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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, July 6, 2014, Vol. 18, No. 186

                            Headlines

ABSPOKE 2005-1A: Fitch Cuts & Withdraws Rating on Floating Notes
ACA CLO 2006-2: S&P Raises Rating on Class D Notes From BB-
ACAS CLO 2007-1: Fitch Affirms Bsf Rating on Class D Notes
ALESCO PREFERRED XIII: Moody's Hikes Rating on Class B Notes to B3
AMMC CLO XIV: Moody's Assigns '(P)Ba3' Rating on Class B-2L Notes

AVENUE CLO: Moody's Hikes Rating on Cl. B-2L Notes to Caa1
BANC OF AMERICA 2008-1: Moody's Cuts Rating on Cl. H Certs to 'C'
BEAR STEARNS 2005-TOP20: Fitch Affirms B Rating on Class E Notes
BRIDGEPORT CLO: Moody's Affirms Ba3 Rating on $17MM Cl. D Notes
BUSINESS LOAN 2001-2: Fitch Affirms CC Rating on Class A Notes

CIFC FUNDING 2006-I: Moody's Hikes Rating on Cl. B-2L Notes to Ba1
CITIGROUP 2014-J1: DBRS Finalizes $2.3-Mil. Certificates at 'BB'
COMM 2012-CCRE2: Moody's Affirms 'B2' Rating on Class G Notes
COMM 2014-CCRE18: DBRS Finalizes (P)BB Rating on Class E Certs
CPS AUTO 2014-B: DBRS Assigns 'BB' Rating on Class D Securities

CREDIT SUISSE 1999-C1: Fitch Affirms Dsf Rating on Class H Certs
CREDIT SUISSE 2006-TFL2: Fitch Affirms CCC Rating on KER-F Notes
FLAGSHIP CLO V: S&P Raises Rating on Class E Notes to 'CCC+'
GE COMMERCIAL 2003-C1: S&P Lowers Rating on Class K Notes to B-
GENERAL ELECTRIC 2003-1: Fitch Affirms B-sf Rating on Cl. F Certs

GOLDEN KNIGHT II: Moody's Affirms Ba3 Rating on $13MM Cl. E Notes
HAMPTON ROADS: Moody's Affirms 'B1' Rating on 3 Bond Classes
HELLER SBA 1998-1: Fitch Cuts Rating on Class M-1 Notes to 'BB+sf'
HIGHBRIDGE LOAN: S&P Assigns Prelim. BB Rating on Class D Notes
JFIN REVOLVER: S&P Affirms 'BB' Rating on Class E Notes

JP MORGAN 2003-CIBC6: Fitch Affirms CCsf Rating on Cl. L Certs
JP MORGAN 2006-LDP8: S&P Affirms B Rating on 2 Note Classes
JP MORGAN 2014-C21: Fitch to Rate Class E Notes 'BBsf'
JP MORGAN 2014-2: Fitch to Rate Class B-4 Certificates 'BBsf'
LB-UBS COMMERCIAL 2004-C6: Fitch Affirms BB Rating on Cl. F Certs

LIBERTY CLO: S&P Lowers Rating on Class C Notes to 'B-'
MIDOCEAN CREDIT: S&P Assigns Prelim. BB Rating on Class E Notes
MOMENTUM CAPITAL: S&P Affirms 'B+' Rating on Class E Notes
MORGAN STANLEY 2011-C3: Moody's Affirms B2 Rating on Cl. G Certs
NATIONAL COLLEGIATE: Moody's Takes Actions on 27 Note Classes

NATIONAL COLLEGIATE 2006-1: S&P Cuts Rating on Class B Notes to D
NEUBERGER BERMAN XVI: S&P Affirms BB- Rating on Class E Notes
PEGASUS 2006-1: Moody's Affirms 'Ba1' Rating on Class A1 Notes
PEGASUS 2007-1: Moody's Affirms 'B2' Rating on Class A1 Notes
PHOENIX CLO I: Moody's Affirms Ba3 Rating on $15.5MM Class D Notes

SAN GABRIEL CLO I: S&P Affirms 'BB' Rating on Class B-2L Notes
SANDELMAN REALTY: Fitch Affirms 'CCCsf' Rating on Class E Notes
SHASTA CLO I: S&P Affirms 'BB' Rating on Class B-2L Notes
STONE TOWER CDO: Moody's Hikes $21MM Cl. A-2l Notes' Rating to B2
TALMAGE STRUCTURED 2006-3: Fitch Affirms CCC Rating on Cl. E Notes

TALMAGE STRUCTURED 2006-4: Fitch Hikes Class B Notes Rating to BB
TIMBERSTAR TRUST: S&P Puts Class F Notes' BB Rating on Watch Neg.
WELLS FARGO 2012-C8: Fitch Affirms 'Bsf' Rating on Class G Notes
WELLS FARGO 2013-LC12: Fitch Affirms BB Rating on Class E Notes
WHITEHORSE III: S&P Raises Rating on Class B-2L Notes From BB+

* Fitch Takes Various Rating Actions on 33 CRE CDOs
* Moody's Takes Action on $408MM Option ARM RMBS Issued 2005-2006
* Moody's Raises Ratings on $297MM RMBS Issued by Various Trusts
* Moody's Takes Action on $5.4MM FHA/VA RMBS by Various Trusts

* S&P Takes Rating Actions on 9 U.S. CDO Transactions After Review
* S&P Withdraws 60 Ratings from 39 RMBS Transactions


                             *********

ABSPOKE 2005-1A: Fitch Cuts & Withdraws Rating on Floating Notes
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on one class
issued by ABSpoke Series 2005-1A Ltd.:

   -- $0 class ABSpoke 2005-1A floating rate notes downgraded to
      'Dsf' from 'Csf' and withdrawn.

KEY RATING DRIVERS

The rating action follows the exercise of the Optional Termination
on June 5, 2014.  As a result of the termination, approximately
$17.3 million in principal proceeds were distributed to the
ABSpoke 2005-1A floating rate notes.  Fitch does not consider this
final distribution to be a full repayment of the class' initial
rated balance as prior to the exercise of the Optional
Termination, the notes were experiencing writedowns.

ABSpoke Series 2005-1A was a partially funded, synthetic
collateralized debt obligation (CDO), which closed in April 2005.
The transaction allowed investors to achieve leveraged exposure to
a diversified portfolio of asset-backed securities.


ACA CLO 2006-2: S&P Raises Rating on Class D Notes From BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from ACA CLO 2006-2 Ltd., a collateralized loan
obligation (CLO) transaction.  At the same time, S&P removed the
ratings from CreditWatch, where it had placed them with positive
implications on April 9, 2014.  Additionally, S&P affirmed its
ratings on the class A-1 and A-2 notes from the same transaction.

The transaction's reinvestment period ended in January 2013 and
all principal proceeds are used to pay down the notes.  The
upgrades are primarily due to delevering in the transaction.
Since S&P's last upgrade in November 2013, the class A-1 notes
have had a total paydown of over $49 million and are at 31% of
their original balance.

As a result of the paydowns, the overcollateralization (O/C)
available to support the rated notes has increased.  The trustee
reported a senior O/C ratio of 164.23% in the May 8, 2014, monthly
report, compared with a reported ratio of 136.67% in the October
2013 report, which S&P used for its last upgrade on Nov. 12, 2013.

Additionally, according to the trustee report dated May 8, 2014,
the transaction had $4.9 million in defaulted assets, lower than
the $7.19 million noted in the Oct. 8, 2013, report that S&P used
for its November 2013 rating actions.

The affirmations reflect the sufficient credit support available
at the 'AAA (sf)' level for the class A-1 and A-2 notes.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

ACA CLO 2006-2 Ltd.

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

A-1    AAA (sf)             AAA (sf)    28.56%      AAA (sf)
A-2    AAA (sf)             AAA (sf)    17.59%      AAA (sf)
B      AA- (sf)/Watch Pos   AA+ (sf)    2.60%       AA+ (sf)
C      BBB+ (sf)/Watch Pos  A+ (sf)     7.08%       A+ (sf)
D      BB- (sf)/Watch Pos   BBB- (sf)   1.53%       BBB- (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments (10%) to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

Correlation
Scenario        Within industry (%)  Between industries (%)

Below base case                15.0                     5.0
Base case                      20.0                     7.5
Above base case                25.0                    10.0

                  Recovery   Correlation  Correlation
       Cash flow  decrease   increase     decrease
       implied    implied    implied      implied     Final
Class  rating     rating     rating       rating      rating

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

DEFAULT BIASING SENSITIVITY

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

                    Spread        Recovery
       Cash flow    compression   compression
       implied      implied       implied       Final
Class  rating       rating        rating        rating

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH

ACA CLO 2006-2 Ltd.
                    Rating
Class        To                From

B            AA+ (sf)          AA- (sf)/Watch Pos
C            A+ (sf)           BBB+ (sf)/Watch Pos
D            BBB- (sf)         BB- (sf)/Watch Pos

RATINGS AFFIRMED

ACA CLO 2006-2 Ltd.

Class        Rating

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

TRANSACTION INFORMATION

Issuer:               ACA CLO 2006-2 Ltd.
Co-issuer:            ACA CLO 2006-2 LLC
Collateral manager:   Apidos Capital Management LLC/CVC
                      Credit Partners
Transaction type:     Cash flow CLO
Indenture trustee:    The Bank of New York Mellon


ACAS CLO 2007-1: Fitch Affirms Bsf Rating on Class D Notes
----------------------------------------------------------
Fitch Ratings has affirmed seven classes of notes issued by ACAS
CLO 2007-1 Ltd./Corp. (ACAS CLO 2007-1).  The Rating Outlooks
remain Stable.

Key Rating Drivers

The affirmations are based on the stable performance of the
underlying portfolio since Fitch's last review in August 2013 and
the stable credit enhancement available to the notes. As of the
May 8, 2014 trustee report, the transaction continues to pass all
of its coverage tests, concentration limitation and collateral
quality tests, except for the weighted average life (WAL) test.
The current WAL is reported to be 3.5 years, versus a trigger of
3.0 years. The weighted average rating factor has remained stable
at 'B+/B' range since the last review. Fitch currently considers
3.9% of the collateral assets to be rated in the 'CCC' category,
based on Fitch's Issuer Default Rating (IDR) Equivalency Map.
Currently, 94.1% of the portfolio has strong recovery prospects or
a Fitch assigned Recovery Rating of 'RR2' or higher. There are
currently no defaulted assets in the underlying portfolio.

All classes of notes are able to perform at or above their current
ratings under the default timing and interest rate stresses in the
cash flow model. The affirmations reflect the notes' ability to
perform at their current rating levels, with robust cushion
available to withstand future deterioration in the underlying
portfolio. Fitch does not expect the ratings to experience ratings
volatility in the near term, supporting the Stable Outlooks on the
notes.

Rating Sensitivities

The ratings of the notes may be sensitive to the following: asset
defaults, portfolio migration, including assets being downgraded
to 'CCC', portions of the portfolio being placed on Rating Watch
Negative, overcollateralization (OC) or interest coverage (IC)
test breaches, or breach of concentration limitations or portfolio
quality covenants. However, Fitch's stressed analysis shows the
notes performing at their current rating levels so long as the
portfolio concentrations are within permitted limitations.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio. These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios'.
Fitch's modeling results for the class A-2, B, C and D notes
indicated higher passing ratings when analyzing with the current
portfolio's characteristics. However, analysis with the portfolio
covenants stressed to certain permitted limitations indicated that
an upgrade was not warranted for these notes.

ACAS CLO 2007-1 is a cash flow collateralized loan obligation
(CLO) that closed April 26, 2007 and is managed by American
Capital Asset Management, LLC. The transaction exited its
reinvestment period in April 2014, but the manager is still
permitted to reinvest proceeds from prepaid assets, credit
improved and credit risk sales after the reinvestment period,
subject to certain conditions.

Fitch has affirmed the following ratings:

-- $110,750,000 class A-1 at 'AAAsf'; Outlook Stable;
-- $135,000,000 class A-1-S at 'AAAsf'; Outlook Stable;
-- $33,750,000 class A-1-J at 'AAAsf'; Outlook Stable;
-- $25,000,000 class A-2 at 'AAsf'; Outlook Stable;
-- $22,000,000 class B at 'Asf'; Outlook Stable;
-- $21,000,000 class C at 'BBBsf'; Outlook Stable;
-- $15,500,000 class D at 'Bsf'; Outlook Stable.


ALESCO PREFERRED XIII: Moody's Hikes Rating on Class B Notes to B3
------------------------------------------------------------------
Moody's Investors Service upgraded the rating on the following
notes issued by Alesco Preferred Funding XIII Ltd.:

  $80,000,000 Class B Deferrable Third Priority Secured Floating
  Rate Notes Due 2037 (current balance of $83,666,696), Upgraded
  to B3(sf); previously on June 7, 2013 Affirmed Ca(sf).

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

  $7,500,000 Class X First Priority Senior Secured Floating Rate
  Notes Due 2016 (current balance of $3,437,500), Affirmed
  A1(sf); previously on previously on June 7, 2013 Upgraded to
  A1(sf);

  $250,800,000 Class A-1 First Priority Senior Secured Floating
  Rate Notes Due 2037 (current balance of $172,020,123), Affirmed
  A1 (sf); previously on previously on June 7, 2013 Upgraded to
  A1 (sf);

  $55,200,000 Class A-2 Second Priority Senior Secured Floating
  Rate Notes Due 2037, Affirmed A3 (sf); previously on June 7,
  2013 Upgraded to A3 (sf);

Alesco Preferred funding XIII Ltd. issued on November 30, 2006, is
a collateralized debt obligation backed by a portfolio of bank and
insurance securities.

Ratings Rationale

The rating actions are primarily a result of deleveraging of the
Class A-1 notes, an increase in the transaction's
overcollateralization ratios and the improvement in the credit of
the underlying portfolio since September 2013. Additionally, Class
B resumed payments of current interest and paid down $1,135,819 of
outstanding deferred interest on the notes on the March 2014
payment date.

The Class A-1 notes have been paid down by approximately 13% or
$25 million since the last rating action, due to diversion of
excess interest proceeds and disbursement of principal proceeds
from redemptions of underlying assets. As a result of this
deleveraging, the Class A-1 notes' par coverage improved to 190.9%
from 174.2% since the last rating action, as calculated by
Moody's. Based on the latest trustee report dated April 30, 2014,
the Class A Overcollateralization Ratio and the Class B
Overcollateralization Ratio are reported at 145.5% (limit 142.4%)
and 106.3% (limit 109.53%), respectively, versus September 2013
levels of 141.1% and 105.6%, respectively. The Class A
overcollateralization ratio is now in compliance.

The deal also benefited from an improvement in the credit quality
of the underlying portfolio. According to Moody's calculation, the
weighted average rating factor (WARF) improved to 1197 compared to
1305 as of the last rating action date. The total par amount that
Moody's treated as defaulted or deferring declined to $27.2
million compared to $37.2 million as of the last rating action
date. Since June 2013, two previously deferring banks with a total
par of $6 million have resumed making interest payments their
TruPS and one previously deferring asset with a par of $4 million
was sold.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $328.3 million, defaulted/deferring par of
$27.2 million, a weighted average default probability of 25.77%
(implying a WARF of 1197), Moody's Asset Correlation of 16.13%,
and a weighted average recovery rate upon default of 8.41%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

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

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

1) Macroeconomic uncertainty: TruPS CDOs performance could be
negatively affected by uncertainty about credit conditions in the
general economy. Moody's has a stable outlook on the US banking
sector. Moody's maintains its stable outlook on the US insurance
sector.

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

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

4) Resumption of interest payments by deferring assets: A number
of banks have resumed making interest payments on their TruPS. The
timing and amount of deferral cures could have significant
positive impact on the transaction's over-collateralization ratios
and the ratings on the notes.

5) Exposure to non-publicly rated assets: The deal contains a
large number of securities whose default probability Moody's
assesses through credit scores derived using RiskCalc(TM) or
credit estimates. Moody's evaluates the sensitivity of the ratings
of the notes to the volatility of these credit assessments.

Loss and Cash Flow Analysis:

Moody's modeled the transaction's portfolio using CDOROM(TM)
v.2.12.2 to develop the default distribution from which it derives
the Moody's Asset Correlation parameter. Moody's then used the
parameter as an input in a cash flow model using CDOEdge.
CDOROM(TM) v. 2.12.2 is available on www.moodys.com under Products
and Solutions -- Analytical models, upon receipt of a signed free
license agreement.

The portfolio of this CDO contains trust preferred securities
(TruPS) issued by small to medium sized U.S. community banks and
insurance companies many of which Moody's does not rate publicly.
To evaluate the credit quality of bank TruPS that do not have
public ratings, Moody's uses RiskCalc(TM), an econometric model
developed by Moody's Analytics, to derive credit scores. Moody's
evaluation of the credit risk of most of bank obligors in the pool
relies on FDIC Q1-2014 financial data. For insurance TruPS that do
not have public ratings, Moody's relies on the assessment of
Moody's Insurance team based on the credit analysis of the
underlying insurance firms' annual statutory financial reports.

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

In addition to the base case, Moody's conducted a number of
sensitivity analyses of the results to certain key factors driving
the ratings. Moody's analyzed the sensitivity of the model results
to changes in the portfolio WARF (representing an improvement or
deterioration in the credit quality of the collateral pool).
Increasing the WARF by 213 points from the base case of 1197
lowers the model-implied rating on the Class A-1 notes by one
notch from the base case result; decreasing the WARF by 121 points
raises the model-implied rating on the Class A-1 notes by one
notch from the base case result.

Moody's also conducted two additional sensitivity analyses, as
described in "Sensitivity Analyses on Deferral Cures and Default
Timing for Monitoring TruPS CDOs," published in August 2012. In
the first analysis, Moody's gave par credit to banks that are
deferring interest on their TruPS but satisfy other credit
criteria and thus are highly likely to resume interest payments;
in this case, Moody's gave par credit to $1.5 million of bank
TruPS.

In the second sensitivity analysis, Moody's ran alternative
default-timing profile scenarios to reflect the lower likelihood
of a large spike in defaults. Below is a summary of the impact on
all of the rated notes (in terms of the difference in the number
of notches versus the current model-implied output, in which a
positive difference corresponds to a lower expected loss):

Sensitivity Analysis 1: Par Credit Given to Deferring Banks

Class A-1: +1

Class A-2: +1

Class B: +1

Sensitivity Analysis 2: Alternative Default Timing Profile

Class A-1: +1

Class A-2: +1

Class B: +1


AMMC CLO XIV: Moody's Assigns '(P)Ba3' Rating on Class B-2L Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to five
classes of notes to be issued by AMMC CLO XIV, Limited:

Moody's rating action is as follows:

$256,000,000 Class A-1L Senior Secured Floating Rate Notes due
2026 (the "Class A-1L Notes"), Assigned (P)Aaa (sf)

$53,000,000 Class A-2L Senior Secured Floating Rate Notes due
2026 (the "Class A-2L Notes"), Assigned (P)Aa2 (sf)

$23,250,000 Class A-3L Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class A-3L Notes"), Assigned (P)A2 (sf)

$17,250,000 Class B-1L Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class B-1L Notes"), Assigned (P)Baa3 (sf)

$20,000,000 Class B-2L Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class B-2L Notes"), Assigned (P)Ba3 (sf)

The Class A-1L Notes, the Class A-2L Notes, the Class A-3L Notes,
the Class B-1L Notes and the Class B-2L 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.

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

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

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

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

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

Par amount: $400,000,000

Diversity Score: 75

Weighted Average Rating Factor (WARF): 2700

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 6.50%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 8.0 years.

Methodology Underlying the Rating Action:

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

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

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

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

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

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

Rating Impact in Rating Notches

Class A-1L Notes: 0

Class A-2L Notes: -1

Class A-3L Notes: -2

Class B-1L Notes: -1

Class B-2L Notes: -1

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

Rating Impact in Rating Notches

Class A-1L Notes: -1

Class A-2L Notes: -3

Class A-3L Notes: -4

Class B-1L Notes: -2

Class B-2L Notes: -1

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

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


AVENUE CLO: Moody's Hikes Rating on Cl. B-2L Notes to Caa1
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Avenue CLO Fund, Ltd.:

  $9,000,000 Class B-1L Floating Rate Notes Due February 15, 2017,
  Upgraded to Baa1 (sf); previously on January 22, 2014 Upgraded
  to Baa3 (sf);

  $10,000,000 Class B-1F Fixed Rate Notes Due February 15, 2017,
  Upgraded to Baa1 (sf); previously on January 22, 2014 Upgraded
  to Baa3 (sf);

  $10,000,000 Class B-2L Floating Rate Notes Due February 15, 2017
  (current outstanding balance of $8,523,443.25), Upgraded to Caa1
  (sf); previously on January 22, 2014 Affirmed Caa2 (sf).

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

  $19,000,000 Class A-3L Floating Rate Notes Due February 15, 2017
  (current outstanding balance of $6,869,478.13), Affirmed Aaa
  (sf); previously on January 22, 2014 Upgraded to Aaa (sf).

Avenue CLO Fund, Ltd. issued in December 2004, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in
February 2010.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since January 2014. The Class A notes
have been paid down by approximately 13% or $7.0 million since
January 2014. Based on the trustee's May 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B-1 and Class
B-2 notes are reported at 267.4%, 133.6%, and 107.63%
respectively, versus January 2014 levels of 220.5%, 127.4%, and
107.63%, respectively. Notably, all OC test ratios are calculated
by applying "haircuts" to par based on the deal's exposure to Caa-
rated investments in excess of 7.5% for the Class B-2L notes and
in excess of 10% for the Class A-3L and B-1L notes. The haircuts
are based on the market values of such excess Caa-rated
investments. As of the May 2014 trustee report, these haircuts
resulted in material adjustments to the Class A, Class B-1, and
Class B-2 OC ratios.

The deal has benefited from an improvement in the credit quality
of the portfolio since January 2014, with Moody's adjusted WARF
declining since January 2014 owing to a decline in the percentage
of securities whose ratings are on review for downgrade or have a
negative outlook. However, Moody's notes that although the
calculated WARF has improved, the overall Moody's calculated WARF
of 3729 reflects a significant exposure to investments with very
high credit risk.

The portfolio also includes a number of investments in securities
that mature after the notes do. Based on the trustee's May 2014
report, securities that mature after the notes do currently make
up approximately 9% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature. Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

6) Long-dated assets: The presence of assets that mature after the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets. This risk is borne first by investors with the
lowest priority in the capital structure. Moody's assumes that the
terminal value of an asset upon liquidation at maturity will be
equal to the lower of an assumed liquidation value (depending on
the extent to which the asset's maturity lags that of the
liabilities) or the asset's current market value. In 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:. Because of the deal's low
diversity score and lack of granularity, Moody's supplemented its
typical Binomial Expansion Technique analysis with a simulated
default distribution using its CDOROM(TM) software or individual
scenario analysis.

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% (2983)

Class A-3L: 0

Class B-1L: +2

Class B-1F: +2

Class B-2L: +2

Moody's Adjusted WARF + 20% (4475)

Class A-3L: 0

Class B-1L: 0

Class B-1F: 0

Class B-2L: -1

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations," published in February 2014. In addition, because of
the collateral pool's low diversity, Moody's used CDOROM(TM) to
simulate a default distribution that it then used as an input in
the cash flow model.

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 $50.4 million, defaulted par
of $20.5 million, a weighted average default probability of 16.09%
(implying a WARF of 3729), a weighted average recovery rate upon
default of 47.13%, a diversity score of 10 and a weighted average
spread of 4.08%.

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.


BANC OF AMERICA 2008-1: Moody's Cuts Rating on Cl. H Certs to 'C'
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on thirteen
classes and downgraded the ratings on four classes of Banc of
America Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2008-1 as follows:

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

Cl. A-3, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

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

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

Cl. A-M, Affirmed Aa3 (sf); previously on Jul 12, 2013 Affirmed
Aa3 (sf)

Cl. A-J, Affirmed Baa2 (sf); previously on Jul 12, 2013 Affirmed
Baa2 (sf)

Cl. B, Affirmed Ba1 (sf); previously on Jul 12, 2013 Affirmed Ba1
(sf)

Cl. C, Affirmed Ba3 (sf); previously on Jul 12, 2013 Affirmed Ba3
(sf)

Cl. D, Affirmed B1 (sf); previously on Jul 12, 2013 Affirmed B1
(sf)

Cl. E, Downgraded to Caa1 (sf); previously on Jul 12, 2013
Affirmed B3 (sf)

Cl. F, Downgraded to Caa2 (sf); previously on Jul 12, 2013
Affirmed Caa1 (sf)

Cl. G, Downgraded to Caa3 (sf); previously on Jul 12, 2013
Affirmed Caa2 (sf)

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

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

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

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

Cl. XW, Affirmed Ba3 (sf); previously on Jul 12, 2013 Affirmed Ba3
(sf)

Ratings Rationale

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

The ratings on the below investment grade P&I classes D, J, K, and
L were affirmed because the ratings are consistent with Moody's
expected loss.

The ratings on the P&I classes E, F, G and H 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 9.4% of the
current balance, compared to 9.9% at Moody's last review. Moody's
base expected loss plus realized losses is now 11.8% of the
original pooled balance, compared to 10.4% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26, compared to 29 at Moody's last review.

Deal Performance

As of the June 10, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 15% to $1.1 billion
from $1.3 billion at securitization. The certificates are
collateralized by 96 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans constituting 50% of
the pool. One loan, constituting less than 1% of the pool, has
defeased and is secured by US government securities.

Seventeen loans, constituting 14% 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.

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $48.9 million (for an average loss
severity of 57%). Ten loans, constituting 19% of the pool, are
currently in special servicing. The largest specially serviced
loan is the IBP Loan ($73.7 million -- 7% of the pool). The loan
is secured by seven office buildings located in Carrollton and
Plano, Texas. The loan represents a 73% pari-passu interest in a
$100.7 million loan. The property was 94% leased as of March 2014
compared to 92% leased at Moody's prior review. The loan was
previously transferred to special servicing in February 2013 with
the borrower expressing interest in a modification. The loan was
returned to the master servicer and subsequently transferred back
to special servicing in June 2014.

The second largest specially serviced loan is the Galleria at
Sugarloaf Loan ($18.6 million -- 2% of the pool). The loan is
secured by a grocery anchored retail center located 30 miles
northeast of Atlanta in Duluth, Georgia. The loan transferred to
special servicing in June 2013 due to imminent monetary default.
The property was 75% leased as of February 2014. The special
servicer indicated they intend to modify the loan.

The third largest specially serviced loan is the 357 South Gulph
and 444 Oxford Valley Loan ($17.7 million -- 2% of the pool). The
loan is secured by a 48,000 square foot (SF) office building
located in King of Prussia Pennsylvania and a 58,000 SF office
building located in Langhorne, Pennsylvania. The loan transferred
to special servicing in June 2012 for imminent monetary default.
The special servicer indicated they are pursuing foreclosure.

The remaining seven specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $67.2 million
loss for the specially serviced loans (35% expected loss on
average).

Moody's has assumed a high default probability for ten poorly
performing loans, constituting 9.6% of the pool, and has estimated
an aggregate loss of $19.8 million (a 19% expected loss based on a
53% probability default) from these troubled loans.

Moody's received full year 2012 operating results for 98% of the
pool, and full or partial year 2013 operating results for 94%.
Moody's weighted average conduit LTV is 101%, compared to 107% 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 9.8%.

Moody's actual and stressed conduit DSCRs are 1.41X and 1.10X,
respectively, compared to 1.33X and 1.03X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 26% of the pool balance. The
largest loan is the Apple Hotel Portfolio Loan ($109.3 million --
10% of the pool), which is secured by a portfolio of 27 limited
service and extended stay hotels located across 14 states. The
loan represents a 32% pari-passu interest in a $341.6 million
loan. Performance has improved since last review due to an
increase in revenue per available room (RevPar). For the trailing
twelve month period as of September 2013, the portfolio's RevPAR
was $86.84 compared to $82.77 for all of 2012. Moody's LTV and
stressed DSCR are 110% and 1.11X, respectively, compared to 115%
and 1.06X at last review.

The second largest loan is the 550 West Jackson Loan ($97.5
million -- 9% of the pool), which is secured by a 402,000 SF
office building located in Chicago, Illinois. The property was 92%
leased as of January 2014 compared to 84% in December 2012.
Moody's LTV and stressed DSCR are 117% and 0.81X, respectively,
compared to 130% and 0.73X at last review.

The third largest loan is the Village at Cascade Station Loan ($69
million -- 6% of the pool), which is secured by a 393,000 SF
retail center located in Portland, Oregon. The property was 99%
leased as of December 2013 compared to 96% in December 2012. The
property's performance improved in 2013 due to an increase in
rental revenue. Moody's current LTV and stressed DSCR are 91% and
1.13X respectively, compared to 93% and 1.1X at last review.


BEAR STEARNS 2005-TOP20: Fitch Affirms B Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has affirmed 20 classes of Bear Stearns Commercial
Mortgage Securities Trust (BSCMS) commercial mortgage pass-through
certificates series 2005-Top20.

KEY RATING DRIVERS

The affirmations reflect stable performance and sufficient credit
enhancement to offset Fitch modeled losses for the pool.  Fitch
modeled losses of 3.3% of the remaining pool; expected losses on
the original pool balance total 5%, including $55.9 million (2.7%
of the original pool balance) in realized losses to date.  Fitch
has designated 28 loans (27.5%) as Fitch Loans of Concern.  There
are no specially serviced loans as of the June 2014 remittance
date.

RATING SENSITIVITY

The Rating Outlooks for the 'AAA' rated classes are Stable due to
sufficient credit enhancement, stable performance and continued
paydown.  Fitch revised the Rating Outlooks on class A-J to
Positive from Stable as a future upgrade may be warranted if
collateral performance continues to remain stable and credit
enhancement improves as loans repay at their maturities over the
next 24 months.  Fitch revised the Outlook on Class D to Stable
from Negative due to sufficient credit enhancement.  The Rating
Outlook on class E remains Negative due to the relatively thin
supporting tranches making this class more susceptible to
downgrades should actual losses exceed Fitch expectations.

As of the June 2014 distribution date, the pool's aggregate
principal balance has been reduced by 30.4% to $1.46 billion from
$2.09 billion at issuance.  Per the servicer reporting, 12 loans
(6.9% of the pool) are defeased.  Interest shortfalls are
currently affecting classes K through Q.

The largest contributor to expected losses is the Wilton Executive
Campus loan (2.5% of the pool), which is secured by an 188,000
square foot (SF) mixed use property in Wilton, CT.  The property
features ground floor retail, with second story office space.  The
property's NOI has declined since underwriting due to decreased
rents on renewing leases since 2010.  The year to date March 2014
net operating income (NOI) debt service coverage ratio (DSCR)
reported at 1.25x, compared to 1.31x at year end (YE) 2013, 1.45x
at YE 2012, and 2.11x at issuance.  Based on the March 2014 rent
roll the property is 91% occupied, with leases for approximately
22% of the net rentable area (NRA) rolling over the next 24
months.

The next largest contributor to expected losses is the Lawson
Commons loan (3.7%), which is secured by a 436,478 SF, 13-story
office tower in St. Paul, MN.  Performance had declined at the
property due to tenant vacancies in 2011 and 2012.  The borrower
has since been successful in releasing the vacated space with new
tenants in addition to securing new leases with existing tenants.
The building is headquarters for Lawson Software (63% NRA), which
executed a new lease in June 2013 that extended its maturity date
to July 2022 from its original maturity in July 2015.  Despite
bringing occupancy to 94%, rental revenues continue to lag with
effective gross income for YE 2013 declining 6.8% and overall NOI
declining 16.6%, since 2011.  The YE 2013 NOI DSCR reported at
1.14x, compared to 1.20x at YE 2012, 1.37x at YE 2011, and 1.63x
at issuance.

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

   -- $62.1 million class A-3 at 'AAAsf'; Outlook Stable;
   -- $12 million class A-AB at 'AAAsf'; Outlook Stable;
   -- $955 million class A-4A at 'AAAsf'; Outlook Stable;
   -- $130.8 million class A-4B at 'AAAsf'; Outlook Stable;
   -- $147.7 million class A-J at 'Asf'; Outlook to Positive from
      Stable;
   -- $15.5 million class B at 'Asf'; Outlook Stable;
   -- $20.7 million class C at 'BBBsf'; Outlook Stable;
   -- $15.5 million class D at 'BBB-sf'; Outlook to Stable from
      Negative;
   -- $28.5 million class E at 'Bsf'; Outlook Negative;
   -- $18.1 million class F at 'CCCsf'; RE 100%;
   -- $18.1 million class G at 'CCsf'; RE 50%;
   -- $23.3 million class H at 'Csf'; RE 0%;
   -- $9.5 million class J at 'Dsf'; RE 0%;
   -- $0 class K at 'Dsf'; RE 0%;
   -- $0 class L at 'Dsf'; RE 0%;
   -- $0 class M at 'Dsf'; RE 0%;
   -- $0 class N at 'Dsf'; RE 0%;
   -- $0 class O at 'Dsf'; RE 0%;
   -- $0 class P at 'Dsf'; RE 0%;
   -- $0 class LF at 'Dsf'; RE 0%.

The class A-1 and A-2 certificates have paid in full.  The
balances for classes K, L, M, N, O, P, Q, and LF have been reduced
to zero due to realized losses.  Fitch does not rate the class Q
certificates.  Fitch previously withdrew the rating on the
interest-only class X certificates.


BRIDGEPORT CLO: Moody's Affirms Ba3 Rating on $17MM Cl. D Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Bridgeport CLO Ltd.:

$24,000,000 Class A-2 Senior Floating Rate Notes Due July 21,
2020, Upgraded to Aaa (sf); previously on May 7, 2013 Upgraded to
Aa1 (sf);

$22,000,000 Class B Deferrable Floating Rate Notes Due July 21,
2020, Upgraded to A1 (sf); previously on May 7, 2013 Upgraded to
A2 (sf);

$25,000,000 Class C Deferrable Floating Rate Notes Due July 21,
2020, Upgraded to Baa3 (sf); previously on May 7, 2013 Upgraded to
Ba1 (sf).

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

$387,500,000 Class A-1 Senior Floating Rate Notes Due July 21,
2020 (current outstanding balance of $254,367,536), Affirmed Aaa
(sf); previously on May 7, 2013 Upgraded to Aaa (sf);

$17,500,000 Class D Deferrable Floating Rate Notes Due July 21,
2020 (current outstanding balance of $14,292,793), Affirmed Ba3
(sf); previously on May 7, 2013 Upgraded to Ba3 (sf).

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

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since July 2013. The Class A-1 notes have
been paid down by approximately 32% or $118 million since July
2013. Based on the trustee's June 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B, Class C,
and Class D notes are reported at 129.11%, 119.65%, 110.46% and
105.81%, respectively, versus July 2013 levels of 120.65%,
114.31%, 107.87% and 104.50%, respectively.

Nevertheless, the weighted average spread ("WAS") have
deteriorated since July 2013. Based on the trustee's June 2014
report, the WAS is currently 3.81%, compared to 4.04%, in July
2013.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2149)

Class A-1: 0

Class A-2: +1

Class B: +3

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (3223)

Class A-1: 0

Class A-2: -1

Class B: -2

Class C: -1

Class D: -1

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $359 million, defaulted par
of $0.09 million, a weighted average default probability of 17.92%
(implying a WARF of 2686), a weighted average recovery rate upon
default of 50.10%, a diversity score of 69 and a weighted average
spread of 3.23%.

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.


BUSINESS LOAN 2001-2: Fitch Affirms CC Rating on Class A Notes
--------------------------------------------------------------
Fitch Ratings has affirmed two Business Loan Express (BLX)
transactions as follows:

Business Loan Express SBA Loan-Backed Adjustable-Rate Notes,
Series 2001-2

   -- Class A at 'CCsf', RE 100%;
   -- Class M at 'Csf', RE 5%.

Business Loan Express SBA Loan-Backed Adjustable-Rate Notes,
Series 2002-1

   -- Class A at 'BBBsf'; Outlook Negative;
   -- Class M at 'BBsf'; Outlook Negative.

KEY RATING DRIVERS

The affirmation of BLX 2001-2 reflects the recent stable
performance of the transaction as credit enhancement (CE) has
built for class A and M notes.  However, the transaction remains
under collateralized and late stage delinquencies remain elevated.
For these reasons, default is considered probable.  Class A is
expected to have an 100% recovery of current note balance while
class M's RE is 5%.

The affirmation of BLX 2002-1 at 'BBBsf' and 'BBsf' for class A
and M, respectively, reflects the increased CE available as the
reserve balance has increased.  However, the Rating Outlook for
the notes remains Negative as late stage delinquencies comprise
about a third of the pool.  Due to these high delinquencies,
Fitch's cumulative net loss proxy for the remaining pool increased
substantially compared to the last review.  As a result, loss
coverage for both classes have decline relative to the prior
review.  While down, the available loss coverage is still
consistent with the current ratings.

RATING METHODOLOGY

In reviewing the transactions, Fitch took into account analytical
considerations outlined in Fitch's 'Global Structured Finance
Rating Criteria', issued May 20, 2014, including asset quality,
CE, financial structure, legal structure, and originator and
servicer quality.

Fitch's analysis incorporated a review of collateral
characteristics, in particular, focusing on delinquent and
defaulted loans within the pool.  All loans over 60 days
delinquent were deemed defaulted loans.  The defaulted loans were
applied loss and recovery expectations based on collateral type
and historical recovery performance to establish an expected net
loss assumption for the transaction.  Fitch stressed the cashflow
generated by the underlying assets by applying its expected net
loss assumption.  Furthermore, Fitch applied a loss multiplier to
evaluate break-even cash flow runs to determine the level of
expected cumulative losses the structure can withstand at a given
rating level.

Additionally, Fitch's analysis focused on concentration risks
within the pool, by evaluating the impact of the default of the
largest performing obligors.  The obligor concentration analysis
is consistent with the previously mentioned equipment criteria.
The analysis compares expected loss coverage relative to the
default of a certain number of the largest obligors.  The required
net obligor coverage varies by rating category.  The required
number of obligors covered ranges from 20 at 'AAA' to five at 'B'.
Fitch applied loss and recovery expectations based on collateral
type and historical recovery performance to the largest performing
obligors commensurate with the individual rating category.  The
expected loss assumption was then compared to the modeled loss
coverage available to the outstanding notes given Fitch's expected
losses on the currently delinquent loans.  Fitch also applied the
'Criteria for Rating Caps and Limitations in Global Structured
Finance Transactions' dated May 28, 2014 in determining the
ratings.

While the stresses loss approach was the primary driver, its
results were compared to the obligor concentration approach and
qualitative factors such the results of these approaches compared
to prior reviews, recent performance, and available CE.  The
rating actions taken were ultimately the result of a combination
of these factors.  Fitch will continue to closely monitor these
transactions and may take additional rating action in the event of
changes in performance and CE measures.

RATING SENSITIVITY

If the delinquent loans in BLX 2001-2 experienced higher than
assumed recoveries, the class A notes has the potential to pay in
full.  However, any significant increases to delinquencies or
assumed loss severity may cause further downgrades and lower
recovery estimates.

The Negative Outlook on the 2002-1 notes might be revised to
Stable if the large portions of the delinquencies are cured.
Additionally, materially higher recoveries than assumed would
result in losses having less impact on the available CE which may
not result in a downgrade.  However, any additional delinquencies
or loss severity similar to assumed might result in a category
downgrade of both notes.


CIFC FUNDING 2006-I: Moody's Hikes Rating on Cl. B-2L Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by CIFC Funding 2006-I B, Ltd.:

$22,500,000 Class A-3L Floating Rate Notes Due December 22, 2020,
Upgraded to Aaa (sf); previously on December 31, 2013 Upgraded to
Aa1 (sf)

$14,500,000 Class B-1L Floating Rate Notes Due December 22, 2020,
Upgraded to A1 (sf); previously on December 31, 2013 Upgraded to
A3 (sf)

$16,000,000 Class B-2L Floating Rate Notes Due December 22, 2020,
Upgraded to Ba1 (sf); previously on December 31, 2013 Affirmed
Ba2 (sf)

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

$224,000,000 Class A-1L Floating Rate Notes Due December 22, 2020
(current outstanding balance of $85,170,764), Affirmed Aaa (sf);
previously on December 31, 2013 Affirmed Aaa (sf)

$75,000,000 Class A-1LR Variable Funding Notes Due December 22,
2020 (current outstanding balance of $28,205,958), Affirmed Aaa
(sf); previously on December 31, 2013 Affirmed Aaa (sf)

$22,000,000 Class A-2L Floating Rate Notes Due December 22, 2020,
Affirmed Aaa (sf); previously on December 31, 2013 Upgraded to
Aaa (sf)

CIFC Funding 2006-IB, Ltd., issued in October 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans with some exposure to loans of middle market
issuers. The transaction's reinvestment period ended in December
2012.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since the last rating action date in
December 2013. The A-1L and A-1LR Notes have been paid down by
approximately 9% or $27.6 million since the last rating action
date. Based on the trustee's report in May 2014, the Senior Class
A, Class A, Class B-1L and Class B-2L overcollateralization ratios
are reported at 151.92%, 130.27%, 119.31% and 109.18%,
respectively, versus December 2013 levels of 139.00%, 123.70%,
115.51% and 107.64%, respectively.

The rating actions also reflect the correction of errors in
Moody's previous modeling approach. According to Moody's, the
gross up assumption for recovery rates on defaulted assets and the
overcollateralization ratios test levels were incorrectly modeled
in the December 2013 rating action. These errors have now been
corrected, and the rating actions reflect these changes.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

6) Exposure to credit estimates: The deal contains a large number
of securities whose default probabilities Moody's has assessed
through credit estimates. If Moody's does not receive the
necessary information to update its credit estimates in a timely
fashion, the transaction could be negatively affected by any
default probability adjustments Moody's assumes in lieu of updated
credit estimates.

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

Moody's Adjusted WARF -- 20% (2358)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: 0

Class B-1L: +2

Class B-2L: +1

Moody's Adjusted WARF + 20% (3538)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: -1

Class B-1L: -2

Class B-2L: -1

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $204.5 million, defaulted
par of $4.3 million, a weighted average default probability of
19.94% (implying a WARF of 2948), a weighted average recovery rate
upon default of 50.30%, a diversity score of 56 and a weighted
average spread of 3.39%.

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.

A material proportion of the collateral pool includes debt
obligations whose credit quality Moody's assesses through credit
estimates. Moody's analysis reflects adjustments with respect to
the default probabilities associated with credit estimates.
Specifically, Moody's assumed an equivalent of Caa3 for assets
with credit estimates that have not been updated within the last
15 months, which represent approximately 1.78% of the collateral
pool.


CITIGROUP 2014-J1: DBRS Finalizes $2.3-Mil. Certificates at 'BB'
----------------------------------------------------------------
DBRS Inc. has finalized the following provisional ratings on the
Mortgage Pass-Through Certificates, Series 2014-1 issued by
Citigroup Mortgage Loan Trust 2014-J1 (the Trust):

-- $197.2 million Class A-1 at AAA (sf)
-- $197.2 million Class A-1-IO at AAA (sf)
-- $197.2 million Class A-1W at AAA (sf)
-- $6.9 million Class A-2 at AAA (sf)
-- $6.9 million Class A-2-IO at AAA (sf)
-- $6.9 million Class A-2W at AAA (sf)
-- $204.1 million Class A at AAA (sf)
-- $204.1 million Class A-IO at AAA (sf)
-- $204.1 million Class AW at AAA (sf)
-- $2.9 million Class B-1 at AA (sf)
-- $2.7 million Class B-2 at A (sf)
-- $3.1 million Class B-3 at BBB (sf)
-- $2.3 million Class B-4 at BB (sf)

Class A-1-IO, Class A-2-IO and Class A-IO are interest-only
certificates.  The class balances represent notional amounts.
Class A-1W, Class A-2W, Class A, Class A-IO and Class AW are
exchangeable certificates.  These classes can be exchanged for
combinations of base certificates as specified in the offering
documents.

Class A-1 and Class A-1-IO are super senior certificates.  These
classes benefit from additional protection from senior support
certificates (Class A-2 and Class A-2-IO) with respect to loss
allocation.

The AAA (sf) ratings in this transaction reflect the 6.35% of
credit enhancement provided by subordination.  The AA (sf), A
(sf), BBB (sf) and BB (sf) ratings reflect 5.00%, 3.75%, 2.35% and
1.30% of credit enhancement, respectively.  DBRS does not rate any
other classes in this transaction.

The certificates are backed by 285 loans with a total principal
balance of $217,985,825 as of the Cut-Off Date (June 1, 2014).
The mortgage loans were acquired by Citigroup Global Markets
Realty Corp. (Citi).  The originators for the mortgage pool are
Stearns Lending, Inc. (33.5%), Nationstar Mortgage LLC (Nationstar
30.3%), Freedom Mortgage Corporation ( 11.3%), and various other
originators each comprising less than 5% of the mortgage loans.
The loans will be serviced by Nationstar (71.1%), Fay Servicing,
LLC (23.0%), Fifth Third Mortgage Company (Fifth Third, 3.2%) and
PennyMac Corp. (2.8%).  Deutsche Bank National Trust Company will
act as the Trust Administrator and Custodian.  The transaction
employs a senior-subordinate shifting-interest cash flow structure
that is enhanced from a pre-crisis structure.

The ratings reflect transactional strengths that include high-
quality underlying assets, well-qualified borrowers and
satisfactory third-party due diligence review.  Compared with
other recently issued prime jumbo transactions, this portfolio
contains a very strong FICO score, and combined loan-to-value and
debt-to-income ratios with much less barbelled distributions.  In
addition, the pool contains 5.1% 15-year mortgages, and no
interest only loans.

The originators provide traditional life-time representations and
warranties to the Trust.  The enforcement mechanism for breaches
of representations includes automatic breach reviews by a third-
party reviewer for any seriously delinquent loans or any loans
that incur loss upon liquidation, and the resolution of disputes
is ultimately subject to determination in an arbitration
proceeding.  The loans (except for Fifth Third-originated loans)
also benefit from representations and warranties back-stopped by
the sponsor, Citi, a wholly owned subsidiary of Citigroup Inc.
(DBRS rates Citigroup Inc. at A (low) Stable), in the event of an
originator's bankruptcy or insolvency proceeding and if the
originator fails to complete an effective remedy.  However, such
backstop is subject to certain sunset provisions that give
consideration to prior loan performance.

DBRS views the representations and warranties features for this
transaction to be consistent with recent DBRS-rated prime jumbo
transactions.  Although the transaction employs a strong standard
which includes automatic review of seriously delinquent loans,
mandatory arbitration and a sponsor backstop for representations
and warranties, the limited operating history and the weak
financial strength of certain originators and the sunset
provisions of the sponsor backstop still demand additional
penalties and credit enhancement protections.  To capture the
perceived weaknesses, DBRS adjusted downward the origination score
of the loans to account for the potential inability to fulfill
repurchase obligations.  Such adjustment resulted in increases in
default and loss assumptions for the transaction.


COMM 2012-CCRE2: Moody's Affirms 'B2' Rating on Class G Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on 18 classes
in COMM 2012-CCRE2 Mortgage Trust as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. A-M-PEZ, Affirmed Aaa (sf); previously on Aug 22, 2013
Affirmed Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Aug 22, 2013 Affirmed Aa2
(sf)

Cl. B-PEZ, Affirmed Aa2 (sf); previously on Aug 22, 2013 Affirmed
Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Aug 22, 2013 Affirmed A2
(sf)

Cl. C-PEZ, Affirmed A2 (sf); previously on Aug 22, 2013 Affirmed
A2 (sf)

Cl. D, Affirmed Baa1 (sf); previously on Aug 22, 2013 Affirmed
Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Aug 22, 2013 Affirmed
Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Aug 22, 2013 Affirmed Ba2
(sf)

Cl. G, Affirmed B2 (sf); previously on Aug 22, 2013 Affirmed B2
(sf)

Cl. PEZ, Affirmed A2 (sf); previously on Aug 22, 2013 Affirmed A2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Aug 22, 2013 Affirmed
Aaa (sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Aug 22, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

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

The ratings on the IO classes were affirmed due to 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 2.0% of the
current balance compared to 2.1% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.9% of the
original pooled balance, compared to 2.1% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

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

Description Of Models Used

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

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 22, as compared to a Herf of 23 at the last
review.

Deal Performance

As of the June 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $1.29 billion
from $1.32 billion at securitization. The certificates are
collateralized by 65 mortgage loans ranging in size from less than
1% to 9% of the pool, with the top ten loans constituting 58% of
the pool. One loan, constituting 8% of the pool, has an
investment-grade structured credit assessment.

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

Moody's received full year 2012 operating results for 95% of the
pool, and full or partial year 2013 operating results for 100%.
Moody's weighted average conduit LTV is 94% compared to 97% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 6% 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 1.62X and 1.11X,
respectively, compared to 1.57X and 1.06X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the 520 Eighth
Avenue Loan ($101 million -- 8% of the pool), which is secured by
three adjacent and interconnected office buildings that have been
combined into a single office property. The properties are located
at 520 8th Avenue, 266 West 37th Street and 261 West 36th Street,
totaling 758,490 square feet (SF). The properties are located in
the Penn Plaza/Garment District submarket. The buildings are
occupied by a diverse mix of tenants including not-for-profit
associations, professional services firms, media and entertainment
services companies. The largest tenants are APSCA, The Mason
Tenders and the Selfhelp Community Services. Inc. As of January
2014, the properties had a combined occupancy of 100% compared to
98% at last review. The loan is amortizing over a 30 year schedule
and matures in June 2022. Moody's structured credit assessment and
stressed DSCR are baa3 (sca.pd) and 1.34X, respectively, compared
to baa3 (sca.pd) and 1.32X at the last review.

The top three conduit loans represent 26% of the pool balance. The
largest loan is the 1055 West 7th Street Loan ($115 million -- 9%
of the pool), which is secured by a 615,950 SF office Class A-
property located in downtown Los Angeles, California. The property
was built in 1987 and is 33 stories high. The largest tenants are
LA Care Health Plan (26% of the Net Rentable Area (NRA); lease
expiration November, 2021), Morris Polich and Purdy (7% of the
NRA; lease expiration April 2016) and the Los Angeles County Bar
Association (7% of the NRA; lease expiration April 2021). As of
December 2013, the property was 86% leased compared to 87% at last
review. The loan is amortizing over a 30 year schedule and matures
in July 2022. Moody's LTV and stressed DSCR are 109% and 0.91X,
respectively, compared to 108% and 0.93X at the last review.

The second largest loan is the 77 K Street Loan ($110 million --
9% of the pool), which is secured by a 326,900 SF Class A office
building located in the NoMa neighborhood of Washington, D.C. The
property is used as a headquarters location for the Federal
Retirement Thrift Investment Board (51% of the NRA; lease
expiration December 2020) and CQ Roll Call, Inc. (22% of the NRA;
lease expiration March 2023). The property was 93% leased as of
December 2013, the same as at last review. The loan has an initial
five-year interest only period and matures in June 2022. Moody's
LTV and stressed DSCR are 100% and 0.98X, respectively, compared
to 97% and 1.01X at the last review.

The third largest loan is the 260 and 261 Madison Avenue Loan
($105 million -- 8% of the pool), which is secured by two Class B+
office towers totaling 923,277 SF, located in midtown Manhattan.
The cross streets are Madison Avenue between 36th and 37th Street.
This loan represents a pari passu interest in a $231 million loan.
The largest tenants include McLaughlin & Stern (12% of the NRA;
lease expiration December 2021) and Primedia (8% of the NRA; lease
expiration November 2017). As of March 2014, the properties had a
combined occupancy of approximately 90% compared to 92% at last
review. The loan is interest only and matures in June 2022.
Moody's LTV and stressed DSCR are 98% and 0.97X, respectively,
compared to 97% and 0.98X at the last review.


COMM 2014-CCRE18: DBRS Finalizes (P)BB Rating on Class E Certs
--------------------------------------------------------------
DBRS Inc. has finalized the provisional ratings on the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2014-CCRE18 issued by COMM 2014-CCRE18 Mortgage Trust.  The trends
are Stable.

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

Classes X-A, X-B, D, E, F and G have been privately placed
pursuant to Rule 144A.  The Class X balances are notional.  DBRS
ratings on interest-only (IO) certificates address the likelihood
of receiving interest based on the notional amount outstanding.
DBRS considers the IO certificates' position within the
transaction payment waterfall when determining the appropriate
rating.

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

The collateral consists of 49 fixed-rate loans secured by 60
commercial and multifamily properties.  The transaction has a
balance of $996,340,247.  The pool exhibits a DBRS weighted-
average term debt service coverage ratio (DSCR) and debt yield of
1.45 times (x) and 8.9%, respectively, based on the whole loan
balances.  The DBRS sample included 24 loans, representing 77.5%
of the pool.  Properties representing 36.8% of the pool are
located in urban markets with increased liquidity, greater than
transactions in the recent past that typically have urban
concentrations of 15% to 20%.

The pool is concentrated by loan size, as the top ten loans
represent 57.5% of the overall pool balance.  The pool has a
concentration level similar to a pool of 14 equal-sized loans.
The combined partial IO and full-term IO concentration is 63.7%.
There are three loans that are IO for the full term, representing
16.4% of the pool, including the largest loan in the pool.
Overall, this results in a relatively low level of amortization
during the loan term of -11.7%.  Additionally, 19 loans,
representing 48.7% of the pool, have a DBRS calculated Refi DSCR
of less than 1.00x.  However, these DSCRs are based on a weighted-
average stressed refinance constant of 9.8%, which implies an
interest rate of 9.1%, amortizing on a 30-year schedule.  This
represents a significant stress of nearly 4.4% over the weighted-
average contractual interest rate of the loans in the pool.


CPS AUTO 2014-B: DBRS Assigns 'BB' Rating on Class D Securities
---------------------------------------------------------------
DBRS Inc. has finalized its provisional ratings on the following
classes issued by CPS Auto Receivables Trust 2014-B:

-- Series 2014-B, Class A rated AAA (sf)
-- Series 2014-B, Class B rated A (sf)
-- Series 2014-B, Class C rated BBB (sf)
-- Series 2014-B, Class D rated BB (high) (sf)
-- Series 2014-B, Class E rated B (high) (sf)


CREDIT SUISSE 1999-C1: Fitch Affirms Dsf Rating on Class H Certs
----------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed three classes of
Credit Suisse First Boston Mortgage Securities Corp. (CSFB)
commercial mortgage pass-through certificates series 1999-C1.

Key Rating Drivers

The upgrade of class G is the result of increasing credit
enhancement despite increasing concentration. Although the
defeased collateral is sufficient to payoff the class, interest
shortfalls to the class are possible prior the defeased loans
maturity dates of 2019.

Of the original 153 loans, five remain. One loan (22.5%) is in
special servicing and the two largest loans (76.2%) are defeased.
The two remaining loans (1.4%) have maturity dates in August and
September 2014. Since Fitch's last rating action, the former
largest loan in the pool, the Tallahassee Mall, was disposed for a
118.37% loss severity and resulted in losses to classes H through
J, currently rated 'Dsf'.

As of the June 2014 distribution date, the pool's aggregate
principal balance has been reduced by 97.2% to $32.4 million from
$1.17 billion at issuance. There has been $82.3 million (7% of the
original pool balance) in realized losses to date. Interest
shortfalls are currently affecting classes H through O.

The specially-serviced loan (22.5%) is secured by a 129,293 square
foot office building located in Parsippany, NJ. The loan
transferred to the special servicer in June 2013 due to imminent
default, primarily the result of vacancy issues. The property's
largest tenant (52% of GLA) subsequently vacated in December 2013.
There is a receiver in place and counsel for the special servicer
is moving forward with foreclosure.

Rating Sensitivity

The Rating Outlook on class G is Stable. While credit enhancement
is high and paydown is expected to continue, given the significant
concentration and potential for expected losses or interest
shortfalls to increase, additional upgrades are not expected.

Fitch upgrades the following class and assigns the Rating Outlook
as indicated:

-- $23.9 million class G to 'BBBsf' from 'CCCsf', Outlook to
   Stable.

Fitch affirms the following classes and revises REs as indicated:

-- $8.5 million class H at 'Dsf', RE 40%.

Zero balance classes J and K are affirmed at 'Dsf', RE 0% due to
already incurred realized losses. The class A-1, A-2, B, C, D, E
and F certificates have paid in full. Fitch does not rate the
class L, M and O certificates. Fitch previously withdrew the
rating on the interest-only class A-X certificates.


CREDIT SUISSE 2006-TFL2: Fitch Affirms CCC Rating on KER-F Notes
----------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on four classes
of Credit Suisse First Boston Mortgage Securities Corp., series
2006-TFL2 (CSFB 2006-TFL2), and affirms the remaining classes.

Key Rating Drivers

The transaction has become increasingly concentrated, with two
pooled loans remaining in the trust and one non-pooled loan. The
Atlantis (formerly referred to as Kerzner International) loan now
represents approximately 80% of the pooled proceeds and is
primarily secured on property located in the Bahamas. At issuance
the Atlantis (Kerzner) loan represented 21.6% of the transaction.
Given the increased concentration in the Bahamas, the
transaction's rating linkage to this sovereign (the Bahamas) has
increased.

Fitch's Criteria for Rating Securitizations in Emerging Markets
limits securitization ratings to a maximum of three to four
notches above a country's IDR and country ceiling dependent upon
the mitigants available to address potential transfer and
convertibility risk arising from capital controls being imposed.
The transactions have certain mechanisms available, including
servicer advancing, which would allow for continuation of
transaction cash flows in the event of an interruption of revenues
from the Bahamas collateral owing to the imposition of capital
controls. In addition, given the large draw of American tourists
that vacation at the Atlantis resort, a considerable portion of
revenues for the collateral is collected outside of the Bahamas in
U.S. dollars through credit card sales. These factors support a
rating level of up to four notches above an investment grade
country ceiling; however, this would fall short of a level of
'AAsf' or 'AAAsf'. The Rating Watch Negative status on the most
senior classes is maintained as the loan is expected to be
refinanced in the near term.

The Atlantis property is a diverse portfolio of real estate. The
main collateral consists of: the 3,023-key Atlantis Resort and
casino, Paradise Island; 600-room all-suite hotel tower, 495-unit
condominium hotel; 40 acres of water attractions; 106-key One &
Only Ocean Club and 18-hole Ocean Club Golf Course; water
treatment and desalinization facility; 63-slip Marina at Atlantis
and associated retail at Marina Village. As of year-end 2013 the
portfolio reported a NCF DSCR of 5.76x, compared with 6.02x in
2012. A recent value estimate indicates the collective value of
the collateral would result in full repayment of the rated debt.
The loan, after an earlier modification, was extended and the
final maturity is in September 2014.

The other remaining pooled asset, The JW Marriott Starr Pass (20%
of pooled collateral), consists of a 575-room full-service hotel
and a 27-hole Arnold Palmer-designed championship golf course,
located in Tucson, AZ. The loan has remained in special servicing
since its initial transfer for imminent default in April 2010. The
loan has underperformed expectations from issuance, as the Tucson
hotel market has not recovered to its pre-recessionary
performance. The special servicer continues its efforts to
stabilize the property and is actively pursuing all avenues to
maximize recoveries to the trust.

The CSFB 2006-TFL2 trust also includes the non-pooled
Sava/Fundamental Portfolio. The loan was previously secured by two
portfolios of health care facilities; the Sava Portfolio (86% of
allocated loan amount) and the Fundamental Portfolio (14%).
Recently, the Sava Portfolio was refinanced; classes SV-A1 through
SV-H paid in full. The remaining two SV classes with an
outstanding balance, SV-J and SV-K, are associated with the
Fundamental Portfolio, which is primarily secured by 20 skilling
nursing facilities located across nine states. The Fundamental
Portfolio did not refinance at loan maturity and transferred to
special servicing in early June. Property performance remains
stable, and the special servicer is discussing workout options
with the sponsor.

Rating Sensitivities

Recent press indicates the Atlantis loan has been circled by a
consortium of issuers for the purpose of refinancing the existing
debt. Fitch anticipates the refinance will be executed prior to
its maturity in September 2014; however, should the loan not make
significant progress towards take out financing over the next few
months, downgrades of one to two rating categories are expected to
classes A2 through D.

In addition, the Rating Outlooks of classes SV-J and SV-K remain
at Negative due to the Fundamental Portfolio's inability to pay
off at loan maturity. Should the prospects of a near-term
refinance of the existing debt weaken, the classes may be
downgraded.

Fitch maintains the following classes on Rating Watch Negative:

-- $134.9 million class A2 'AAAsf';
-- $41 million class B 'AAAsf';
-- $41 million class C 'AAAsf';
-- $33 million class D 'AAsf'.

Fitch affirms the following classes and Rating Outlooks:

-- $25 million class E at 'Asf'; Outlook Stable;
-- $19 million class F at 'BBB-sf'; Outlook Stable;
-- $19 million class G at 'BBsf'; Outlook Stable;
-- $19 million class H at 'CCCsf'; RE100;
-- $20 million class J at 'CCCsf'; RE 100%;
-- $22 million class K at 'CCCsf'; RE 100%;
-- $16.1 million class L at 'Dsf'; RE 40%;
-- $50 million class KER-A at 'A-sf'; Outlook Stable;
-- $35.6 million class KER-B at 'BBBsf'; Outlook Stable;
-- $31.2 million class KER-C at 'BBBsf'; Outlook Stable;
-- $38.4 million class KER-D at 'BBB-sf'; Outlook Stable;
-- $38.8 million class KER-E at 'BBsf'; Outlook Stable;
-- $51.6 million class KER-F at 'CCCsf'; RE 100%;
-- $25.3 million class SV-J at 'BBBsf'; Outlook Negative;
-- $39 million class SV-K at 'BBsf';' Outlook Negative.


FLAGSHIP CLO V: S&P Raises Rating on Class E Notes to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, D, and E notes from Flagship CLO V, a collateralized loan
obligation transaction managed by Deutche Asset Management Inc.
At the same time, S&P removed these ratings from CreditWatch,
where it placed them with positive implications on April 9, 2014.

The transaction's reinvestment period ended in September 2013 and
the deal is currently in its amortization phase.  Since S&P's
January 2012 rating actions, the class A notes have paid down
$94.22 million and now are at 62.65% of their original balance.
The upgrades reflect the paydowns to the class A notes, which
helped create additional support for the subordinate notes.  The
improvements are also evident in the increased A, B, C, D, and E
overcollateralization ratios since our January 2012 rating
actions.

After applying S&P's largest obligor test, which indicated a 'CCC-
(sf)' rating for the class E notes, S&P took into account the
passing cash flow runs at higher rating levels and improved credit
support since its last review and raised its rating on them to
'CCC+ (sf)'.

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

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Flagship CLO V

                                Cash Flow
         Previous               implied     Cash flow    Final
Class    rating                 rating      cushion(i)   rating
A        AA+ (sf)/Watch Pos     AAA (sf)    19.25%       AAA (sf)
B        A+ (sf)/Watch Pos      AAA (sf)    2.81%        AAA (sf)
C        BBB+ (sf)/Watch Pos    AA+ (sf)    0.69%        AA+ (sf)
D        BBB- (sf)/Watch Pos    BBB+ (sf)   6.69%        BBB+ (sf)
E        CCC- (sf)/Watch Pos    B+ (sf)     5.41%        CCC+ (sf)

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

Notional balance (mil. $)
Class                        December 2011    May 2014
A                            365.00           228.66
B                            33.75            33.75
C                            22.50            22.50
D                            17.50            17.50
E                            22.50            22.50

Coverage tests (%)

A/B O/C                      118.05           127.28
C O/C                        111.75           117.22
D O/C                        107.29           110.44
E O/C                        102.05           102.79
WAS (%)                      3.68             3.08

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

RECOVERY RATE AND CORRELATION SENSITIVITY

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

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


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

DEFAULT BIASING SENSITIVITY

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

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

RATINGS LIST

Flagship CLO V
                     Rating
Class   Identifier   To          From
A       33842RAA1    AAA (sf)    AA+ (sf)/Watch Pos
B       33842RAB9    AAA (sf)    A+ (sf)/Watch Pos
C       33842RAC7    AA+ (sf)    BBB+ (sf)/Watch Pos
D       33842RAD5    BBB+ (sf)   BBB- (sf)/Watch Pos
E       33842RAE3    CCC+ (sf)   CCC- (sf)/Watch Pos


GE COMMERCIAL 2003-C1: S&P Lowers Rating on Class K Notes to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'AAA (sf)'
from 'BBB+ (sf)' on the class H commercial mortgage pass-through
certificates from GE Commercial Mortgage Corp.'s series 2003-C1, a
U.S. commercial mortgage-backed securities (CMBS) transaction.
Concurrently, S&P lowered its ratings on two classes and affirmed
its ratings on two other classes from the same transaction.

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

The upgrade reflects S&P's expectation that the available credit
enhancement for the class H certificates is greater than its most
recent necessary credit enhancement estimation for the respective
rating levels.  The upgrade also reflects S&P's view regarding the
current and future performance of the transaction's collateral, as
well as the the 89.7% reduction in the trust pool balance since
S&P's previous review.

S&P's affirmations and downgrades considered the monthly interest
shortfalls affecting the trust.  S&P lowered its ratings on
classes K and M to reflect the reduced liquidity support available
to these classes because of interest shortfalls from the specially
serviced assets.  According to the June 10, 2014, trustee
remittance report, interest shortfalls totaling $75,381 affected
all classes subordinate to class L.  The interest shortfalls
comprise $59,223 in appraisal subordination entitlement
reductions, $11,341 in special servicing fees, and $4,817 in
reimbursed interest on servicer advances.  As a result, while
available credit enhancement levels may suggest positive rating
movements on classes J and K, S&P's analysis reflects its view of
the available liquidity support and the magnitude of the specially
serviced assets representing 65.1% of the remaining pool balance.

TRANSACTION SUMMARY

As of the June 10, 2014, trustee remittance report, the collateral
pool had a $73.2 million aggregate pooled trust balance, down from
$1.189 billion at issuance.  The pool includes four loans and two
real estate-owned (REO) assets, down from 135 loans at issuance.
There is one defeased loan in the pool, The Links at Bentonville
($17.3 million, 23.5% of the pool), maturing on Nov. 1, 2014.

The one nondefeased performing loan remaining in the pool, Shiloh
Apartments ($8.3 million, 11.4%), is secured by a 240-unit
multifamily property in Fayetteville, Ark.  According to the
master servicer, Midland Loan Services, the DSC was 1.16x and
occupancy was 100% for the year ended Dec. 31, 2013.  The loan
matures on Nov. 10, 2014.

To date, the transaction has experienced losses totaling $22.3
million, or 1.9% of the transaction's original pooled certificate
balance.  There are four assets ($47.6 million, 65.1%) currently
with the special servicer, LNR Partners LLC (LNR).  S&P estimated
losses for each of the four specially serviced assets as follows:

   -- The 801 Market Street loan ($36.3 million, 49.6%) is the
      largest loan remaining in the pool and is secured by a
      376,998-sq.-ft. office condominium unit in a 13-story,
      1,009,159-sq.-ft. mixed-use building in downtown
      Philadelphia.  The loan was transferred to LNR in February
      2013 because of maturity default and LNR is pursuing
      foreclosure.  A $16.9 million appraisal reduction amount
      (ARA) is in effect against the loan and S&P expects a
      moderate loss upon its disposition.

   -- The Shoppes at Audubon ($5.1 million, 6.9%) is the fourth-
      largest asset remaining in the pool and is secured by a
      46,252-sq.-ft. retail center in Naples, Fla.  The asset was
      transferred to LNR in June 2011, and the property became REO
      in October 2012. A $3.0 million ARA is in effect against
      this asset and S&P expects a significant loss upon its
      disposition.

   -- Maple Woods ($4.3 million, 5.9%) is the fifth-largest asset
      remaining in the pool, and is secured by a 285-pad mobile
      home park in Adrian, Mich., about 30 miles southwest of Ann
      Arbor.  The asset was transferred to LNR in March 2013, and
      the property became REO in May 2014. A $0.9 million ARA is
      in effect against this asset and S&P expects a minimal loss
      upon its disposition.

   -- Pavilion 800 ($2.0 million, 2.7%) is the smallest loan
      remaining in the pool and is secured by a 39,140-sq.-ft.
      medical office building in Voorhees, N.J., about 15 miles
      southeast of Philadelphia.  The loan transferred to special
      servicing in January 2013 and LNR will continue negotiations
      with the borrower while dual tracking for foreclosure.  A
      $0.4 million ARA is in effect against this loan and S&P
      expects a moderate loss upon its disposition.

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

RATINGS LIST

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2003-C1

Class        Identifier        To               From
H            36828QAP1         AAA (sf)         BBB+ (sf)
J            36828QAQ9         BBB- (sf)        BBB- (sf)
K            36828QAR7         B- (sf)          B+ (sf)
L            36828QAS5         B- (sf)          B- (sf)
M            36828QAT3         CCC- (sf)        CCC+ (sf)


GENERAL ELECTRIC 2003-1: Fitch Affirms B-sf Rating on Cl. F Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 10 classes of General Electric Capital
Assurance Company (GFCM) commercial mortgage pass-through
certificates series 2003-1.

Key Rating Drivers

The affirmations are the result of stable performance since
Fitch's last rating action. Fitch modeled losses of 3% of the
remaining pool; expected losses on the original pool balance total
1.2%, including $3 million (0.4% of the original pool balance) in
realized losses to date. Fitch has designated 25 loans (23.8%) as
Fitch Loans of Concern; 83 of the original 171 loans remain. There
are no loans in special servicing and none are defeased.

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 73.6% to $216.9 million from
$822.6 million at issuance. Interest shortfalls are currently
affecting classes H through J.
The largest loan in the pool is Gateway Center I, which is cross-
collateralized with Gateway Center II, currently the seventh
largest in the pool. Gateway Center I is secured by a 259,759
square foot (sf) anchored retail center in Patchogue, NY (7.45% of
the pool). This property faces some potential near-term rollover
as the lease for its second largest tenant, Best Buy, was
scheduled to expire in early 2014. Fitch inquired with the
servicer as to terms of an extension or renewal and is awaiting a
response. The tenant remains in occupancy.

Gateway Center II is an adjacent retail project secured by a
79,760 sf property also in Patchogue, NY. This property also faces
significant vacancy and near term rollover issues, as its largest
tenant, grocery store King Kullen, which occupied over half of the
property, vacated at lease expiration in early 2014. The servicer
reports the Borrower has requested a lease review for a potential
replacement tenant. The status of re-leasing or terms of the lease
could not be verified. Gateway Center II represents the largest
Fitch Loan of Concern in the remaining pool.

Rating Sensitivity

Rating Outlooks on classes A-4 through E remain Stable due to
increasing credit enhancement and continued paydown.

The Rating Outlook on class F was revised to Stable from Negative
due to the absence of loans in special servicing and the lack of
imminent losses.

Fitch affirms the following classes as indicated:

-- $37.2 million class A-4 at 'AAAsf', Outlook Stable;
-- $112.7 million class A-5 at 'AAAsf', Outlook Stable;
-- $11.3 million class B at 'AAAsf', Outlook Stable;
-- $13.4 million class C at 'A+sf', Outlook Stable;
-- $11.3 million class D at 'BBBsf', Outlook Stable;
-- $10.3 million class E at 'BBB-sf', Outlook Stable;
-- $12.3 million class F at 'B-sf', Outlook to Stable from
   Negative
-- $7.2 million class G at 'Csf', RE 75%.
-- $1.2 million class H at 'Dsf', RE 0%;
-- $0 class J at 'Dsf', RE 0%.

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


GOLDEN KNIGHT II: Moody's Affirms Ba3 Rating on $13MM Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Golden Knight II CLO, Ltd.:

$40,000,000 Class B Second Priority Senior Floating Rate Notes
Due 2019, Upgraded to Aaa (sf); previously on March 1, 2013
Upgraded to Aa3 (sf);

$18,250,000 Class C Third Priority Senior Subordinate Deferrable
Interest Floating Rate Notes Due 2019, Upgraded to A1 (sf);
previously on March 1, 2013 Affirmed Baa1 (sf);

$14,000,000 Class D Fourth Priority Subordinate Deferrable
Interest Floating Rate Notes Due 2019, Upgraded to Baa3 (sf);
previously on March 1, 2013 Affirmed Ba1 (sf).

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

$292,500,000 Class A First Priority Senior Floating Rate Notes
Due 2019 (current outstanding balance of $152,915,517), Affirmed
Aaa (sf); previously on March 1, 2013 Affirmed Aaa (sf);

$13,000,000 Class E Fifth Priority Junior Subordinate Deferrable
Interest Floating Rate Notes Due 2019, Affirmed Ba3 (sf);
previously on March 1, 2013 Affirmed Ba3 (sf).

Golden Knight II CLO, Ltd., issued in March 2007, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans. The transaction's reinvestment
period ended in April 2013.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since January 2014. The Class A notes
have been paid down by approximately 27.7% or $58.6 million since
January 2014. Based on the trustee's June 2014 report, the over-
collateralization (OC) ratios for the Class A/B, C, D and E notes
are reported at 132.8%, 121.3%, 113.8% and 107.6%, respectively,
versus January 2014 levels of 125.4%, 116.9%, 111.1% and 106.3%,
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 15.0% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2263)

Class A: 0

Class B: 0

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3394)

Class A: 0

Class B: -1

Class C: -2

Class D: -1

Class E: -1

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $253.0 million, defaulted
par of $5.5 million, a weighted average default probability of
17.76 (implying a WARF of 2828), a weighted average recovery rate
upon default of 50.54%, a diversity score of 50 and a weighted
average spread of 3.26%.

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 structured finance 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 transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


HAMPTON ROADS: Moody's Affirms 'B1' Rating on 3 Bond Classes
-----------------------------------------------------------
Moody's Investors Service has revised to negative from stable the
outlook on approximately $276 million of Hampton Roads PPV, LLC
Military Housing Taxable Revenue Bonds, 2007 Series A. The rating
action applies to the following three classes of bonds:

Approximately $210 million of Class I bonds rated Ba1;

Approximately $58 million of Class II rated B1; and

Approximately $9 million of Class III rated B1.

All ratings have been affirmed.

Summary Rating Rationale:

The negative outlook reflects Moody's expectation that management
will struggle to offset the sharp decline in 2014 basic allowance
for housing (BAH) and maintain current debt service coverage
levels. Further decline in BAH may result in a downgrade with
Class II and Class III bonds being the most vulnerable. In
addition, the project remains susceptible to higher than
anticipated expenses, particularly higher turnover rate driven by
ships deployment, and lack of satisfactory debt service reserve
fund (DSRF) to mitigate changes in net operating income.

The ratings affirmation reflects the project's overall adequate
but volatile debt service coverage ratios (DSCR), sound occupancy
rate, and the Navy's interest in the success of the project.

Strengths:

-- Financial performance is satisfactory with Class I, Class II
and Class III DSCR at 1.44x, 1.11x and 1.07x, respectively.

-- Occupancy remains sound with 2013 average rate of roughly 94%.

-- American Campus Communities, Inc. (ACC) as a project manager;
ACC has an extensive expertise in management of student housing
facilities which posses many similarities to the project.

-- Base essentiality is strong.

-- Initial Development Phase (IDP) is complete and the project has
been approved by the Department of Defense (DoD).

Challenges:

-- Revenue is sensitive to changes in BAH rate.

-- Occupancy is vulnerable to ships deployment.

-- Expenses exceed initial projections by about 20%.

-- Bond structure allows for monthly release of excess funds with
no cash trap provisions and no minimum account balance provisions
for the benefit of bondholders.

-- DSRF is satisfied by a surety from Ambac whose rating has been
withdrawn; in the event of rental income shortfall and
insufficient moneys in operating reserve accounts, bondholders
would rely on the credit strength of Ambac for debt service
payment.

Outlook:

The negative outlook reflects Moody's expectation that management
will struggle to offset the sharp decline in 2014 BAH rate and
maintain current debt service coverage levels.

What Could Change the Rating Up

While an upgrade at this time is not being considered due to the
volatility of the project's performance, one, however, would
require sustained improvement in operating performance and/or cash
funding of DSRF or replacement of current surety provider with
another of higher credit quality.

What Could Change the Rating Down

The rating could be downgraded if the project experiences further
decline in DSCR due to shortfall in rental income, higher expenses
and/or an unforeseen event.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


HELLER SBA 1998-1: Fitch Cuts Rating on Class M-1 Notes to 'BB+sf'
------------------------------------------------------------------
Fitch Ratings has downgraded Heller SBA Corp. pass-through
adjustable-rate certificates, series 1998-1 as follows:

   -- Class A downgraded to 'BBBsf' from 'AAsf'; Outlook Negative;

   -- Class M-1 downgraded to 'BB+sf' from 'Asf'; Outlook
      Negative;

   -- Class M-2 downgraded to 'BBsf' from 'BBBsf'; Outlook
      Negative;

   -- Class M-3 downgraded to 'Bsf' form 'BBsf'; Outlook Negative;

   -- Class B downgraded to 'CCCsf' from 'Bsf'; RE 100%.

KEY RATING DRIVERS

The downgrades reflect the high concentration of non-performing
loans which have been delinquent for several years. Given the
delinquent status of these loans, Fitch expects limited recovery
proceeds from these late stage delinquencies.  While the spread
account has increased as a percentage, its dollar balance has
declined over the last year.  As a result of these two factors,
the transaction effectively is under collateralizes as the current
outstanding note balance exceeds the aggregate of the current
performing collateral balance and the spread account.  The current
characteristics of the transaction are not consistent with high
investment grade ratings.  As such, all outstanding classes have
been downgraded to the levels detailed above.  The Negative
Outlook reflects the continued exposure to the significant non-
performing collateral.

RATING METHODOLOGY

In reviewing the transactions, Fitch took into account analytical
considerations outlined in Fitch's 'Global Structured Finance
Rating Criteria', issued May 20, 2014, including asset quality,
CE, financial structure, legal structure, and originator and
servicer quality.

Fitch's analysis incorporated a review of collateral
characteristics, in particular, focusing on delinquent and
defaulted loans within the pool.  All loans over 30 days
delinquent were deemed defaulted loans.  The defaulted loans were
applied loss and recovery expectations based on collateral type
and historical recovery performance to establish an expected net
loss assumption for the transaction.  Due to the severely
delinquent status of the delinquent loans and an additional
haircut was applied to the recovery expectations.  Fitch stressed
the cashflow generated by the underlying assets by applying its
expected net loss assumption.  Furthermore, Fitch applied a loss
multiplier to evaluate break-even cash flow runs to determine the
level of expected cumulative losses the structure can withstand at
a given rating level.

Additionally, Fitch's analysis focused on concentration risks
within the pool, by evaluating the impact of the default of the
largest performing obligors.  The obligor concentration analysis
is consistent with the previously mentioned equipment criteria.
The analysis compares expected loss coverage relative to the
default of a certain number of the largest obligors.  The required
net obligor coverage varies by rating category.  The required
number of obligors covered ranges from 20 at 'AAA' to five at 'B'.
Fitch applied loss and recovery expectations based on collateral
type and historical recovery performance to the largest performing
obligors commensurate with the individual rating category.  The
expected loss assumption was then compared to the modeled loss
coverage available to the outstanding notes given Fitch's expected
losses on the currently delinquent loans.  Fitch also applied the
'Criteria for Rating Caps and Limitations in Global Structured
Finance Transactions' dated May 28, 2014 in determining the
ratings.

While the stresses loss approach was the primary driver, its
results were compared to the obligor concentration approach and
qualitative factors such the results of these approaches compared
to prior reviews, recent performance, and available CE.  The
rating actions taken were ultimately the result of a combination
of these factors.  Fitch will continue to closely monitor these
transactions and may take additional rating action in the event of
changes in performance and CE measures.

RATING SENSITIVITY

While assumed recoveries on the non-performing collateral are low,
Fitch believes it to be appropriate given the length of time the
loans have been nonperforming.  If recoveries are similar in size
and timing than assumed, stable ratings are likely for the
classes.  However, if recoveries are worse, have a longer lag, or
if the transaction has any more meaningful delinquencies, then
negative rating actions are likely.


HIGHBRIDGE LOAN: S&P Assigns Prelim. BB Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Highbridge Loan Management 4-2014 Ltd./Highbridge Loan
Management 4-2014 LLC's $469 million fixed- and floating-rate
notes.

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

The preliminary ratings are based on information as of June 25,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (not counting excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

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

   -- The asset manager's experienced management team.

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

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

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

PRELIMINARY RATINGS ASSIGNED

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

Class                 Rating                 Amount
                                           (mil. $)
A-1                   AAA (sf)               310.00
A-2a                  AA (sf)                 42.00
A-2b                  AA (sf)                 20.00
B (deferrable)        A (sf)                  38.00
C (deferrable)        BBB (sf)                27.50
D (deferrable)        BB (sf)                 22.00
E (deferrable)        B (sf)                   9.50
Subordinated notes    NR                      44.50

NR-Not rated.


JFIN REVOLVER: S&P Affirms 'BB' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on JFIN
Revolver CLO Ltd./JFIN Revolver CLO LLC's $350.50 million
floating-rate notes following the transaction's effective date as
of May 12, 2014.

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

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

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

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

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

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

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

RATINGS AFFIRMED

JFIN Revolver CLO Ltd.

Class                       Rating                     Amount
                                                     (mil. $)

A                           AAA (sf)                   221.00
B                           AA (sf)                     51.50
C                           A (sf)                      34.00
D                           BBB (sf)                    23.00
E                           BB (sf)                     21.00


JP MORGAN 2003-CIBC6: Fitch Affirms CCsf Rating on Cl. L Certs
--------------------------------------------------------------
Fitch Ratings has downgraded three classes and affirmed eight
classes of JP Morgan Chase Commercial Mortgage Securities Corp.
(JPMC) commercial mortgage pass-through certificates series 2003-
CIBC6.

Key Rating Drivers

The downgrades to classes F through H are the result of interest
shortfalls currently affecting these classes as well as the
continued risk of interest shortfalls should additional loans
transfer to the special servicer. Current interest shortfalls are
predominantly related to the $3 million Essex Centre loan which
had approximately $715,000 in property protection advances (PPAs)
from a modification while with the special servicer. The loan has
since transferred back to the master servicer; however,
approximately $465,000 in PPAs has been recouped in May and June
2014 and, per the master servicer, the remaining $250,000 will be
recaptured in July 2014. Fitch will not assign or maintain 'AAAsf'
or 'AAsf' ratings for bonds that it believes have a high level of
vulnerability to interest shortfalls and will generally only
consider 'Asf' or 'BBBsf' ratings for bonds that are not expected
to incur interest shortfalls. See 'Criteria for Rating Caps and
Limitations in Global Structured Finance Transactions', dated May
28, 2014, for more details.

Although these classes have high credit enhancement due to
amortization and loan payoffs, several larger loans are
underperforming and may transfer to the special servicer. As
limited upcoming paydown is expected due to many loans' longer
terms, additional interest shortfalls may affect these classes in
the future.

The affirmations are based sufficient credit enhancement to
support the current ratings.

Fitch modeled losses of 15% of the remaining pool, including $13
million (1.2% of the original pool balance) in realized losses to
date. Fitch has designated 11 loans (61.4%) as Fitch Loans of
Concern, which includes three specially serviced assets (14.8%).
As of the June 2014 distribution date, the pool's aggregate
principal balance has been reduced by 88.8% to $119.5 million from
$1.06 billion at issuance. Per the servicer reporting, three loans
(7.3% of the pool) are defeased. Interest shortfalls are currently
affecting classes F through NR. Of the original 128 loans, only 21
remain. Of the non-specially serviced assets, no loans are
scheduled to mature until 2017.

The largest contributor to expected losses is secured by a 102,310
square foot (SF) suburban office property located in Cherry Hill,
NJ (5.6% of the pool). The property experienced cash flow issues
when its largest tenant, Campbell Soup Co. (previously 30% of the
net rentable area [NRA]), vacated at its lease expiration. The
loan transferred to special servicing in January 2013 for imminent
maturity default, followed shortly thereafter by the maturity of
the loan in May 2013 without repayment. The lender completed
foreclosure in September 2013 and the property is now real estate
owned (REO). Occupancy was reported at 28% as of April 2014. The
special servicer is working to lease up the vacant space and
stabilize the property prior to disposition.

The next largest contributor to expected losses is secured by a
231,242 SF suburban office building located in Southfield, MI (5%
of the pool). The loan transferred to special servicing in March
2013 for imminent maturity default, followed shortly thereafter by
the maturity of the loan in May 2013 without repayment. The
servicer had reported that the borrower indicated difficulty in
obtaining take-out financing due to the property's low occupancy,
which was 71% as of September 2013, as well as poor market
conditions for Detroit. The servicer is pursuing foreclosure as
well as evaluating borrower proposals.

Rating Sensitivity

Rating Outlooks on classes C through H are Stable due to
increasing credit enhancement and continued paydown. The Rating
Outlook on class J is Negative as the class may be subject to a
downgrade if there is further deterioration to the pool's cash
flow performance and/or a decrease in value of the specially
serviced loans. Additional downgrades to the distressed classes
(those rated below 'B') are expected as losses are realized.

Fitch downgrades the following classes and removes them from
Rating Watch Negative:

-- $10.4 million class F to 'Asf' from 'AAsf'; assigns Stable
    Outlook;

-- $13 million class G to 'BBBsf' from 'Asf'; assigns Stable
    Outlook.

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

-- $15.6 million class H to 'BBsf' from 'BBBsf'; Outlook to
    Stable from Negative.

Fitch affirms the following classes and assigns Recovery Estimates
(RE) as indicated:

-- $25.9 million class C at 'AAAsf'; Outlook Stable;
-- $11.7 million class D at 'AAAsf'; Outlook Stable;
-- $14.3 million class E at 'AAAsf'; Outlook Stable;
-- $5.2 million class J at 'BBsf'; Outlook Negative;
-- $7.8 million class K at 'CCCsf'; RE 95%;
-- $5.2 million class L at 'CCsf'; RE 0%;
-- $3.9 million class M at 'CCsf'; RE 0%;
-- $1.3 million class N at 'Csf'; RE 0%.

The class A-1, A-2, B and X-2 certificates have paid in full.
Fitch does not rate the class NR, BM-1, BM-2, BM-3, AC-1, AC-2 and
AC-3 certificates. Fitch previously withdrew the rating on the
interest-only class X-1 certificates.


JP MORGAN 2006-LDP8: S&P Affirms B Rating on 2 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP8, a
U.S. commercial mortgage-backed securities (CMBS) transaction.  At
the same time, S&P affirmed its ratings on nine other classes from
the same transaction, including on the class X interest-only (IO)
certificates.

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

S&P raised its ratings on classes A-4, A-SB, and A-1A to reflect
its expectation of the available credit enhancement for these
tranches, which S&P believes is greater than its most recent
estimate of necessary credit enhancement for the respective rating
levels.  The upgrades also reflect S&P's views regarding the
current and future performance of the transaction's collateral and
available liquidity support as well as the significant reduction
in the trust balance.

The affirmations on the principal- and interest-paying
certificates 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.
The affirmations also reflect S&P's analysis of the credit
characteristics and performance of the remaining assets, the
transaction-levelchanges, and the liquidity support available to
the classes.

S&P affirmed its 'AAA (sf)' rating on the class X IO certificates
based on our criteria for rating IO securities.

RATINGS LIST

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP8

                               Rating
Class        Identifier        To               From
A-4          46629MAF2         AAA (sf)         AA- (sf)
A-SB         46629MAG0         AAA (sf)         AA- (sf)
A-1A         46629MAH8         AA+ (sf)         AA- (sf)
X            46629MAJ4         AAA (sf)         AAA (sf)
A-M          46629MAL9         BBB+ (sf)        BBB+ (sf)
A-J          46629MAM7         BB (sf)          BB (sf)
B            46629MAN5         BB- (sf)         BB- (sf)
C            46629MAP0         B+ (sf)          B+ (sf)
D            46629MAQ8         B (sf)           B (sf)
E            46629MAT2         B (sf)           B (sf)
F            46629MAU9         B- (sf)          B- (sf)
G            46629MAV7         CCC+ (sf)        CCC+ (sf)


JP MORGAN 2014-C21: Fitch to Rate Class E Notes 'BBsf'
------------------------------------------------------
Fitch Ratings issued a presale report on J.P. Morgan Chase
Commercial Mortgage Securities Trust's JPMBB 2014-C21 commercial
mortgage pass-through certificates.

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

   -- $35,720,000 class A-1 'AAAsf'; Outlook Stable;
   -- $25,518,000 class A-2 'AAAsf'; Outlook Stable;
   -- $59,360,000 class A-3 'AAAsf'; Outlook Stable;
   -- $325,000,000 class A-4 'AAAsf'; Outlook Stable;
   -- $357,185,000 class A-5 'AAAsf'; Outlook Stable;
   -- $82,529,000 class A-SB 'AAAsf'; Outlook Stable;
   -- $954,872,000a class X-A 'AAAsf'; Outlook Stable;
   -- $90,112,000a class X-B 'AA-sf'; Outlook Stable;
   -- $69,560,000b class A-S 'AAAsf'; Outlook Stable;
   -- $90,112,000b class B 'AA-sf'; Outlook Stable;
   -- $45,846,000b class C 'A-sf'; Outlook Stable;
   -- $205,518,000b class EC 'A-sf'; Outlook Stable;
   -- $25,295,000ac class X-C 'BBsf'; Outlook Stable;
   -- $74,303,000c class D 'BBB-sf'; Outlook Stable;
   -- $25,295,000c class E 'BBsf'; Outlook Stable;
   -- $17,390,000c class F 'Bsf'; Outlook Stable.

(a) Notional amount and interest only.

(b) Class A-S, class B, and class C certificates may be exchanged
for a related amount of class EC certificates, and class EC
certificates may be exchanged for class A-S, class B, and class C
certificates.

(c) Privately placed pursuant to Rule 144A.

The expected ratings are based on information provided by the
issuer as of June 24, 2014.  Fitch does not expect to rate the
$59,912,885 non-rated class, and the $74,302,885 interest-only
class X-D.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 73 loans secured by 84 commercial
properties having an aggregate principal balance of approximately
$1.26 billion as of the cutoff date.  The loans were contributed
to the trust by JPMorgan Chase Bank, National Association;
Barclays Bank PLC; MC-Five Mile Commercial Mortgage Finance LLC;
Starwood Mortgage Funding II LLC; and RAIT Funding, LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 73.6% of the properties
by balance, cash flow analysis on 74.4%, and asset summary reviews
on 74.4% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.13x, a Fitch stressed loan-to-value (LTV) of 108.5%,
and a Fitch debt yield of 9.47%.  Fitch's aggregate net cash flow
represents a variance of 7.3% to issuer cash flows.

KEY RATING DRIVERS

Fitch Leverage: This transaction has higher leverage than other
recent Fitch-rated fixed-rate deals.  The pool's Fitch LTV of
108.5% is higher than the 2013 average of 101.6%.  Excluding the
credit opinion loan, the pool's Fitch LTV is 110.3%.  The pool's
Fitch DSCR of 1.13x is below the 2013 average of 1.29x, although
reflective of higher average mortgage rates.

Pool Concentration: The pool is diverse by loan size and sponsor
as compared to average transactions from 2013, as evidenced by a
loan concentration index (LCI) of 305 and sponsor concentration
index (SCI) of 391.  Also, the 10 largest loans represent 45.5% of
the total pool balance, which is lower than the average 2013 top
10 concentration of 54.5%.

Below-Average Amortization: Three of the top 10 loans are full-
term interest-only.  As such, the pool has a significantly above-
average proportion of interest-only loans (24.3% of the pool
balance versus the 2013 average of 17.1%) and above-average
concentration of partial interest loans (48.1% versus the 2013
average of 34%).  The pool is scheduled to amortize 9.81% prior to
maturity.

Credit Opinion Loan: The third largest loan in the pool, Miami
International Mall (4.7%), has a Fitch credit opinion 'BBB-sf' on
a stand-alone basis.  The loan is collateralized by a super-
regional mall in Miami, FL.  This loan participation is a $60
million, non-controlling pari passu portion of a $160 million
loan.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 6.6% below
the most recent NOI (for properties that a recent NOI was
provided, excluding properties that were stabilizing during this
period).  Unanticipated further declines in property-level NCF
could result in higher defaults and loss severities on defaulted
loans, and could result in potential rating actions on the
certificates.  Fitch evaluated the sensitivity of the ratings
assigned to JPMBB 2014-C21 certificates and found that the
transaction displays average sensitivity to further declines in
NCF.  In a scenario in which NCF declined a further 20% from
Fitch's NCF, a downgrade of the junior 'AAAsf' certificates to 'A-
sf' could result.  In a more severe scenario, in which NCF
declined a further 30% from Fitch's NCF, a downgrade of the junior
'AAAsf' certificates to 'BBBsf' could result.

The master servicer will be Wells Fargo Bank, National
Association, rated 'CMS1-' by Fitch.  The special servicer will be
Midland Loan Services, Inc., rated 'CSS1'.

Criteria Application

Fitch property-level cash flow analysis, modeling assumptions, and
application of Fitch mortgage constants and cap rates were
generally consistent with Fitch Research on 'Criteria for
Analyzing Multiborrower U.S. Commercial Mortgage Transactions,'
dated Aug. 7, 2013.  Updates to the published criteria were
applied as follows:

   -- For non-pari passu full-term IO conduit loans in this
transaction, the FC-DSCR is weighted 33.3% FT-DSCR and 66.7% FK-
DSCR.  In addition, amortization credit has been increased for all
amortizing loans.  This criteria update is based on recent
regression testing which demonstrated a more significant
difference in the performance of amortizing versus interest-only
loans.

   -- The confidence interval for the 'AAAsf' rating category has
been increased from 99.990% to 99.995% and the confidence interval
for the 'AAsf' rating category has been decreased from 99.920% to
99.880%.  This criteria update is based on an examination of
tranche thickness and implied loss coverage multiples as they
compare to other structured finance sectors.

An updated version of the Criteria for Analyzing Multiborrower
U.S. Commercial Mortgage Transactions containing a detailed
description and examples of the updates mentioned above is
anticipated to be published in June 2014.


JP MORGAN 2014-2: Fitch to Rate Class B-4 Certificates 'BBsf'
-------------------------------------------------------------
Fitch Ratings expects to rate J.P. Morgan Mortgage Trust 2014-2 as
follows:

   -- $171,015,000 class 1-A-1 exchangeable certificates 'AAAsf';
      Outlook Stable;

   -- $127,565,000 class 1-A-2 certificates 'AAAsf'; Outlook
      Stable;

   -- $43,450,000 class 1-A-3 exchangeable certificates 'AAAsf';
      Outlook Stable;

   -- $23,700,000 class 1-A-4 certificates 'AAAsf'; Outlook
      Stable;

   -- $19,750,000 class 1-A-5 certificates 'AAAsf'; Outlook
      Stable;

   -- $171,015,000 class 1-A-6 exchangeable certificates 'AAAsf';
      Outlook Stable;

   -- $171,015,000 class 1-X-1 notional certificates 'AAAsf';
      Outlook Stable;

   -- $102,358,000 class 2-A-1 certificates 'AAAsf'; Outlook
      Stable;

   -- $102,358,000 class 2-A-2 exchangeable certificates 'AAAsf';
      Outlook Stable;

   -- $102,358,000 class 2-A-3 exchangeable certificates 'AAAsf';
      Outlook Stable;

   -- $102,358,000 class 2-X-1 notional certificates 'AAAsf';
      Outlook Stable;

   -- $102,358,000 class 2-X-2 notional certificates 'AAAsf';
      Outlook Stable;

   -- $13,517,000 class A-M certificates 'AAAsf'; Outlook Stable;

   -- $7,745,000 class B-1 certificates 'AAsf'; Outlook Stable;

   -- $3,493,000 class B-2 certificates 'Asf'; Outlook Stable;

   -- $2,582,000 class B-3 certificates 'BBBsf'; Outlook Stable;

   -- $1,215,000 class B-4 certificates 'BBsf'; Outlook Stable;

The $1,823,213 class B-5 certificates will not be rated.

KEY RATING DRIVERS

Borrower Concentration Risk: Approximately 12% of the pool
consists of borrowers with more than one mortgage loan, half of
which have more than two mortgage loans in the subject pool.  The
two highest borrower exposures have 10 and 11 loans in the pool
and account for 1% and 1.7%, respectively.  Due to the
considerable borrower exposure, additional deterministic tests
were performed and are reflected in Fitch's expected loss levels.

Exclusive 15-Year Mortgages: The collateral pool consists of 15-
year fixed-rate mortgages (FRMs) to borrowers with very strong
credit profiles, low leverage and substantial liquid reserves.
Third-party loan-level due diligence was performed on 100% of the
pool, and Fitch believes the results of the review generally
indicate strong underwriting controls.  Fitch's probability of
default (PD) for 15-year FRMs is lower than that for loans with
30-year terms to reflect the positive selection associated with
borrowers who select the higher payment, which results in faster
amortization.

High Geographic Concentration: The pool's primary concentration
risk is California, where 49% of the properties are located.  In
addition, 57% of the properties are located in the pool's top five
metropolitan statistical areas (MSA) in California, New York and
Illinois.  The pool has significant regional concentrations, which
resulted in an additional penalty of approximately 16% to the
pool's lifetime default expectation.

Extraordinary Expense Adjustment: Extraordinary expenses will be
taken out of available funds but not accounted for in the
contractual interest owed to the bondholders.  This construct can
result in principal and interest shortfalls to the bonds starting
from the bottom of the capital structure.  To account for this
risk, Fitch adjusted the credit enhancement (CE) upward by 25 bps
for the class A bonds, 20 bps for classes B-1 and B2 and 10 bps
for classes B-3 and B-4.

Nonfull Representation and Warranty Framework: While the
transaction benefits from JPMCB (rated 'A+'/'F1' with a Stable
Outlook by Fitch) and FRB (rated 'A-'/'F1'; Stable Outlook) as
representation and warranty (rep and warranty) providers for
approximately 93% of the pool, Fitch believes the value of the rep
and warranty framework is diluted by the presence of qualifying
and conditional language in conjunction with sunset provisions,
which reduces lender breach liability.  While the agency believes
the high credit quality pool and clean diligence results mitigate
these risks, Fitch considered the weaker framework in its
analysis.

Market Value Decline Sensitivity: Fitch considered further market
value decline (MVD) sensitivities, in addition to those generated
by its sustainable home price (SHP) model.  These scenarios
aligned Fitch's 'Asf' sustainable MVD (sMVD) assumptions with
peak-to-trough MVDs experienced during the housing crisis through
2009.  The sensitivity analysis, which was factored into Fitch's
loss expectations, resulted in applying an sMVD of 16% from 19%.

RATING SENSITIVITIES

After Fitch determines credit ratings through a rating stress
scenario analysis, additional sensitivity analyses are considered.
The analyses provide a defined stress sensitivity to demonstrate
how the ratings would react to steeper MVDs than that assumed at
issuance as well as a defined sensitivity that demonstrates the
stress assumptions required to reduce a rating by one full
category, to non-investment grade, and to CCCsf'.

In its analysis, Fitch considered additional sMVD stress
assumptions to those generated by the SHP model.  These
supplementary scenarios reflected base case sMVDs that aligned
Fitch's 'Asf' sMVD stress assumptions with peak-to-trough MVDs
experienced in the U.S. during the recent financial crisis (2007 -
2009).  The result of this sensitivity analysis was included in
the consideration of the loss expectations for this transaction.
The sensitivity analysis resulted in a base sMVD of 16.1%,
compared with the model projected 18.9%.

Another sensitivity analysis was focused on 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 18.9% for this pool.  The analysis indicates 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 5%, 23% and 42% would potentially reduce the
'AAAsf' rated class down one rating category, to non-investment
grade, and to 'CCCsf', respectively.


LB-UBS COMMERCIAL 2004-C6: Fitch Affirms BB Rating on Cl. F Certs
-----------------------------------------------------------------
Fitch Ratings has upgraded one class, downgraded two classes, and
affirmed 11 classes of LB-UBS Commercial Mortgage Trust commercial
mortgage pass-through certificates, series 2004-C6 (LBUBS 2004-
C6).

Key Rating Drivers

The downgrades to classes D and E are attributable to prior
interest shortfalls as well as the continued risk of interest
shortfalls should additional loans transfer to the special
servicer. The previous interest shortfalls were predominantly
related to the $26.7 million University Park Tech III/IV and
Westchase Commons loan that paid off in March 2014. A special
servicing fee of approximately 1% was collected at payoff causing
interest shortfalls to classes D through H for the first time. The
shortfalls have since been recovered for classes D, E and F. Fitch
will not assign or maintain 'AAAsf' or 'AAsf' ratings for bonds
that it believes have a high level of vulnerability to interest
shortfalls and will generally only consider 'Asf' or 'BBBsf'
ratings for bonds that are not expected to incur interest
shortfalls. See 'Criteria for Rating Caps and Limitations in
Global Structured Finance Transactions', dated May 28, 2014, for
more details.

Although these classes have high credit enhancement due to
amortization and loan payoffs, several larger loans are
underperforming with maturities in 2014 and may transfer to the
special servicer.

The upgrade and affirmations are based on increased credit
enhancement and continued paydown of the underlying collateral
pool.

Fitch modeled losses of 27.5% of the remaining pool, including
$13.3 million (1% of the original pool balance) in realized losses
to date. Fitch has designated 16 loans (73.9%) as Fitch Loans of
Concern, which includes four specially serviced assets (30.1%). As
of the June 2014 distribution date, the pool's aggregate principal
balance has been reduced by 83.7% to $219.4 million from $1.35
billion at issuance. Per the servicer reporting, three loans (9.2%
of the pool) are defeased. Interest shortfalls are currently
affecting classes H through T. Only 29 of the original 94 loans
remain. Of the remaining performing loans, all but 4 loans (6.9%
of the pool) are set to mature in 2014.

The largest contributor to expected losses is the specially-
serviced Northridge Business Park loan (15.3% of the pool), which
is secured by a seven-building office property totaling 471,034
square feet (sf) in Atlanta, GA. The loan had originally
transferred to special servicing in 2009 upon the borrower's
request for a loan modification. The property experienced a
significant decline in performance when the largest tenant,
representing 45% of net rentable area (NRA), vacated in February
2011. The loan became real estate owned (REO) in February 2012.
The property is 50% occupied as of March 2014. The servicer is
actively working to lease and stabilize the property prior to
marketing the property to disposition.

The next largest contributor to expected losses is the specially-
serviced Stockdale Tower loan (9.4%), which is secured by a
176,144 sf office tower located in Bakersfield, CA. The asset
transferred to special servicing in December 2009 for payment
default and became REO in February 2013. The April 2014 rent roll
reported occupancy at 87%. Since becoming REO, several
improvements have been made to lobby and outside area. The
servicer is actively working to lease and stabilize the property
prior to disposition.

Rating Sensitivity

Rating Outlooks on classes A-6 through F are Stable as no
additional rating changes are expected due to increasing credit
enhancement which offsets concerns with concentration and the
potential for maturity defaults. The Rating Outlook on class G is
Negative as the class may be subject to a downgrade if there is
further deterioration to the pool should loans transfer to special
servicing or expected losses increase. Additional downgrades to
the distressed classes (those rated below 'B') are expected as
losses are realized.

Fitch upgrades the following classes as indicated:

-- $13.5 million class B to 'AAAsf' from 'AA+sf'; Outlook Stable.

Fitch downgrades the following classes and removes them from
Rating Watch Negative:

-- $15.1 million class D to 'Asf' from 'AA-sf'; assigns Stable
    Outlook;

-- $13.5 million class E to 'BBBsf' from 'Asf'; assigns Stable
    Outlook.

Fitch affirms the following class and removes it from Rating Watch
Negative:

-- $15.1 million class F at 'BBsf'; assigns Stable Outlook.

Fitch affirms the following classes and assigns Recovery Estimates
(RE) as indicated:

-- $56.7 million class A-6 at 'AAAsf'; Outlook Stable;
-- $11.1 million class A-1A at 'AAAsf'; Outlook Stable;
-- $23.6 million class C at 'AAsf'; Outlook Stable;
-- $11.8 million class G at 'B-sf'; Outlook Negative;
-- $11.8 million class H at 'CCsf'; RE 0%;
-- $8.4 million class J at 'Csf'; RE 0%;
-- $16.8 million class K at 'Csf'; RE 0%;
-- $1.7 million class L at 'Csf'; RE 0%;
-- $6.7 million class M at 'Csf'; RE 0%;
-- $5 million class N at 'Csf'; RE 0%.


LIBERTY CLO: S&P Lowers Rating on Class C Notes to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3, A-4, and B notes from Liberty CLO Ltd. and removed them from
CreditWatch, where they were placed with positive implications on
April 9, 2014.  S&P also lowered its rating on the class C notes
and affirmed its 'AAA (sf)' ratings on the class A-1A, A-1B, A-1C,
and A-2 notes from the same transaction.  Liberty CLO Ltd. is a
collateralized loan obligation transaction that closed in December
2005 and is managed by Highland Capital Management L.P.

The transaction's reinvestment period ended in November 2012, and
the class A-1A, A-1B, A-1C, A-2, A-3, and A-4 (collectively the
class A) notes were all upgraded in August 2013 after the
collective class A-1 notes' pari passu paydowns.  Since the August
2013 rating actions, the class A-1A, A-1B, and A-1C notes have
combined to pay down an additional $143.3 million to reduce their
remaining balances to less than 13% of their original balances.
The upgrades reflect these additional paydowns to the class A-1
notes, which helped create additional support for the class A-3,
A-4, and B notes.  The improvements are also evident in the
increased class A and B overcollateralization ratios since S&P's
August 2013 rating actions.

S&P lowered its rating on the class C notes to reflect the
transaction's exposure to long-dated assets, which subjects it to
potential market value risk as the manager may have to liquidate
these securities when the transaction matures in order to pay down
the notes on their final maturity date.  As of the April 21, 2014,
trustee report, 16.52% of the remaining portfolio balance is
assets maturing after the transaction's legal final maturity.

"Our ratings on the class A-4, B, and C notes were affected by our
applied largest-obligor default test, one of two supplemental
tests we introduced as part of our revised corporate
collateralized debt obligation (CDO) criteria.  We apply the
supplemental tests to address event and model risks that might be
present in rated transactions.  The largest-obligor default test
assesses whether a CDO tranche has sufficient credit enhancement
(excluding excess spread) to withstand specified combinations of
underlying asset defaults, based on the ratings on the underlying
assets, with a flat recovery.  The class C notes fail the largest-
obligor default test at the 'B' rating level, but the final rating
takes into account the cash flow results that suggest a higher
rating," S&P noted.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Liberty CLO Ltd.

                                  Cash flow    Cash flow
         Previous              implied    cushion    Final
Class    rating                rating      (i)       rating
A-1A     AAA (sf)              AAA (sf)    32.27%    AAA (sf)
A-1B     AAA (sf)              AAA (sf)    32.27%    AAA (sf)
A-1C     AAA (sf)              AAA (sf)    32.27%    AAA (sf)
A-2      AAA (sf)              AAA (sf)    32.27%    AAA (sf)
A-3      AA+ (sf)/Watch Pos    AAA (sf)    28.08%    AAA (sf)
A-4      AA (sf)/Watch Pos     AAA (sf)    6.98%     AA+ (sf)
B        BB+ (sf)/Watch Pos    A+ (sf)     4.06%     BBB+ (sf)
C        B+ (sf)               BBB- (sf)   0.84%     B- (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

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

                    Recovery    Corr.       Corr.
        Cash flow   decrease    increase    decrease
        implied     implied     implied     implied    Final
Class   rating      rating       rating     rating     rating
A-1A    AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AAA (sf)
A-1B    AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AAA (sf)
A-1C    AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AAA (sf)
A-2     AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AAA (sf)
A-3     AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AAA (sf)
A-4     AAA (sf)    AAA (sf)     AAA (sf)   AAA (sf)   AA+ (sf)
B       A+ (sf)     A (sf)       A+ (sf)    A+ (sf)    BBB+ (sf)
C       BBB- (sf)   BB+ (sf)     BB+ (sf)   BBB- (sf)   B- (sf)

Corr.-Correlation.

DEFAULT BIASING SENSITIVITY

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

RATINGS LIST

Liberty CLO Ltd.

                     Rating
Class   Identifier   To          From
A-1A    530361AA2    AAA (sf)    AAA (sf)
A-1B    530361AC8    AAA (sf)    AAA (sf)
A-1C    530361AE4    AAA (sf)    AAA (sf)
A-2     530361AG9    AAA (sf)    AAA (sf)
A-3     530361AJ3    AAA (sf)    AA+ (sf)/Watch Pos
A-4     530361AL8    AA+ (sf)    AA (sf)/Watch Pos
B       530361AN4    BBB+ (sf)   BB+ (sf)/Watch Pos
C       530361AQ7    B- (sf)     B+ (sf)


MIDOCEAN CREDIT: S&P Assigns Prelim. BB Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to MidOcean Credit CLO III/MidOcean Credit CLO III LLC's
$473.75 million floating-rate notes.

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

The preliminary ratings are based on information as of June 23,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (not counting excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation criteria.

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

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

   -- The collateral manager's experienced management team.

   -- The transaction's ability to make timely interest and
      ultimate principal payments on the preliminary rated notes,
      which S&P assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2272%-13.8385%.

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

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

PRELIMINARY RATINGS ASSIGNED

MidOcean Credit CLO III/MidOcean Credit CLO III LLC

Class                     Rating                   Amount
A                         AAA (sf)                 312.50
B                         AA (sf)                   62.50
C (deferrable)            A (sf)                    36.25
D (deferrable)            BBB (sf)                  27.50
E (deferrable)            BB (sf)                   23.75
F (deferrable)            B (sf)                    11.25
Income notes              NR                        44.25

NR-Not rated.


MOMENTUM CAPITAL: S&P Affirms 'B+' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 notes from Momentum Capital Fund Ltd., a U.S. cash flow
collateralized loan obligation transaction managed by TCW Asset
Management Co., and removed it from CreditWatch, where S&P placed
it with positive implications on April 9, 2014.  S&P also affirmed
its ratings on the other five classes of notes and removed four of
them from CreditWatch positive.

The transaction exited its reinvestment period in October 2013.
Since S&P's December 2012 rating actions, class A-1 paid down $87
million to 54% of its initial issuance amount.  The senior class
A/B overcollateralization (O/C) ratio increased to 127% in the May
2014 report from 118% in the October 2012 report.  S&P affirmed
its rating on the class A-1 notes and raised its rating on the
class A-2 notes to reflect the increased credit support available
to these classes.

As a result of the paydowns, the remaining portfolio of loans has
become somewhat concentrated.  The top four obligors now represent
more than 11% of the portfolio.  Additionally, the spread and
LIBOR floor levels have decreased notably since S&P's December
2012 review.  S&P affirmed its ratings on the class B, C, D, and E
notes and removed them from CreditWatch positive to reflect the
sufficient credit support available at their current rating
levels.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Momentum Capital Fund Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1    AAA (sf)             AAA (sf)    24.92%       AAA (sf)
A-2    AA+ (sf)/Watch Pos   AAA (sf)    9.42%        AAA (sf)
B      AA+ (sf)/Watch Pos   AA+ (sf)    8.81%        AA+ (sf)
C      A+ (sf)/Watch Pos    A+ (sf)     6.01%        A+ (sf)
D      BBB+ (sf)/Watch Pos  BBB+ (sf)   1.66%        BBB+ (sf)
E      B+ (sf)/Watch Pos    B+ (sf)     4.76%        B+ (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

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

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

DEFAULT BIASING SENSITIVITY

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

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

RATING AND CREDITWATCH ACTIONS

Momentum Capital Fund Ltd.
              Rating
Class     To          From
A-2       AAA (sf)    AA+ (sf)/Watch Pos
B         AA+ (sf)    AA+ (sf)/Watch Pos
C         A+ (sf)     A+ (sf)/Watch Pos
D         BBB+ (sf)   BBB+ (sf)/Watch Pos
E         B+ (sf)     B+ (sf)/Watch Pos

RATING AFFIRMED

Momentum Capital Fund Ltd.

Class         Rating
A-1           AAA (sf)


MORGAN STANLEY 2011-C3: Moody's Affirms B2 Rating on Cl. G Certs
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on twelve
classes of Morgan Stanley Capital I Trust 2011-C3, Commercial
Mortgage Pass-Through Certificates, Series 2011-C3 as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

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

Cl. A-J, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Jul 12, 2013 Affirmed Aa2
(sf)

Cl. C, Affirmed A2 (sf); previously on Jul 12, 2013 Affirmed A2
(sf)

Cl. D, Affirmed Baa1 (sf); previously on Jul 12, 2013 Affirmed
Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Jul 12, 2013 Affirmed
Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Jul 12, 2013 Affirmed Ba2
(sf)

Cl. G, Affirmed B2 (sf); previously on Jul 12, 2013 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Jul 12, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

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

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

Moody's rating action reflects a base expected loss of 2.8% of the
current balance, compared to 2.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.5% of the
original pooled balance, compared to 2.2% at the last review.

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

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

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

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

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

Deal Performance

As of the June 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $1.38 billion
from $1.49 billion at securitization. The certificates are
collateralized by 60 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans constituting 55% of
the pool. Two loans, constituting 12% of the pool, have
investment-grade structured credit assessments.

Four 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.

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

Moody's received full year 2012 operating results for 99% of the
pool, and full or partial year 2013 operating results for 99%.
Moody's weighted average conduit LTV is 85%, compared to 88% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 11% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.67X and 1.24X,
respectively, compared to 1.64X and 1.20X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a structured credit assessment is the Park
City Center Mall ($148.6 million -- 11% of the pool), which is
secured by a 1.2 million square foot (SF) super-regional mall
located in Lancaster, Pennsylvania. The property is also
encumbered by a $42.0 million mezzanine loan. The largest tenants
include JC Penney (20% of the net rentable area (NRA); lease
expiration July 2015), Bon Ton (15% of the NRA; lease expiration
of February 2028), and Sears (13% of the NRA; lease expiration
April 2023). As of January 2014, the total property was 98% leased
with the in-line space 96% leased. Moody's structured credit
assessment and stressed DSCR are baa3 (sca.pd) and 1.45X,
respectively, the same as at last review.

The other loan with a structured credit assessment is the 420 East
72nd Street Coop Loan ($11.0 million -- 1% of the pool), which is
secured by 20 story coop building located in the Lenox Hill
neighborhood of Manhattan. Moody's structured credit assessment is
aaa (sca.pd), the same as at last review.

The top three conduit loans represent 20% of the pool balance. The
largest loan is the Westfield Belden Village Loan ($100 million --
7% of the pool), which is secured by a 419,000 SF regional mall
located 25 miles north of Akron in Canton, Ohio. The loan sponsor
is Westfield. The non collateral anchors are Dillard's, Sears, and
Sears Auto Service Center. The in-line space was 94% leased as of
March 2014. Moody's LTV and stressed DSCR are 78% and 1.25X,
respectively, compared to 76% and 1.21X at the last review.

The second largest loan is the Oxmoor Center Loan ($91.1 million -
- 7% of the pool), which is secured by a 941,000 SF super-regional
mall in the Louisville, Kentucky. The center is anchored by
Macy's, Sears, Von Maur, Dick's Sporting Goods and Old Navy. As of
December 2013, the property was 98% leased with the in-line space
95% leased. Moody's LTV and stressed DSCR are 89% and 1.1X,
respectively, compared to 92% and 1.0X at last review.

The third largest loan is the One BriarLake Plaza Loan ($81.9
million -- 6% of the pool), which is secured by a class A office
building located in Houston, Texas. The property includes a seven
story parking garage. The building is LEED gold certified and
received an Energy Star Award. The loan sponsor is Behringer
Harvard REIT I, Inc. As of January 2014, the property was 97%
leased compared to 91% at last review. Moody's LTV and stressed
DSCR are 78% and 1.32X, respectively, compared to 79% and 1.24X at
last review.


NATIONAL COLLEGIATE: Moody's Takes Actions on 27 Note Classes
-------------------------------------------------------------
Moody's Investors Service upgraded 18 classes, downgraded 5
classes, and confirmed 4 classes of notes in 14 National
Collegiate Student Loan Trust Securitizations backed by private
(i.e. not government-guaranteed) student loans. The loans are
serviced primarily by the Pennsylvania Higher Education Assistance
Agency (PHEAA) with U.S. Bank, N.A. acting as the special
servicer. The administrator for all securitizations is GSS Data
Services, Inc., a wholly owned subsidiary of Goal Structured
Solutions, Inc.

Ratings Rationale

The primary rationale for the upgrades is a continued build-up in
credit enhancement supporting the affected classes as a result of
the substantial pay down of the classes in a sequential-pay
structure. Although the ratios of total assets to total
liabilities have declined to a range of 68%-86% as of April 2014
from a range of 75%-87% as of April 2013, the top-pay senior
classes have benefitted from the rapid deleveraging. Subordination
and overcollateralization supporting the 18 upgraded classes of
notes increased to a range of 38%-93% as of April 2014 from a
range of 36%-90% as of April 2013.

The downgrades of five classes of notes in five securitizations
are due to the performance deterioration of the underlying student
loan pools and the consequent substantial erosion of total parity
levels (the ratios of total assets to total liabilities). To
reflect the elevated delinquencies and defaults in the underlying
collateral pools, Moody's increased its expected net losses on
2006-4, 2007-1, 2007-2, 2007-3 and 2007-4 securitizations to a
range of 45.9%-51.2% from a range of approximately 43.2%-49.6%, of
the original pool balances.

The ratings of the Class A tranches also reflect Moody's view that
the probability of occurrence of an event of default (EOD) is low.
Therefore, the ratings on these tranches continue to reflect
sequential principal payments and the resulting differentiation in
their credit quality. Despite a substantial amount of credit
enhancement supporting the top-pay Class A tranches, the
probability of an EOD, however low, negatively affects their
credit quality and prevents them from achieving a Aaa rating.

The principal methodology used in these ratings was "Moody's
Approach to Rating U.S. Private Student Loan-Backed Securities"
published in January 2010.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

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

Up

Among the factors that could drive the ratings up are a decrease
in basis risk and lower net losses on the underlying assets than
Moody's expects.

Down

Among the factors that could drive the ratings down are an
increase in basis risk and higher net losses on the underlying
assets than Moody's expects.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation (SFW), a cash
flow model developed by Moody's Wall Street Analytics.

The complete rating actions as follow:

Issuer: The National Collegiate Master Student Loan Trust I (2001
Indenture)

Lifetime Expected Net Losses: 25.6% of original pool balance plus
any loans added subsequently

NCT-2003AR-11, Confirmed at B1 (sf); previously on Mar 25, 2014 B1
(sf) Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2004-1

Lifetime Expected Net Losses: 31.0% of original pool balance plus
any loans added subsequently

Cl. A-2, Upgraded to Aa1 (sf); previously on Mar 25, 2014 Upgraded
to A1 (sf) and Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2004-2

Lifetime Expected Net Losses: 33.9% of original pool balance plus
any loans added subsequently

Cl. A-4, Upgraded to Aa1 (sf); previously on Mar 25, 2014 A1 (sf)
Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2005-1

Lifetime Expected Net Losses: 30.1% of original pool balance plus
any loans added subsequently

Cl. A-4, Upgraded to Aa1 (sf); previously on Mar 25, 2014 A1 (sf)
Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2005-2

Lifetime Expected Net Losses: 38.8% of original pool balance plus
any loans added subsequently

Cl. A-3, Upgraded to Aa1 (sf); previously on Mar 25, 2014 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Baa2 (sf); previously on Mar 25, 2014 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2005-3

Lifetime Expected Net Losses: 36.3% of original pool balance plus
any loans added subsequently

Cl. A-3, Upgraded to Aa1 (sf); previously on Mar 25, 2014 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to A1 (sf); previously on Mar 25, 2014 A2 (sf)
Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2006-1

Lifetime Expected Net Losses: 39.0% of original pool balance plus
any loans added subsequently

Cl. A-3, Upgraded to Aa1 (sf); previously on Mar 25, 2014 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Baa1 (sf); previously on Mar 25, 2014 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2006-2

Lifetime Expected Net Losses: 47.7% of original pool balance plus
any loans added subsequently

Cl. A-2, Upgraded to Aa1 (sf); previously on Mar 25, 2014 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to Baa2 (sf); previously on Mar 25, 2014 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2006-3

Lifetime Expected Net Losses: 44.0% of original pool balance plus
any loans added subsequently

Cl. A-3, Upgraded to Aa1 (sf); previously on Mar 25, 2014 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Baa3 (sf); previously on Mar 25, 2014 Ba1
(sf) Placed Under Review for Possible Upgrade

Issuer: National Collegiate Student Loan Trust 2006-4

Lifetime Expected Net Losses: 51.2% of original pool balance plus
any loans added subsequently

Cl. A-2, Upgraded to Aa1 (sf); previously on Mar 25, 2014 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to Baa3 (sf); previously on Mar 25, 2014 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Downgraded to Caa2 (sf); previously on Jun 3, 2013
Downgraded to B1 (sf)

Issuer: National Collegiate Student Loan Trust 2007-1

Lifetime Expected Net Losses: 46.9% of original pool balance plus
any loans added subsequently

Cl. A-2, Upgraded to Aa1 (sf); previously on Mar 25, 2014 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-3, Confirmed at Ba2 (sf); previously on Mar 25, 2014 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Downgraded to Caa3 (sf); previously on Jun 3, 2013
Downgraded to Caa2 (sf)

Issuer: National Collegiate Student Loan Trust 2007-2

Lifetime Expected Net Losses: 50.2% of original pool balance plus
any loans added subsequently

Cl. A-2, Confirmed at A2 (sf); previously on Mar 25, 2014 A2 (sf)
Placed Under Review for Possible Upgrade

Cl. A-3, Confirmed at Baa3 (sf); previously on Mar 25, 2014 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Downgraded to Caa3 (sf); previously on Jun 3, 2013
Downgraded to B1 (sf)

Issuer: National Collegiate Student Loan Trust 2007-3

Lifetime Expected Net Losses: 45.9% of original pool balance plus
any loans added subsequently

Cl. A-2-AR-4, Upgraded to A3 (sf); previously on Mar 25, 2014 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-3-AR-2, Downgraded to Caa3 (sf); previously on Jun 3, 2013
Confirmed at Caa2 (sf)

Issuer: National Collegiate Student Loan Trust 2007-4

Lifetime Expected Net Losses: 46.0% of original pool balance plus
any loans added subsequently

Cl. A-2-AR-4, Upgraded to A3 (sf); previously on Mar 25, 2014 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-3-AR-2, Downgraded to Caa3 (sf); previously on Jun 3, 2013
Upgraded to Caa2 (sf)


NATIONAL COLLEGIATE 2006-1: S&P Cuts Rating on Class B Notes to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes from National Collegiate Student Loan Trust 2006-1 to 'D
(sf)' from 'CC (sf)' because it did not receive its interest
payments on the distribution date.

The series 2006-1 transaction breached its class B note interest
trigger because it failed both its cumulative default rate and
parity tests as of the distribution date.  The cumulative default
rate test failed because the 33.28% cumulative default rate is
above the 33.25% current required threshold.  The parity test
failed because the class A notes' aggregate outstanding balance
exceeded the sum of the collateral balance plus the amount on
deposit in the reserve account.  The aforementioned parity test
was 94.57%.  The increased defaults and decreased parity reflect
how the collateral's continued poor performance has affected this
transaction.

The class B note interest trigger is tested monthly, and the
transaction can cure the breach if it passes the appropriate
performance tests on subsequent distribution dates.  However, S&P
do not believe the class B note interest trigger will be cured in
the foreseeable future and it will continue to breach considering
the underlying private student loan pool's continued adverse
performance trends.  S&P lowered its rating on the class B notes
to 'CC (sf)' on Oct. 17, 2012, because of adverse collateral
performance leading to declines in parity.

The transaction may draw on its reserve account to cover servicer,
trustee, paying agent, and administrator fees, as well as backup
administrator fees and expenses and the class A, B, and C note
interest when no triggers are in effect.  However, when the class
B note interest trigger is in effect, the transaction cannot draw
on the reserve account to cover interest payments to the class B
notes.

S&P will continue to monitor the performance of the student loan
receivables backing this trust relative to its cumulative default
expectations and available credit enhancement.


NEUBERGER BERMAN XVI: S&P Affirms BB- Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Neuberger Berman CLO XVI Ltd./Neuberger Berman CLO XVI LLC's
$522.5 million fixed- and floating-rate notes following the
transaction's effective date as of May 29, 2014.

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

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

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

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

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

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

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

RATINGS AFFIRMED

Neuberger Berman CLO XVI Ltd./Neuberger Berman CLO XVI LLC

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                       4.00
A-1                        AAA (sf)                     275.50
A-2                        AAA (sf)                      60.00
B-1                        AA (sf)                       50.00
B-2                        AA (sf)                       18.75
C-1                        A (sf)                        41.50
C-2                        A (sf)                         1.00
D                          BBB- (sf)                     33.75
E                          BB- (sf)                      25.50
F                          B (sf)                        12.50


PEGASUS 2006-1: Moody's Affirms 'Ba1' Rating on Class A1 Notes
--------------------------------------------------------------
Moody's Investors Service has affirmed the rating on the following
notes issued by Pegasus 2006-1:

Cl. A1, Affirmed Ba1 (sf); previously on Sep 12, 2013 Affirmed Ba1
(sf)

Ratings Rationale

Moody's has affirmed the rating because the key transaction
metrics are commensurate with existing ratings. While WARF and
WARR have deteriorated since last review, the overall credit
metrics forecast for the transaction and current fundings have
resulted in this affirmation. The affirmation is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO Synthetic) transactions.

Pegasus 2006-1 is a static synthetic transaction backed by a
portfolio of credit default swaps referencing 100% commercial
mortgage backed securities (CMBS). The CMBS reference obligations
were securitized in 2005 (76.7%) and 2006 (23.3%).

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the reference obligations
it does not rate. The rating agency modeled a bottom-dollar WARF
of 54, compared to 42 at last review. The current ratings on the
Moody's-rated reference obligations and the assessments of the
non-Moody's rated reference obligations follow: Aaa-Aa3 (73.3%,
same as at last review), A1-A3 (20.0%, same as at last review) and
Baa1-Baa3 (6.7%, same as at last review).

Moody's modeled a WAL of 1.3 years, compared to 2.1 years at last
review.

Moody's modeled a variable WARR of 45.0%, compared to 58.2% at
last review.

Moody's modeled a MAC of 43.1%, compared to 56.2% at last review.

Methodology Underlying the Rating Action:

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

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

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

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the ratings of the reference obligations and credit
assessments Holding all other key parameters static, notching down
or notching up the reference obligations by 1 notch would result
in 1 notch downward (eg. 1 notch downward implies Baa3 to Ba1) and
2 notches upward (eg. 1 notch upward implies Ba1 to Baa3) rating
movement, respectively, for the rated classes.

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


PEGASUS 2007-1: Moody's Affirms 'B2' Rating on Class A1 Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the rating on the following
notes issued by Pegasus 2007-1:

Cl. A1 Notes, Affirmed B2 (sf); previously on Sep 12, 2013
Downgraded to B2 (sf)

Ratings Rationale

Moody's has affirmed the rating because the key transaction
metrics are commensurate with existing ratings. While WARF and
WARR have deteriorated since last review, the overall credit
metrics forecast for the transaction and current fundings have
resulted in this affirmation. The affirmation is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO Synthetic) transactions.

Pegasus 2007-1 is a static synthetic transaction backed by a
portfolio of credit default swaps referencing 100% commercial
mortgage backed securities (CMBS). The CMBS reference obligations
were securitized in 2006 (100.0%).

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the reference obligations
it does not rate. The rating agency modeled a bottom-dollar WARF
of 179, compared to 168 at last review. The current ratings on the
Moody's-rated reference obligations and the assessments of the
non-Moody's rated reference obligations follow: Aaa-Aa3 (53.6%
compared to 57.1% at last review), A1-A3 (17.9% compared to 21.4%
at last review), Baa1-Baa3 (21.4% compared to 14.3% last review)
and Ba1-Ba3 (7.1%, same as at last review).

Moody's modeled a WAL of 2.1 years, compared to 2.9 years at last
review.

Moody's modeled a variable WARR of 24.3%, compared to 51.6% at
last review.

Moody's modeled a MAC of 36.7%, compared to 37.2% at last review.

Methodology Underlying the Rating Action:

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

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

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

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the ratings of the reference obligations and credit
assessments Holding all other key parameters static, notching down
or notching up the reference obligations by 1 notch would result
in 1 notch downward (eg. 1 notch downward implies Baa3 to Ba1) and
1 notch upward (eg. 1 notch upward implies Ba1 to Baa3) rating
movement, respectively, for the rated classes.

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


PHOENIX CLO I: Moody's Affirms Ba3 Rating on $15.5MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Phoenix CLO I, Ltd.:

$39,500,000 Class B Second Priority Deferrable Floating Rate
Notes Due 2018, Upgraded to A2 (sf); previously on August 18, 2011
Upgraded to A3 (sf);

$13,000,000 Class C Third Priority Deferrable Floating Rate Notes
Due 2018, Upgraded to Baa3 (sf); previously on August 18, 2011
Upgraded to Ba1 (sf).

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

$302,000,000 Class A Senior Secured Floating Rate Notes Due 2018
(current outstanding balance of $181,017,493), Affirmed Aaa (sf);
previously on August 18, 2011 Upgraded to Aaa (sf);

$15,500,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due 2018 (current outstanding balance of $13,810,776),
Affirmed Ba3 (sf); previously on August 18, 2011 Upgraded to Ba3
(sf).

Phoenix CLO I, Ltd., issued in October 2006, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans.

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 2013. The Class A
notes have been paid down by approximately 37% or $106.3 million
since September 2013. Based on the trustee's May 2014 report, the
OC ratios for the Class A, Class B, Class C and Class D notes are
reported at 143.84%, 118.08%, 111.50% and 105.28%, respectively,
versus September 2013 levels of 127.35%, 111.96%, 107.67% and
103.47%, respectively.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on the trustee's May 2014 report,
securities that mature after the notes do currently make up
approximately 6.2% of the portfolio, compared with 2.5% in
September 2013. These investments could expose the notes to market
risk in the event of liquidation when the notes mature.

Methodology Used for the Rating Action

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

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

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

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

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

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2185)

Class A: 0

Class B: +3

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3277)

Class A: 0

Class B: -2

Class C: -1

Class D: -1

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $260.4 million, defaulted
par of $9.6 million, a weighted average default probability of
16.29% (implying a WARF of 2731), a weighted average recovery rate
upon default of 50.71%, a diversity score of 46 and a weighted
average spread of 2.99%.

Moody's incorporates the default and recovery properties of the
collateral pool in cash flow model analysis where they are subject
to stresses as a function of the target rating on each CLO
liability reviewed. Moody's derives the default probability from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate for future defaults is based primarily on the seniority of
the assets in the collateral pool. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDO's". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


SAN GABRIEL CLO I: S&P Affirms 'BB' Rating on Class B-2L Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-1LV, A-2L, A-3L, and B-1L notes from San Gabriel CLO I
Ltd., a collateralized loan obligation (CLO) transaction managed
by Apidos Capital Management LLC/CVC Credit Partners.  In
addition, S&P affirmed its rating on the B-2L notes.  At the same
time, S&P removed all the ratings from CreditWatch, where it
placed them with positive implications on April 9, 2014.

San Gabriel CLO I Ltd. ended its reinvestment period in September
2013 and commenced paying down the senior notes with principal
proceeds.  The upgrades are primarily due to delevering in the
transaction.  Since S&P's last rating actions in December 2012,
the pari passu class A-1L and A-1LV notes have paid down over
$102.99 million and are at 65.44% of their original balance.

As a result of the paydowns, the overcollateralization (O/C)
available to support the senior notes has increased.  The trustee
reported a class A-2L O/C ratio of 127.62% in the May 30, 2014,
monthly report, compared with 122.78% in the November 2012 report,
which S&P used for its December 2012 rating actions.

The O/C ratios at the subordinate levels have not increased
significantly.  As of May 30, 2014, the class B-2L O/C ratio was
104.01%, compared with 103.99% in December 2012.

The number of defaulted assets in the transaction has slightly
increased.  As of the May 2014 trustee report, about 1.8% of the
performing par was in defaulted assets, up from 1.4% in December
2012.

The affirmation reflects class B-2L's sufficient credit support
available at the 'BB (sf)' level.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

San Gabriel CLO I Ltd.

                            Cash flow
       Previous             implied     Cash flow   Final
Class  rating               rating      cushion(i)  rating
A-1L   AA+ (sf)/Watch Pos   AAA (sf)    9.99%       AAA (sf)
A-1LV  AA+ (sf)/Watch Pos   AAA (sf)    9.99%       AAA (sf)
A-2L   AA (sf)/Watch Pos    AA+ (sf)    1.29%       AA+ (sf)
A-3L   A (sf)/Watch Pos     AA- (sf)    0.56%       AA- (sf)
B-1L   BBB (sf)/Watch Pos   BBB+ (sf)   1.27%       BBB+ (sf)
B-2L   BB (sf)/Watch Pos    B+ (sf)     6.30%       BB (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

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

                  Recovery   Correlation  Correlation
       Cash flow  decrease   increase     decrease
       implied    implied    implied      implied    Final
Class  rating     rating     rating       rating     rating
A-1L   AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)   AAA (sf)
A-1LV  AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)   AAA (sf)
A-2L   AA+ (sf)   AA+ (sf)   AA+ (sf)     AA+ (sf)   AA+ (sf)
A-3L   AA- (sf)   A+ (sf)    A+ (sf)      AA- (sf)   AA- (sf)
B-1L   BBB+ (sf)  BBB- (sf)  BBB (sf)     BBB+ (sf)  BBB+ (sf)
B-2L   B+ (sf)    B+ (sf)    B+ (sf)      B+ (sf)    BB (sf)

DEFAULT BIASING SENSITIVITY

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

                    Spread        Recovery
       Cash flow    compression   compression
       implied      implied       implied       Final
Class  rating       rating        rating        rating
A-1L   AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
A-1LV  AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
A-2L   AA+ (sf)     AA+ (sf)      A+ (sf)       AA+ (sf)
A-3L   AA- (sf)     A+ (sf)       BBB+ (sf)     AA- (sf)
B-1L   BBB+ (sf)    BBB- (sf)     B+ (sf)       BBB+ (sf)
B-2L   B+ (sf)      B+ (sf        CC (sf)       BB (sf)

RATING AND CREDITWATCH ACTIONS

San Gabriel CLO I Ltd.

                    Rating
Class        To                From
A-1L         AAA (sf)          AA+ (sf)/Watch Pos
A-1LV        AAA (sf)          AA+ (sf)/Watch Pos
A-2L         AA+ (sf)          AA (sf)/Watch Pos
A-3L         AA- (sf)          A (sf)/Watch Pos
B-1L         BBB+ (sf)         BBB (sf)/Watch Pos
B-2L         BB (sf)           BB (sf)/Watch Pos

TRANSACTION INFORMATION

Issuer:                 San Gabriel CLO I Ltd.
Co-issuer:              San Gabriel CLO I Corp.
Collateral manager:     Apidos Capital Management LLC/CVC Credit
                        Partners
Transaction type:       Cash flow CLO
Indenture trustee:      Citibank N.A.

CLO-Collateralized loan obligation.


SANDELMAN REALTY: Fitch Affirms 'CCCsf' Rating on Class E Notes
---------------------------------------------------------------
Fitch Ratings has affirmed three classes of Sandelman Realty CRE
CDO I, LTD (Sandelman Realty CRE CDO I).  Fitch's performance
expectation incorporates prospective views regarding commercial
real estate market value and cash flow declines.  A detailed list
of rating actions follows at the end of this release.

KEY RATING DRIVERS

Since the last rating action, the CDO has continued to effectively
liquidate and, as of the May 2014 trustee report, only one asset
remains - a 22% interest in the REO Sawgrass Marriott Golf Resort
& Spa, a full service hotel located in Ponte Vedra Beach, FL.  The
property consists of 348 guest rooms, multiple restaurants, 160
golf villas, and a beach club.  Ownership recently completed
approximately $18 million in renovation work and are reportedly
marketing the property for sale.  A substantial loss is modeled in
the base case scenario.

Since the last rating action, total pay down has been
approximately $12 million primarily from the discounted sale of
two assets.  Classes C and D have paid in full and class E is the
senior-most class, requiring timely payment of interest.  As of
the May 2014 payment date, there was no available interest or
principal proceeds to pay the interest on the notes, and as a
result, class E missed its May 23, 2014 interest payment.
However, according to the Trustee, the noteholders have waived the
Event of Default.  The waiver is revocable at any time.  While
class E is expected to receive full principal recovery, the
affirmation at 'CCCsf' reflects the uncertainty that the waiver
will continue until the class is fully redeemed.

In December 2011, asset management responsibilities were
transferred to Petra Capital Management, LLC.

RATING SENSITIVITIES

The classes are subject to downgrade should further losses be
realized.

Fitch affirms the following ratings:

   -- $8.5 million class E at 'CCCsf'; RE 100%.
   -- $13 million class F at 'Csf'; RE 90%;
   -- $6.7 million class G at 'Csf'; RE 0%.

Classes A-1 through D and S have paid in full.


SHASTA CLO I: S&P Affirms 'BB' Rating on Class B-2L Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-1LV, A-2L, A-3L, and B-1L notes from Shasta CLO I Ltd., a
collateralized loan obligation (CLO) transaction managed by Apidos
Capital Management LLC/CVC Credit Partners.  At the same time, S&P
affirmed its rating on the class B-2L notes.  Additionally, S&P
removed all of the ratings from CreditWatch, where it placed them
with positive implications on April 9, 2014.

Shasta CLO I Ltd.'s reinvestment period ended in October 2013 and
all principal proceeds were used to pay down the senior notes,
which resulted in the upgrades.  Since S&P's February 2012 rating
actions, the pari passu classes of notes, classes A-1L and A-1LV,
have paid down by more than $69.13 million total, leaving them at
76.54% of their original balance.

As a result of the paydowns, the overcollateralization (O/C)
available to support the rated notes has increased.  The trustee
reported the following O/C ratios in its May 9, 2014, report:

   -- Class A-2L's O/C ratio is 128.02% compared with 123.62% in
      the January 2012 report, which S&P used for its February
      2012 rating actions;

   -- Class A-3L's O/C ratio is 117.77%, compared with 115.46% in
      January 2012;

   -- Class B-1L's O/C ratio is 111.59%, compared with 110.42% in
      January 2012; and

   -- Class B-2L's O/C ratio is 106.03%, compared with 105.80% in
      January 2012.

As of the May 2014 trustee report, the transaction held $6.75
million in assets considered defaulted, compared with $6.58
million in February 2012.

The affirmation reflects the sufficient credit support available
at the 'BB (sf)' rating level for the class B-2L notes.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Shasta CLO I Ltd.

                            Cash flow
       Previous             implied     Cash flow   Final
Class  rating               rating      cushion(i)  rating
A-1L   AA+ (sf)/Watch Pos   AAA (sf)    8.34%       AAA (sf)
A-1LV  AA+ (sf)/Watch Pos   AAA (sf)    8.34%       AAA (sf)
A-2L   AA (sf)/Watch Pos    AA+ (sf)    8.27%       AA+ (sf)
A-3L   A (sf)/Watch Pos     A+ (sf)     5.89%       A+ (sf)
B-1L   BBB (sf)/Watch Pos   BBB+ (sf)   3.47%       BBB+ (sf)
B-2L   BB (sf)/Watch Pos    BB- (sf)    0.64%       BB (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

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

                  Recovery   Correlation  Correlation
       Cash flow  decrease   increase     decrease
       implied    implied    implied      implied    Final
Class  rating     rating     rating       rating     rating
A-1L   AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)   AAA (sf)
A-1LV  AAA (sf)   AAA (sf)   AAA (sf)     AAA (sf)   AAA (sf)
A-2L   AA+ (sf)   AA+ (sf)   AA+ (sf)     AA+ (sf)   AA+ (sf)
A-3L   A+ (sf)    A+ (sf)    A+ (sf)      A+ (sf)    A+ (sf)
B-1L   BBB+ (sf)  BBB+ (sf)  BBB+ (sf)    BBB+ (sf)  BBB+ (sf)
B-2L   BB- (sf)   B+ (sf)    BB- (sf)     BB- (sf)   BB (sf)

DEFAULT BIASING SENSITIVITY

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

                    Spread        Recovery
       Cash flow    compression   compression
       implied      implied       implied       Final
Class  rating       rating        rating        rating
A-1L   AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
A-1LV  AAA (sf)     AAA (sf)      AA+ (sf)      AAA (sf)
A-2L   AA+ (sf)     AA+ (sf)      AA- (sf)      AA+ (sf)
A-3L   A+ (sf)      A+ (sf)       BBB+ (sf      A+ (sf)
B-1L   BBB+ (sf)    BBB+ (sf)     BB (sf)       BBB+ (sf)
B-2L   BB- (sf)     B+ (sf)       CCC (sf)      BB (sf)

RATING AND CREDITWATCH ACTIONS

Shasta CLO I Ltd.

                    Rating
Class        To                From
A-1L         AAA (sf)          AA+ (sf)/Watch Pos
A-1LV        AAA (sf)          AA+ (sf)/Watch Pos
A-2L         AA+ (sf)          AA (sf)/Watch Pos
A-3L         A+ (sf)           A (sf)/Watch Pos
B-1L         BBB+ (sf)         BBB (sf)/Watch Pos
B-2L         BB (sf)           BB (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:                 Shasta CLO I Ltd.
Co-issuer:              Shasta CLO I Corp.
Collateral manager:     Apidos Capital Management LLC/CVC Credit
Partners
Transaction type:       Cash flow CLO
Indenture trustee:      The Bank of New York Mellon


STONE TOWER CDO: Moody's Hikes $21MM Cl. A-2l Notes' Rating to B2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on notes issued
by Stone Tower CDO II LTD.:

$45,000,000 Class A-1LB Floating Rate Notes Due November 2040
(current outstanding balance of $12,380,279), Upgraded to A2 (sf);
previously on August 2, 2013 Upgraded to A3 (sf)

$21,000,000 Class A-2L Floating Rate Notes Due November 2040
(current outstanding balance of $22,059,306), Upgraded to B2 (sf);
previously on August 2, 2013 Upgraded to Caa1 (sf)

Stone Tower CDO II LTD., issued in October 2005, is a
collateralized debt obligation backed primarily by a portfolio of
CLOs, originated in 2005 to 2007.

Ratings Rationale

These rating actions are due primarily to the deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since the last rating action in August
2013. The Class A-1LB notes have paid down by approximately 59%,
or $17.4 million, since August 2013. Based on Moody's calculation,
the implied Class A-1LB and Class A-2L overcollateralization
ratios are currently at 314.6% and 113.1%, respectively, versus
August 2013 levels of 183.1% and 105.5% respectively.

The deal has also benefited from an improvement in the credit
quality of the underlying portfolio since the last rating action.
Based on the trustee's May 2014 report, the weighted average
rating factor is currently 936, compared to 1318 in August 2013.

The trustee reported that, on July 27, 2009, the transaction
experienced an "Event of Default" when the Class A notes'
overcollateralization ratio failed, having declined below 95%, the
minimum required under the 12 October 2005 indenture. Holders of
at least 66 2/3 % of the controlling class have directed the
trustee to declare the notes immediately due and payable. The
Event of Default continues. As a result of the acceleration, the
notes are currently being paid down sequentially and the Class A-
2L Notes, Class A-3L Notes, and Class B-1L Notes continue to defer
interest. Moody's notes that the rating of class A-1LB reflects
the low risk of liquidation of the collateral under the Event of
Default because of the unanimous voting requirement to liquidate.

Methodology Underlying the Rating Action

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

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

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

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

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

3) Recovery of defaulted assets: The amount of recoveries received
from defaulted assets reported by the trustee and those that
Moody's assumes as having defaulted as well as the timing of these
recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming no recoveries, and therefore,
realization of any recoveries in the future would positively
impact the notes' ratings.

4) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, especially if they jump to default. Because of the
deal's lack of granularity, Moody's supplemented its analysis with
a individual scenario analysis.


TALMAGE STRUCTURED 2006-3: Fitch Affirms CCC Rating on Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed four classes of
Talmage Structured Real Estate Funding 2006-3 Ltd./LLC (Talmage
2006-3) reflecting an increase in credit enhancement due to
principal paydown and improved recovery prospects since Fitch's
last rating action.  Fitch's base case loss expectation is
currently 43.7% for the remaining assets.  Fitch's performance
expectation incorporates prospective views regarding commercial
real estate market value and cash flow declines.  A detailed list
of rating actions follows at the end of this release.

KEY RATING DRIVERS

Since Fitch's last rating action and as of the May 2014 trustee
report, the transaction has amortized by $19.4 million due to
repayment in full of two CMBS bonds and amortization and recovery
of deferred interest on other underlying collateral.  While the
transaction is considered concentrated with only nine obligors,
recovery prospects have improved since the last rating action,
primarily due to the upgrade of underlying cusip collateral and
the anticipated near term repayment of a CMBS position and related
B-note.

Talmage 2006-3 is collateralized by commercial real estate (CRE)
debt of which approximately 34.1% is subordinate debt or non-
senior tranches from structured finance transactions.  Fitch
expects significant losses upon default for the subordinate
positions, since they are generally highly leveraged.  Two loans
(15.3%) are currently defaulted and two loans (41.1%) are
considered Fitch Loans of Concern.  Fitch has modeled significant
losses on the defaulted assets and loans of concern in the 'B'
stress.

Talmage 2006-3 is a CRE collateralized debt obligation (CDO)
managed by Talmage, LLC with approximately $132 million of
collateral.  The transaction had a five-year reinvestment period
that ended in August 2011.

As of the May 2014 trustee report and per Fitch categorizations,
the CDO was substantially invested as follows: CRE subordinate
debt (30.3%), A-notes/whole loans (41.1%), CMBS and CRE CDOs
(28.6%).  In general, Fitch treats non-senior, single-borrower
CMBS as CRE B-notes.

All overcollateralization (OC) and interest coverage (IC) tests
are passing, as of the May 2014 trustee report.  The swap
terminated with the Aug. 25, 2012 payment date.

Under Fitch's methodology, approximately 64% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  Fitch modeled recoveries of 31.7%.

The largest component of Fitch's base case loss expectation is a
highly leveraged whole loan (30.2%) on a full-service hotel
located one block east of Chicago's Magnificent Mile.  The hotel's
most recently reported trailing 12-month net cash flow has
decreased significantly from the prior year's cash flow, but
remains sufficient to cover its debt service payments, given
historically low LIBOR.  The loan remains overleveraged and Fitch
modeled a term default and a substantial loss in its base case
scenario.

The second largest component of Fitch's base case loss expectation
is an A-note (14.1%) secured by an undeveloped land parcel in
Orlando, FL.  Fitch modeled a term default in its base case
scenario with a substantial modeled loss.

The third largest component of Fitch's base case loss expectation
is the expected loss assigned to the CRE CDO collateral (18% of
the pool).

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio (DSCR) tests to project future default
levels for the underlying portfolio.  Recoveries are based on
stressed cash flows and Fitch's long-term capitalization rates.
The credit enhancement to class C and D was then compared to the
modeled expected losses.  Additional sensitivity was performed to
analyze the reliance on collateral needed to perform for repayment
of the notes with additional consideration given to a CMBS class
and B-note that are anticipated to repay in full in the near term.
In consideration of the high concentration of the pool, the credit
enhancement was determined to be consistent with the ratings
assigned below.  Based on prior modeling results, no material
impact was anticipated from cash flow modeling the transaction.
The Rating Outlooks for classes C through D are Stable, reflecting
the current credit enhancement to the senior notes.

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

RATING SENSITIVITIES

The Rating Outlooks on classes C and D are Stable, reflecting the
adequacy of credit enhancement relative to potential further
negative credit migration.  The junior classes are subject to
downgrade as losses are realized or if realized losses exceed
Fitch's expectations.

Fitch has upgraded the following class as indicated:

   -- $24 million class D upgraded to 'BBBsf' from 'Bsf'; Outlook
      Stable.

Fitch has affirmed the following classes and revised the recovery
estimate as indicated:

   -- $15.8 million class C affirmed at 'Asf'; Outlook Stable;

   -- $28 million class E affirmed at 'CCCsf'; Recovery Estimate
      revised to RE100%;

   -- $18 million class F affirmed at 'CCsf'; Recovery Estimate
      revised to RE35%;

   -- $20 million class G affirmed at 'CCsf'; RE0%.

Class S, A-1, A-2 and B have paid in full.


TALMAGE STRUCTURED 2006-4: Fitch Hikes Class B Notes Rating to BB
-----------------------------------------------------------------
Fitch Ratings has upgraded three and affirmed five classes of
Talmage Structured Real Estate Funding 2006-4 Ltd./LLC (Talmage
2006-4) reflecting an increase in credit enhancement due to
principal paydown and improved recovery prospects since Fitch's
last rating action.

Fitch's base case loss expectation is currently 47.3% for the
remaining assets.  Fitch's performance expectation incorporates
prospective views regarding commercial real estate (CRE) market
value and cash flow declines.  A detailed list of rating actions
follows at the end of this release.

KEY RATING DRIVERS

Since Fitch's last rating action and as of the May 2014 trustee
report, the liabilities have amortized by an additional $59.7
million primarily due to the repayment in full of two loans, the
amortization of several other loans, and through interest
diversion.  While the transaction is considered concentrated with
only eight obligors, recovery prospects have improved since the
last rating action, primarily due to the upgrade of underlying
collateral and the anticipated near-term repayment of a CMBS
position and related B-note.

Talmage 2006-4 is concentrated with eight obligors of CRE debt of
which approximately 75.9% is subordinate debt or subordinate
tranches of structured finance transactions.  Fitch expects
significant losses upon default for the subordinate positions
since they are generally highly leveraged.  Loan positions from
two obligors (45.5%) are currently defaulted and one loan (5.1%)
is considered a Fitch Loan of Concern.  Fitch expects significant
losses on the defaulted assets and loan of concern.

Talmage 2006-4 is a CRE collateralized debt obligation (CDO)
managed by Talmage, LLC, which is under collateralized with
approximately $193 million of collateral.  The transaction had a
five-year reinvestment period that ended in February 2012.

As of the May 2014 trustee report and per Fitch categorizations,
the CDO was substantially invested as follows: CRE subordinate B-
notes/mezzanine loans (34.7%), A-notes/whole loans (24.1%), CMBS
and CRE CDOs (41.2%).  In general, Fitch treats non-senior,
single-borrower CMBS as CRE B-notes.

The class C/D/E and F/G/H overcollateralization (OC) tests are
failing, as of the May 2014 trustee report.  As a result, all
interest proceeds remaining after the payment of the class E
interest are being redirected to redeem class A-1.

Under Fitch's updated methodology, approximately 62.1% of the
portfolio is modeled to default in the base case stress scenario,
defined as the 'B' stress.  Fitch modeled recoveries of 23.8%.

The largest component of Fitch's base case loss expectation is the
expected loss on three B-notes (17.2%) secured by a portfolio of
three hotel/gaming properties that have experienced significant
declines in performance.  Fitch modeled a term default in its base
case scenario with a full loss on the subordinate positions.

The second largest component of Fitch's base case loss expectation
is the expected loss assigned to the CRE CDO collateral (25.7%).

The third largest component of Fitch's base case loss expectation
is an A-note (18.9%) secured by an undeveloped land parcel in
Orlando, FL.  Fitch modeled a term default in its base case
scenario with a substantial modeled loss.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio (DSCR) tests to project future default
levels for the underlying portfolio.  Recoveries are based on
stressed cash flows and Fitch's long-term capitalization rates.
The credit enhancement to class A-2 through C was then compared to
the modeled expected losses.

Additional sensitivity was performed to analyze the reliance on
collateral needed to perform for repayment of the notes with
additional consideration given to a CMBS class and B-note that are
anticipated to repay in full in the near term.  In consideration
of the high concentration of the pool, the credit enhancement was
determined to be consistent with the ratings assigned below.
Based on prior modeling results, no material impact was
anticipated from cash flow modeling the transaction.

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

RATING SENSITIVITIES

The Rating Outlooks reflect the adequacy of credit enhancement to
the classes relative to potential further negative credit
migration.  The junior classes are subject to downgrade as losses
are realized or if realized losses exceed Fitch's expectations.

Fitch has upgraded the ratings and revised Rating Outlooks on the
following classes as indicated:

   -- $34.8 million class A-2 to 'Asf' from 'Bsf'; Outlook Stable;
   -- $42 million class B to 'BBsf' from 'Bsf'; Outlook to Stable;
   -- $25.8 million class C to 'Bsf' from 'CCCsf'; Outlook Stable.

Fitch has affirmed the ratings on the following classes as
indicated:

   -- $13.8 million class D at 'CCCsf'; 'RE 100%;
   -- $13.7 million class E at 'CCCsf'; 'RE 100%';
   -- $13.9 million class F at 'CCsf'; 'RE 15%';
   -- $15.3 million class G at 'Csf'; 'RE 0%';
   -- $11.1 million class H at 'Csf'; 'RE 0%'.

Classes A-1 and S have paid in full.


TIMBERSTAR TRUST: S&P Puts Class F Notes' BB Rating on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A, B, C, D, E, and F notes from TimberStar Trust I's $800 million
commercial mortgage pass-through certificates series 2006-1 on
CreditWatch with negative implications following the application
of our imputed promises criteria.

TimberStar Trust I is an asset-backed securities transaction
backed by 800,000 acres of timberlands in Arkansas, Louisiana, and
Texas.  The timber is mostly Southern Yellow Pine and is sold as
pulpwood, chip and saw, saw timber, biomass, and pole products.  A
lesser amount of hardwood timber also grows on the property.  The
transaction receives cash flow from the sale of harvested timber,
the sale of higher-and-better-use land, land lease payments, and
easement payments derived from the extraction of Haynesville Shale
natural gas from its land.  Hancock Natural Resources Group
manages all of the standing timber owned by the issuer.

TimberStar Trust I pays each class of notes contingent additional
interest at a rate of 5.0% following a failure to pay the notes in
full on the expected repayment date (October 2016) or upon
acceleration following an event of default.  In S&P's rating of
the notes, contingent additional interest was considered outside
the scope of the ratable promise based on the applicable criteria.
Based on the imputed promises criteria, S&P's ratings will now
incorporate the contingent additional interest distribution
amounts as part of the credit-based and measurable promise,
provided the failure to pay those amounts will lead to an event of
default.  S&P determined that these payments do not constitute
"supplemental payments" or the like that can be excluded from the
ratable promise.

With the application of the imputed promises criteria, S&P placed
the ratings listed below on CreditWatch with negative
implications.  S&P intends to resolve these CreditWatch placements
within the next three months.  S&P expects that the rating changes
could include multicategory movements, as the contingent
additional interest on the transaction (as currently structured)
is paid following the full principal payments on the lowest-rated
classes.  This could result in downgrades for all of the rated
classes in the transaction.

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

RATINGS PLACED ON CREDITWATCH NEGATIVE

TimberStar Trust I
$800 million commercial mortgage pass-through certificates
series 2006-1

                     Rating
Class       To                    From

A           AAA (sf)/Watch Neg    AAA (sf)
B           AA (sf)/Watch Neg     AA (sf)
C           A (sf)/Watch Neg      A (sf)
D           BBB (sf)/Watch Neg    BBB (sf)
E           BBB- (sf)/Watch Neg   BBB- (sf)
F           BB (sf)/Watch Neg     BB (sf)


WELLS FARGO 2012-C8: Fitch Affirms 'Bsf' Rating on Class G Notes
----------------------------------------------------------------
Fitch Ratings has affirmed 15 classes of Wells Fargo Bank,
National Association WFRBS Commercial Mortgage Trust 2012-C8
commercial mortgage pass-through certificates (WFRBS 2012-C8).

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool.  Fitch has not designated any loans as
Fitch Loans of Concern, and no loans are delinquent or in special
servicing.  According to the master servicer reporting, one loan
(0.6%) is on the watchlist due to a slight decline in both
occupancy and the debt service coverage ratio (DSCR).

As of the June 2014 distribution date, the pool's aggregate
principal balance has been reduced by 1.7% to $1.28 billion from
$1.3 billion at issuance.  No loans are defeased.

The largest loan of the pool (11.7%) is secured by a 1.1 million
square foot (sf) office building located two blocks from City Hall
and the World Trade Center site in downtown Manhattan.  The
property was constructed in 1958 and has undergone approximately
$22 million in renovations and updates since 2005.  Major tenants
include the City of New York, HF Management Services and the State
of New York.  As of year-end (YE) 2013, the property was 86%
occupied.  And the DSCR was reported to be 1.54x at YE 2013.

The second largest loan (8%) is collateralized by a mix of 20
single-tenant industrial and office properties located in 12
different states.  The portfolio consists of 17 industrial
properties and two flex/lab buildings occupied by 12 unique
tenants, eight of which are headquartered at their respective
facilities.  The portfolio was 100% occupied as of YE 2013.  The
DSCR was reported to be 2.94x at YE 2013

Fitch is currently monitoring the performance of the Plaza on
Richmond loan (3.4%) which is secured by a 193,636 sf retail
property located in Houston, TX in the heart of the
Galleria/Uptown submarket.  The subject property is anchored by a
24- Hour Fitness with other major tenants consisting of T.J. Maxx,
Office Depot and Golf Galaxy.  The Office Depot lease expires
Aug. 31, 2014, and Fitch will continue to monitor the lease
renewal and performance of the asset.  As of YE 2013, occupancy
was reported at 86% and the DSCR was 1.69x.

RATING SENSITIVITY

Rating Outlooks on classes A-1 through G remain Stable due to
increasing credit enhancement and continued paydown.  No rating
actions are expected unless there are material changes to property
occupancies or cash flows, increased delinquencies, or loans
transferred to special servicing.  The pool has maintained
performance consistent with issuance.

Fitch affirms the following classes:

   -- $74.4 million class A-1 at 'AAAsf', Outlook Stable;
   -- $187.7 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;
   -- $113.8 million class A-S at 'AAAsf', Outlook Stable;
   -- $1,001.9 million class X-A at 'AAAsf', Outlook Stable;
   -- $66.7 million class X-B at 'AAsf', Outlook Stable;
   -- $66.7 million class 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.

Fitch does not rate the class H certificates.

Wells Fargo Bank, N.A. is the swap counterparty for the floating
rate class A-FL.  In the event 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 are 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 fixed rate class A-FX.


WELLS FARGO 2013-LC12: Fitch Affirms BB Rating on Class E Notes
---------------------------------------------------------------
Fitch Ratings has affirmed 15 classes of Wells Fargo Commercial
Mortgage Trust 2013-LC12 certificates due to stable performance
since issuance.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool.  As of the June distribution, the
pool's aggregate principal balance has been paid down by 0.7% to
$1.40 billion from $1.41 billion at issuance.  Based on the
annualized 2013 reported net operating income (NOI) of the 56.6%
of the pool that reported, the pool's overall NOI is flat since
issuance.

There are currently no delinquent or specially serviced loans and
four loans on the servicer watchlist.  Two of the properties are
encountering occupancy issues that were anticipated at issuance
and represent minimal asset risk.  Two additional loans (6.9%) are
Fitch loans of concern.

The largest Fitch loan of concern, Carolina Place (6.4% of the
pool), is a 1,158,558 square foot regional mall located 10 miles
southwest of the Charlotte CBD.  The loan is sponsored by a joint
venture between General Growth Properties and the New York State
Common Retirement Fund.  The mall has undergone two rounds of
redevelopment in less than 10 years and is the dominant property
in the South Charlotte/North Rock Hill trade area.  A newly
constructed property by Simon Properties and Taubman, Carolina
Premium Outlets, is expected to open at the end of the July 2014.
This property is located only 10 miles from the subject on a site
that is in close proximity to Interstate 485 and 77.  A number of
Carolina Place's inline tenants are opening stores at this new
center which has the potential to cannibalize sales at the
subject.  Fitch anticipates that the opening of the center could
have a negative impact on Carolina Place's sales, but the strong
economic growth of the area and the center's dominant position
could mute a significant decline in retail sales activity.

The second Fitch loan of concern is the Inland Family
Dollar/Dollar General Portfolio (0.5%), a 10 property portfolio of
single tenant retail buildings located in secondary markets of
Texas, Wisconsin, and Ohio.  The retail buildings were built in
2012 and represent some of the newest locations for the companies.
The Family Dollar intends to close 370 underperforming stores and
the sponsor has not received notification if any portfolio
locations are on their list.

The largest loan in the pool (7.4%) is secured by a portfolio of
13 suburban office properties, Innsbrook Office Portfolio, located
in Richmond, VA metropolitan statistical area (MSA), 20 miles
northwest of the central business district.  The portfolio's rent
roll is diversified with 96 unique tenants.  The largest tenant,
Capital One Services LLC, occupies 13.6% of the portfolio's net
rentable area and has an upcoming lease expiration in 2016.  A
competing mixed-use development is currently under construction
one mile north of the subject portfolio and could potentially
start to compete for tenants upon its 2015 completion.  However,
the portfolio has maintained an average occupancy of 93.2% for the
past decade which exceeds the 10 year submarket vacancy rate of
11%.

RATINGS SENSITIVITY

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

Fitch affirms the following classes:

   -- $120.8 million class A-1 'AAAsf'; Outlook Stable;
   -- $80.0 million class A-2 'AAAsf'; Outlook Stable;
   -- $160.0 million class A-3 'AAAsf'; Outlook Stable;
   -- $363.1 million class A-4 'AAAsf'; Outlook Stable;
   -- $149.9 million class A-SB 'AAAsf'; Outlook Stable;
   -- $103.0#a million class A-3FL 'AAAsf'; Outlook Stable;
   -- $0.0a million class A-3FX 'AAAsf'; Outlook Stable;
   -- $116.3b million class A-S 'AAAsf'; Outlook Stable;
   -- $88.1b million class B 'AA-sf'; Outlook Stable;
   -- $56.4b million class C 'A-sf'; Outlook Stable;
   -- $260.7b million class PEX 'A-sf'; Outlook Stable;
   -- $976.8* million class X-A 'AAAsf'; Outlook Stable;
   -- $66.9a million class D 'BBB-sf'; Outlook Stable;
   -- $28.2a million class E 'BBsf'; Outlook Stable;
   -- $14.1a million class F 'Bsf'; Outlook Stable.

Fitch does not rate class G or the interest-only class X-B. Fitch
previously withdrew the ratings on class A-5.

# Floating rate.
* Notional amount and interest-only.
a Privately placed pursuant to Rule 144A.
b 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.


WHITEHORSE III: S&P Raises Rating on Class B-2L Notes From BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3L, B-1L, and B-2L notes from WhiteHorse III Ltd., a U.S.
collateralized loan obligation (CLO) managed by WhiteHorse Capital
Partners L.P.  S&P affirmed its 'AAA (sf)' ratings on the class A-
1L and A-2L notes.  At the same time, S&P removed its ratings on
the class A-3L and B-1L notes from CreditWatch with positive
implications, where they were placed on April 9, 2014.

The upgrades reflect paydowns to the class A-1L notes since S&P's
August 2013 rating actions.  The affirmed ratings reflect S&P's
belief that the credit support available is commensurate with
their current rating levels.

The class A-1L notes have paid down by $48.07 million to 12.04% of
its original note balance since our last rating actions, which
were based on the July 23, 2013, trustee report.  The
transaction's overall overcollateralization (O/C) ratio tests have
benefited from the principal paydowns; for example, the senior A
O/C ratio test has increased to 219.78% from 165.74%.

In addition, the underlying portfolio's credit quality has
improved during the same period.  According to the May 2014
trustee report, the transaction held $8.44 million in 'CCC' rated
assets, down from the $15.85 million noted in the July 2013
trustee report.  The transaction also held $13.16 million of long-
dated assets that mature after the stated maturity of the
transaction.  S&P's analysis considered the potential market value
and/or settlement-related risk arising from the potential
liquidation of the remaining securities on the transaction's legal
final maturity date.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

WhiteHorse III Ltd.

                          Cash flow
       Previous           implied     Cash flow    Final
Class  rating             rating      cushion (i)  rating
A-1L   AAA (sf)           AAA (sf)    34.26%       AAA (sf)
A-2L   AAA (sf)           AAA (sf)    34.26%       AAA (sf)
A-3L   AA+ (sf)/Watch Pos AAA (sf)    14.02%       AAA (sf)
B-1L   A- (sf)/Watch Pos  AA+ (sf)    8.76%        AA+ (sf)
B-2L   BB+ (sf)           A (sf)      0.15%        BBB+ (sf)

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

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

Correlation

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

                  Recovery   Correlation Correlation
       Cash flow  decrease   increase    decrease
       implied    implied    implied     implied     Final
Class  rating     rating     rating      rating      rating
A-1L   AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2L   AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-3L   AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
B-1L   AA+ (sf)   AA+ (sf)   AA+ (sf)    AA+ (sf)    AA+ (sf)
B-2L   A (sf)     BBB+ (sf)  BBB+ (sf)   A+ (sf)     BBB+ (sf)

DEFAULT BIASING SENSITIVITY

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

                    Spread        Recovery
       Cash flow    compression   compression
       implied      implied       implied       Final
Class  rating       rating        rating        rating
A-1L   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2L   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-3L   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
B-1L   AA+ (sf)     AA+ (sf)      AA- (sf)      AA+ (sf)
B-2L   A (sf)       A- (sf)       BB+ (sf)      BBB+ (sf)

RATING AND CREDITWATCH ACTIONS

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


* Fitch Takes Various Rating Actions on 33 CRE CDOs
---------------------------------------------------
Fitch Ratings has downgraded 23 classes, upgraded nine classes,
and affirmed 236 classes from 33 commercial real estate
collateralized debt obligations (CRE CDOs) with exposure to
commercial mortgage backed securities (CMBS).  In addition, Fitch
has withdrawn the ratings on 10 classes from one transaction.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'.  None of the
reviewed transactions have been analyzed within a cash flow model
framework, as the impact of structural features and excess spread,
or conversely, principal proceeds being used to pay CDO
liabilities and hedge payments, was determined to be minimal in
the context of these CDO ratings as the rating are already
distressed.

KEY RATING DRIVERS

The upgrades to class A-1 in CT CDO IV Ltd., class A1 in Sorin
Real Estate CDO I Ltd./Corp, and class C in Crest G-Star 2001-1,
LP to 'Bsf' are attributed to deleveraging of the capital
structure.  The notes have received $24.9 million, $9.1 million,
and $1.8 million, respectively, since the last rating action.  The
notes are now able to withstand losses consistent with a 'B'
rating according to Fitch's Structured Finance Portfolio Credit
Model (SF PCM) analysis.

Class A from Anthracite 2004-HY1 Ltd./Corp., class A-1 from
CWCapital COBALT Vr Ltd./Corp., and class A2 from Sorin Real
Estate CDO I, Ltd./Corp. have been upgraded to 'CCCsf' as the
credit profiles of the underlying transactions have improved and
the classes credit enhancement (CE) is comparable to the 'CCC'
rating loss rate (RLR) by SF PCM.  Under this analysis, five
additional classes have been affirmed at 'CCCsf'.

Additionally, class B from Sorin Real Estate CDO I, Ltd./Corp.,
class F from Morgan Stanley 1997-RR, and Class F-7 from MSCI 2004-
RR have been upgraded to 'CCsf', indicating that default is
probable.  These classes did not pass the 'CCC' RLR in SF PCM.
However, the CE of the notes exceeds the percentage of collateral
experiencing full interest shortfalls.  Under this analysis, nine
additional classes have been affirmed and one class downgraded to
'CCsf'.

For transactions where the percentage of collateral experiencing
full interest shortfalls significantly exceeds the CE level of the
most senior class of notes, Fitch did not use SF PCM, as the
probability of default for all classes of notes can be evaluated
without factoring potential further losses.

Fitch downgraded nine and affirmed 139 classes at 'Csf' because 1)
the CE levels of the notes are significantly below the percentage
of collateral experiencing interest shortfalls or otherwise
anticipated to take a loss on the transaction or 2) because the
notes are undercollateralized.  In general, the CE levels are also
significantly below the percentage of the collateral with a Fitch
derived rating of 'CC' and below.  Two additional classes have CE
levels that exceeded interest shortfalls.  However, Fitch believes
default continues to appear inevitable for these classes given
their junior position in the capital structure and has affirmed
these classes at 'Csf'.

Fitch affirmed 27 classes and downgraded six classes to 'Dsf'
because they are non-deferrable classes that have experienced
interest payment shortfalls.  Fitch downgraded an additional seven
classes and affirmed 54 classes at 'Dsf' because the classes have
experienced principal writedowns.

In additional, Fitch has withdrawn the ratings on 10 classes from
the Anthracite CRE CDO 2006-HY3 Ltd. transaction as the
transaction was liquidated with losses occurring on the senior
notes.

RATING SENSITIVITIES

Negative migration and defaults beyond those projected could lead
to downgrades for the 15 transactions analyzed under the SF PCM.
The remaining 18 transactions have limited sensitivity to further
negative migration given their highly distressed rating levels.
However, there is potential for classes to be downgraded to 'Dsf'
if either they are non-deferrable classes that experience any
interest payment shortfalls or are classes that experience
principal writedowns.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'.  None of the
transactions have been analyzed within a cash flow model
framework, as the effect of structural features and excess spread
available to amortize the notes were determined to be minimal.


* Moody's Takes Action on $408MM Option ARM RMBS Issued 2005-2006
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 12 tranches
from four transactions backed by Option ARM RMBS loans, issued by
multiple issuers.

Complete rating actions are as follows:

Issuer: Greenpoint Mortgage Funding Trust 2005-AR4

Cl. I-A-1, Upgraded to Ba1 (sf); previously on Jul 26, 2013
Upgraded to Ba2 (sf)

Cl. I-A-2a, Upgraded to Caa1 (sf); previously on Jul 26, 2013
Upgraded to Caa3 (sf)

Cl. I-A-2b Underlying, Upgraded to Caa1 (sf); previously on Jul
26, 2013 Upgraded to Caa3 (sf)

Cl. I-A-2b Grantor Trust, Upgraded to Caa1 (sf); previously on Jul
26, 2013 Upgraded to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR2

Cl. 2-A-1B, Upgraded to Caa2 (sf); previously on Jul 26, 2013
Upgraded to Caa3 (sf)

Cl. 2-A-2A1, Upgraded to Ba3 (sf); previously on Jul 26, 2013
Upgraded to B2 (sf)

Cl. 2-A-2A3, Upgraded to Ba3 (sf); previously on Jul 26, 2013
Upgraded to B2 (sf)

Cl. 2-A-2B, Upgraded to Caa3 (sf); previously on Dec 3, 2010
Downgraded to Ca (sf)

Cl. 2-A-3, Upgraded to Caa1 (sf); previously on Dec 3, 2010
Downgraded to Caa2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR8

Cl. 2-A-1B2, Upgraded to B1 (sf); previously on Jul 26, 2013
Upgraded to B3 (sf)

Cl. 2-A-1B3, Upgraded to B1 (sf); previously on Jul 26, 2013
Upgraded to B3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR1

Cl. 2A-1B, Upgraded to Caa2 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings upgraded are a result of improving
collateral performance and credit enhancement available to the
bonds.

The rating actions also reflect updates and corrections to the
cash-flow models used by Moody's in rating these transactions. The
modeling changes pertain to the calculation of funds used to pay
principal, cross-collateralization and the calculation of senior
percentage post subordination depletion.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.3% in May 2014 from 7.5% in
May 2013. Moody's forecasts an unemployment central range of 6.5%
to 7.5% for the 2014 year. Deviations from this central scenario
could lead to rating actions in the sector. House prices are
another key driver of US RMBS performance. Moody's expects house
prices to continue to rise in 2014. Lower increases than Moody's
expects or decreases could lead to negative rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


* Moody's Raises Ratings on $297MM RMBS Issued by Various Trusts
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 17 tranches
from 10 transactions backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
FM1

Cl. 2004-FM1-M1, Upgraded to B1 (sf); previously on Apr 16, 2012
Downgraded to B2 (sf)

Cl. 2004-FM1-M2, Upgraded to Ca (sf); previously on Apr 16, 2012
Downgraded to C (sf)

Issuer: Ace Securities Corp. Home Equity Loan Trust. Series 2001-
HE1

Cl. M-3, Upgraded to B1 (sf); previously on Apr 1, 2013 Affirmed
B3 (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2004-NC1

Cl. M-1, Upgraded to B1 (sf); previously on Nov 13, 2012 Upgraded
to B3 (sf)

Issuer: Credit Suisse First Boston Mortgage Acceptance Corp.
Series 2002-HE4

Cl. M-2, Upgraded to Ca (sf); previously on Mar 15, 2011
Downgraded to C (sf)

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-4

Cl. M-1, Upgraded to B2 (sf); previously on Mar 15, 2011
Downgraded to B3 (sf)

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-1

Cl. M-1, Upgraded to Ba1 (sf); previously on Mar 15, 2011
Downgraded to Ba3 (sf)

Cl. M-2, Upgraded to Caa1 (sf); previously on Oct 10, 2013
Upgraded to Caa3 (sf)

Cl. M-3, Upgraded to Caa2 (sf); previously on Mar 15, 2011
Downgraded to Ca (sf)

Issuer: Fremont Home Loan Trust 2004-1

Cl. M-4, Upgraded to Caa1 (sf); previously on Nov 4, 2013 Upgraded
to Caa2 (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on Mar 18, 2013
Affirmed C (sf)

Issuer: Fremont Home Loan Trust 2004-2

Cl. M-2, Upgraded to Ba2 (sf); previously on Apr 18, 2012
Downgraded to B1 (sf)

Cl. M-3, Upgraded to Caa1 (sf); previously on Apr 18, 2012
Downgraded to Ca (sf)

Cl. M-4, Upgraded to Caa3 (sf); previously on Apr 18, 2012
Downgraded to C (sf)

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2004-MHQ1

Cl. M-3, Upgraded to Ba3 (sf); previously on Feb 28, 2013 Affirmed
B2 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on Feb 28, 2013
Affirmed Ca (sf)

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2004-WHQ2

Cl. M-4, Upgraded to Caa1 (sf); previously on Feb 28, 2013
Affirmed Caa3 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.3% in May 2014 from 7.5% in
May 2013. Moody's forecasts an unemployment central range of 6.5%
to 7.5% for the 2014 year. Deviations from this central scenario
could lead to rating actions in the sector. House prices are
another key driver of US RMBS performance. Moody's expects house
prices to continue to rise in 2014. Lower increases than Moody's
expects or decreases could lead to negative rating actions.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


* Moody's Takes Action on $5.4MM FHA/VA RMBS by Various Trusts
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches from three transactions issued by various issuers. The
collateral backing these deals consists of first-lien fixed and
adjustable rate mortgage loans insured by the Federal Housing
Administration (FHA) an agency of the U.S. Department of Urban
Development (HUD) or guaranteed by the Veterans Administration
(VA).

Complete rating actions are as follows:

Issuer: GSMPS Mortgage Loan Trust 2002-1

Cl. B2, Downgraded to Caa3 (sf); previously on Oct 24, 2013
Downgraded to Caa1 (sf)

Issuer: NAAC Reperforming Loan Remic Trust 2004-R3

Cl. M, Downgraded to Caa1 (sf); previously on Sep 26, 2013
Downgraded to B3 (sf)

Cl. B-1, Downgraded to C (sf); previously on Sep 6, 2011
Downgraded to Caa3 (sf)

Issuer: NAAC Reperforming Loan Remic Trust Certificates, Series
2004-R2

Cl. M, Downgraded to Caa2 (sf); previously on Sep 26, 2013
Downgraded to Caa1 (sf)

Ratings Rationale

The rating actions are a result of the recent performance of FHA-
VA portfolio and reflect Moody's updated loss expectations on
these pools and the structural nuances of the transactions. The
ratings downgraded are primarily due to the erosion of credit
enhancement supporting some of these bonds and higher than
expected losses. The current delinquent pipeline includes loans
that have been in foreclosure for over four years. Moody's
believes the severity on some of these loans could be
significantly than the FHA-VA expected severity.

A FHA guarantee covers 100% of a loan's outstanding principal and
a large portion of its outstanding interest and foreclosure-
related expenses in the event that the loan defaults. A VA
guarantee covers only a portion of the principal based on the
lesser of either the sum of the current loan amount, accrued and
unpaid interest, and foreclosure expenses, or the original loan
amount. HUD usually pays claims on defaulted FHA loans when
servicers submit the claims, but can impose significant penalties
on servicers if it finds irregularities in the claim process later
during the servicer audits. This can prompt servicers to push more
expenses to the trust that they deem reasonably incurred than
submit them to HUD and face significant penalty. The rating
actions consider the portion of a defaulted loan normally not
covered by the FHA or VA guarantee and other servicer expenses
they deemed reasonably incurred and passed on to the trust.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.3% in May 2014 from 7.5% in
May 2013 . Moody's forecasts an unemployment central range of 6.5%
to 7.5% for the 2014 year. Deviations from this central scenario
could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


* S&P Takes Rating Actions on 9 U.S. CDO Transactions After Review
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
tranches from four corporate-backed U.S. synthetic CDO
transactions.  S&P removed these ratings from CreditWatch, where
it had placed them with positive implications on June 3, 2014.  In
addition, S&P placed its ratings on six tranches from five
corporate-backed U.S. synthetic CDO transactions on CreditWatch
with positive implications.

These rating actions follow S&P's monthly review of synthetic CDO
transactions.  The actions reflect the seasoning of the
transactions, the rating stability of the obligors in the
underlying reference portfolios over the past few months, and the
synthetic rated overcollateralization (SROC) ratios that had risen
above 100% at the next highest rating level.

RATINGS LIST

Ratings Raised

Athenee CDO PLC
2007-5
                             Rating
Class               To                    From
Tranche B           BB (sf)               BB- (sf)/Watch Pos

Morgan Stanley ACES SPC
2006-35
                             Rating
Class               To                    From
I                   BB+ (sf)              BB- (sf)/Watch Pos

Strata 2005-19, Limited Floating Rate Notes
2005-19
                             Rating
Class               To                    From
FRN                 B+ (sf)               B (sf)/Watch Pos

Strata Trust
2007-7
                             Rating
Class               To                    From
Notes               A+ (sf)               A- (sf)/Watch Pos

Ratings Placed On CreditWatch Positive

Athenee CDO PLC
2007-12
                             Rating
Class               To                    From
Tranche B           BB- (sf)/Watch Pos    BB- (sf)

Infiniti SPC Limited

                             Rating
Class               To                    From
10B-1               BB- (sf)/Watch Pos    BB- (sf)

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

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

REVE SPC
                             Rating
Class               To                    From
Series 36           B+ (sf)/Watch Pos     B+ (sf)
Series 37           B- (sf)/Watch Pos     B- (sf)


* S&P Withdraws 60 Ratings from 39 RMBS Transactions
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 60
classes from 39 U.S. residential mortgage-backed securities (RMBS)
transactions issued between 1995 and 2007.

The withdrawals reflect the absence of relevant information
regarding the creditworthiness of the insurers needed to maintain
a rating on these classes, as each of these classes is insured by
a bond insurer that S&P no longer rate.  To date, the insurers
have made payments to bondholders to cover principal and interest
losses that would otherwise have been absorbed by these classes.
However, because the rating on each of these classes depends
solely on whether these insurers continue to make payments when
required and S&P do not have the relevant information to make such
a determination, it has withdrawn the ratings on these classes.

The reviewed transactions are primarily backed by adjustable- and
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.  These transactions generally
receive credit support from subordination, excess interest, and
overcollateralization.

ECONOMIC OUTLOOK

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

   -- A 6.4% unemployment rate for 2014, decreasing to 5.9% for
      2015;

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

   -- Real GDP growth will be 2.5% in 2014 and 3.2% in 2015;

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

   -- The inflation rate will be 1.9% in 2014 and 1.5% in 2015.

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

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

   -- Total unemployment rises to 7.0% in 2014 and then 7.1% in
      2015;

   -- Downward pressure causes just over 1.0% GDP growth in 2014,
      with slightly higher gains in 2015;

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

   -- The 30-year fixed mortgage rate falls slightly to 4.4% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.

RATINGS WITHDRAWN

AFC Trust Series 2000-1
Series 2000-1
                               Rating
Class      CUSIP       To                   From
2A         00105HEH5   NR                   CC (sf)

American Home Mortgage Investment Trust 2005-2
Series 2005-2
                               Rating
Class      CUSIP       To                   From
VI-A       02660TEV1   NR                   CC (sf)

American Home Mortgage Investment Trust 2005-4
Series 2005-4
                               Rating
Class      CUSIP       To                   From
II-A       02660TGR8   NR                   CCC (sf)

American Home Mortgage Investment Trust 2006-2
Series 2006-2
                               Rating
Class      CUSIP       To                   From
V-A        02660YAA0   NR                   CC (sf)

ContiMortgage Home Equity Loan Trust 1995-1
Series 1995- 1
                               Rating
Class      CUSIP       To                   From
A-5        21075WBA2   NR                   CC (sf)

ContiMortgage Home Equity Loan Trust 1995-2
Series 1995-2
                               Rating
Class      CUSIP       To                   From
A-5        21075WBF1   NR                   CC (sf)

ContiMortgage Home Equity Loan Trust 1995-4
Series 1995-4
                               Rating
Class      CUSIP       To                   From
A-9        21075WBX2   NR                   CC (sf)

ContiMortgage Home Equity Loan Trust 1996-1
Series 1996-1
                               Rating
Class      CUSIP       To                   From
A-7        21075WCJ2   NR                   CC (sf)

CWABS Revolving Home Equity Loan Trust Series 2004-K
Series 2004-K
                               Rating
Class      CUSIP       To                   From
1-A        126673KF8   NR                   CCC (sf)

CWABS Revolving Home Equity Loan Trust Series 2004-U
Series 2004-U
                               Rating
Class      CUSIP       To                   From
1-A notes  126673VD1   NR                   CCC (sf)
2-A notes  126673VE9   NR                   CC (sf)

CWHEQ Revolving Home Equity Loan Resecuritization Trust
Series 2006-RES
                               Rating
Class      CUSIP       To                   From
04-K-1a    23242YAG0   NR                   CCC (sf)
04-K-1b    23242YAH8   NR                   CCC (sf)
04-U-1a    23242YAY1   NR                   CCC (sf)
04-U-1b    23242YAZ8   NR                   CCC (sf)
05-B-1a    23242YBC8   NR                   CC (sf)
05-B-1b    23242YBD6   NR                   CC (sf)
05-F-1a    23242YBL8   NR                   CCC (sf)
05-F-1b    23242YBM6   NR                   CCC (sf)

CWHEQ Revolving Home Equity Loan Trust Series 2005-B
Series 2005-B
                               Rating
Class      CUSIP       To                   From
1-A        126685AA4   NR                   CC (sf)
2-A        126685AB2   NR                   CC (sf)

CWHEQ Revolving Home Equity Loan Trust Series 2005-F
Series 2005-F
                               Rating
Class      CUSIP       To                   From
1-A        126685AJ5   NR                   CCC (sf)
2-A        126685AK2   NR                   CC (sf)

CWHEQ Revolving Home Equity Loan Trust Series 2006-H
Series 2006-H
                               Rating
Class      CUSIP       To                   From
1-A        126686AA2   NR                   CC (sf)
2-A-1A     126686AB0   NR                   CC (sf)
2-A-1B     126686AC8   NR                   CC (sf)

CWHEQ Revolving Home Equity Loan Trust Series 2007-C
Series 2007-C
                               Rating
Class      CUSIP       To                   From
A          12670CAA5   NR                   CC (sf)

First Franklin Mortgage Loan Trust Series 2007-FFC
Series 2007-FFC
                               Rating
Class      CUSIP       To                   From
A-2A       32029HAB8   NR                   CC (sf)
A-2B       32029HAC6   NR                   CC (sf)

GreenPoint Home Equity Loan Trust 2004-2
Series 2004-2
                               Rating
Class      CUSIP       To                   From
A-1        395385AT4   NR                   B+ (sf)
A-2        395385AU1   NR                   B+ (sf)

GreenPoint Home Equity Loan Trust 2004-3
Series 2004-3
                               Rating
Class      CUSIP       To                   From
A          395385AW7   NR                   CCC (sf)

Greenpoint Home Equity Loan Trust 2004-4
Series 2004-4
                               Rating
Class      CUSIP       To                   From
A          395385AZ0   NR                   CCC (sf)

Greenpoint Mortgage Funding Trust 2005-HE3
Series 2005-HE3
                               Rating
Class      CUSIP       To                   From
A1         39538WCZ9   NR                   CC (sf)

Greenpoint Mortgage Funding Trust 2006-HE1
Series 2006-HE1
                               Rating
Class      CUSIP       To                   From
Ac         39539BAB9   NR                   CC (sf)

Home Equity Loan Trust 2005-HS2
Series 2005-HS2
                               Rating
Class      CUSIP       To                   From
A-I-3      76110VSS8   NR                   CC (sf)
A-I-4      76110VST6   NR                   CC (sf)
A-I-5      76110VSU3   NR                   CC (sf)
A-II       76110VSV1   NR                   CC (sf)

Home Equity Mortgage Loan Asset Backed Trust Series INDS 2006-2B
Series INDS 2006-2B
                               Rating
Class      CUSIP       To                   From
A          43709KAA7   NR                   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust Series INDS 2006-1
Series INDS 2006-1
                               Rating
Class      CUSIP       To                   From
A-3        437089AC9   NR                   CC (sf)
A-4        437089AD7   NR                   CC (sf)
A-5        437089AE5   NR                   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust Series INDS 2006-3
Series INDS 2006-3
                               Rating
Class      CUSIP       To                   From
A          43709RAA2   NR                   CC (sf)

Home Equity Mortgage Trust 2006-2
Series 2006-2
                               Rating
Class      CUSIP       To                   From
2-A1       225470W58   NR                   CCC (sf)

Home Equity Mortgage Trust 2007-1
Series 2007-1
                               Rating
Class      CUSIP       To                   From
A-1        43710ABB3   NR                   CC (sf)

IndyMac Home Equity Mortgage Loan Asset-Backed Trust Series 2006-
H1
Series 2006-H1
                               Rating
Class      CUSIP       To                   From
A          456606MZ2   NR                   CC (sf)

Indymac Home Equity Mortgage Loan Asset-Backed Trust Series 2006-
H2
Series 2006-H2
                               Rating
Class      CUSIP       To                   From
A          45661DAA4   NR                   CC (sf)

IndyMac Home Equity Mortgage Loan Asset-Backed Trust Series 2006-
H3
Series 2006-H3
                               Rating
Class      CUSIP       To                   From
A          45664UAA3   NR                   CC (sf)

Lehman ABS Corporation Home Equity Loan Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP       To                   From
A          525170CG9   NR                   CCC (sf)

Lehman XS Trust
Series 2005-8
                               Rating
Class      CUSIP       To                   From
2-A3       525221ED5   NR                   CC (sf)

MASTR Asset Backed Securities Trust 2006-AB1
Series 2006 AB1
                               Rating
Class      CUSIP       To                   From
A-3A       57643LNV4   NR                   CCC (sf)

Park Place NIM 2005-WHQN2
Series 2005-WHQN2
                               Rating
Class      CUSIP       To                   From
B          70070AAB1   NR                   CCC (sf)

SACO I Trust 2006-12
Series 2006-12
                               Rating
Class      CUSIP       To                   From
II-A       78577NAG3   NR                   CC (sf)

Sovereign Bank Home Equity Loan Trust 2000-1
Series 2000-1
                               Rating
Class      CUSIP       To                   From
A-5        84604CAE7   NR                   CC (sf)
A-6        84604CAF4   NR                   CC (sf)
A-7        84604CAG2   NR                   CC (sf)

SunTrust Acquisition Closed-End Seconds Trust Series 2007-1
Series 2007-1
                               Rating
Class      CUSIP       To                   From
A          86801CAA1   NR                   CC (sf)

Terwin Mortgage Trust 2004-23HELOC
Series 2004-23
                               Rating
Class      CUSIP       To                   From
A          881561PM0   NR                   CC (sf)

Terwin Mortgage Trust 2007-3SL
Series 2007-3SL
                               Rating
Class      CUSIP       To                   From
A-1        88157TAA0   NR                   CC (sf)


                             *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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