrower
probability of default for higher and lower borrower DTIs,
borrowers with multiple mortgaged properties, self-employed
borrowers, origination channels

and at a pool level, for the default risk of HOA properties in
super lien states. The adjustment to Moody's Aaa stress loss above
the model output also includes adjustments related to aggregator
and originators assessments. The model combines loan-level
characteristics with economic drivers to determine the probability
of default for each loan, and hence for the portfolio as a whole.
Severity is also calculated on a loan-level basis. The pool loss
level is then adjusted for borrower, zip code, and MSA level
concentrations.

Collateral Description

The SCOT 2017-1 transaction is a securitization of 392 first lien
residential mortgage loans with an unpaid principal balance of
$280,375,649. The loans in this transaction have strong borrower
characteristics with a weighted average original FICO score of 768
and a weighted-average original combined loan-to-value ratio (CLTV)
of 68.1%. In addition, 28.8% of the borrowers are self-employed and
refinance loans comprise 54.1% of the aggregate pool. The pool has
a high geographic concentration with 44.0% of the aggregate pool
located in California and 12.4% located in the Los Angeles-Long
Beach-Anaheim MSA.

Out of the total 392 loans in this transaction, 6 loans (1.29% of
stated principal balance) were originated or acquired by New Penn
Financial, LLC ("New Penn"). The remaining 386 loans (98.71% of
stated principal balance) were aggregated by Bank of America
National Association (BANA) through its jumbo whole loan purchase
program. There are 15 originators in the transaction. The largest
originators in the pool with more than 5% by balance are QUICKEN
LOANS INC. (31.2%), Stonegate Mortgage Corporation (15.0%), Guild
Mortgage Company (10.5%), JMAC Lending Inc., (10.31%), Caliber
Homes Inc., (5.86%), and PrimeLending (5.78%).

Moody's reviewed the underwriting guidelines of BANA's jumbo whole
loan purchase program. All the loans aggregated by BANA were
underwritten to BANA's guidelines except for QUICKEN LOANS INC. and
Caliber Home Loans Inc. In addition, Moody's also reviewed the
prime jumbo underwriting guidelines of QUICKEN LOANS INC. However,
given that Moody's has limited performance information on the
majority of the originators, Moody's increased Moody's base case
and Aaa loss expectations for the loans aggregated by BANA with the
exception of PrimeLending and Caliber Home Loans Inc. both of which
Moody's has assessed as stronger than their peers. Moody's also
assessed New Penn Financial LLC as an above average originator of
prime jumbo residential mortgage loans.

All of the mortgage loans in SCOT 2017-1 will be serviced by
Shellpoint Mortgage Servicing (SMS). Moody's assessments of SMS as
an above average primary servicer of residential mortgage loans
reflects Shellpoint Mortgage Servicing's above average collection
abilities, average loss mitigation results, above average
foreclosure and REO timeline management, above average loan
administration and below average servicing stability. Wells Fargo
Bank, N.A. will serve as the master servicer.

Third Party Review and Reps & Warranties (R&W)

Three third party review (TPR) firms verified the accuracy of the
loan-level information that the sponsor gave us. These firms
conducted detailed credit, property valuation, data integrity and
regulatory reviews on 100% of the mortgage pool. The TPR results
indicate that the majority of reviewed loans were in compliance
with originators' underwriting guidelines, no material compliance
or data issues, and no appraisal defects.

New Penn and each originator of a loan acquired by BANA and New
Penn will provide comprehensive loan level R&W for their respective
loans. For BANA aggregated loans, the bank will assign each
originator's R&W to New Penn, who will then assign the R&W to the
depositor, who will in turn assign the R&W to the trust. To
mitigate the potential concerns regarding BANA originators' ability
to meet their respective R&W obligations, New Penn will backstop
the R&Ws for all originators' loans acquired by the bank as well as
originators' loans acquired by New Penn. New Penn's obligation to
backstop third party R&Ws will terminate 5 years after the closing
date. While Moody's acknowledge New Penn's relatively weak
financial strength, the collateral pool benefits from the diversity
of the originators that sourced the loans. In addition, Shellpoint
Partners LLC will act as guarantor for New Penn in the event that
New Penn has insufficient funds to fulfill its repurchase
obligation. Moody's note that Shellpoint Partners' financial
strength is also weak.

Trustee and Master Servicer

The transaction trustee is Wilmington Savings Fund Society, FSB,
d/b/a Christiana Trust. The custodian and securities administrator
functions will be performed by Wells Fargo Bank, N.A. In addition,
Wells Fargo is the master servicer and is responsible for servicer
oversight, termination of servicers and for the appointment of
successor servicers. As master servicer, Wells Fargo is also
committed to act as successor if no other successor servicer can be
found. Moody's assess Wells Fargo as a strong master servicer of
residential loans.

Tail Risk & Subordination Floor

The transaction has a shifting interest structure that allows
subordinated bonds to receive principal payments under certain
defined scenarios. Because a shifting interest structure allows
subordinated bonds to pay down over time as the loan pool shrinks,
senior bonds are exposed to increased performance volatility, known
as tail risk. The transaction provides for a senior subordination
floor of 1.90% of the cut-off pool balance, which mitigates tail
risk by protecting the senior bonds from eroding credit enhancement
over time. Additionally there is a subordination lock-out amount
which is 1.30% of the cut-off pool balance.

Transaction Structure

The transaction is structured as a one pool shifting interest
structure in which the senior bonds benefit from a senior floor and
a subordination floor. Funds collected, including principal, are
first used to make interest payments to the senior bonds. Next
principal payments are made to the senior bonds and then interest
and principal payments are paid to the subordinate bonds in
sequential order, subject to the subordinate class percentage of
the subordinate principal distribution amounts.

Realized losses are allocated in a reverse sequential order, first
to the lowest subordinate bond. After the balances of the
subordinate bonds are written off, losses from the pool begin to
write off the principal balances of the senior support bonds until
their principal balances are reduced to zero. Next realized losses
are allocated to the super senior bonds until their principal
balances are written off.

As in all transactions with shifting-interest structures, the
senior bonds benefit from a cash flow waterfall that allocates all
prepayments to the senior bonds for a specified period of time, and
allocates increasing amounts of prepayments to the subordinate
bonds thereafter only if loan performance satisfies both
delinquency and loss tests

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

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.

Up

Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.

Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating US Prime RMBS," published on February 2015.

Additionally, the methodology used in rating Cl. A-IO1, Cl. A-IO2,
Cl. A-IO3, Cl. A-IO4, Cl. A-IO5, Cl. A-IO6, Cl. A-IO7, Cl. A-IO8,
Cl. A-IO9, Cl. A-IO10, Cl. A-IO11, Cl. A-IO12, Cl. A-IO13, Cl.
A-IO14, Cl. A-IO15, Cl. A-IO16, Cl. A-IO17, Cl. A-IO18, Cl. A-IO19,
Cl. A-IO20, Cl. A-IO21, Cl. A-IO22, Cl. A-IO23, Cl. A-IO24, Cl.
A-IO25, was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in October 2015.


SLC STUDENT 2008-2: Fitch Cuts Rating on Class B Notes to 'B-sf'
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLC Student
Loan Trust 2008-2:

-- Class A-3 downgraded to 'Asf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class A-4 downgraded to 'B-sf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class B downgraded to 'B-sf' from 'Asf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-4 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'B-sf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching a 10% pool factor and the eventual full payment of
principal in modelling. Unlike SLM FFELP transactions, this trust
doesn't enter into a revolving credit agreement with Navient by
which it may borrow funds at maturity in order to pay off the
notes.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently rated
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
13.25% and a 40.00% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 13.25% implies a
constant default rate of 4.3% (assuming a weighted average life of
3.1 years) consistent with the trailing 12-month (TTM) average
constant default rate used in the maturity stresses. Fitch applies
the standard default timing curve. The claim reject rate is assumed
to be 0.50% in the base case and 3% in the 'AAA' case.
The TTM average of deferment, forbearance, income-based repayment
(prior to adjustment) and constant prepayment rate (voluntary and
involuntary) are 10.7%, 16.4%, 15.5% and 10.8%, respectively, and
are used as the starting point in cash flow modelling. Subsequent
declines or increases are modelled as per criteria. The borrower
benefit is assumed to be approximately 0.14%, based on information
provided by the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by
overcollateralization, excess spread and, for the class A notes,
subordination. As of January 2017, total and senior effective
parity ratios (which includes the reserve account) are,
respectively, 101.4% (1.4% CE) and 117.0% (14.6% CE).

Liquidity support is provided by a reserve account sized at the
greater of 0.25% of the pool balance, and $3,072,877, currently
equal to $3,072,877. The transaction will continue to release cash
as long as the target parity ratio of 100.75% (excluding the
reserve, as the pool factor is below 40%) is maintained.

Maturity Risk: The class A-4 notes do not pay off before their
maturity date in all of Fitch's modelling scenarios, including the
base cases. If the breach of the class A-4 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.


SLM STUDENT 2007-7: Fitch Lowers Ratings on 2 Tranches to Bsf
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLM Student
Loan Trust 2007-7 (SLM 2007-7):

-- Class A-4 downgraded to 'Bsf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class B downgraded to 'Bsf' from 'Asf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-4 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'Bsf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching 10% pool factor, the revolving credit agreement in
place for the benefit of the noteholders, and the eventual full
payment of principal in modelling.

The trust has entered into a revolving credit agreement with
Navient by which it may borrow funds at maturity in order to pay
off the notes. Because Navient has the option but not the
obligation to lend to the trust, Fitch cannot give full
quantitative credit to this agreement. However, the agreement does
provide qualitative comfort that Navient is committed to limiting
investors' exposure to maturity risk.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
15.50% and a 46.25% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 15.50% implies a
constant default rate of 4.53% (assuming a weighted average life of
3.42 years) consistent with the trailing 12 month (TTM) average
constant default rate utilized in the maturity stresses. Fitch
applies the standard default timing curve in its credit stress cash
flow analysis. The claim reject rate is assumed to be 0.50% in the
base case and 3% in the 'AAA' case. The TTM levels of deferment,
forbearance, income-based repayment (prior to adjustment) and
constant prepayment rate (voluntary and involuntary) are 10.0%,
16.7%, 16.6%, and 12.5%, respectively, and are used as the starting
point in cash flow modelling. Subsequent declines or increases are
modelled as per criteria. The borrower benefit is assumed to be
approximately 0.03%, based on information provided by the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by excess
spread and, for the class A notes, subordination. As of December
2016, total and senior effective parity ratios (including the
reserve) are 100.36% (0.36 % CE) and 112.94% (11.46% CE). Liquidity
support is provided by a reserve equal to its floor of $1,951,617.
The transaction will continue to release cash as long as the target
parity ratio of 100% (excluding the reserve, as pool factor is
below 40%) is maintained.

Maturity Risk: The class A-4 notes do not pay off before their
maturity date in all of Fitch's modelling scenarios, including the
base cases. If the breach of the class A-4 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.


SLM STUDENT 2008-1: Fitch Lowers Ratings on 2 Tranches to Bsf
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLM Student
Loan Trust 2008-1 (SLM 2008-1):

-- Class A-4 downgraded to 'Bsf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class B downgraded to 'Bsf' from 'Asf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-4 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'Bsf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching 10% pool factor, the revolving credit agreement in
place for the benefit of the noteholders, and the eventual full
payment of principal in modeling.

The trust has entered into a revolving credit agreement with
Navient by which it may borrow funds at maturity in order to pay
off the notes. Because Navient has the option but not the
obligation to lend to the trust, Fitch cannot give full
quantitative credit to this agreement. However, the agreement does
provide qualitative comfort that Navient is committed to limiting
investors' exposure to maturity risk.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
17.5% and a 52.5% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 17.5% implies a
constant default rate of 5.15% (assuming a weighted average life of
3.4 years) consistent with the trailing 12 month (TTM) average
constant default rate utilized in the maturity stresses. Fitch
applies the standard default timing curve in its credit stress cash
flow analysis. The claim reject rate is assumed to be 0.50% in the
base case and 3% in the 'AAA' case. The TTM levels of deferment,
forbearance, income-based repayment (prior to adjustment) and
constant prepayment rate (voluntary and involuntary) are 10.5%,
17.2%, 15.4%, and 12.1%, respectively, and are used as the starting
point in cash flow modeling. Subsequent declines or increases are
modeled as per criteria. The borrower benefit is assumed to be
approximately 0.03%, based on information provided by the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by
overcollateralization (OC), excess spread and, for the class A
notes, subordination. As of December 2016, total and senior
effective parity ratios are 100.34% (0.34% CE) and 111.91% (10.64%
CE). Liquidity support is provided by a reserve equal to its floor
of $1,499,914. The transaction will continue to release cash as
long as the target parity ratio of 100% (excluding the reserve, as
pool factor is below 40%) is maintained.

Maturity Risk: The class A-4 notes do not pay off before their
maturity date in all of Fitch's modeling scenarios, including the
base cases. If the breach of the class A-4 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third party due diligence was provided or reviewed in relation
to this rating action.


SLM STUDENT 2008-2: Fitch Lowers Ratings on 2 Tranches to Bsf
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLM Student
Loan Trust 2008-2 (SLM 2008-2):

-- Class A-3 downgraded to 'Bsf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class B downgraded to 'Bsf' from 'Asf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-3 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'Bsf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching 10% pool factor, the revolving credit agreement in
place for the benefit of the noteholders, and the eventual full
payment of principal in modelling.

The trust has entered into a revolving credit agreement with
Navient by which it may borrow funds at maturity in order to pay
off the notes. Because Navient has the option but not the
obligation to lend to the trust, Fitch cannot give full
quantitative credit to this agreement. However, the agreement does
provide qualitative comfort that Navient is committed to limiting
investors' exposure to maturity risk.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
15.0% and a 45.0% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 15.0% implies a
constant default rate of 4.17% (assuming a weighted average life of
3.6 years) consistent with the trailing-12-month (TTM) average
constant default rate utilized in the maturity stresses. Fitch
applies the standard default timing curve in its credit stress cash
flow analysis. The claim reject rate is assumed to be 0.50% in the
base case and 3% in the 'AAA' case. The TTM levels of deferment,
forbearance, income-based repayment (prior to adjustment) and
constant prepayment rate (voluntary and involuntary) are 9.8%,
16.98%, 18.57%, and 13.65%, respectively, and are used as the
starting point in cash flow modelling. Subsequent declines or
increases are modelled as per criteria. The borrower benefit is
assumed to be approximately 0.07%, based on information provided by
the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by excess
spread and, for the class A notes, subordination. As of December
2016, total and senior effective parity ratios (including the
reserve) are 100.24% (0.24 % CE) and 109.21% (8.43% CE). Liquidity
support is provided by a reserve equal to its floor of $2,199,978.
The transaction will continue to release cash as long as the target
parity ratio of 100% (excluding the reserve, as pool factor is
below 40%) is maintained.

Maturity Risk: The class A-3 notes do not pay off before their
maturity date in all of Fitch's modelling scenarios, including the
base cases. If the breach of the class A-3 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.


SLM STUDENT 2008-3: Fitch Lowers Ratings on 2 Tranches to Bsf
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLM Student
Loan Trust 2008-3:

-- Class A-3 downgraded to 'Bsf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;

-- Class B downgraded to 'Bsf' from 'A+sf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-3 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'Bsf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching 10% pool factor, the revolving credit agreement in
place for the benefit of the noteholders, and the eventual full
payment of principal in modelling.

The trust has entered into a revolving credit agreement with
Navient by which it may borrow funds at maturity in order to pay
off the notes. Because Navient has the option but not the
obligation to lend to the trust, Fitch cannot give full
quantitative credit to this agreement. However, the agreement does
provide qualitative comfort that Navient is committed to limiting
investors' exposure to maturity risk.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
14.50% and a 43.75% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 14.50% implies a
constant default rate of 4.26% (assuming a weighted average life of
3.4 years) consistent with the trailing 12 month (TTM) average
constant default rate utilized in the maturity stresses. Fitch
applies the standard default timing curve in its credit stress cash
flow analysis. The claim reject rate is assumed to be 0.50% in the
base case and 3% in the 'AAA' case. The TTM levels of deferment,
forbearance, income-based repayment (prior to adjustment) and
constant prepayment rate (voluntary and involuntary) are 10.7%,
16.8%, 16.7%, and 12.4%, respectively, and are used as the starting
point in cash flow modelling. Subsequent declines or increases are
modelled as per criteria. The borrower benefit is assumed to be
approximately 0.02%, based on information provided by the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by excess
spread and, for the class A notes, subordination. As of December
2016, total and senior effective parity ratios (including the
reserve) are 101.93% (1.90 % CE) and 111.50% (10.32% CE). Liquidity
support is provided by a reserve equal to its floor of $1,000,020.
The transaction will continue to release cash as long as the target
OC amount of $5.84 million (excluding the reserve, as pool factor
is below 40%) is maintained.

Maturity Risk: The class A-3 notes do not pay off before their
maturity date in all of Fitch's modelling scenarios, including the
base cases. If the breach of the class A-3 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.


SLM STUDENT 2012-6: Fitch Lowers Rating on Class B Notes to 'Bsf'
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SLM Student
Loan Trust 2012-6 (SLM 2012-6):

-- Class A-2 affirmed at 'AAAsf'; Outlook Stable;
-- Class A-3 downgraded to 'Bsf' from 'AAAsf'; removed from
    Rating Watch Negative and assigned Outlook Stable;
-- Class B downgraded to 'Bsf' from 'A+sf'; removed from Rating
    Watch Negative and assigned Outlook Stable.

The class A-3 notes miss their legal final maturity date under both
Fitch's credit and maturity base cases. This technical default
would result in interest payments being diverted away from class B,
which would cause that note to default as well. In downgrading to
'Bsf' rather than 'CCCsf' or below, Fitch has considered
qualitative factors such as Navient's ability to call the notes
upon reaching 10% pool factor, the revolving credit agreement in
place for the benefit of the noteholders, and the eventual full
payment of principal in modeling.

The trust has entered into a revolving credit agreement with
Navient by which it may borrow funds at maturity in order to pay
off the notes. Because Navient has the option but not the
obligation to lend to the trust, Fitch cannot give full
quantitative credit to this agreement. However, the agreement does
provide qualitative comfort that Navient is committed to limiting
investors' exposure to maturity risk.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.

Collateral Performance: Fitch assumes a base case default rate of
13.00% and a 39.00% default rate under the 'AAA' credit stress
scenario. The base case default assumption of 13.00% implies a
constant default rate of 3.9% (assuming a weighted average life of
3.4 years) consistent with the trailing 12 month (TTM) average
constant default rate used in the maturity stresses. Fitch applies
the standard default timing curve. The claim reject rate is assumed
to be 0.50% in the base case and 3% in the 'AAA' case. The TTM
average of deferment, forbearance, income-based repayment (prior to
adjustment) and constant prepayment rate (voluntary and
involuntary) are 10.8%, 15.2%, 17.7% and 14.1%, respectively, and
are used as the starting point in cash flow modeling. Subsequent
declines or increases are modeled as per criteria. The borrower
benefit is assumed to be approximately 0.09%, based on information
provided by the sponsor.

Basis and Interest Rate Risk: Fitch applies its standard basis and
interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement (CE) is provided by
overcollateralization, excess spread and, for the class A notes,
subordination. As of January 2017, total and senior effective
parity ratios (which includes the reserve account) are,
respectively, 101.0% (1.00% CE) and 107.4% (6.90% CE). Liquidity
support is provided by a reserve account sized at the greater of
0.25% of the pool balance, and $1,247,589, currently equal to
$1,581,735. The transaction will continue to release cash as long
as the target credit enhancement level of the greater of 1% of the
adjusted pool balance and $1,300,000 are maintained. Since the pool
factor is above 40%, the reserve fund is counted in the adjusted
pool balance.

Maturity Risk: The class A-3 notes do not pay off before their
maturity date in all of Fitch's modeling scenarios, including the
base cases. If the breach of the class A-3 maturity date triggers
an event of default, interest payments will be diverted away from
the class B notes, causing them to fail the base cases as well.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. (formerly known as Sallie Mae, Inc.). Fitch
believes Navient to be an acceptable servicer, due to its extensive
track record as the largest servicer of FFELP loans.

CRITERIA VARIATION

Under the 'Structured Finance and Covered Bonds Counterparty Rating
Criteria', dated March 20, 2017, Fitch looks to its own ratings in
analyzing counterparty risk and assessing a counterparty's
creditworthiness. The definition of permitted investments for this
deal allows for the possibility of using investments not rated by
Fitch, which represents a criteria variation. As trust funds can
only be invested for a short duration given the payment frequency
of the notes, Fitch does not believe such variation has a
measurable impact upon the ratings assigned.

RATING SENSITIVITIES

'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.

Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results below should only be considered as one potential
model-implied outcome, as the transaction is exposed to multiple
risk factors that are all dynamic variables. Additionally, the
results do not take into account any rating cap considerations.

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf'
-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf'
-- Basis Spread increase 0.50%: class A 'CCCsf'; class B 'CCCsf'

Maturity Stress Rating Sensitivity

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf'
-- CPR increase 100%: class A 'AAAsf'; class B 'AAsf'
-- IBR Usage increase 100%: class A 'CCCsf'; class B 'CCCsf'
-- IBR Usage decrease 50%: class A 'CCCsf'; class B 'CCCsf'

Stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.


TIAA CLO II: S&P Assigns 'BB-' Rating on Class E Notes
------------------------------------------------------
S&P Global Ratings assigned its ratings to TIAA CLO II Ltd./TIAA
CLO II LLC's $414.00 million floating-rate notes.

The note issuance is a collateralized loan obligation transaction
backed primarily by broadly syndicated senior secured term loans.

The ratings reflect:

   -- The diversified collateral pool, which consists primarily of

      broadly syndicated speculative-grade senior secured term
      loans that are governed by collateral quality tests.  The
      credit enhancement provided through the subordination of
      cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.  The
      transaction's legal structure, which is expected to be
      bankruptcy remote.

RATINGS ASSIGNED

TIAA CLO II Ltd./TIAA CLO II LLC  

Class                        Rating         Amount (mil. $)
A                            AAA (sf)               285.750
B                            AA (sf)                 47.250
C (deferrable)               A (sf)                  39.375
D (deferrable)               BBB (sf)                22.500
E (deferrable)               BB- (sf)                19.125
Subordinated notes           NR                      40.835

NR--Not rated.


TRUPS FINANCIALS 2017-1: Moody's Gives Ba2(sf) Rating to Cl. B Debt
-------------------------------------------------------------------
Moody's Investors Service has assigned ratings to three classes of
notes issued by TruPS Financials Note Securitization 2017-1 Ltd.

Moody's rating action is:

US$212,000,000 Class A-1 Senior Secured Floating Rate Notes due
2038 (the "Class A-1 Notes"), Assigned Aa3 (sf)

US$40,000,000 Class A-2 Senior Secured Fixed-Floating Rate Notes
due 2038 (the "Class A-2 Notes"), Assigned Aa3 (sf)

US$36,000,000 Class B Mezzanine Deferrable Floating Rate Notes due
2038 (the "Class B Notes"), Assigned Ba2 (sf)

The Class A-1 Notes, the Class A-2 Notes and the Class B Notes are
referred to herein 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.

TFINS 2017-1 is a static cash flow CLO. The issued notes will be
collateralized primarily by a portfolio of (1) trust preferred
securities ("TruPS"), senior notes and subordinated debt issued by
US community banks and their holding companies and (2) TruPS and
surplus notes issued by insurance companies and their holding
companies. The portfolio is 100% ramped as of the closing date.

EJF CDO Manager LLC (the "Manager"), an affiliate of EJF Capital
LLC, will direct the selection, acquisition and disposition of the
assets on behalf of the Issuer. The Manager will direct the
disposition of any defaulted securities or credit risk securities.
The transaction prohibits any asset purchases or substitutions at
any time.

In addition to the Rated Notes, the Issuer issued one class of
preferred shares.

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. The transaction also includes an
interest diversion feature whereby 40% of the interest at a junior
step in the priority of interest payments is used to pay principal
on the Class A Notes during the first eight years of the
transaction and 60% of the interest is used thereafter for the same
purpose until the Class A Notes' principal has been paid in full.

The portfolio of this CDO consists of (1) TruPS, senior notes and
subordinated debt issued by 49 US community banks and (2) TruPS and
surplus notes issued by 11 insurance companies, the majority of
which Moody's does not rate. Moody's assesses the default
probability of bank obligors that do not have public ratings
through credit scores derived using RiskCalc(TM), an econometric
model developed by Moody's Analytics. Moody's evaluation of the
credit risk of the bank obligors in the pool relies on FDIC Q3-2016
financial data. Moody's assesses the default probability of
insurance company obligors that do not have public ratings through
credit assessments provided by its insurance team based on the
credit analysis of the underlying insurance companies' annual
statutory financial reports. Moody's assumes a fixed recovery rate
of 10% for both the bank and insurance obligations.

Moody's ratings of the Rated Notes also took into account the
concentrated nature of the portfolio. There are 11 issuers that
each make up between 2.80% and 3.0% of the portfolio par. Moody's
ran a stress scenario in which Moody's assumed a two-notch
downgrade for up to 30% of the portfolio par. This stress scenario
was an important factor in the assigned ratings.

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

Par amount: $360,203,000

Weighted Average Rating Factor (WARF): 759

Weighted Average Spread (WAS): 3.09%

Weighted Average Coupon (WAC): 7.13%

Weighted Average Recovery Rate (WARR): 10.0%

Weighted Average Life (WAL): 16.0 years.

In addition to the quantitative factors that Moody's explicitly
models, qualitative factors were part of the rating committee
consideration. Moody's considers the structural protections in the
transaction, the risk of an event of default, 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
transaction, influenced the final rating decision.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs," published in October 2016.

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

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 transaction's performance could
be negatively affected by uncertainty about credit conditions in
the general economy. Moody's has a stable outlook on the US banking
sector and the US P&C insurance sector, and a negative outlook on
the US life insurance sector.

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

3) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds due to
redemptions will occur and at what pace. Note repayments that are
faster than Moody's current expectations could have an impact on
the notes' ratings.

4) Exposure to non-publicly rated assets: The portfolio consists
primarily of unrated assets whose default probability Moody's
assesses through credit scores derived using RiskCalc™ or credit
assessments. Because these are not public ratings, they are subject
to additional estimation uncertainty.

Loss and Cash Flow Analysis:

Moody's obtained a loss distribution for this CDO's portfolio by
simulating defaults using Moody's CDROM(TM), which used Moody's
assumptions for asset correlations and fixed recoveries in a Monte
Carlo simulation framework. Moody's then used the resulting loss
distribution, together with structural features of the CDO, as an
input in its CDOEdge™ cash flow model. Moody's CDROM(TM) is
available on www.moodys.com under Products and Solutions --
Analytical Models, upon receipt of a signed free license
agreement.

In addition to the base case analysis, Moody's also conducted
sensitivity analyses to test the impact of different default
probabilities on the Rated Notes relative to the base case modeling
results, which may be different from the ratings assigned to the
Rated Notes. Below is a summary of the impact of different default
probabilities (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the base
case modeling results, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Assuming a two-notch upgrade to assets with below-investment grade
rating estimates (WARF of 562)

Class A-1 Notes: +1

Class A-2 Notes: +1

Class B Notes: +1

Assuming a two-notch downgrade to assets with below-investment
grade rating estimates (WARF of 1065)

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B Notes: -1


VENTURE XIII: Moody's Affirms Ba2(sf) Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Venture XIII CLO, Limited:

US$61,000,000 Class B Senior Secured Floating Rate Notes, Upgraded
to Aaa (sf); previously on March 25, 2013 Definitive Rating
Assigned Aa2 (sf)

US$24,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes, Upgraded to Aa2 (sf); previously on March 25, 2013
Definitive Rating Assigned A2 (sf)

US$10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes, Upgraded to Aa2 (sf); previously on March 25, 2013
Definitive Rating Assigned A2 (sf)

US$34,000,000 Class D Senior Secured Deferrable Floating Rate
Notes, Upgraded to Baa1 (sf); previously on March 25, 2013
Definitive Rating Assigned Baa2 (sf)

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

US$362,500,000 Class A-1 Senior Secured Floating Rate Notes,
Affirmed Aaa (sf); previously on March 25, 2013 Definitive Rating
Assigned Aaa (sf)

US$7,000,000 Class A-X Senior Secured Floating Rate Notes (current
outstanding balance of $583,333.30), Affirmed Aaa (sf); previously
on March 25, 2013 Definitive Rating Assigned Aaa (sf)

US$39,500,000 Class E Senior Secured Deferrable Floating Rate
Notes, Affirmed Ba2 (sf); previously on March 25, 2013 Definitive
Rating Assigned Ba2 (sf)

Venture XIII CLO, Limited, issued in March 2013, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans. The transaction's reinvestment
period will end in June 2017.

RATINGS RATIONALE

These rating actions reflect the benefit of the short period of
time remaining before the end of the deal's reinvestment period in
June 2017. In light of the reinvestment restrictions during the
amortization period, and therefore the limited ability of the
manager to effect significant changes to the current collateral
pool, Moody's analyzed the deal assuming a higher likelihood that
the collateral pool characteristics will maintain a positive buffer
relative to certain covenant requirements. In particular, Moody's
assumed that the deal will benefit from higher weighted average
recovery rate (WARR) and diversity score levels compared to
covenant levels.

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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

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

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

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

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

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

6) Exposure to assets with low credit quality and weak liquidity:
The presence of assets rated Caa3 with a negative outlook, Caa2 or
Caa3 on review for downgrade or the worst Moody's speculative grade
liquidity (SGL) rating, SGL-4, exposes the notes to additional
risks if these assets default. The historical default rate is
higher than average for these assets. Due to the deal's exposure to
such assets, which constitute around $4.9 million of par, Moody's
ran a sensitivity case defaulting those assets.

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

Moody's Adjusted WARF -- 20% (2255)

Class A-1: 0

Class A-X: 0

Class B: 0

Class C-1: +1

Class C-2: +1

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3383)

Class A-1: 0

Class A-X: 0

Class B: -1

Class C-1: -3

Class C-2: -3

Class D: -2

Class E: -1

Loss and Cash Flow Analysis:

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

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 $569.4 million, defaulted par of
$12.8 million, a weighted average default probability of 21.08%
(implying a WARF of 2819), a weighted average recovery rate upon
default of 48.33%, a diversity score of 101 and a weighted average
spread of 3.91% (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. In each case, historical and market
performance and the collateral manager's latitude for trading the
collateral are also factors.


WAMU COMMERCIAL 2007-SL2: Fitch Hikes Class F Notes Rating to CC
----------------------------------------------------------------
Fitch Ratings has upgraded four classes and affirmed eight classes
of WaMu Commercial Mortgage Securities Trust commercial mortgage
pass-through certificates series 2007-SL2.

KEY RATING DRIVERS

The upgrades to classes C through F reflect the significant paydown
since Fitch's last rating action and better than expected
recoveries on specially serviced assets. Additionally, the upgrades
to classes D through G reflect less certainty of losses to the
classes. Although credit enhancement to classes A-1A and B are
high, the affirmations reflect overall low collateral quality and
concerns related to the historically high loss severities for small
balance loans. Furthermore, 91% of the loans do not mature until
2036 leaving the pool susceptible to economic volatility over a
long time horizon. There are four specially serviced assets (5.2%),
of which two are maturity defaults and one is real estate owned
(REO).

As of the March 2017 distribution date, the pool's aggregate
principal balance has been reduced by 87.3% to $107.3 million from
$842.1 million at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes G through N.

Principal Paydown: Since Fitch's last rating action, the pool has
experienced 48% in paydown. Credit enhancement has increased
significantly as a result.

Collateral Quality: There is a high concentration of loans secured
by multi-family properties (78.2%) located in secondary and
tertiary markets with overall low collateral quality.

Small Balance: The average loan balance within the pool is
$761,000. Small balance loans traditionally have high loss
severities.

Extended Maturity Profile: Although the majority of outstanding
loans (87.5% of the pool) are fully amortizing, the amortization
schedules are stretched over a 30-year period (91% of the pool
matures in 2036). As a result, scheduled monthly principal is
minimal.

RATING SENSITIVITIES

The Rating Outlooks on classes A1A through C remain Stable due to
their seniority and expected continued paydown. Although credit
enhancement for these classes is high compared to other
multi-borrower transactions, further upgrades are not warranted at
this time due to the small balance nature of the loans, which have
higher loss severities than traditional loans. Further upgrades
were limited to these classes based on the potential for additional
loan defaults and the thinness of the subordinate classes.
Distressed classes (those rated below 'Bsf') may be subject to
further rating actions as losses are realized.

DUE DILIGENCE USAGE PURSUANT TO SEC RULE 17G-10
No third party due diligence was provided or reviewed in relation
to this rating.

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

-- $25.3 million class C to 'BBsf' from 'Bsf'; Outlook Stable;
-- $16.8 million class D to 'CCCsf' from 'CCsf'; RE 100%;
-- $6.3 million class E to 'CCCsf' from 'Csf'; RE 100%;
-- $7.4 million class F to 'CCsf' from 'Csf'; RE 50%.

Fitch affirms the following classes:

-- $16.6 million class A-1A at 'Asf'; Outlook Stable;
-- $17.9 million class B at 'BBBsf'; Outlook Stable;
-- $13.7 million class G at 'Csf'; RE 0%;
-- $3.4 million class H at 'Dsf'; RE 0%;
-- $0 class J at 'Dsf'; RE 0%;
-- $0 class K at 'Dsf'; RE 0%;
-- $0 class L at 'Dsf'; RE 0%;
-- $0 class M at 'Dsf'; RE 0%.

The class A certificates have paid in full. Fitch does not rate the
class N certificates. Fitch previously withdrew the rating on the
interest-only class X certificates.


WASATCH CLO: Moody's Affirms Ba1(sf) Rating on Cl. C Senior Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Wasatch CLO Ltd.:

US$24,500,000 Class A-2 Senior Secured Floating Rate Notes due
2022, Upgraded to Aaa (sf); previously on April 16, 2015 Affirmed
Aa1 (sf)

US$42,500,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2022, Upgraded to A1 (sf); previously on April 16, 2015
Affirmed A3 (sf)

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

US$60,000,000 Class A-1a Senior Secured Floating Rate Notes due
2022 (current outstanding balance of $35,240,464), Affirmed Aaa
(sf); previously on April 16, 2015 Affirmed Aaa (sf)

US$429,000,000 Class A-1b Senior Secured Floating Rate Notes due
2022 (current outstanding balance of $251,969,318), Affirmed Aaa
(sf); previously on April 16, 2015 Affirmed Aaa (sf)

US$29,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2022, Affirmed Ba1 (sf); previously on April 16, 2015 Affirmed
Ba1 (sf)

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

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since April 2016. The Class A-1
notes have been paid down by approximately 24.4% or $92.7 million
since then. Based on the trustee's March 2017 report, the OC ratios
for the Class A, Class B and Class C notes are reported at 137.4%,
120.9% and 111.7%, respectively, versus April 2016 levels of
129.6%, 117.3% and 110.1%, respectively.

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

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

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

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

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

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

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

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

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

7) Exposure to assets with low credit quality and weak liquidity:
The presence of assets rated Caa3 with a negative outlook, Caa2 or
Caa3 on review for downgrade or the worst Moody's speculative grade
liquidity (SGL) rating, SGL-4, exposes the notes to additional
risks if these assets default. The historical default rate is
higher than average for these assets. Due to the deal's exposure to
such assets, which constitute around $5.5 million of par, Moody's
ran a sensitivity case defaulting those assets.

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

Moody's Adjusted WARF -- 20% (2181)

Class A-1a: 0

Class A-1b: 0

Class A-2: 0

Class B: +3

Class C: +2

Moody's Adjusted WARF + 20% (3271)

Class A-1a: 0

Class A-1b: 0

Class A-2: -1

Class B: -2

Class C: -1

Loss and Cash Flow Analysis:

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

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 $428.3 million, defaulted par of $3.9
million, a weighted average default probability of 18.0% (implying
a WARF of 2726), a weighted average recovery rate upon default of
46.6%, a diversity score of 67 and a weighted average spread of
3.3% (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.



WELLS FARGO 2012-C8: Fitch Affirms 'Bsf' Rating on Class G Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all 14 classes of Wells Fargo Bank,
National Association, WFRBS Commercial Mortgage Trust 2012-C8
commercial mortgage pass-through certificates (WFRBS 2012-C8).

Fitch has issued a focus report on this transaction. The report
provides a detailed and up-to-date perspective on key credit
characteristics of the WFRBS 2012-C8 transaction and property-level
performance of the related trust loans.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral. As of the March 2017 distribution date, the
pool's aggregate principal balance has been reduced by 15.7% to
$1.1 billion from $1.3 billion at issuance.

There is one specially serviced loans (0.7%). Seven loans (7.3%)
are defeased. Five loans (9.1%) appear on the servicer watchlist
due to deferred maintenance, major tenant lease expirations,
occupancy declines and upcoming loan maturities.

Stable Performance: Overall pool performance remains stable from
issuance. As of year-end 2015, aggregate pool-level NOI improved 2%
from 2014. One loan representing 0.7% of the pool is in special
servicing.

Moderate Paydown and Defeasance: The transaction has paid down
15.7% from issuance, including the payoff of the second largest
loan, Brennan Industrial Portfolio. Additionally, seven loans
(7.3%) have been defeased, including the eighth largest loan,
DoubleTree New Orleans (3.6%).

High Retail Concentration and Mall Exposure: Loans backed by retail
properties represent 40.8% of the pool, including seven within the
top 15. Two loans (13.6%) are secured by regional malls; both are
anchored by Sears, JCPenney, and Macy's (all not part of
collateral). Eight properties representing 9.5% of the pool are
anchored by a grocery tenant greater than 25% of the NRA.

Transaction Amortization: Of the pool, 90% is structured with
amortization, including 67 amortizing balloon loans (58.2%), and
eight partial interest-only loans (31.8%), all of which have
commenced amortization. Two loans (9.9%) are full interest-only
throughout the term.

Government-related Tenancy Concentration: The pool has a high
concentration of government related tenants including federal,
state and local municipalities, representing 34.4% of the office
square footage in the pool. Including the square footage for
Battelle, which is a primary contractor for the Dept. of Energy's
Pacific Northwest National Lab, the concentration increases to
44.6%.

There is one loan in special servicing secured by a 96-room,
extended-stay hotel located in San Angelo, TX. The subject has
experienced a drastic decline in occupancy due to a surplus of
hotel rooms available and decreased demand for lodging from oil and
gas sector employees, the subject's primary client base. September
2016 occupancy declined to 48% from 53% in 2015 and 74% in 2014.
The NOI DSCR was 0.49x as of September 2016. The loan is a Fitch
Loan of Concern and will continue to be monitored for further
deterioration in performance.

RATING SENSITIVITIES

Rating Outlooks for all classes remain Stable due to overall stable
performance of the pool and continued amortization. Upgrades may
occur with improved pool performance and additional paydown or
defeasance; however, this possibility may be limited due to the
high retail concentration. Downgrades to the classes are possible
should a material asset level or economic event adversely affect
pool performance.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed the following classes:

-- $80.7 million class A-2 at 'AAAsf'; Outlook Stable;
-- $414.1 million class A-3 at 'AAAsf'; Outlook Stable;
-- $96.9 million class A-SB at 'AAAsf'; Outlook Stable;
-- $115 million class A-FL at 'AAAsf'; Outlook Stable;
-- $0 class A-FX at 'AAAsf'; Outlook Stable;
-- $966.2 million* class X-A at 'AAAsf'; Outlook Stable;
-- $113.8 million class A-S at 'AAAsf'; Outlook Stable;
-- $66.7 million class B at 'AAsf'; Outlook Stable;
-- $66.7 million class X-B at 'AAsf'; Outlook Stable;
-- $43.9 million class C at 'Asf'; Outlook Stable;
-- $26 million class D at 'BBB+sf'; Outlook Stable;
-- $45.5 million class E at 'BBB-sf'; Outlook Stable;
-- $22.8 million class F at 'BBsf'; Outlook Stable;
-- $26 million class G at 'Bsf'; Outlook Stable.

*Notional and interest-only.

Fitch does not rate the class H certificates. Class A-1 has paid in
full.

Wells Fargo Bank, N.A. is the swap counterparty for the floating
rate class A-FL. In the event that any swap breakage costs are due
to the swap counterparty from the trust, any breakage costs will
only be paid after all payments on the class A-FL certificates have
been paid in full. The aggregate balance of the class A-FL may be
adjusted as a result of the exchange of all or a portion of the
class A-FL certificates for the non-offered class A-FX.


WELLS FARGO 2015-C29: Fitch Affirms 'Bsf' Rating on Class F Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of Wells Fargo Commercial
Mortgage Trust 2015-C29 commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral. As of the March 2017 distribution date, the
pool's aggregate principal balance has been reduced by 1.2% to
$1.16 billion from $1.18 billion at issuance.

Stable Performance: All loans in the pool are current. No loans in
the pool have been in special servicing, with loan-level
performance in-line with Fitch's issuance expectations. No loans
are defeased and no loans have paid off since issuance.

Pool Diversity: The top 10 loans represent only 32.8% of the pool
by balance. This is well below the 2015 average of 49.3% and the
2016 average of 54.8%. The pool's loan concentration index (LCI)
was 202 at issuance, which is below both the 2015 and 2016 averages
of 367 and 422, respectively. There was no significant sponsor
concentration, with a sponsor concentration index (SCI) score of
212. The 2015 and 2016 SCI averages were 410 and 493,
respectively.

Property Type Diversity: The largest property type concentrations
are multifamily (28.7%), retail (26.7%) and office (25.2%). The
pool's hotel concentration is only 4.9%, which is below the 2015
and 2016 averages of 17% and 16%.

High Fitch Leverage: The pool's Fitch DSCR and LTV at issuance were
1.37x and 107%, respectively. However, excluding co-op collateral,
the pool's Fitch DSCR and LTV were 1.12x and 111.8%. The 2015 and
2016 average Fitch LTVs were 109.3% and 105.2%, respectively. The
2015 and 2016 average Fitch DSCRs were 1.18x and 1.21x.

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable. Fitch does not
foresee positive or negative ratings migration until a material
economic or asset-level event changes the transaction's overall
portfolio-level metrics.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed the following ratings:

-- $36,475,484 class A-1 at 'AAAsf'; Outlook Stable;
-- $30,508,000 class A-2 at 'AAAsf'; Outlook Stable;
-- $170,000,000 class A-3 at 'AAAsf'; Outlook Stable;
-- $476,065,000 class A-4 at 'AAAsf'; Outlook Stable;
-- $97,199,000 class A-SB at 'AAAsf'; Outlook Stable;
-- $88,277,000c class A-S at 'AAAsf'; Outlook Stable;
-- $912,194,000b class X-A at 'AAAsf'; Outlook Stable;
-- $70,621,000c class B at 'AA-sf'; Outlook Stable;
-- $50,024,000c class C at 'A-sf'; Outlook Stable;
-- $208,922,000c class PEX at 'A-sf'; Outlook Stable;
-- $58,851,000 class D at 'BBB-sf'; Outlook Stable;
-- $23,541,000a class E at 'BBsf'; Outlook Stable;
-- $11,770,000a class F at 'Bsf'; Outlook Stable.

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

Fitch does not rate the $120,645,000 interest-only class X-B or the
$50,024,121 class G.


WELLS FARGO 2017-RB1: Fitch Assigns 'B-sf' Ratings on 2 Tranches
----------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to Wells Fargo Commercial Mortgage Trust Commercial
Mortgage Pass Through Certificates, Series 2017-RB1:

-- $10,516,000 class A-1 'AAAsf'; Outlook Stable;
-- $19,868,000 class A-2 'AAAsf'; Outlook Stable;
-- $5,556,000 class A-3 'AAAsf'; Outlook Stable;
-- $160,000,000 class A-4 'AAAsf'; Outlook Stable;
-- $203,194,000 class A-5 'AAAsf'; Outlook Stable;
-- $24,840,000 class A-SB 'AAAsf'; Outlook Stable;
-- $37,855,000 class A-S 'AAAsf'; Outlook Stable;
-- $423,974,000b class X-A 'AAAsf'; Outlook Stable;
-- $107,508,000b class X-B 'A-sf'; Outlook Stable;
-- $42,397,000 class B 'AA-sf'; Outlook Stable;
-- $27,256,000 class C 'A-sf'; Outlook Stable;
-- $31,798,000ab class X-D 'BBB-sf'; Outlook Stable;
-- $31,798,000a class D 'BBB-sf'; Outlook Stable;
-- $14,385,000ac class E 'BB-sf'; Outlook Stable;
-- $7,192,500ac class E-1 'BB+sf'; Outlook Stable;
-- $7,192,500ac class E-2 'BB-sf'; Outlook Stable;
-- $6,814,000ac class F 'B-sf'; Outlook Stable;
-- $21,199,000ac class EF 'B-sf'; Outlook Stable.

The following classes are not expected to be rated:

-- $3,407,000ac class F-1;
-- $3,407,000ac class F-2;
-- $5,299,000ac class G;
-- $2,649,500ac class G-1;
-- $2,649,500ac class G-2;
-- $26,498,000ac class EFG;
-- $15,899,900ac class H;
-- $7,949,950ac class H-1;
-- $7,949,950ac class H-2;
-- $31,877,784.26ad RR interest.

(a) Privately placed and pursuant to Rule 144A.
(b) Notional amount and interest-only.
(c) Exchangeable certificates
(d) Vertical credit risk retention interest representing at least
5% of the pool balance (as of the closing date).

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 37 loans secured by 72
commercial properties having an aggregate principal balance of
$637,555,685 as of the cut-off date. The loans were contributed to
the trust by Barclays Bank PLC, Wells Fargo Bank, National
Association, UBS AG and Societe Generale.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 68.9% of the properties
by balance, cash flow analysis of 91.3%, and asset summary reviews
on 100% of the pool.

KEY RATING DRIVERS

Average Fitch Leverage: The pool has leverage statistics in line
with recent Fitch-rated multiborrower transactions. The pool's
Fitch DSCR of 1.19x is lower than the YTD 2017 average of 1.24x but
similar to the 2016 average of 1.21x. The pool's Fitch LTV of 105%
is in line with both the YTD 2017 and 2016 averages of 105.4% and
105.2%, respectively.

Highly Concentrated Pool: The top 10 loans compose 57% of the pool,
which is above the respective 2016 and YTD 2017 averages of 54.8%
and 50.5%. The pool's loan concentration index (LCI) is 453, which
is above the 2017 YTD average of 350. For this transaction, the
losses estimated by Fitch's deterministic test at 'AAAsf' exceeded
its base model loss estimate.

Due to the high property quality (65.1% of the top 10 loans
received a property quality grade of 'B+' or higher) and strong
locations (67.3% of the top 10 loans are located in primary
markets), Fitch's concluded loss estimate at 'AAAsf' is 100 basis
points lower than indicated by its deterministic test.

Weak Amortization: 13 loans (52.3%) are full-term interest only and
12 loans (33.1%) are partial interest only. Fitch-rated
transactions at 2017 YTD had an average full-term interest-only
percentage of 46.4% and a partial interest-only percentage of
26.8%. Based on the scheduled balance at maturity, the pool will
pay down by only 6.2%, which is below the 2017 YTD average of 7.7%
and significantly below the 2016 average of 10.4%.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 8.7% below
the most recent year's net operating income (NOI) for properties
for which a full-year NOI was provided, excluding properties that
were stabilizing during this period. Unanticipated further declines
in property-level NCF could result in higher defaults and loss
severities on defaulted loans and in potential rating actions on
the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the WFCM
2017-RB1 certificates and found that the transaction displays
average sensitivities to further declines in NCF. In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'A-sf' could result. In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the junior 'AAAsf' certificates to 'BBB+sf'
could result.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte & Touche LLP. The third-party due diligence
described in Form 15E focused on a comparison and re-computation of
certain characteristics with respect to each of the mortgage loans.
Fitch considered this information in its analysis and the findings
did not have an impact on its analysis or conclusions.


WFRBS COMMERCIAL 2011-C4: Moody's Affirms B2 Rating on Cl. G Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on 12 classes in
WFRBS Commercial Mortgage Trust 2011-C4, Commercial Mortgage
Pass-Through Certificates, Series 2011-C4:

Cl. A-3 Certificate, Affirmed Aaa (sf); previously on Apr 28, 2016
Affirmed Aaa (sf)

Cl. A-4 Certificate, Affirmed Aaa (sf); previously on Apr 28, 2016
Affirmed Aaa (sf)

Cl. A-FL Certificate, Affirmed Aaa (sf); previously on Apr 28, 2016
Affirmed Aaa (sf)

Cl. A-FX Certificate, Affirmed Aaa (sf); previously on Apr 28, 2016
Affirmed Aaa (sf)

Cl. B Certificate, Affirmed Aa2 (sf); previously on Apr 28, 2016
Affirmed Aa2 (sf)

Cl. C Certificate, Affirmed A2 (sf); previously on Apr 28, 2016
Affirmed A2 (sf)

Cl. D Certificate, Affirmed Baa1 (sf); previously on Apr 28, 2016
Affirmed Baa1 (sf)

Cl. E Certificate, Affirmed Baa3 (sf); previously on Apr 28, 2016
Affirmed Baa3 (sf)

Cl. F Certificate, Affirmed Ba2 (sf); previously on Apr 28, 2016
Affirmed Ba2 (sf)

Cl. G Certificate, Affirmed B2 (sf); previously on Apr 28, 2016
Affirmed B2 (sf)

Cl. X-A Certificate, Affirmed Aaa (sf); previously on Apr 28, 2016
Affirmed Aaa (sf)

Cl. X-B Certificate, Affirmed Ba3 (sf); previously on Apr 28, 2016
Affirmed Ba3 (sf)

RATINGS RATIONALE

The ratings on 10 P&I classes were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

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

Moody's rating action reflects a base expected loss of 3.1% of the
current balance, compared to 1.8% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.4% of the original
pooled balance, compared to 1.5% at the 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 A UPGRADE OR DOWNGRADE OF THE RATINGS:

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 these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014, and
"Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-A and Cl. X-B
was "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in October 2015.

Please note that on February 27, 2017, Moody's released a "Request
for Comment" in which it has requested market feedback on proposed
changes to its methodology for rating structured finance
interest-only (IO) securities called "Moody's Approach to Rating
Structured Finance Interest-Only Securities," dated October 20,
2015. If Moody's adopts the new methodology as proposed, the
changes could affect the ratings of WFRBS 2011-C4.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, 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 18, compared to a Herf of 22 at Moody's last
review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model 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 March 17, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 23% to $1.13 billion
from $1.48 billion at securitization. The certificates are
collateralized by 59 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten loans constituting 49% of
the pool. Six loans, constituting 14% of the pool, have defeased
and are secured by US government securities.

Seven loans, constituting 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Two loans, constituting 2.4% of the pool, are currently in special
servicing. The largest specially serviced loan is the Wausau Center
Loan ($17.3 million -- 1.5% of the pool), which is secured by a
regional mall located in Wausau, Wisconsin, located 100 miles from
Green Bay and 185 miles from Milwaukee. The mall has lost 2 anchor
tenants, Sears and JC Penney. The loan transferred to special
servicing for imminent monetary default in June 2016.

Moody's estimates an aggregate $20 million loss for the specially
serviced loans (75% expected loss on average).

Moody's has assumed a high default probability for one poorly
performing loan, constituting less than 1% of the pool.

Moody's received full year 2015 operating results for 100% of the
pool and full or partial year 2016 operating results for 100% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 73%, the same as at Moody's last
review. Moody's conduit component excludes loans with structured
credit assessments, defeased and CTL loans, and specially serviced
and troubled loans. Moody's net cash flow (NCF) reflects a weighted
average haircut of 13% to the most recently available net operating
income (NOI). Moody's value reflects a weighted average
capitalization rate of 9%.

Moody's actual and stressed conduit DSCRs are 1.83X and 1.51X,
respectively, compared to 1.90X and 1.54X 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 28% of the pool balance. The
largest loan is the Fox River Mall Loan ($148.4 million -- 13.1% of
the pool), which is secured by a 649,000 square foot (SF) portion
of a 1.2 million SF super-regional mall in Appleton, Wisconsin. The
mall is anchored by Macy's, Sears, Target, Younkers and Scheel's.
Scheel's is the only anchor that is part of the collateral. The
collateral was 95% leased as of September 2016, compared to 97%
leased as of December 2015 and 92% at securitization. Moody's LTV
and stressed DSCR are 73% and 1.33X, respectively, compared to 71%
and 1.37X at the last review.

The second largest loan is the Preferred Freezer Portfolio Loan
($109.3 million -- 9.6% of the pool), which is secured by seven
industrial cold storage facilities. The portfolio is subject to a
25-year triple net lease through 2033 to Preferred Freezer
Operating, LLC. The lease provides for rent steps every five years.
Moody's LTV and stressed DSCR are 66% and 1.63X, respectively,
compared to 63% and 1.71X at the last review.

The third largest loan is the Cole Retail Portfolio Loan ($60.5
million -- 5.3% of the pool), which is secured by 13 single-tenant
properties and one anchored multi-tenanted property located across
11 states. Tenants include CVS, Carmax, On the Border and Bed Bath
and Beyond. As of September 2016, the portfolio was 100% leased,
the same as of September 2015. Moody's LTV and stressed DSCR are
89% and 1.11X, respectively, compared to 89% and 1.12X at the last
review.


[*] Moody's Hikes $1.2BB of Subprime RMBS Issued 2005-2006
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 45 tranches
from 18 transactions issued by various issuers, and backed by
subprime mortgage loans.

Complete rating actions are:

Issuer: Aames Mortgage Investment Trust 2005-2

Cl. M5, Upgraded to B2 (sf); previously on Apr 18, 2016 Upgraded to
Caa2 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2005-HE5

Cl. M-4, Upgraded to B3 (sf); previously on Apr 18, 2016 Upgraded
to Caa3 (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC1

Cl. M-2, Upgraded to B1 (sf); previously on Jun 25, 2015 Upgraded
to B2 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on May 21, 2010 Downgraded
to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE5

Cl. I-A-2, Upgraded to A3 (sf); previously on Apr 18, 2016 Upgraded
to Ba3 (sf)

Cl. I-A-3, Upgraded to Baa2 (sf); previously on Apr 18, 2016
Upgraded to B2 (sf)

Cl. II-A, Upgraded to Baa1 (sf); previously on Apr 18, 2016
Upgraded to B1 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on May 21, 2010 Downgraded
to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-PC1

Cl. M-2, Upgraded to B1 (sf); previously on Jun 25, 2015 Upgraded
to B2 (sf)

Cl. M-3, Upgraded to Caa3 (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2005-FRE1

Cl. A-6, Upgraded to Aaa (sf); previously on Apr 12, 2016 Upgraded
to A2 (sf)

Cl. M-2, Upgraded to Caa1 (sf); previously on Feb 20, 2014 Upgraded
to Ca (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC2

Cl. A-3, Upgraded to Ba1 (sf); previously on Apr 12, 2016 Upgraded
to B2 (sf)

Cl. A-4, Upgraded to Ba3 (sf); previously on Apr 12, 2016 Upgraded
to Caa1 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Apr 29, 2010 Downgraded
to C (sf)

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INABS
2005-B

Cl. M-5, Upgraded to B1 (sf); previously on Apr 20, 2016 Upgraded
to Caa1 (sf)

Cl. M-6, Upgraded to Caa3 (sf); previously on Sep 15, 2010
Downgraded to C (sf)

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INABS
2005-C

Cl. A-I-1, Upgraded to Aaa (sf); previously on Apr 20, 2016
Upgraded to Aa3 (sf)

Cl. A-II-3, Upgraded to Aaa (sf); previously on Apr 20, 2016
Upgraded to Aa3 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Apr 20, 2016 Upgraded
to Caa1 (sf)

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INABS
2006-B

Cl. 1A-1, Upgraded to Ba1 (sf); previously on Apr 20, 2016 Upgraded
to B1 (sf)

Cl. 1A-2, Upgraded to Ba1 (sf); previously on Apr 20, 2016 Upgraded
to B1 (sf)

Cl. 2A-3, Upgraded to B3 (sf); previously on Apr 20, 2016 Upgraded
to Caa3 (sf)

Cl. 2A-4, Upgraded to Caa1 (sf); previously on Sep 15, 2010
Downgraded to Ca (sf)

Issuer: Structured Asset Investment Loan Trust 2005-1

Cl. M2, Upgraded to A1 (sf); previously on Apr 11, 2016 Upgraded to
A3 (sf)

Cl. M3, Upgraded to Ba3 (sf); previously on Apr 11, 2016 Upgraded
to B3 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-11

Cl. A1, Upgraded to B1 (sf); previously on Jun 30, 2015 Upgraded to
Caa2 (sf)

Cl. A2, Upgraded to Aaa (sf); previously on Apr 11, 2016 Upgraded
to Baa1 (sf)

Cl. A3, Upgraded to Baa2 (sf); previously on Apr 11, 2016 Upgraded
to B1 (sf)

Cl. A7, Upgraded to Ba3 (sf); previously on Apr 11, 2016 Upgraded
to B3 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-2

Cl. M2, Upgraded to A2 (sf); previously on Jan 27, 2016 Upgraded to
Baa1 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-3

Cl. M2, Upgraded to Aa3 (sf); previously on Jan 29, 2016 Upgraded
to A1 (sf)

Cl. M3, Upgraded to Baa2 (sf); previously on Jan 29, 2016 Upgraded
to Ba1 (sf)

Cl. M4, Upgraded to Caa3 (sf); previously on Jan 29, 2016 Upgraded
to Ca (sf)

Issuer: Structured Asset Investment Loan Trust 2005-6

Cl. M1, Upgraded to Aaa (sf); previously on Jan 27, 2016 Upgraded
to Aa2 (sf)

Cl. M2, Upgraded to A1 (sf); previously on Jan 27, 2016 Upgraded to
A3 (sf)

Cl. M3, Upgraded to B1 (sf); previously on Jan 27, 2016 Upgraded to
B3 (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2005-10HE

Cl. M-3, Upgraded to Baa3 (sf); previously on Apr 11, 2016 Upgraded
to Ba1 (sf)

Cl. M-4, Upgraded to B2 (sf); previously on Jun 22, 2015 Upgraded
to Caa2 (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2005-4HE

Cl. M-2, Upgraded to Aaa (sf); previously on Jun 4, 2015 Upgraded
to A1 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on Apr 11, 2016 Upgraded
to B1 (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Jun 4, 2015 Reinstated
to C (sf)

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-2
Trust

Cl. A-4, Upgraded to Aa2 (sf); previously on Apr 11, 2016 Upgraded
to A3 (sf)

Cl. M-1, Upgraded to Baa3 (sf); previously on Jun 25, 2015 Upgraded
to B3 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on Apr 11, 2016 Upgraded
to Ca (sf)

RATINGS RATIONALE

The rating upgrades are primarily due to the total credit
enhancement available to the bonds. Additionally, the ratings
upgrades on Wells Fargo Home Equity Asset-Backed Securities 2006-2
Trust Classes A-4, M-1, and M-2 are also due to an improvement in
pool performance and pool expected losses.The actions reflect the
recent performance of the underlying pools and Moody's updated loss
expectation on these pools.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in January 2017.

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

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 4.7% in February 2017 from 4.9% in
February 2016. Moody's forecasts an unemployment central range of
4.5% to 5.5% for the 2017 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 2017. Lower increases
than Moody's expects or decreases could lead to negative rating
actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


[*] Moody's Hikes $206.9MM of Subprime RMBS Issued 2005
-------------------------------------------------------
Moody's Investors Service has upgraded the ratings of nine tranches
from three transactions issued by various issuers, and backed by
subprime mortgage loans.

Complete rating actions are:

Issuer: Encore Credit Receivables Trust 2005-4

Cl. M-5, Upgraded to Caa1 (sf); previously on Jun 22, 2015 Upgraded
to Ca (sf)

Issuer: First NLC Trust 2005-3

Cl. M-1, Upgraded to Ba1 (sf); previously on Jun 22, 2015 Upgraded
to Ba3 (sf)

Issuer: Structured Asset Securities Corp Trust 2005-WF4

Cl. M1, Upgraded to Aaa (sf); previously on Apr 11, 2016 Upgraded
to Aa2 (sf)

Cl. M2, Upgraded to Aa1 (sf); previously on Apr 11, 2016 Upgraded
to A1 (sf)

Cl. M3, Upgraded to Aa3 (sf); previously on Apr 11, 2016 Upgraded
to Baa1 (sf)

Cl. M4, Upgraded to A1 (sf); previously on Apr 11, 2016 Upgraded to
Baa2 (sf)

Cl. M5, Upgraded to Baa1 (sf); previously on Apr 11, 2016 Upgraded
to Ba2 (sf)

Cl. M6, Upgraded to Ba2 (sf); previously on Apr 11, 2016 Upgraded
to B3 (sf)

Cl. M7, Upgraded to B3 (sf); previously on Apr 11, 2016 Upgraded to
Ca (sf)

RATINGS RATIONALE

The rating upgrades are primarily due to the total credit
enhancement available to the bonds. The actions reflect the recent
performance of the underlying pools and Moody's updated loss
expectation on these pools.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in January 2017.

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

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 4.7% in February 2017 from 4.9% in
February 2016. Moody's forecasts an unemployment central range of
4.5% to 5.5% for the 2017 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 2017. Lower increases
than Moody's expects or decreases could lead to negative rating
actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


[*] Moody's Takes Action on $77.9MM Securities
----------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
and upgraded the ratings of 18 tranches in eleven transactions
issued between 1995 and 2002. The collateral backing these
transactions consists primarily of manufactured housing units.

Complete rating action follows:

Issuer: Green Tree Financial Corporation MH 1995-05

B-1, Upgraded to Aa1 (sf); previously on May 2, 2016 Upgraded to A2
(sf)

Issuer: Green Tree Financial Corporation MH 1995-06

B-1, Upgraded to A1 (sf); previously on May 2, 2016 Upgraded to
Baa1 (sf)

Issuer: Green Tree Financial Corporation MH 1995-07

B-1, Upgraded to A1 (sf); previously on May 2, 2016 Upgraded to
Baa1 (sf)

Issuer: Green Tree Financial Corporation MH 1995-08

B-1, Upgraded to Baa1 (sf); previously on May 2, 2016 Upgraded to
Ba1 (sf)

Issuer: Green Tree Financial Corporation MH 1995-09

B-1, Upgraded to A1 (sf); previously on May 2, 2016 Upgraded to
Baa1 (sf)

Issuer: Green Tree Financial Corporation MH 1996-01

B-1, Upgraded to Ba3 (sf); previously on May 2, 2016 Upgraded to B2
(sf)

Issuer: Oakwood Mortgage Investors, Inc., Series 1999-A

A-2, Upgraded to Aa1 (sf); previously on May 15, 2016 Upgraded to
A1 (sf)

A-3, Upgraded to Aa1 (sf); previously on May 15, 2016 Upgraded to
A1 (sf)

A-4, Upgraded to Aa1 (sf); previously on May 15, 2016 Upgraded to
A1 (sf)

A-5, Upgraded to Aa1 (sf); previously on May 15, 2016 Upgraded to
A1 (sf)

Issuer: OMI Trust 2001-B

Cl. A-2, Downgraded to B3 (sf); previously on Sep 16, 2014
Downgraded to B1 (sf)

Cl. A-3, Upgraded to Baa1 (sf); previously on May 15, 2016 Upgraded
to Baa2 (sf)

Cl. A-4, Upgraded to Baa1 (sf); previously on May 15, 2016 Upgraded
to Baa2 (sf)

Issuer: OMI Trust 2002-A

Cl. A-3, Upgraded to Ba2 (sf); previously on Aug 14, 2014 Upgraded
to B1 (sf)

Cl. A-4, Upgraded to Ba2 (sf); previously on Aug 14, 2014 Upgraded
to B1 (sf)

Issuer: OMI Trust 2002-B

Cl. A-3, Upgraded to Ba3 (sf); previously on May 15, 2016 Upgraded
to B1 (sf)

Cl. A-4, Upgraded to Ba3 (sf); previously on May 15, 2016 Upgraded
to B1 (sf)

Issuer: Origen Manufactured Housing Contract Senior/Subordinate
Asset-Backed Certificates, Series 2001-A

Cl. A-6, Upgraded to A2 (sf); previously on May 15, 2016 Upgraded
to A3 (sf)

Cl. A-7, Upgraded to A2 (sf); previously on May 15, 2016 Upgraded
to A3 (sf)

RATINGS RATIONALE

The actions are a result of the recent performance of manufactured
housing loans backed pools and reflect Moody's updated loss
expectations on the pools. The tranches upgraded are primarily due
to the build-up in credit enhancement. OMI Trust 2001-B A-2 note
downgrade reflects the expectation that this tranche is unlikely to
be paid in full prior to its final scheduled distribution date in
March 2018.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in January 2017.

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

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 4.7% in February 2017 from 4.9% in
February 2016. Moody's forecasts an unemployment central range of
4.5% to 5.5% for the 2017 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 2017. Lower increases than
Moody's expects or decreases could lead to negative rating actions.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


[*] S&P Completes Review on 116 Classes From 23 RMBS Deals
----------------------------------------------------------
S&P Global Ratings completed its review of 116 classes from 23 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 1998 and 2006.  The review yielded 14 upgrades, seven
downgrades, 93 affirmations, and two withdrawals.  The transactions
in this review are backed by a mix of fixed- and adjustable-rate
mixed collateral mortgage loans, which are secured primarily by
first liens on one- to four-family residential properties.

With respect to insured obligations, where S&P maintains a rating
on the bond insurer that is lower than what it would rate the class
without bond insurance, or where the bond insurer is not rated, S&P
relied solely on the underlying collateral's credit quality and the
transaction structure to derive the rating on the class.  The
rating on a bond-insured obligation will be the higher of the
rating on the bond insurer and the rating of the underlying
obligation, without considering the potential credit enhancement
from the bond insurance.

Of the classes reviewed, only one class is insured by an insurance
provider that is currently rated by S&P Global Ratings: Argent
Securities Inc. 2004-W9 class A-1 ('AA (sf)'), insured by Assured
Guaranty Municipal Corp. ('AA').

The reviewed transactions also have two other classes that were
insured by a rated insurance provider when the deal was originated,
but S&P Global Ratings has since withdrawn the rating on the
insurance provider of those classes.

The rating actions on interest-only (IO) classes reflect the
application of S&P's IO criteria, which provide that S&P will
maintain the current ratings on an IO class until all of the
classes that the IO security references are either lowered to below
'AA- (sf)' or have been retired--at which time S&P will withdraw
the ratings on these IO classes.  The ratings on each of these
classes have been affected by recent rating actions on the
reference classes upon which their notional balances are based.
Specifically, S&P will maintain active surveillance of these IO
classes using the methodology applied before the release of these
criteria.

                            ANALYSIS

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

                             UPGRADES

S&P's projected credit support for the affected classes is
sufficient to cover its projected losses for these rating levels.
The upgrades reflect one or more of these:

   -- Improved collateral performance/total delinquency trends;
      and/or

   -- Increased credit support relative to our projected losses.

Of the 10 upgrades that were raised three or more notches, all were
due to increased credit support and the classes' ability to
withstand a higher level of projected losses than previously
anticipated:

   -- Credit support for class M-2 from Ace Securities Corp. Home
      Equity Loan Trust Series 2005-HE5 increased to 83.6% in
      March 2017 from 68% in November 2014;

   -- Credit support for classes AV-3, AF-4, and M-1 from C-BASS
      Mortgage Loan Asset-Backed Certificates Series 2005-CB5
      increased to 91.4%, 64.6%, and 37.3% in March 2017 from 78%,

      50%, and 30.2% in November 2014;

   -- Credit support for class A-5 from IMC Home Equity Loan
      Trust 1998-1 increased to 42.7% in March 2017 from 36% in
      November 2014;

   -- Credit support for classes I-APT, I-A1C, and I-A1D from
      Opteum Mortgage Acceptance Corp. Series 2005-4 increased to
      32.6% in March 2017 from 21.6% in August 2014; and

   -- Credit support for classes I-A2 and II-A1 from Opteum
      Mortgage Acceptance Corp. Series 2005-4 increased to 27.4%
      and 35.6% in March 2017 from 15.4% and 21.3% in August 2014.
S&P raised its ratings on classes MV-1 from CIT Home Equity Loan
Trust 2002-1, 1-A-3 and 4-A-1 from MASTR Alternative Loan Trust
2005-3, and M-3 from Ace Securities Corp.  Home Equity Loan Trust
Series 2005-HE5 from 'CCC (sf)' because we believe these classes
are no longer vulnerable to default.

                            DOWNGRADES

S&P lowered its ratings on two classes to speculative-grade ('BB+'
or lower) from investment-grade ('BBB-' or higher), while the
remaining five downgraded classes already had speculative-grade
ratings.  The downgrades reflect S&P's belief that its projected
credit support for the affected classes will be insufficient to
cover our projected losses for the related transactions at higher
ratings.  The downgrades reflect one or more of these:

   -- Deteriorated credit performance trends;
   -- Observed interest shortfalls; and/or
   -- Principal writedowns

The downgrades include two ratings that were lowered three or more
notches.  Of these, both were based on the application of S&P's
interest shortfall criteria.

S&P lowered one rating to 'D (sf)' because of principal writedowns
incurred by this class.

Interest Shortfalls

The downgrades on classes M-1 and M-4 from Ace Securities Corp.
Home Equity Loan Trust Series 2004-HE3 and M-1 from Citigroup
Mortgage Loan Trust Series 2005-CB4 were based on S&P's assessment
of interest shortfalls to the affected classes during recent
remittance periods.  The lowered ratings were derived by applying
S&P's interest shortfall criteria, which designate a maximum
potential rating to these classes.

In instances where the class received additional compensation for
outstanding interest shortfalls, S&P used its cash flow projections
in determining the likelihood that the shortfall would be
reimbursed under various scenarios.  S&P lowered its ratings on
class M-1 from Ace Securities Corp. Home Equity Loan Trust Series
2004-HE3 and class M-1 from Citigroup Mortgage Loan Trust Series
2005-CB4 to reflect the application of S&P's criteria based on
those projections.

                            AFFIRMATIONS

The affirmations of ratings in the 'AAA' through 'B' rating
categories reflect S&P's opinion that its projected credit support
on these classes remained relatively consistent with its prior
projections and is sufficient to cover S&P's projected losses for
those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed its ratings on
those classes to account for this uncertainty and promote ratings
stability.  In general, these classes have one or more of these
characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Principal-only criteria;
   -- IO criteria; and/or
  -- Imputed promises criteria.

In addition, some of the transactions have failed their delinquency
triggers, resulting in reduced--or a complete stop
of--unscheduled principal payments to their subordinate classes.
However, these transactions allow for unscheduled principal
payments to resume to the subordinate classes if the delinquency
triggers begin passing again.  This would result in eroding the
credit support available for the more-senior classes.  Therefore,
S&P affirmed its ratings on certain classes in these transactions
even though these classes may have passed at higher rating
scenarios.

The ratings affirmed at 'CCC (sf)' or 'CC (sf)' reflect S&P's
belief that its projected credit support will remain insufficient
to cover its 'B' expected case projected losses for these classes.
PEr "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC'
Ratings," published Oct. 1, 2012, the 'CCC (sf)' affirmations
reflect S&P's view that these classes are still vulnerable to
defaulting, and the 'CC (sf)' affirmations reflect S&P's view that
these classes remain virtually certain to default.

                           WITHDRAWALS

S&P withdrew its ratings on classes II-3A-1 and II-4A-1 from
Structured Asset Mortgage Investments II Trust 2006-AR3 because the
related pool has a small number of loans remaining.  Once a pool
has declined to a de minimis amount, S&P believes there is a high
degree of credit instability that is incompatible with any rating
level.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.6% in 2017;
   -- Real GDP growth of 2.4% in 2017;
   -- An inflation rate of 2.2% in 2017;
   -- The 30-year fixed mortgage rate will average about 4.1% in
      2017; and
   -- Home price appreciation of about 5% in 2017.

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

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

   -- The unemployment rate will rise to 5.0% in 2017;
   -- Downward pressure causes GDP growth to fall to 1.4% in 2017;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate falls to 3.6% in 2017,

      limited access to credit and pressure on home prices will
      largely prevent consumers from capitalizing on these rates.

A list of the Affected Ratings is available at:

                       http://bit.ly/2oxelrU


[*] S&P Completes Review on 172 Ratings From 19 RMBS Deals
----------------------------------------------------------
S&P Global Ratings completed its review of 172 ratings from 19 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2005.  The review yielded 13 upgrades, 29
downgrades, 123 affirmations, six withdrawals, and one
discontinuance.

The transactions in this review are backed by a mix of fixed- and
adjustable-rate prime mortgage loans, which are secured primarily
by first liens on one- to four-family residential properties.

With respect to insured obligations, where S&P maintains a rating
on the bond insurer that is lower than what it would rate the class
without bond insurance, or where the bond insurer is not rated, S&P
relied solely on the underlying collateral's credit quality and the
transaction structure to derive the rating on the class.  The
rating on a bond-insured obligation will be the higher of the
rating on the bond insurer and the rating of the underlying
obligation, without considering the potential credit enhancement
from the bond insurance.

Of the classes reviewed, this is insured by an insurance provider
that is currently rated by S&P Global Ratings:

   -- Washington Mutual MSC Mortgage Pass-Through Certificates
      Series 2003-MS8 Trust's class I-A-6 ('B+ (sf)'), insured by
      MBIA Insurance Corp. ('CCC').

The rating actions on interest-only (IO) classes reflect the
application of S&P's IO criteria, which provide that S&P will
maintain the current ratings on an IO class until all of the
classes that the IO security references are either lowered to below
'AA- (sf)' or have been retired--at which time S&P will withdraw
these IO ratings.  The ratings on each of these classes have been
affected by recent rating actions on the reference classes upon
which their notional balances are based. Specifically, S&P will
maintain active surveillance of these IO classes using the
methodology applied before the release of these criteria.

                            ANALYSIS

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

                             UPGRADES

The upgrades reflect either improved collateral performance and
delinquency trends or increased credit support relative to S&P's
projected losses.  S&P's projected credit support for the affected
classes is sufficient to cover its projected losses for these
rating levels.

The upgrades include five ratings that were raised three or more
notches.  Of these, two were due to the improvement of the
underlying collateral performance during the most recent
performance periods compared to previous review dates, and three
were due to an increase in credit support and the classes' ability
to withstand a higher level of projected losses than previously
anticipated.

The upgrades on classes A-1 and A-2 from Sequoia Mortgage Trust
2003-8 to 'AA+ (sf)' from 'A+ (sf)' reflect a decrease in S&P's
projected losses and our belief that its projected credit support
for these classes will be sufficient to cover its revised projected
losses at this rating level.  S&P has decreased its projected
losses because there have been fewer reported delinquencies during
the most recent performance periods compared to those reported
during the previous review dates.  Total delinquencies decreased to
6.69% in February 2017 from 10.41% in August 2014, and severe
delinquencies decreased to 4.67% in February 2017 from 7.14% in
August 2014.

The upgrades on classes 2-A-1 and 3-A-1 from CHL Mortgage
Pass-Through Trust 2003-60 to 'BBB+ (sf)' from 'BB+ (sf)' reflect
an increase in credit support and the classes' ability to withstand
a higher level of projected losses than previously anticipated.
Credit support for these classes increased to 24.36% in February
2017 from 18.58% in August 2014.

S&P also raised its ratings on GMACM Mortgage Loan Trust 2005-AR3's
class 2-A-1 to 'BB (sf)' from 'B+ (sf)', class 3-A-4 to 'B+ (sf)'
from 'B- (sf)', class 4-A-5 to 'B+ (sf)' from 'CCC (sf)', and
classes 1-A, 2-A-2, 3-A-1, 3-A-2, 4-A-1, and 5-A-2 to 'B (sf)' from
'CCC (sf)'.  These upgrades reflect an increase in credit support
and the classes' ability to withstand a higher level of projected
losses than previously anticipated.  S&P now believes that classes
1-A, 2-A-2, 3-A-1, 3-A-2, 4-A-1, and 5-A-2 are no longer vulnerable
to default.  Credit support for class 2-A-1 increased to 13.92% in
February 2017 from 10.56% in June 2014; for class 3-A-4 it
increased to 13.46% in February 2017 from 10.20% in June 2014; for
class 4-A-5 it increased to 10.58% in February 2017 from 7.38% in
June 2014; and for classes 1-A, 2-A-2, 3-A-1, 3-A-2, 4-A-1, and
5-A-2 it increased to 9.22% in February 2017 from 5.87% in June
2014.

                           DOWNGRADES

S&P lowered its ratings on six classes to speculative grade ('BB+'
or lower) from investment grade ('BBB-' or higher).  Another 21 of
the lowered ratings remained at an investment-grade level, while
the remaining two downgraded classes already had speculative-grade
ratings.  The downgrades reflect S&P's belief that its projected
credit support for the affected classes will be insufficient to
cover its projected losses for the related transactions at a higher
rating.  The downgrades reflect one or more of these:

   -- Deteriorated credit performance trends;
   -- Tail risk;
   -- Reduced interest payments over time due to loan
      modifications or other credit-related events; and/or
   -- Principal-only (PO) criteria.

The downgrades include 20 ratings that were lowered three or more
notches.  Of these, six reflect the increase in S&P's projected
losses due to increased delinquencies, three are based on the
application of our PO criteria, 10 are based on the application of
S&P's tail risk criteria, and one is based on the application of
its loan modification criteria.

The downgrades on MASTR Asset Securitization Trust 2003-10's
classes 3-A-1 and 3-A-7 to 'A (sf)' from 'AA (sf)', class 3-A-6 to
'A (sf)' from 'A+ (sf)', and class 5-A-1 to 'A- (sf)' from 'A+
(sf)' and on Wells Fargo Mortgage Backed Securities 2004-I Trust's
class B-1 to 'BB- (sf)' from 'BBB (sf)' reflect the increase in our
projected losses and S&P's belief that the projected credit support
for these classes will be insufficient to cover the projected
losses S&P applied at the previous rating levels.  The increase in
S&P's projected losses is due to higher reported delinquencies
during the most recent performance periods when compared to those
reported during the previous review dates.  Total delinquencies for
MASTR Asset Securitization Trust 2003-10 increased to 7.13% in
February 2017 from 5.27% in September 2014, and severe
delinquencies increased to 7.13% in February 2017 from 4.29% in
September 2014.  Total delinquencies for Wells Fargo Mortgage
Backed Securities 2004-I Trust increased to 5.15% in February 2017
from 2.43% in August 2016, and severe delinquencies increased to
2.74% in February 2017 from 2.43% in August 2016.

The downgrades on classes I-A-6, I-A-9, and I-A-11 from Washington
Mutual MSC Mortgage Pass-Through Certificates Series 2003-MS8 Trust
to 'B+ (sf)' from 'BBB+ (sf)' reflect the increase in S&P's
projected losses and its belief that the projected credit support
for these classes will be insufficient to cover the projected
losses S&P applied at the previous rating levels.  One
large-balance loan that was in foreclosure was modified in April
2016. The modification consisted of a rate reduction along with a
balance capitalization, which increased the loan balance to
$443,717 from $354,560.  This amount represented approximately 4.4%
of the total collateral balance as of May 2016.  The loan
redefaulted and went into foreclosure status six months after being
modified, which increased the transaction's severe delinquencies to
9.74% in February 2017 from 3.32% in May 2016.  As a result, S&P
increased its projected losses for this deal.

S&P also lowered its ratings on the following PO strip classes:
Washington Mutual MSC Mortgage Pass-Through Certificates Series
2003-MS8 Trust's classes I-P and II-P to 'B+ (sf)' from 'BBB+
(sf)'; Wamu Mortgage Pass-Through Certificates Series 2003-S6
Trust's class II-P to 'BBB+ (sf)' from 'AA+ (sf)'; and MASTR Asset
Securitization Trust 2003-10's classes 15-PO and 30-PO to
'A- (sf)' from 'A+ (sf)'.  PO strip classes receive principal
primarily from discount loans within the related transaction.  The
credit risk of this type of class, in S&P's view, is typically
commensurate with the credit risk of the lowest-rated senior class
in the transaction structure.

Loan Modifications And Imputed Promises

S&P lowered its rating on class C-B-1 from Washington Mutual MSC
Mortgage Pass-Through Certificates Series 2003-MS2 Trust to
'BBB- (sf)' from 'A- (sf)'.  This downgrade reflects the
application of S&P's imputed promises criteria, which resulted in a
maximum potential rating (MPR) lower than the previous rating on
the class.

When a class of securities supported by a particular collateral
pool is paid interest through a weighted average coupon (WAC) and
the interest owed to that class is reduced because of loan
modifications, S&P imputes an amount of interest owed to that class
of securities by applying S&P's criteria "Methodology For
Incorporating Loan Modifications And Extraordinary Expenses Into
U.S. RMBS Ratings," published April 17, 2015, and "Principles For
Rating Debt Issues Based On Imputed Promises," published Dec. 19,
2014.  Based on S&P's criteria, it applies an MPR to those classes
of securities that are affected by reduced interest payments over
time due to loan modifications.  If S&P applies an MPR cap to a
particular class, the resulting rating may be lower than if S&P had
solely considered that class' paid interest based on the applicable
WAC.

Tail Risk

Wamu Mortgage Pass-Through Certificates Series 2003-S6 Trust and
Wells Fargo Mortgage Backed Securities 2004-C Trust are backed by a
small remaining pool of mortgage loans.  S&P believes that pools
with less than 100 loans remaining create an increased risk of
credit instability, because a liquidation and subsequent loss on
one loan, or a small number of loans, at the tail end of a
transaction's life may have a disproportionate impact on a given
RMBS tranche's remaining credit support.  S&P refers to this as
"tail risk."

S&P addressed the tail risk on the classes in these transactions by
conducting a loan-level analysis that assesses this risk, as set
forth in S&P's tail risk criteria.  S&P lowered its ratings on Wamu
Mortgage Pass-Through Certificates Series 2003-S6 Trust's classes
I-A, II-A-1, II-A-2, II-A-3, II-A-4, II-A-6, II-A-8, II-A-10, and
II-A-11 to 'BBB+ (sf)' from 'AA+ (sf)' and Wells Fargo Mortgage
Backed Securities 2004-C Trust's class A-1 to 'BBB+ (sf)' from 'A+
(sf)', to reflect the application of S&P's tail risk criteria.

                              AFFIRMATIONS

The affirmations of ratings in the 'AAA' through 'B' rating
categories reflect S&P's opinion that its projected credit support
on these classes remained relatively consistent with its prior
projections and is sufficient to cover its projected losses for
those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed its ratings on
those classes to account for this uncertainty and promote ratings
stability.  In general, these classes have one or more of the
following characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls; and
   -- Low priority in principal payments.

In addition, some of the transactions have failed their delinquency
triggers, resulting in reduced--or a complete stop
of--unscheduled principal payments to their subordinate classes.
However, these transactions allow for unscheduled principal
payments to resume to the subordinate classes if the delinquency
triggers begin passing again.  This would result in eroding the
credit support available for the more senior classes.  Therefore,
S&P affirmed its ratings on certain classes in these transactions
even though these classes may have passed at higher rating
scenarios.

The ratings affirmed at 'CCC (sf)' or 'CC (sf)' reflect S&P's
belief that its projected credit support will remain insufficient
to cover its 'B' expected case projected losses for these classes.
Pursuant to "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC'
Ratings," Oct. 1, 2012, the 'CCC (sf)' affirmations reflect S&P's
view that these classes are still vulnerable to defaulting, and the
'CC (sf)' affirmations reflect S&P's view that these classes remain
virtually certain to default.

                             WITHDRAWALS

S&P withdrew its ratings on classes II-A-5, II-A-7, II-A-9, I-X,
and II-X from Wamu Mortgage Pass-Through Certificates Series
2003-S6 Trust and on class 30-A-X from MASTR Asset Securitization
Trust 2003-10 according to S&P's IO criteria, which state that S&P
will maintain the rating on an IO class until the ratings on all of
the classes that the IO security references, in the determination
of its notional balance, are either lowered below 'AA-' or have
been retired.  Specifically, S&P will maintain active surveillance
of these IO classes using the methodology applied before the
release of these criteria.  The ratings on the referenced classes
were lowered below 'AA- (sf)' in this review.

                         DISCONTINUANCES

S&P discontinued its rating on class A-2 from Citigroup Mortgage
Loan Trust Series 2003-UST1.  This class was paid in full during
the February 2017 remittance period.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.6% in 2017;
   -- Real GDP growth of 2.4% in 2017;
   -- An inflation rate of 2.2% in 2017;
   -- The 30-year fixed mortgage rate will average about 4.1% in
      2017; and
   -- Home price appreciation (HPA) of about 5% in 2017.

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

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

   -- The unemployment rate will rise to 5.0% in 2017;
   -- Downward pressure causes GDP growth to fall to 1.4% in 2017;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate falls to 3.6% in 2017,

      limited access to credit and pressure on home prices will
      largely prevent consumers from capitalizing on these rates.

A list of the Affected Ratings is available at:

                       http://bit.ly/2oduAKX


[*] S&P Hikes Ratings on 8 Classes From 5 JC Penney Transactions
----------------------------------------------------------------
S&P Global Ratings raised its ratings on eight classes from five
transactions linked to J.C. Penney Co. Inc. debentures to 'B' from
'B-'.

S&P's ratings on all eight classes of certificates are dependent on
its rating on the underlying security, J.C. Penney Co. Inc.'s
7.625% debentures due March 1, 2097 ('B').

The rating actions reflect the March 13, 2017, raising of S&P's
rating on the underlying security to 'B' from 'B-'.  S&P may take
additional rating actions on these transactions due to subsequent
changes in its rating assigned to the underlying security.

RATINGS RAISED

CABCO Trust For JC Penney Debentures
Series 1999-1
US$52.65 million series trust certificates due 03/01/2097
                         Rating
Class            To                     From
Certificates     B                      B-

CorTS Trust For J.C. Penney Debentures
US$100 million corporate-backed trust securities (CorTS)
certificates
Class            To                     From
Certificates     B                      B-

Corporate-Backed Callable Trust Certificates J. C. Penney
Debenture-Backed
Series 2006-1 US$27.5 million

Class             To                    From
A-1               B                     B-
A-2               B                     B-

Corporate-Backed Callable Trust Certificates J.C. Penney
Debenture-Backed Series 2007-1 Trust
US$55 million corporate-backed callable trust certificates J.C.
Penney debentures-backed series 2007-1

Class             To                   From
A-1               B                    B-
A-2               B                    B-

Structured Asset Trust Unit Repackaging (SATURNS) J.C. Penney Co.
US$54.5 million units series 2007-1

Class             To                   From
A                 B                    B-
B                 B                    B-


[*] S&P Puts Ratings on 78 Tranches From 23 CLO Deals  on Watch Pos
-------------------------------------------------------------------
S&P Global Ratings placed its ratings on 78 tranches from 23 U.S.
collateralized loan obligation (CLO) transactions on CreditWatch
with positive implications and five tranches from five U.S. CLO
transactions on CreditWatch with negative implications.  The
CreditWatch placements follow S&P's recent review of U.S. cash flow
collateralized debt obligation (CDO) transactions.

The CreditWatch positive placements reflect enhanced
overcollateralization (O/C) due to paydowns to the CLO
transactions' senior tranches.  All of these transactions have
exited their reinvestment periods and are deleveraging.

The CreditWatch negative placements reflect S&P's belief that
credit support available to these notes may no longer be
commensurate with their current ratings.  The affected tranches are
subordinate within their respective capital structures and,
therefore, are more vulnerable to distressed market conditions and
losses from the underlying collateral.

Since February 2016, the amount of 'CCC' rated assets and below in
reinvesting CLO portfolios has increased about 1.67% on average,
while the par balances have declined by about 0.34%.  During that
time, the nominal spread of the underlying loans has steadily
declined, while the LIBOR rate has exceeded 1%, thereby reducing
the excess spread available to support the notes in times of
stress.  The subordinate CLO notes (rated 'BB (sf)' and 'B (sf)')
rely on excess spread more and are the first notes to experience
stress when portfolio spreads tighten.

Similar to the reinvesting portfolios, amortizing CLO portfolios
are also experiencing credit deterioration, which can result in
subordinate coverage test declines for some transactions,
especially if their 'CCC' buckets have breached their triggers.
Despite the increase in senior coverage tests from senior note
paydowns, some subordinate notes from amortizing CLOs are
experiencing concentration issues as the stronger portfolio credits
prepay to amortize the senior CLO notes.  This leaves the
subordinate notes exposed to the weaker portfolio credits that
remain.

The subordinated notes whose ratings S&P has placed on CreditWatch
negative have experienced stress in their respective underlying
portfolio regardless of their current reinvestment status.

   -- Cavalry CLO IV Ltd.: The class E O/C ratio was 104.78% as of

      the March 2017 monthly report compared with 106.29% in March

      2016;

   -- Lime Street CLO Ltd.: The class E O/C ratio was 102.49% as
      of the March 2017 monthly report compared with 104.53% in
      March 2016;

   -- Westchester CLO Ltd.: The class E O/C ratio was 102.35% as
      of the February 2017 monthly report compared with 103.00% in

      February 2016;

   -- Brentwood CLO Ltd.: The class D O/C ratio was 103.73% as of
      the February 2017 monthly report compared with 103.80% in
      February 2016; and

   -- Grayson CLO Ltd.: The class D O/C ratio was 102.67% as of
      the February 2017 monthly report compared with 102.56% in
      February 2016.

S&P expects to resolve the CreditWatch negative placements within
90 days after S&P completes a cash flow analysis and committee
review for each of the affected transactions.  S&P will continue to
monitor these transactions, and it will take rating actions,
including CreditWatch placements, as S&P deems appropriate.

A list of the Affected Ratings is available at:

                      http://bit.ly/2oEICS3


* S&P Takes Various Rating Actions on 8 RMBS Transactions
---------------------------------------------------------
Various Rating Actions Taken On Eight U.S. RMBS Transactions
• 30-Mar-2017 14:30 EDT
NEW YORK (S&P Global Ratings) March 30, 2017

S&P Global Ratings completed its review of 70 classes from eight
U.S. residential mortgage-backed securities (RMBS) transactions
issued between 2002 and 2007.  The review yielded one upgrade, 10
downgrades, 51 affirmations, six withdrawals, and two
discontinuances.

For insured obligations, the rating on a bond-insured class will be
the higher of the rating on the bond insurer and the rating of the
underlying obligation, without considering the potential credit
enhancement from the bond insurance.

Of the classes reviewed, Morgan Stanley Mortgage Loan Trust
2004-1's class 2-A-4 ('AA (sf)') and Credit Suisse First Boston
Mortgage Securities Corp. 2005-7's class 1-A-5 ('AA (sf)') are
insured by Assured Guaranty Municipal Corp., which is currently
rated 'AA' by S&P Global Ratings.

                             ANALYSIS

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

                             UPGRADE

S&P's projected credit support for the affected class is sufficient
to cover its projected loss for the rating level.  The upgrade of
more than three notches reflects the expected shorter duration of
the bond.  S&P anticipates the class to be paid down within the
next 12 months.

                            DOWNGRADES

S&P lowered its ratings on three classes, which remained at an
investment-grade level ('BBB-' or higher), while the remaining
seven downgraded classes already had speculative-grade ratings
('BB-' or lower).  The downgrades reflect S&P's belief that its
projected credit support for the affected classes will be
insufficient to cover its projected losses for the related
transactions at a higher rating.  The downgrades reflect one or
more of these:

   -- Deteriorated credit performance trends;
   -- Tail risk;
   -- Reduced interest payments over time due to loan
      modifications or other credit-related events;
   -- Principal-only (PO) criteria; and/or
   -- Principal-writedowns

S&P lowered one rating to 'D (sf)' because of principal write-downs
incurred by the class.

The downgrade on class 1-A-1 from Morgan Stanley Mortgage Loan
Trust 2004-1 reflects the increase in S&P's projected losses and
its belief that the projected credit support for this class will be
insufficient to cover the projected loss S&P applied at the
previous rating level.  The increase in S&P's projected losses is
due to higher reported delinquencies during the most recent
performance period when compared to those reported during the
previous review date.  Total delinquencies increased to 24.73% in
February 2017 from 4.75% in September 2016.

Loan Modifications And Imputed Promises

S&P lowered its ratings on classes 6-A-2 and 6-A-5 from JPMorgan
Mortgage Trust 2005-A3 to 'AA- (sf)' from 'AA+ (sf)'.  These
downgrades reflect the application of S&P's imputed promises
criteria, which resulted in a maximum potential rating (MPR) lower
than the previous rating on each class.

When a class of securities supported by a particular collateral
pool is paid interest through a weighted average coupon (WAC) and
the interest owed to that class is reduced because of loan
modifications, S&P imputes an amount of interest owed to that class
of securities by applying "Methodology For Incorporating Loan
Modifications And Extraordinary Expenses Into U.S. RMBS Ratings,"
published April 17, 2015, and "Principles For Rating Debt Issues
Based On Imputed Promises," published Dec. 19, 2014. Based on S&P's
criteria, it applies an MPR to those classes of securities that are
affected by reduced interest payments over time due to loan
modifications.  If S&P applies an MPR cap to a particular class,
the resulting rating may be lower than if it had solely considered
that class' paid interest based on the applicable WAC.

Tail Risk

MRFC Mortgage Pass-Through Trust's series 2002-TBC2 and RFMSI
Series 2003-S6 Trust are backed by small remaining pools of
mortgage loans.  S&P believes that pools with less than 100 loans
remaining create an increased risk of credit instability, because a
liquidation and subsequent loss on one loan, or a small number of
loans, at the tail end of a transaction's life may have a
disproportionate impact on a given RMBS tranche's remaining credit
support.  S&P refers to this as "tail risk."

S&P addressed the tail risk on the classes from these transactions
by conducting a loan-level analysis that assesses this risk, as set
forth in S&P's tail risk criteria.  S&P lowered its ratings to 'B-
(sf)' from 'B+ (sf)' on class B-1 from MRFC Mortgage Pass-Through
Trust's series 2002-TBC2 and on classes A-8, A-9, and A-P from
RFMSI Series 2003-S6 Trust to reflect the application of S&P's tail
risk criteria.

                           AFFIRMATIONS

The affirmations of ratings in the 'AAA' through 'B' rating
categories reflect S&P's opinion that its projected credit support
on these classes remained relatively consistent with S&P's prior
projections and is sufficient to cover its projected losses for
those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed its ratings on
those classes to account for this uncertainty and promote ratings
stability.  In general, these classes have one or more of these
characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; and/or
   -- Significant growth in observed loss severities.

In addition, some of the transactions have failed their delinquency
triggers, resulting in reduced--or a complete stop
of--unscheduled principal payments to their subordinate classes.
However, these transactions allow for unscheduled principal
payments to resume to the subordinate classes if the delinquency
triggers begin passing again.  This would result in eroding the
credit support available for the more senior classes.  Therefore,
S&P affirmed its ratings on certain classes in these transactions
even though these classes may have passed at higher rating
scenarios.

The ratings affirmed at 'CCC (sf)' or 'CC (sf)' reflect S&P's
belief that its projected credit support will remain insufficient
to cover its 'B' expected case projected losses for these classes.


                           WITHDRAWALS

S&P withdrew its ratings on classes 1-A-1, 2-A-1, 3-A-1, M, B-1,
and B-2 from CHL Mortgage Pass-Through Trust 2003-HYB1 because the
related pool has a small number of loans remaining.  Once a pool
has declined to a de minimis amount, S&P believes there is a high
degree of credit instability that is incompatible with any rating
level.

                          DISCONTINUANCES

S&P discontinued its ratings on classes 1-A-7 and 1-A-8 from Credit
Suisse First Boston Mortgage Securities Corp. 2005-7 because they
were paid in full during the March remittance period.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.6% in 2017;
   -- Real GDP growth of 2.4% in 2017;
   -- An inflation rate of 2.2% in 2017;
   -- The 30-year fixed mortgage rate will average about 4.1% in
      2017; and
   -- Home price appreciation (HPA) of about 5% in 2017.

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

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

   -- The unemployment rate will rise to 5.0% in 2017;
   -- Downward pressure causes GDP growth to fall to 1.4% in 2017;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate falls to 3.6% in 2017,

      limited access to credit and pressure on home prices will
      largely prevent consumers from capitalizing on these rates.

A list of the Affected Ratings is available at:

                       http://bit.ly/2oEV5Fj


                            *********

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

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