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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, September 11, 2016, Vol. 20, No. 255

                            Headlines

ABERDEEN LOAN: Moody's Affirms B1 Rating on Class E Notes
ALESCO PREFERRED XV: Moody's Hikes Class A-2 Notes Rating to Ba1
AMAC CDO I: S&P Lowers Rating on Classes D-1 & D-2 Notes to D
ASHFORD CDO II: Moody's Cuts Class B-2L Notes Rating to Caa3
BEAR STEARNS 2002-TOP6: S&P Affirms CCC- Rating on Cl. J Certs

BLUEMOUNTAIN CLO 2016-2: S&P Assigns BB Rating on Cl. D Notes
COLT 2016-2: DBRS Assigns Prov. 'BB' Rating on 3 Tranches
COLT 2016-2: Fitch Assigns 'BBsf' Rating on 3 Tranches
CREDIT SUISSE 2007-C4: S&P Affirms B- Rating on 4 Tranches
CRESTLINE DENALI XIV: Moody's Assigns Ba3 Rating to Class E Notes

CSFB HOME 2006-1: Moody's Hikes Class M-3 Notes Rating to Caa1
GALLERIA CDO V: Moody's Hikes Class A-1 Notes Rating to B3
GLENEAGLES CLO: Moody's Lowers Rating on Class D Notes to B1
GMAC COMMERCIAL 2002-C3: Moody's Hikes Class K Notes Rating to B1
JEFFERIES MILITARY 2010-XLII: DBRS Confirms B Rating on 2010A Certs

JP MORGAN 2005-CIBC12: Moody's Cuts Class B Certs Rating to B1
JP MORGAN 2005-LDP3: Moody's Affirms B1 Rating on Class F Notes
JP MORGAN 2012-LC9: Moody's Affirms Ba2 Rating on Class F Debt
JP MORGAN 2016-WSP: Fitch Assigns 'BB-sf' Rating on Class E Debt
JP MORGAN 2016-WSP: Moody's Assigns B3 Rating on Class F Certs

KEYCORP STUDENT 2006-A: Fitch Affirms CC Rating on Cl. II-C Notes
ML-CFC COMMERCIAL 2007-7: S&P Affirms B- Rating on 2 Tranches
MORGAN STANLEY 2003-IQ5: Moody's Hikes Class M Debt Rating to Ba1
MORGAN STANLEY 2005-IQ10: Moody's Hikes Cl. E Notes Rating to Ba2
MORGAN STANLEY 2006-TOP21: Moody's Cuts Cl. E Notes Rating to Ba1

OAKS MORTGAGE 2015-1: Moody's Hikes Class B-4 Debt Rating to Ba1
OCTAGON INVESTMENT XVII: S&P Affirms BB Rating on Cl. E Notes
RAIT PREFERRED II: Moody's Hikes Class B Notes Rating to 'Ba2'
RFMSII HOME 2001-HI2: Moody's Lowers Cl. A-I-6 Debt Rating to Caa1
TRALEE CDO I: Moody's Affirms Ba2 Rating on Class D Notes

VOYA CLO 2012-4: S&P Assigns Prelim. BB Rating on Cl. D-R Notes
[*] Moody's Takes Action on $161.7MM of Alt-A RMBS Issued in 2004
[*] Moody's Takes Action on $320MM of Alt-A RMBS Issued 2002-2004
[*] S&P Completes Review on 131 Classes From 15 US RMBS Deals
[*] S&P Completes Review on 72 Classes From 29 RMBS Deals

[*] S&P Completes Review on 85 Classes From 11 US RMBS Deals
[*] S&P Lowers Ratings on 89 Tranches From 70 RMBS Deals to D

                            *********

ABERDEEN LOAN: Moody's Affirms B1 Rating on Class E Notes
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings on these notes
issued by Aberdeen Loan Funding, Ltd.:

  $25,250,000 Class C Floating Rate Senior Secured Deferrable
   Interest Extendable Notes Due 2018, Upgraded to Aaa (sf);
    previously on July 1, 2016, Upgraded to Aa1 (sf)

  $19,250,000 Class D Floating Rate Senior Secured Deferrable
   Interest Extendable Notes Due 2018, Upgraded to Baa1 (sf);
   preeviously on July 1, 2016 Affirmed Baa3 (sf)

Moody's also affirmed the ratings on these notes:

  $376,000,000 Class A Floating Rate Senior Secured Extendable
   Notes Due 2018 (current outstanding balance of $15,443,576.59),

   Affirmed Aaa (sf); previously on July 1, 2016, Affirmed
   Aaa (sf)

  $29,500,000 Class B Floating Rate Senior Secured Extendable
   Notes Due 2018, Affirmed Aaa (sf); previously on July 1, 2016,
   Affirmed Aaa (sf)

  $17,250,000 Class E Floating Rate Senior Secured Deferrable
   Interest Extendable Notes Due 2018 (current outstanding balance

   of $8,751,376.29), Affirmed B1 (sf); previously on July 1,
   2016, Affirmed B1 (sf)

Aberdeen Loan Funding, Ltd., issued in March 2008, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans.  The transaction's reinvestment
period ended in March 2014.

                         RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since July 2016.  The Class A
notes have been paid down by approximately 81% or $67.4 million
since that time.  Based on Moody's calculations, which reflect the
August 2016 payment date distributions, the OC ratios for the Class
A/B, Class C, Class D and Class E notes are at 261.98%, 167.74%,
131.64% and 119.91%, respectively, versus trustee reported May 2016
levels of 163.61%, 133.57%, 117.17% and 110.98%, respectively.

The portfolio includes a number of investments in securities that
mature after the notes do.  Based on the trustee's July 2016
report, securities that mature after the notes do currently make up
approximately $14.4 million or 13.9% of the portfolio.  These
investments could expose the notes to market risk in the event of
liquidation when the notes mature.  Despite the increase in the OC
ratio relating to the Class E notes, Moody's affirmed the rating on
the Class E notes owing to market risk stemming from the exposure
to long-dated assets.

Methodology Used for the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2015.

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

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

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

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

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

     of the collateral can have adverse consequences for CLO
     performance.

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

     current expectations will usually have a positive impact on
     CLO notes, beginning with those with the highest payment
     priority.

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

     than assumed recoveries would positively impact the CLO.

  6) Long-dated assets: The presence of assets that mature after
     the CLO's legal maturity date exposes the deal to liquidation

     risk on those assets.  This risk is borne first by investors
     with the lowest priority in the capital structure.  Moody's
     assumes that the terminal value of an asset upon liquidation
     at maturity will be equal to the lower of an assumed
     liquidation value (depending on the extent to which the
     asset's maturity lags that of the liabilities) or the asset's

     current market value.

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

     which constitute around $3.4 million of par, Moody's ran a
     sensitivity case defaulting those assets.

  8) Lack of portfolio granularity: The performance of the
     portfolio depends to a large extent on the credit conditions
     of a few large obligors Moody's rates non-investment-grade,
     especially if they jump to default.

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

Moody's Adjusted WARF -- 20% (2297)
Class A: 0
Class B: 0
Class C: 0
Class D: +2
Class E: +2

Moody's Adjusted WARF + 20% (3446)
Class A: 0
Class B: 0
Class C: 0
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 "Moody's Global
Approach to Rating Collateralized Loan Obligations."

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $104.1 million, defaulted par
of $28.7 million, a weighted average default probability of 10.76%
(implying a WARF of 2871), a weighted average recovery rate upon
default of 53.28%, a diversity score of 15 and a weighted average
spread of 2.87% (before accounting for LIBOR floors).

Moody's incorporates the default and recovery properties of the
collateral pool in cash flow model analysis where they are subject
to stresses as a function of the target rating on each CLO
liability reviewed.  Moody's derives the default probability from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool.  The average recovery
rate for future defaults is based primarily on the seniority of the
assets in the collateral pool.  Moody's generally applies recovery
rates for CLO securities as published in "Moody's Approach to
Rating SF CDOs".  In some cases, alternative recovery assumptions
may be considered based on the specifics of the analysis of the CLO
transaction.  In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.  A proportion of the collateral pool includes debt
obligations whose credit quality Moody's assesses through credit
estimates.  Moody's analysis reflects adjustments with respect to
the default probabilities associated with credit estimates.
Specifically, Moody's assumed an equivalent of Caa3 for assets with
credit estimates that have not been updated within the last 15
months, which represent approximately 4.3% of the collateral pool.


ALESCO PREFERRED XV: Moody's Hikes Class A-2 Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Alesco Preferred Funding XV, Ltd.:

   -- US$362,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes due December 2037 (current balance of
      $265,278,103), Upgraded to A3 (sf); previously on February
      3, 2015 Affirmed Baa1 (sf);

   -- US$78,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due December 2037, Upgraded to Ba1 (sf);

      previously on February 3, 2015 Upgraded to B1 (sf)

Alesco Preferred Funding XV, Ltd., issued in March 2007 is a
collateralized debt obligation backed mainly by a portfolio of bank
and insurance trust preferred securities (TruPS).

RATINGS RATIONALE

The rating actions are primarily a result of the deleveraging of
the Class A-1 notes, an increase in the transaction's
over-collateralization ratios, resumption of interest payments of
previously deferring assets and the improvement in the credit
quality of the underlying portfolio since July 2015.

The Class A-1 notes have paid down by approximately 6.7% or $19.0
million since July 2015, using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. By Moody's calculations, the
over-collateralization (OC) ratios for the Class A-1 and A-2 notes
have improved to 161.26% and 124.62% respectively, compared to July
2015 level of 158.77% and 124.58%, respectively. Moody's gave full
par credit in its analysis to two deferring assets that meet
certain criteria, totaling $7.0 million in par. In addition, as a
result of the acceleration of the notes' payments, the Class A-1
notes will continue to benefit from the diversion of excess
interest and the use of proceeds from redemptions of any assets in
the collateral pool.

The deal has also benefited from improvement in the credit quality
of the underlying portfolio. According to Moody's calculations, the
weighted average rating factor (WARF) improved to 785 in August
2016 compared to 896 in July 2015.

Today's action takes into consideration the Event of Default (EoD)
and subsequent acceleration that occurred in December 2010 and
August 2011, respectively. The transaction declared an EoD
according to Section 5.1(i) of the indenture because the Class A OC
ratio fell below 100%.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery rate,
are based on its methodology and could differ from the trustee's
reported numbers. In its base case, Moody's analyzed the underlying
collateral pool as having a performing par (after treating
deferring securities as performing if they meet certain criteria)
of $427.8 million, defaulted and deferring par of $166.5 million, a
weighted average default probability of 8.85% (implying a WARF of
785), and a weighted average recovery rate upon default of 10.0%.
In addition to the quantitative factors Moody's explicitly models,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of an event of default, recent deal performance under
current market conditions, the legal environment and specific
documentation features. All information available to rating
committees, including macroeconomic forecasts, inputs from other
Moody's analytical groups, market factors, and judgments regarding
the nature and severity of credit stress on the transactions, can
influence the final rating decision.

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs," published in June 2014.

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

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

   -- 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.

   -- 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.

   -- 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.

   -- 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.

   -- 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™ or
      credit estimates. Because these are not public ratings, they

     are subject to additional uncertainties.

Loss and Cash Flow Analysis:

Moody's applied a Monte Carlo simulation framework in Moody's
CDOROM™ to model the loss distribution for TruPS CDOs. The
simulated defaults and recoveries for each of the Monte Carlo
scenarios defined the reference pool's loss distribution. Moody's
then used the loss distribution as an input in its CDOEdge™ cash
flow model.

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

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

Assuming a two-notch upgrade to assets with below-investment grade
ratings or rating estimates (WARF of 509)

   -- Class A-1: +2

   -- Class A-2: +2

   -- Class B-1: +3

   -- Class B-2: +3

   -- Class C-1: 0

   -- Class C-2: 0

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 1252)

   -- Class A-1: -1

   -- Class A-2: -1

   -- Class B-1: -2

   -- Class B-1: -2

   -- Class C-1: 0

   -- Class C-2: 0


AMAC CDO I: S&P Lowers Rating on Classes D-1 & D-2 Notes to D
-------------------------------------------------------------
S&P Global Ratings lowered its ratings to 'D (sf)' on the class
D-1 and D-2 notes from AMAC CDO Funding I, a U.S. commercial real
estate collateralized debt obligation (CRE-CDO) transaction.

The class D-1 and D-2 notes (collectively, the class D notes) are
pari passu and the senior-most tranches in the transaction.

Per the Aug. 18, 2016, note valuation report, the class D notes did
not receive their scheduled interest due on the August payment date
(Aug. 23, 2016).  Therefore, S&P lowered its ratings on the class
D-1 and D-2 notes to 'D (sf)' per its criteria.

Following the expiry of five business days since the payment date,
the trustee provided a notice of an event of default on Aug. 30,
2016, under Section 5.1(a) of the transaction's documents due to
the interest payment default on the class D notes.

RATINGS LOWERED

AMAC CDO Funding I
                              Rating
Class                    To            From
D-1                      D (sf)        CCC- (sf)
D-2                      D (sf)        CCC- (sf)


ASHFORD CDO II: Moody's Cuts Class B-2L Notes Rating to Caa3
------------------------------------------------------------
Moody's Investors Service has upgraded the rating on notes issued
by Ashford CDO II, Ltd.:

   -- US$22,000,000 Class B-1L Floating Rate Notes Due November,
      2041 (current outstanding balance of $4,783,643.40),
      Upgraded to Aa1 (sf); previously on February 5, 2016
      Upgraded to Aa3 (sf)

Moody's also downgraded the rating on the following notes:

   -- US$16,000,000 Class B-2L Floating Rate Notes Due November,
      2041 (current outstanding balance of $15,396,502.71),
      Downgraded to Caa3 (sf); previously on February 5, 2016
      Affirmed Caa2 (sf)

Ashford CDO II Ltd., issued in June 2006, is a collateralized debt
obligation backed primarily by a portfolio of Collateralized Loan
Obligations (CLOs) and CDOs originated in 2006.

RATINGS RATIONALE

The rating upgrade is due primarily to the deleveraging of the
senior notes and an increase in the transaction's
over-collateralization ("OC") ratio since February 2016. Since
then, the Class A-3L has been paid down in full and the Class B-1L
notes have paid down by approximately 78%, or $16.7 million. Based
on Moody's calculation, the OC ratio of the Class B-1L is currently
597.5%, versus 191.0% in February 2016. The paydown of the Class
A-3L and Class B-1L notes is the result of the amortization and
redemption of the underlying CLO assets.

The rating downgrade is due primarily to an increase in deferred
interest on Class B-2L notes and a decrease in the Class B-2L OC
ratio since February 2016. The deferred interest on Class B-2L
notes have increased to $8.4 million from $7.5 million since that
time. Based on Moody's calculation, the OC ratio of the Class B-1L
is currently 99.9%, versus 101.8% in February 2016. Moody's expects
that the deferred interest on the Class B-2L notes will continue to
increase due to shortage in interest proceeds.

Methodology Underlying the Rating Action

The prinicpal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs," published in July 2015.

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

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

   -- 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
      and particularly in the corporate sector, 2) domestic and
      international economic downturns and , and 3) slowdown in
      loan issuances. Additionally, the performance of the CLO
      assets can also be affected 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.

   -- Deleveraging: One source of uncertainty in this transaction
      is whether deleveraging from principal proceeds, recoveries
      from defaulted assets, and excess interest proceeds will
      continue and at what pace. Faster than expected deleveraging

      could have a significantly positive impact on the notes'
      ratings.

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

      positively impact the notes' ratings.

Loss and Cash Flow Analysis:

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

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

   Baa1 ratings notched up by two rating notches (714):

   -- Class B-1L: +2

   -- Class B-2L: 0

   Baa1 ratings notched down by two notches (1600):

   -- Class B-1L: -1

   -- Class B=2L: 0


BEAR STEARNS 2002-TOP6: S&P Affirms CCC- Rating on Cl. J Certs
--------------------------------------------------------------
S&P Global Ratings raised its ratings on the class H commercial
mortgage pass-through certificates from Bear Stearns Commercial
Mortgage Securities Trust 2002-TOP6, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  In addition, S&P
affirmed its rating on class J from the same transaction.

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

S&P raised its rating on class H to reflect its expectation of the
available credit enhancement for this class, which S&P believes is
greater than its most recent estimate of necessary credit
enhancement for the respective rating level.  The upgrade also
follows S&P's views regarding the collateral's current and future
performance, available liquidity support, interest shortfall
history, and the trust balance's significant reduction.

S&P affirmed its 'CCC- (sf)' rating on class J to reflect
accumulated interest shortfalls that have been outstanding for 11
consecutive months.  Based on S&P's analysis, it expects the
accumulated interest shortfalls to be repaid in the near term.
According to the August 2016 trustee remittance report, the trust
incurred interest shortfalls totaling $67,335 due to other
expenses.  The current interest shortfalls affected classes
subordinate to and including class J.  From S&P's review of the
trustee remittance reports from the periods between October 2015
and August 2016, other expenses have affected the trust, ranging
between $22,214 and $116,611 per month, except in March 2016 and
July 2016.

                          TRANSACTION SUMMARY

As of the Aug. 15, 2016, trustee remittance report, the collateral
pool balance was $14.6 million, which is 1.3% of the pool balance
at issuance.  The pool currently includes 13 loans, down from 150
loans at issuance.  There are currently no loans with the special
servicers, four ($5.4 million, 37.2%) are defeased and five ($5.8
million, 39.8%) are on the master servicer's watchlist.  The master
servicer, Wells Fargo Bank N.A., reported year-end 2015 financial
information for 100.0% of the nondefeased loans in the pool.

Excluding the defeased loans, we calculated a 1.24x S&P Global
Ratings weighted average debt service coverage and 15.1% S&P Global
Ratings weighted average loan-to-value ratio using a 7.96% S&P
Global Ratings weighted average capitalization rate.

To date, the transaction has experienced $19.9 million in principal
losses, or 1.8% of the original pool trust balance.

RATINGS LIST

Bear Stearns Commercial Mortgage Securities Trust 2002-TOP6
Commercial mortgage pass-through certificates series 2002-TOP6
                                       Rating
Class            Identifier            To              From
H                07383FJM1             AA+ (sf)        BB+ (sf)
J                07383FJN9             CCC- (sf)       CCC- (sf)


BLUEMOUNTAIN CLO 2016-2: S&P Assigns BB Rating on Cl. D Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to BlueMountain CLO 2016-2
Ltd./BlueMountain CLO 2016-2 LLC's $458.80 million floating-rate
notes.

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

The ratings reflect S&P's assessment of:

   -- The diversified collateral pool, which consists primarily of

      broadly syndicated speculative-grade senior secured term
      loans (those rated 'BB+' or lower) that are governed by
      collateral quality tests.  The credit enhancement provided
      through the subordination of cash flows, excess spread, and
      overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.

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

RATINGS ASSIGNED

BlueMountain CLO 2016-2 Ltd./BlueMountain CLO 2016-2 LLC

                                   Amount
Class                   Rating                (mil. $)
A-1                     AAA (sf)                304.90
A-2                     AA (sf)                  75.50
B (deferrable)          A (sf)                   30.00
C (deferrable)          BBB (sf)                 28.40
D (deferrable)          BB (sf)                  20.00
Subordinated notes      NR                       46.75

NR--Not rated.


COLT 2016-2: DBRS Assigns Prov. 'BB' Rating on 3 Tranches
---------------------------------------------------------
DBRS, Inc. assigned the following provisional ratings to the
Mortgage Pass-Through Certificates, Series 2016-2 (the
Certificates) issued by COLT 2016-2 Mortgage Loan Trust (the
Trust):

   -- $130.2 million Class A-1 at A (sf)

   -- $59.7 million Class A-2 at BBB (sf)

   -- $8.8 million Class M-1 at BB (sf)

   -- $130.2 million Class A-1X at A (sf)

   -- $59.7 million Class A-2X at BBB (sf)

   -- $130.2 million Class A-3 at A (sf)

   -- $59.7 million Class A-4 at BBB (sf)

   -- $8.8 million Class M-1X at BB (sf)

   -- $8.8 million Class M-1E at BB (sf)

Classes A-1X, A-2X and M-1X are interest-only (IO) certificates.
The class balances represent notional amounts.

Classes A-3, A-4 and M-1E are exchangeable certificates. These
classes can be exchanged for combinations of initial exchangeable
certificates as specified in the offering documents.

The A (sf) ratings on the Certificates reflect the 40.00% of credit
enhancement provided by subordinated Certificates in the pool. The
BBB (sf) and BB (sf) ratings reflect 12.50% and 8.45% of credit
enhancement, respectively.

Other than the specified classes above, DBRS does not rate any
other classes in this transaction.

This transaction is a securitization of a portfolio of fixed- and
adjustable-rate, prime and non-prime, first-lien residential
mortgages. The Certificates are backed by 501 loans with a total
principal balance of $216,967,549 as of the Cut-Off Date (September
1, 2016).

Caliber Home Loans, Inc. (Caliber) is the originator and servicer
for 84.7% of the portfolio. The Caliber mortgages were originated
under the following five programs:

   -- Jumbo Alternative (21.3%) – Generally made to borrowers
with
      unblemished credit seeking larger balance mortgages. These
      loans may have IO features, higher debt-to-income (DTI) and
      loan-to-value (LTV) ratios or lower credit scores compared
      with those in traditional prime jumbo securitizations.

   -- Homeowner's Access (50.2%) – Made to borrowers who do not
      qualify for agency or prime jumbo mortgages for various
      reasons, such as loan size in excess of government limits,
      alternative or insufficient credit, or prior derogatory
      credit events that occurred more than two years prior to
      origination.

   -- Fresh Start (9.0%) – Made to borrowers with lower credit
and
      significant recent credit events within the past 24 months.

   -- Investor (3.8%) – Made to borrowers who finance investor
      properties where the mortgage loan would not meet agency or
      government guidelines because of such factors as property
      type, number of financed properties, lower borrower credit
      score or a seasoned credit event.

   -- Foreign National (0.4%) – Made to non-resident borrowers
      holding certain types of visas who may not have a credit
      score.

Sterling Bank and Trust, FSB (Sterling) is the originator and
servicer for 15.3% of the portfolio. The Sterling mortgages were
originated under Sterling's Advantage Home Ownership Program
(Advantage), which focuses on high-quality borrowers with clean
mortgage payment histories and substantial equity in their
properties who seek alternative income documentation products.

Wells Fargo Bank, N.A. (Wells Fargo) will act as the Master
Servicer, Securities Administrator and Certificate Registrar. U.S.
Bank National Association will serve as Trustee.

Although the mortgage loans were originated to satisfy the Consumer
Financial Protection Bureau (CFPB) ability to repay (ATR) rules,
they were made to borrowers who generally do not qualify for
agency, government or private-label non-agency prime jumbo products
for various reasons described above. In accordance with the CFPB
Qualified Mortgage (QM) rules, 0.2% of the loans are designated as
QM Safe Harbor, 40.5% as QM Rebuttable Presumption and 52.8% as
non-QM. Approximately 6.5% of the loans are not subject to the QM
rules.

The servicers will generally fund advances of delinquent principal
and interest on any mortgage until such loan becomes 180 days
delinquent and are obligated to make advances in respect of taxes,
insurance premiums and reasonable costs incurred in the course of
servicing and disposing of properties.

On or after the two-year anniversary of the Closing Date, the
Depositor has the option to terminate the Issuing Entity by
purchasing all of the mortgage loans (or real estate-owned (REO)
properties) at a price equal to the outstanding class balance plus
accrued and unpaid interest (or fair market value of the REO
properties) as well as any related fees and expenses of the
transaction parties.

The transaction employs a sequential-pay cash flow structure with a
pro rata principal distribution among the senior tranches.
Principal proceeds can be used to cover interest shortfalls on the
Certificates as the outstanding senior Certificates are paid in
full.

The ratings reflect transactional strengths that include the
following:

   -- ATR Rules and Appendix Q Compliance: All of the mortgage
      loans were underwritten in accordance with the eight
      underwriting factors of the ATR rules. In addition,
      Caliber's underwriting standards comply with the Standards
      for Determining Monthly Debt and Income as set forth in
      Appendix Q of Regulation Z with respect to income
      verification and the calculation of DTI ratios.

   -- Strong Underwriting Standards: Whether for prime or non-
      prime mortgages, underwriting standards have improved
      significantly from the pre-crisis era. The Caliber loans
      were underwritten to a full documentation standard with
      respect to verification of income (generally through two
      years of Form W-2, Wage and Tax Statements or tax returns),
      employment and asset. Generally, fully executed Form 4506-T,

      Request for Transcript of Tax Returns are obtained and tax
      returns are verified with Internal Revenue Service
      transcripts if applicable. Although loans in the Sterling
      Advantage program were underwritten to limited documentation

      standards, borrowers are required to have strong credit
      profiles, substantial equity in their properties and
      generally no delinquencies in the past 12 months. The
      Sterling loans were all originated through the retail
      channel and have a weighted-average original combined LTV of

      59.5%.

   -- Robust Loan Attributes and Pool Composition:

      -- The mortgage loans in this portfolio generally have
         robust loan attributes as reflected in combined LTV
         ratios, borrower household income and liquid reserves,
         including the loans in Homeowner's Access and Fresh
         Start, the two programs with weaker borrower credit.

      -- The pool contains low proportions of cash-out and
         investor properties.

      -- LTVs gradually reduce as the programs move down the
         credit spectrum, suggesting the consideration of
         compensating factors for riskier pools.

      -- The pool comprises 31.1% fixed-rate mortgages, which have

         the lowest default risk because of the stability of
         monthly payments. The pool comprises 63.8% hybrid
         adjustable-rate mortgages (ARMs) with an initial fixed
         period of five to seven years, allowing borrowers
         sufficient time to credit cure before rates reset. Only
         5.1% of the pool are hybrid ARMs with an initial fixed
         period of three years.

   -- Satisfactory Third-Party Due Diligence Review: A third-party

      due diligence firm conducted property valuation, credit and
      compliance reviews on 100.0% of the loans in the pool. Data
      integrity checks were also performed on the pool.

   -- Satisfactory Loan Performance to Date (Albeit Short):
      Caliber began originating loans under the five programs in
      Q4 2014. Of the approximately 1,392 mortgages originated to
      date, only 20 were ever 30 days delinquent, which generally
      self-cured shortly after, and one loan has been 60 days
      delinquent. Sterling's Advantage portfolio has experienced
      no delinquencies since October 2011 and Sterling's servicing

      portfolio maintains low delinquency rates of 0.08% through
      June 2016. Approximately 2.6% of the loans in the COLT 2016-
      2 portfolio have had prior 30-day delinquencies, but have
      all self-cured. In addition, voluntary prepayment rates have

      been relatively high as these borrowers tend to credit cure
      and refinance into lower-cost mortgages.

The transaction also includes the following challenges and
mitigating factors:

   -- Representations and Warranties (R&W) Framework and Provider:

      The R&W framework is considerably weaker compared with that
      of a post-crisis prime jumbo securitization. Instead of an
      automatic review when a loan becomes seriously delinquent,
      this transaction employs an optional review only when
      realized losses occur (unless the alleged breach relates to
      an ATR or TRID violation). In addition, rather than engaging

      a third-party due diligence firm to perform the R&W review,
      the Controlling Holder (initially the Sponsor or a majority-
      owned affiliate of the Sponsor) has the option to perform
      the review in house or use a third-party reviewer. Finally,
      the R&W providers (Caliber and Sterling) are unrated
      entities, have limited performance history of non-prime,
      non-QM securitizations and may potentially experience
      financial stress that could result in the inability to
      fulfill repurchase obligations. DBRS notes the following
      mitigating factors:
  
      -- The holders of Certificates representing 25.0% interest
         in the Certificates may direct the Trustee to commence a
         separate review of the related mortgage loan, to the
         extent that they disagree with the Controlling Holder's
         determination of a breach.

      -- Third-party due diligence was conducted on 100.0% of the
         loans included in the pool. A comprehensive due diligence

         review mitigates the risk of future R&W violations.

      -- DBRS conducted on-site originator (and servicer) reviews
         of Caliber and Sterling and deems them to be
         operationally sound.

      -- The Sponsor or an affiliate of the Sponsor will retain
         the Class M-2 Certificates, which represent at least 5.0%

         of the fair value of all the Certificates, aligning
         Sponsor and investor interest in the capital structure.

      -- Notwithstanding the above, DBRS adjusted the originator
         scores downward to account for the potential inability to

         fulfill repurchase obligations, the lack of performance
         history as well as the weaker R&W framework. A lower
         originator score results in increased default and loss
         assumptions and provides additional cushions for the
         rated securities.

   -- Non-Prime, QM-Rebuttable Presumption or Non-QM Loans:
      Compared with post-crisis prime jumbo transactions, this
      portfolio contains some mortgages originated to borrowers
      with weaker credit and prior derogatory credit events as
      well as QM-rebuttable presumption or non-QM loans.

      -- All loans were originated to meet the eight underwriting
         factors as required by the ATR rules. The Caliber loans
         were also underwritten to comply with the standards set
         forth in Appendix Q.

      -- Underwriting standards have improved substantially since
         the pre-crisis era.

      -- DBRS RMBS Insight Model incorporates loss severity
         penalties for non-QM and QM Rebuttable Presumption loans
         as explained in the Key Loss Severity Drivers section of
         the related report.

      -- For loans in this portfolio that were originated through
         the Homeowner's Access and Fresh Start programs, borrower

         credit events had generally happened 45 months and 33
         months, respectively, prior to origination, on average.

   -- Servicer Advances of Delinquent Principal and Interest
      (P&I): The servicers will advance scheduled P&I on
      delinquent mortgages until such loans become 180 days
      delinquent. This will likely result in lower loss severities

      to the transaction because advanced P&I will not have to be
      reimbursed from the trust upon the liquidation of the
      mortgages, but will increase the possibility of periodic
      interest shortfalls to the Certificateholders. Mitigating
      factors include that principal proceeds can be used to pay
      interest shortfalls to the Certificates as the outstanding   

      senior Certificates are paid in full as well as the fact
      that subordination levels are greater than expected losses,
      which may provide for payment of interest to the
      Certificates. DBRS ran cash flow scenarios that incorporated

      P&I advancing up to 180 days for delinquent loans; the cash
      flow scenarios are discussed in more detail in the Cash Flow

      Analysis section of the related report.

   -- Servicers' Financial Capability: In this transaction, the
      servicers, Caliber and Sterling, are responsible for funding

      advances to the extent required. The servicers are unrated
      entities and may face financial difficulties in fulfilling
      its servicing advance obligation in the future.
      Consequently, the transaction employs Wells Fargo, rated AA
      (high) by DBRS, as the Master Servicer. If a servicer fails
      in its obligation to make advances, Wells Fargo will be
      obligated to fund such servicing advances.

The DBRS ratings of the Certificates address the ultimate payment
of interest and full payment of principal (excluding interest-only
classes) by the legal final maturity date in accordance with the
terms and conditions of the related Certificates.


COLT 2016-2: Fitch Assigns 'BBsf' Rating on 3 Tranches
------------------------------------------------------
Fitch Ratings expects to rate COLT 2016-2 Mortgage Loan Trust (COLT
2016-2) as follows:

   -- $130,180,000 class A-1 certificates 'Asf'; Outlook Stable;

   -- $130,180,000 notional class A-1X certificates 'Asf'; Outlook

      Stable;

   -- $130,180,000 exchangeable class A-3 certificates 'Asf';
      Outlook Stable;

   -- $59,666,000 class A-2 certificates 'BBBsf'; Outlook Stable;

   -- $59,666,000 notional class A-2X certificates 'BBBsf';
      Outlook Stable;

   -- $59,666,000 exchangeable class A-4 certificates 'BBBsf';
      Outlook Stable;

   -- $8,787,000 class M-1 certificates 'BBsf'; Outlook Stable;

   -- $8,787,000 notional class M-1X certificates 'BBsf'; Outlook
      Stable;

   -- $8,787,000 exchangeable class M-1E certificates 'BBsf';
      Outlook Stable.

Fitch will not be rating the following certificates:

   -- $18,334,549 class M-2 certificates.

This is the second Fitch-rated RMBS transaction issued post-crisis
that consists primarily of newly originated, non-prime mortgage
loans. The most notable difference between COLT 2016-2 and COLT
2016-1 (which closed June 2016) is that not all of the loans in
2016-2 were originated by Caliber Home Loans, Inc. (Caliber).
Roughly 15% of the COLT 2016-2 pool was originated by Sterling Bank
and Trust, FSB (Sterling). Whereas the credit quality of the 85% of
the pool originated by Caliber in 2016-2 is consistent with the
credit quality of the loans in 2016-1, the loans originated by
Sterling have a different borrower credit profile, with higher
credit scores, lower loan-to-values and, notably, the use of bank
statements to document the borrower's income rather than
traditional income documentation. Despite projected loss penalties
to reflect the weaker income documentation, Fitch projects
meaningfully lower loan losses on the Sterling loans than for
Caliber loans due to the relative strength of the remaining loan
attributes.

In addition, Fitch made one change to its loss modelling approach
for 2016-2 related to its Ability to Repay (ATR) claim probability.
For 2016-1, Fitch doubled its standard ATR claim probability for
all non-qualified (non-QM) and Higher Priced-QM (HPQM) loans in the
pool. For 2016-2, Fitch did not double its standard ATR claim
probability for non-QM and HPQM borrowers with Appendix Q income
documentation, credit scores above 700 and household income above
$100,000. Consequently, for 2016-2 only roughly 20% of the pool
received double the standard ATR claim adjustment, while the
remaining non-QM and HPQM borrowers received the standard
adjustment. Fitch believes this adjustment more appropriately
reflects the risk of ATR claims in the pool.

The combination of the higher credit quality loans from Sterling
and a reduced ATR claim probability on a portion of the pool
resulted in lower pool loss expectations for 2016-2 relative to
2016-1.

TRANSACTION SUMMARY

The transaction is collateralized with 53% non-QM mortgages as
defined by the ATR rule while 41% is designated as HPQM and the
remainder either meets the criteria for Safe Harbor QM or ATR does
not apply. Due to the limited non-prime performance of the asset
manager, Hudson Americas L.P. (Hudson), and originators, Fitch
capped the highest possible initial rating at 'Asf'.

The certificates are supported by a pool of 501 mortgage loans with
credit scores (702) similar to legacy Alt-A collateral. However,
unlike legacy originations, many of the loans were underwritten to
comprehensive Appendix Q documentation standards and 100% due
diligence was performed confirming adherence to the guidelines. The
weighted average loan-to value ratio is roughly 76% and many of the
borrowers have significant liquid reserves. The transaction also
benefits from an alignment of interest as LSRMF Acquisitions I, LLC
(LSRMF) or a majority owned affiliate, will be retaining a
horizontal interest in the transaction equal to not less than 5% of
the aggregate fair market value of all the certificates in the
transaction.

Fitch applied a default penalty to 47% of the pool to account for
borrowers with a mortgage derogatory as recent as two years prior
to obtaining the new mortgage and increased its non-QM loss
severity penalty on lower credit quality loans to account for
potentially greater number of challenges to the ATR Rule. Fitch
also increased default expectations by 258 basis points at the
'Asf' rating category to reflect variances from a full
representation and warranty (R&W) framework.

Initial credit enhancement for the class A-1 certificates of 40.00%
is substantially above Fitch's 'Asf' rating stress loss of 16.75%.
The additional initial credit enhancement is primarily driven by
the pro rata principal distribution between the A-1 and A-2
certificates, which will result in a significant reduction of the
class A-1 subordination over time through principal payments to the
A-2. The certificate sizing also reflects the allocation of
collateral principal to pay only principal on the certificates and
collateral interest to pay only certificate interest. Both of these
features resulted in higher initial subordination to ensure that
principal and ultimate interest (with interest accrued on deferred
amounts) are paid in full by maturity under each class's respective
rating stress scenario.

KEY RATING DRIVERS

New Asset Class (concern): Due to the limited non-prime performance
of the asset manager, Hudson Americas L.P. (Hudson), and Caliber
(as originator), Fitch capped the highest possible initial rating
at 'Asf'. As Caliber and Hudson further develop a track record and
more non-prime performance is established while upholding the same
controls, Fitch will consider a higher rating.

Non-Prime Credit Quality (concern): The credit scores for the
Caliber loans average 701, which resemble legacy Alt-A collateral
while the 760 average score for the Sterling loans more closely
resemble recent prime quality loans. The pool was analyzed using
Fitch's Alt-A model with positive adjustments made to account for
the improved operational quality for recent originations, due
diligence review, and presence of liquid reserves. Negative
adjustments were made to reflect the inclusion of borrowers (47%)
with recent credit events, increased risk of ATR challenges and
loans with TILA RESPA Integrated Disclosure (TRID) exceptions.

Bank Statement Loans Included: (concern): While Sterling has an
established track record in originating both agency and non-agency
mortgage loans, 65 of the non-QM loans included in this pool were
underwritten to its Advantage Program where a 30 day (1 month) bank
statement was used to verify income, which is not consistent with
Appendix Q documentation standards. While employment and assets are
fully verified, the limited income verification resulted in
application of a probability of default (PD) penalty of
approximately 1.4 times for the Sterling loans and an increased
probability of ATR claims.

Appendix Q Compliant (positive): Of the 435 loans contributed by
Caliber, roughly 97% or 423 loans were underwritten to the
comprehensive Appendix Q documentation standards defined by ATR.
While a due diligence review identified roughly 2.8% of the Caliber
loans as having minor variations to Appendix Q, Fitch views those
differences as immaterial and all loans as having full income
documentation.

Operational and Data Quality (positive): Fitch reviewed Caliber's,
Sterling's and Hudson's origination and acquisition platforms and
found them to have sound underwriting and operational control
environments, reflecting industry improvements following the
financial crisis that are expected to reduce risk related to
misrepresentation and data quality. All loans in the mortgage pool
were reviewed by a third party due diligence firm, and the results
indicated strong underwriting and property valuation controls.

Alignment of Interests (positive): The transaction benefits from an
alignment of interests between the issuer and investors. LSRMF, as
sponsor and securitizer, or an affiliate will be retaining a
horizontal interest in the transaction equal to not less than 5% of
the aggregate fair market value of all the certificates in the
transaction. As part of its focus on investing in residential
mortgage credit, as of the closing date, LSRMF will retain the
class M-2 certificates, which represent 8.45% of the transaction.
Lastly, for the 435 Caliber-originated loans, the representations
and warranties are provided by Caliber, which is owned by LSRMF
affiliates, and therefore aligns the interest of the investors with
those of LSRMF to maintain high quality origination standards and
sound performance, as Caliber will be obligated to repurchase loans
due to rep breaches.

Modified Sequential Payment Structure (mixed): The structure
distributes collected principal pro rata among the class A notes
while shutting out the subordinate bonds from principal until both
class A notes have been reduced to zero. To the extent that either
the cumulative loss trigger event or the credit enhancement trigger
event occurs in a given period, principal will be distributed
sequentially to the class A-1 and A-2 bonds until they are reduced
to zero.

R&W Framework (concern): Caliber and Sterling, as originators, will
be providing loan level representations and warranties to the
trust. While the reps for this transaction are substantively
consistent with those listed in Fitch's published criteria and
provide a solid alignment of interest, Fitch added 258 bps to the
projected defaults at the 'Asf' rating category to reflect the
non-investment-grade counterparty risk of the providers and the
lack of an automatic review of defaulted loans. The lack of an
automatic review is mitigated by the ability of holders of 25% of
the total outstanding aggregate class balance to initiate a
review.

Servicing and Master Servicer (positive): Servicing will be
performed on 85% of the loans by Caliber and on 15% of the loans by
Sterling. Fitch rates Caliber 'RPS2-, with a Negative Outlook, due
to its fast growing portfolio and regulatory scrutiny, and reviewed
Sterling to be acceptable. Wells Fargo Bank, N.A. (Wells Fargo),
rated 'RMS1', with a Stable Outlook, will act as master servicer
and securities administrator. Advances required but not paid by
Caliber and Sterling will be paid by Wells Fargo.

RATING SENSITIVITIES

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

This defined stress sensitivity analysis demonstrates 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 8.3%. The analysis indicates that there is some
potential rating migration with higher MVDs, compared with the
model projection.

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

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by AMC Diligence, LLC (AMC). The third-party due diligence
described in Form 15E focused on three areas: a compliance review;
a credit review; and a valuation review; and was conducted on 100%
of the loans in the pool. Fitch considered this information in its
analysis and believes the overall results of the review generally
reflected strong underwriting controls. Fitch made the following
adjustment(s) to its analysis: A total of 10 loans were identified
as having material exceptions which are potentially at risk for
statutory damages and were subject to an increase in Fitch's LS of
$15,500 to account for the possible maximum statutory damage
awarded to a borrower ($4,000); borrower legal costs associated
with the TRID violation ($10,000); and the trust's incremental
legal costs associated with the error ($1,500). Fitch received
certifications indicating that the loan-level due diligence was
conducted in accordance with its published standards for reviewing
loans and in accordance with the independence standards outlined in
its criteria.

CRITERIA APPLICATION

A variation was made to Fitch's 'U.S. RMBS Loan Loss Model
Criteria' in regards to treatment of loans with prior credit
events. Historical data suggests that borrowers with similar credit
scores as those in the pool are nearly 20% more likely to default
on a future mortgage, as compared to all outstanding borrowers, if
they had a prior mortgage related credit event. This adjustment was
applied to the roughly 47% of the pool that had a prior mortgage
related credit event, resulting in approximately a 10% increase to
the pool's probability of default at each rating category.

Due to the structural features of the transaction, Fitch analyzed
the collateral with customized versions of two of its standard
models. Fitch's Alt-A Loan Loss Model was altered to include three
additional inputs; due diligence percentage, operational quality
and liquid reserves. These variables were not common in legacy
Alt-A loans and were excluded in the derivation of Fitch's Alt-A
model. Given the improvement in today's underwriting over legacy
standards, these aspects were taken into consideration and a net
credit was applied to the pool. The second customized model was
based off of Fitch's Cash Flow Assumptions workbook. The customized
version was created to allow for the consideration of delinquent
loans at issuance.


CREDIT SUISSE 2007-C4: S&P Affirms B- Rating on 4 Tranches
----------------------------------------------------------
S&P Global Ratings raised its ratings on two classes of commercial
mortgage pass-through certificates from Credit Suisse Commercial
Mortgage Trust Series 2007-C4, a U.S. commercial mortgage-backed
securities (CMBS) transaction.  In addition, S&P affirmed its
ratings on eight other classes from the same transaction.  S&P also
discontinued its 'AAA (sf)' rating on class A-AB following the full
repayment of the bond's outstanding principal balance.

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

S&P raised its ratings on classes A-M and A-1-AM to reflect its
expectation of the available credit enhancement for these classes,
which S&P believes is greater than its most recent estimate of
necessary credit enhancement for the respective rating levels.  The
upgrades also follow S&P's views regarding the collateral's current
and future performance and available liquidity support.

While available credit enhancement levels suggest further positive
rating movement on these classes, S&P's analysis also considered
their susceptibility to reduced liquidity support from the eight
specially serviced assets ($110.6 million, 11.4%) and magnitude of
nondefeased, performing loans (129 loans; $809.8 million, 83.2%)
maturing in the second half of 2017.

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 views regarding the collateral's current and
future performance, the transaction structure, and liquidity
support available to the classes.

S&P affirmed its 'AAA (sf)' rating on the class A-X interest-only
(IO) certificates based on S&P's criteria for rating IO
securities.

S&P discontinued its 'AAA (sf)' rating on class A-AB following the
full repayment of the bond's outstanding principal balance as noted
in the Aug. 17,2016, trustee remittance report.

                       TRANSACTION SUMMARY

As of the Aug. 17, 2016, trustee remittance report, the collateral
pool balance was $973.5 million, which is 46.8% of the pool balance
at issuance.  The pool currently includes 141 loans and two real
estate-owned (REO) assets (reflecting crossed loans), down from 211
loans at issuance.  Eight of these assets ($110.6 million, 11.4%)
are with the special servicer, 11 ($46.6 million, 4.8%) are
defeased, and 47 ($343.3 million, 35.3%) are on the master
servicers' combined watchlist.  The master servicers, KeyBank Real
Estate Capital, Midland Loan Services, and Wells Fargo Bank N.A.,
reported financial information for 91.3% of the nondefeased loans
in the pool, of which 78.9% was partial- or year-end 2015 data,
3.0% was partial-year 2016 data, and 9.4% was partial- or year-end
2014 data.

S&P calculated a 1.14x S&P Global Ratings weighted average debt
service coverage (DSC) and 101.0% S&P Global Ratings weighted
average loan-to-value (LTV) ratio using a 7.68%.  S&P Global
Ratings weighted average capitalization rate.  The DSC, LTV, and
capitalization rate calculations exclude the eight specially
serviced assets ($110.6 million, 11.4%), 11 defeased loans ($46.6
million, 4.8%), and one subordinate B hope note ($2.2 million,
0.2%).  The top 10 loans have an aggregate outstanding pool trust
balance of $357.3 million (36.7%).  Using servicer-reported
numbers, S&P calculated an S&P Global Ratings weighted average DSC
and LTV of 0.98x and 107.9%, respectively, for seven of the top 10
loans.  The remaining three loans are specially serviced and
discussed.

To date, the transaction has experienced $152.5 million in
principal losses, or 7.3% of the original pool trust balance.  S&P
expects losses to reach approximately 9.6% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the seven of the eight specially serviced assets.

                       CREDIT CONSIDERATIONS

As of the Aug. 17, 2016, trustee remittance report, eight assets in
the pool were with the special servicer, Torchlight Loan Services
LLC.  Details of the three largest specially serviced loans, all
top 10 loans, are:

   -- The Lakeview Plaza loan ($31.2 million, 3.2%) is the third-
      largest loan in the pool and has a total reported exposure
      of $35.4 million.  The loan is secured by a 176,549-sq.-ft.
      anchored retail property in Brewster, N.Y.  The loan was
      transferred to the special servicer on Jan. 16, 2014, due to

      monetary default.  Torchlight indicated they are finalizing
      a deed-in-lieu for the foreclosure agreement in order to
      take title of the property.  An appraisal reduction amount
      of $10.1 million is in effect against this loan.  S&P
      expects a moderate loss upon its eventual resolution.

   -- The Grove Square Shopping Center loan ($26.0 million, 2.7%)
      is the sixth-largest loan in the pool and has a total
      reported exposure of $26.2 million.  The loan is secured by
      a 191,095-sq.-ft. anchored retail property located in Maple
      Grove, Minn.  The loan was transferred to the special
      servicer on Oct. 30, 2015, due to the borrower's failure to
      post an additional $1.2 million letter of credit per the
      mortgage documents.  Torchlight indicated that the borrower
      is listing the property for sale, with the expectation of an

      end-of-year closing, with Torchlight dual-tracking the
      foreclosure process.  The reported DSC and occupancy as of
      mid-year 2015 were 1.09x and 92.0%, respectively.  S&P
      expects a minimal loss upon this loan's eventual resolution.

   -- The Egizii Portfolio loan ($19.4 million, 2.0%) is the 10th-
      largest loan in the pool and has a total reported exposure
      of $26.0 million.  The portfolio is secured by seven office
      and industrial properties totaling 395,199-sq.-ft. located
      in Springfield and Pana, Ill.  The loan was transferred to
      the special servicer on Jan. 22, 2013, due to monetary
      default.  Torchlight has indicated that a receiver has been
      appointed and the foreclosure process is underway.  The
      reported DSC and occupancy as of mid-year 2015 were 0.86x
      and 65.0%, respectively.  In addition, the master servicer
      has deemed this loan nonrecoverable.  S&P expects a
      significant loss upon its eventual resolution.

The five remaining assets with the special servicer each have
individual balances that represent less than 1.6% of the total pool
trust balance.  S&P estimated losses for seven of the eight
specially serviced assets, arriving at a weighted average loss
severity of 43.4%.

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

RATINGS LIST

Credit Suisse Commercial Mortgage Trust Series 2007-C4
Commercial mortgage pass-through certificates series 2007-C4
                                     Rating
Class              Identifier        To                  From
A-AB               20173TAD7         NR                  AAA (sf)
A-4                20173TAE5         AAA (sf)            AAA (sf)
A-1-A              20173TAF2         AAA (sf)            AAA (sf)
A-M                20173TAG0         BBB (sf)            BB+ (sf)
A-J                20173TAJ4         B- (sf)             B- (sf)
B                  20173TAM7         B- (sf)             B- (sf)
C                  20173TAP0         B- (sf)             B- (sf)
D                  20173TAR6         CCC (sf)            CCC (sf)
A-X                20173TBV6         AAA (sf)            AAA (sf)
A-1-AM             20173TAH8         BBB (sf)            BB+ (sf)
A-1-AJ             20173TAK1         B- (sf)             B- (sf)

NR--Not rated.


CRESTLINE DENALI XIV: Moody's Assigns Ba3 Rating to Class E Notes
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to five
classes of notes to be issued by Crestline Denali CLO XIV, Ltd.
(the "Issuer" or "Crestline Denali CLO XIV").

Moody's rating action is as follows:

   -- US$225,250,000 Class A Senior Secured Floating Rate Notes
      due 2028 (the "Class A Notes"), Assigned (P)Aaa (sf)

   -- US$42,875,000 Class B Senior Secured Floating Rate Notes due

      2028 (the "Class B Notes"), Assigned (P)Aa2 (sf)

   -- US$20,350,000 Class C Senior Secured Deferrable Floating
      Rate Notes due 2028 (the "Class C Notes"), Assigned (P)A2
      (sf)

   -- US$19,000,000 Class D Senior Secured Deferrable Floating
      Rate Notes due 2028 (the "Class D Notes"), Assigned (P)Baa3
      (sf)

   -- US$17,500,000 Class E Secured Deferrable Floating Rate Notes

      due 2028 (the "Class E Notes"), Assigned (P)Ba3 (sf)

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

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

RATINGS RATIONALE

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

Crestline Denali CLO 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 92.5% of the
portfolio must consist of senior secured loans, cash, and eligible
investments, and up to 7.5% of the portfolio may consist of second
lien loans, unsecured loans and bonds. Moody's said, “We expect
the portfolio to be approximately 80% ramped as of the closing
date.”

Crestline Denali Capital, L.P. (the "Manager") will direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 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 December 2015.

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

   -- Par amount: $350,000,000

   -- Diversity Score: 60

   -- Weighted Average Rating Factor (WARF): 2800

   -- Weighted Average Spread (WAS): 3.85%

   -- Weighted Average Coupon (WAC): 7.50%

   -- Weighted Average Recovery Rate (WARR): 48.0%

   -- Weighted Average Life (WAL): 8 years.

Methodology Underlying the Rating Action:

The prinicpal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2015.

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

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

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

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

Percentage Change in WARF -- increase of 15% (from 2800 to 3220)

   Rating Impact in Rating Notches

   -- Class A Notes: 0

   -- Class B Notes: -1

   -- Class C Notes: -2

   -- Class D Notes: -1

   -- Class E Notes: -1

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

   Rating Impact in Rating Notches

   -- Class A Notes: -1

   -- Class B Notes: -3

   -- Class C Notes: -3

   -- Class D Notes: -2

   -- Class E Notes: -1



CSFB HOME 2006-1: Moody's Hikes Class M-3 Notes Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
tranches issued by CSFB Home Equity Asset Trust 2006-1, backed by
Subprime RMBS loans.

Complete rating actions are as follows:

   Issuer: CSFB Home Equity Asset Trust 2006-1

   -- Cl. M-1, Upgraded to Aa2 (sf); previously on Dec 7, 2015
      Upgraded to Aa3 (sf)

   -- Cl. M-2, Upgraded to Baa1 (sf); previously on Dec 7, 2015
      Upgraded to Ba3 (sf)

   -- Cl. M-3, Upgraded to Caa1 (sf); previously on May 5, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The ratings upgrades are primarily due to an improvement in pool
performance and the total credit enhancement available to the
bonds. The rating actions reflect the recent performance of the
underlying pools and Moody's updated loss expectation on these
pools.

Today's rating actions also reflects corrections to the cash-flow
model used by Moody's in rating CSFB Home Equity Asset Trust
2006-1. The model was corrected to allow projected excess spread to
reimburse future modeled tranche losses.

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 ratings:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in July 2016 from 5.3% in July
2015. Moody's forecasts an unemployment central range of 4.5% to
5.5% for the 2016 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 2016. 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.


GALLERIA CDO V: Moody's Hikes Class A-1 Notes Rating to B3
----------------------------------------------------------
Moody's Investors Service has upgraded the rating on notes issued
by Galleria CDO V, Ltd.:

   -- Class A-1 Senior Secured Floating Rate Term Notes, due 2037
      (current outstanding balance of $12,713,386.52), Upgraded to

      B3 (sf); previously on December 11, 2014 Upgraded to Caa3
      (sf)

   -- Galleria CDO V, Ltd., issued in August 2002, is a
      collateralized debt obligation backed primarily by a
      portfolio of RMBS with some exposure to CDOs and corporate
      assets originated in 2001 to 2005.

RATINGS RATIONALE

The rating action is due primarily to the deleveraging of the
senior notes and an increase in the transaction's
over-collateralization ratios since September 2015. The Class A-1
notes have paid down by approximately 34.7%, or $6.8 million, since
that time. Based on the trustee's August 2016 report, the
over-collateralization ratio of the Class A is reported at 125.65%,
versus 103.21% in September 2015. The paydown of the Class A-1
notes is partially the result of cash collections from certain
assets treated as defaulted by the trustee in amounts materially
exceeding expectations.

The trustee reported that, on June 18, 2008, the transaction
experienced an "Event of Default" as set forth in Section 5.1 (i)
of the indenture dated August 7, 2002. On November 18, 2008,
holders of at least a majority of the controlling class directed
the trustee to declare the notes immediately due and payable. The
Event of Default continues.

Methodology Underlying the Rating Action

The prinicpal methodology used in this rating was "Moody's Approach
to Rating SF CDOs," published in July 2015.

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:

   -- Primary causes of uncertainty about assumptions are the
      extent of any deterioration in either consumer or commercial

      credit conditions and in the residential real estate
      property markets. The residential real estate property
      market's uncertainties include housing prices; the pace of
      residential mortgage foreclosures, loan modifications and
      refinancing; the unemployment rate; and interest rates.

   -- Deleveraging: One source of uncertainty in this transaction
      is whether deleveraging from principal proceeds, recoveries
      from defaulted assets, and excess interest proceeds will
      continue and at what pace. Faster than expected deleveraging

      could have a significantly positive impact on the notes'
      ratings.

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

      positively impact the notes' ratings.

Loss and Cash Flow Analysis:

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

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

   Caa ratings notched up by two rating notches (2380):

   -- Class A-1: +2

   -- Class B: 0

   -- Class C-1: 0

   -- Class C-2: 0

   Caa ratings notched down by two notches (3787):

   -- Class A-1: -1

   -- Class B: 0

   -- Class C-1: 0

   -- Class C-2: 0


GLENEAGLES CLO: Moody's Lowers Rating on Class D Notes to B1
------------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by Gleneagles CLO Ltd:

  $49,500,000 Class D Floating Rate Senior Secured Deferrable
   Interest Extendable Notes Due Nov. 1, 2017, (current
   outstanding balance of $28,816,366), Downgraded to B1 (sf);
   previously on April 1, 2015, Affirmed Ba3 (sf)

Moody's also affirmed the rating on the following notes:
US$51,000,000 Class C Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due Nov. 1, 2017, (current outstanding
balance of $30,390,187.10), Affirmed Aa3 (sf); previously on
April 1, 2015, Upgraded to Aa3 (sf)

Gleneagles CLO Ltd, issued in October 2005, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans with material exposure to structured finance, long
dated and legacy defaulted assets.  The transaction's reinvestment
period ended in November 2012.

                        RATINGS RATIONALE

The rating downgrade on the Class D notes is primarily the result
of the deal's material exposure to assets that mature after the
maturity of the notes (long-dated assets), defaulted and thinly
traded assets.  Based on Moody's calculations, long-dated assets
have increased to 47.9% of the portfolio, versus 31.1% in January
2016.  These assets could expose the Class D notes to market risk
in the event of liquidation at the notes' impending maturity date
in November 2017.  Additionally, the current portfolio has exposure
to $51.3 million of assets reported as defaulted by the trustee,
approximately $26.3 million of which have been defaulted for more
than three years.  Lastly, the deal has material par exposure to
thinly traded or untraded loans, whose lack of liquidity may pose
additional risks relating to the issuer's ultimate ability or
inclination to pursue a liquidation of such assets, especially if
the sales can be transacted only at heavily discounted price
levels.

The rating affirmation of the Class C notes reflects deleveraging
of the notes and an increase in the Class C overcollateralization
(OC) ratio, which offset deterioration in the portfolio since
January 2016.  The Class B notes were paid down by $41.3 million
and are no longer outstanding while Class C notes have been paid
down by approximately 40% or $20.6 million since that time.  Based
on Moody's calculation, the Class C OC ratio (after taking into
account the Aug. 1, 2016, payment) has improved to 238.96% from
146.58% in January 2016.

Methodology Used for the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2015.

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

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

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

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

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

     of the collateral can have adverse consequences for CLO
     performance.

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

     current expectations will usually have a positive impact on
     CLO notes, beginning with those with the highest payment
     priority.

  5) Recovery of defaulted assets: Fluctuations in the market
     value of defaulted assets reported by the trustee and those
     that Moody's assumes as having defaulted could result in
     volatility in the deal's OC levels.  Further, the timing of
     recoveries and whether a manager decides to work out or sell
     defaulted assets create additional uncertainty.  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) 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.

  8) Lack of portfolio granularity: The performance of the
     portfolio depends to a large extent on the credit conditions
     of a few large obligors Moody's rates Caa1 or lower/non-
     investment-grade especially if they jump to default.  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
     CDOROMTM software or individual scenario analysis.

  9) Operational risk: The deal contains a large proportion of
     collateral assets that mature after the CLO's legal maturity
     date.  Repayment of the notes at their maturity will be
     highly dependent on the issuer's successful monetization of
     the long-dated assets which will be contingent upon issuer's
     ability and willingness to sell these 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% (2698)
Class C: 0
Class D: +1
Moody's Adjusted WARF + 20% (4048)
Class C: -1
Class D: 0

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations".  In addition,
because of the collateral pool's low diversity, Moody's used CDOROM
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 $63.3 million, defaulted par
of $52.5 million, a weighted average default probability of 10.17%
(implying a WARF of 3373), a weighted average recovery rate upon
default of 47.71%, a diversity score of 8 and a weighted average
spread of 3.40% (before accounting for LIBOR floors).

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

A 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 14.15% of the collateral
pool.


GMAC COMMERCIAL 2002-C3: Moody's Hikes Class K Notes Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded two and affirmed three classes
of GMAC Commercial Mortgage Securities, Inc. Series 2002-C3 Trust
as follows:

   -- Cl. K, Upgraded to B1 (sf); previously on Oct 9, 2015
      Upgraded to B3 (sf)

   -- Cl. L, Upgraded to Caa1 (sf); previously on Oct 9, 2015
      Affirmed C (sf)

   -- Cl. M, Affirmed C (sf); previously on Oct 9, 2015 Affirmed C

      (sf)

   -- Cl. N, Affirmed C (sf); previously on Oct 9, 2015 Affirmed C

      (sf)

   -- Cl. X-1, Affirmed Caa3 (sf); previously on Oct 9, 2015
      Affirmed Caa3 (sf)

RATINGS RATIONALE

The ratings on two P&I class were upgraded due to lower anticipated
losses from loans in special servicing.

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

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

Moody's rating action reflects a base expected loss of 23.3% of the
current balance, compared to 33.3% at Moody's last review. Moody's
base expected loss plus realized losses is now 3.7% of the original
pooled balance, compared to 4.3% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3, compared to 5 at Moody's last review.

DEAL PERFORMANCE

As of the August 10, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $14 million
from $777 million at securitization. The certificates are
collateralized by 6 mortgage loans ranging in size from 3% to 50%
of the pool.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $25 million (for an average loss
severity of 39%). Two loans, constituting 81% of the pool, are
currently in special servicing. The specially serviced loans are
secured by a mix of property types. Moody's estimates an aggregate
$3.4 million loss for the specially serviced loans (28% expected
loss on average).

The largest specially serviced loan is the Lake Park Pointe
Shopping Center loan ($7.4 million -- 50.3% of the pool), which is
secured by a 80,000 square foot (SF) retail shopping center in
Chicago, Illinois. The loan transferred to special servicing in
April 2012 due to the largest tenant vacating in 2011. A loan
modification in April 2013 included an interest reduction to 5%
from 7.1% and an initial forbearance extension. There have been
additional forbearance periods executed. As of June 2016, the
property was 74% leased and major tenants at the property include
Ross Dress for Less and Walgreens.

The other specially serviced loan is the Vista Office Center ($4.6
million -- 31.4% of the pool), which is secured by a 46,000 SF
office building in Temecula, California. The loan initially
transferred to special servicing in October 2012 due to imminent
maturity default and became REO in June 2013. As of July 2016 the
property was 68% leased.

Moody's received full year 2015 operating results for 90% of the
pool. Moody's weighted average conduit LTV is 41%, compared to 86%
at Moody's last review. Moody's conduit component excludes loans
with credit assessments, defeased and CTL loans, and specially
serviced and troubled loans. Moody's net cash flow (NCF) reflects a
weighted average haircut of 34% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 0.81X and 2.69X,
respectively, compared to 1.59X and 1.51X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three loans represent 13% of the pool balance.

The largest performing loan is the Walgreens Savannah Loan ($0.8
million -- 5.6% of the pool), which is secured by a 15,120 SF
Walgreens anchored retail property in Savannah, Georgia. This
property is 100% leased to Walgreens until November 2061. The loan
is fully amortizing and will mature in October 2021. Moody's LTV
and stressed DSCR are 41% and 2.65X, respectively, compared to 45%
and 2.38X at prior review.

The second largest performing loan is the Walgreens Hattiesburg MS
Loan ($0.6 million to 4.5% of the pool), which is secured by a
retail property that is currently 100% leased to Walgreens in
Hattiesburg, Mississippi. The loan is fully amortizing and will
mature in July 2019. Moody's LTV and stressed DSCR are 36% and
3.03X, respectively, compared to 43% and 2.51X at prior review.

The third largest performing loan is the Walgreens Madison Hoy Loan
($0.4 million -- 3.2% of the pool), which is secured by a 13,905 SF
Walgreens anchored retail property in Madison, Mississippi. This
property is currently vacant, however, Walgreens will continue to
pay rent until lease termination. The loan is fully amortizing and
will mature in January 2019. Moody's LTV and stressed DSCR are 48%
and 2.28X, respectively, compared to 30% and 3.57X at prior review.


JEFFERIES MILITARY 2010-XLII: DBRS Confirms B Rating on 2010A Certs
-------------------------------------------------------------------
DBRS, Inc. confirmed the rating on the Pass-Through Certificates,
Series 2010-XLII, HUNTER Project Certificates Series 2010A issued
by Jefferies Military Housing Trust, Series 2010-XLII at B (sf)
with a Stable trend.

This transaction consists of one $90 million loan collateralized by
the residual cash flow interests from 12 U.S. military housing
projects located on 11 bases in ten states (the original
collateral). The sponsor, Hunt Companies, Inc. (Hunt), also pledged
collateral in distribution rights and/or development fees for an
additional 15 projects as collateral for the loan after DBRS's
initial review of the transaction. The loan was originated in 2010
with scheduled maturity in October 2030 and a final maturity in
October 2045. Following an initial interest-only period of five
years, the loan began amortizing in November 2015. As of the July
2016 remittance, the loan had an outstanding balance of $89.8
million.

The rating confirmation reflects the stable performance of the
transaction with a trailing 12-month (T-12) average debt service
coverage ratio (DSCR) of 1.79 times (x) for the trust debt at July
2016. Over the past year, the T-12 average DSCR has hovered between
1.70x and 1.82x with cash flows holding relatively steady for the
last year. These figures compare well with the DSCR of 1.29x sized
by DBRS at issuance based on the cash flow assumptions in a
base-case scenario that included a 1.0% annual growth rate for
expenses and basic allowance for housing (BAH) income over the life
of the loan. DBRS received updated BAH figures for nine of the 12
projects in the original collateral set. For those nine projects,
the weighted-average (WA) BAH per unit figure was $1,426, comparing
well with the WA BAH of $1,241 for those nine projects at issuance
and implying annual growth well above that in the DBRS base-case
scenario. As of the July 2016 rent rolls received for those nine
properties, the WA occupancy rate was healthy at 95.4% with a range
of 91.3% to 97.4%.

RATINGS

Issuer            Debt Rated         Rating Action     Rating
------            ----------         -------------     ------
Jefferies         Pass-Through         Confirmed        B(sf)
Military Housing  Certificates,
Trust, Series     Series 2010-XLII,
2010-XLII         HUNTER Project
                  Certificates Series
                  2010A



JP MORGAN 2005-CIBC12: Moody's Cuts Class B Certs Rating to B1
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes and
downgraded the ratings of three classes in J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Pass-Through
Certificates, Series 2005-CIBC12 as follows:

   -- Cl. A-J, Affirmed Baa1 (sf); previously on Sep 3, 2015
      Upgraded to Baa1 (sf)

   -- Cl. B, Downgraded to B1 (sf); previously on Sep 3, 2015
      Affirmed Ba3 (sf)

   -- Cl. C, Downgraded to Caa3 (sf); previously on Sep 3, 2015
      Affirmed B3 (sf)

   -- Cl. D, Affirmed C (sf); previously on Sep 3, 2015 Affirmed C

      (sf)

   -- Cl. X-1, Downgraded to Caa3 (sf); previously on Sep 3, 2015
      Downgraded to Caa1 (sf)

RATINGS RATIONALE

The rating on Class A-J was affirmed because the transaction's key
metrics, including Moody's loan-to-value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the transaction's
Herfindahl Index (Herf), are within acceptable ranges. The rating
on Class D was affirmed because the rating is consistent with
Moody's expected loss.

The ratings on Classes B and C were downgraded due to realized and
anticipated losses from specially serviced loans.

The rating on the IO Class, Class X-1, was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

Moody's rating action reflects a base expected loss of 27.1% of the
current balance compared to 20.1% at Moody's last review. Moody's
base expected loss plus realized losses is now 10.2% of the
original pooled balance, compared to 9.7% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5, compared to 11 at Moody's last review.

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

DEAL PERFORMANCE

As of the August 12, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $148.1
million from $2.17 billion at securitization. The certificates are
collateralized by 12 mortgage loans ranging in size from less than
1% to 25% of the pool. The pool contains no loans with
investment-grade structured credit assessments. One loan,
constituting 10% of the pool, has defeased and is secured by US
government securities.

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

Forty-four loans have been liquidated from the pool, contributing
to an aggregate realized loss of $182.0 million (for an average
loss severity of 37%). Four loans, constituting 53% of the pool,
are currently in special servicing. The largest loan is the Fort
Steuben Mall Loan ($36.7 million -- 24.8% of the pool), which is
secured by a 685,600 square foot (SF) single-story Class B regional
mall in Steubenville, Ohio. The mall anchors include Sears, JC
Penney, Walmart, and Macy's. Sears and JC Penney are part of the
loan collateral. The mall is the only regional mall within a 30
miles radius. The loan transferred to special servicing in January
2016 when the borrower stated it will no longer will fund
shortfalls to cover debt service. Foreclosure has been filed. The
loan was 88% leased as of March 2016, unchanged from last review.
Moody's anticipates a significant loss on this loan.

The second largest specially serviced loan is the South Brunswick
Square Loan ($32.1 million -- 21.7% of the pool), a 260,980 SF
retail center located on Route 1 in South Brunswick / Monmouth
Junction, New Jersey. Approximately 142,000 SF of the property is
secured as collateral. The anchors at the property are Home Depot
(not part of collateral) and Bob's Furniture; other retailers
include Dollar Tree, Bandito's Grill and several smaller local
retailers. The loan transferred to special servicing in August 2014
due to imminent default. The former grocery anchor tenant, Stop &
Shop, vacated at its lease expiration in July 2014. The special
servicer indicated they are working to complete foreclosure of the
collateral. All property cash flow is currently directed to a
lender-controlled lockbox. The property was 76% leased as April
2016.

The third largest specially serviced loan is the Atrium Executive
Plaza Loan ($7.1 million -- 4.8% of the pool). The loan transferred
to special servicing in January 2015 for imminent default. A short
sale has been approved and should close by the end of September
2016.

The remaining specially serviced loan is secured by a retail
property in La Quinta, California. Moody's estimates an aggregate
$39.1 million loss for the specially serviced loans (50% expected
loss on average).

Moody's received full year 2015 operating results for 100% of the
pool, and partial year 2016 operating results for 59% of the pool.
Moody's weighted average conduit LTV is 84%, compared to 82% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 13.6% 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 1.51X and 1.37X
respectively, compared to 1.44X and 1.30X, at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three performing conduit loans represent 30% of the pool
balance. The largest loan is the Discovery Channel Building Loan
($25.8 million -- 17.4% of the pool). The loan is secured by a
149,000 SF office property located in downtown Silver Spring,
Maryland. The property is 100% leased to Discovery Communications,
a mass media company, through March 2025. The loan matures in July
2020. Moody's value incorporates a dark/lit analysis to recognize
the single-tenant exposure. Moody's LTV and stressed DSCR are 99%
and 1.11X, respectively, compared to 100% and 1.10X at the last
review.

The second largest loan is the LXP-The Dial Corporation Loan ($13.9
million -- 9.4% of the pool). The loan is secured by a 130,000 SF
office property in Scottsdale, Arizona. The property is located
approximately 1 mile from the Scottsdale Airport. The property is
100% leased to International Cruise and Excursion Gallery, Inc.
through December 2019. The rent increases 5% each year. The loan
matures in December 2016. Moody's value incorporates a dark/lit
analysis to recognize the single-tenant exposure. Moody's LTV and
stressed DSCR are 55% and 1.80X, respectively, compared to 63% and
1.60X at the last review.

The third largest loan is the Lewisville Town Center Loan ($5.1
million -- 3.4% of the pool). The loan is secured by a 47,000 SF
retail property located in Lewistown a suburb of Dallas-Fort Worth,
Texas. The property is located in a major retail corridor. The
largest tenants include a JP Morgan Bank Branch, Korner Café and
Italian Vila. As of June 2016, the property was 97% leased. Moody's
LTV and stressed DSCR are 65% and 1.43X, respectively, compared to
79% and 1.18X at the last review.


JP MORGAN 2005-LDP3: Moody's Affirms B1 Rating on Class F Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed the rating on one class,
upgraded the rating on one class and downgraded the rating on one
class in J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Pass-Through Certificates, Series 2005-LDP3 as follows:

   -- Cl. F, Upgraded to B1 (sf); previously on Nov 12, 2015
      Affirmed Caa2 (sf)

   -- Cl. G, Affirmed C (sf); previously on Nov 12, 2015 Affirmed
      C (sf)

   -- Cl. X-1, Downgraded to C (sf); previously on Nov 12, 2015
      Downgraded to Caa3 (sf)

RATINGS RATIONALE

The rating on the P&I class was upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 76% since Moody's last
review.

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

The rating on the IO Class was downgraded because it is not
currently, nor expected to receive monthly interest payments.

Moody's rating action reflects a base expected loss of 3.6% of the
current balance, compared to 11.6% at Moody's last review. Moody's
base expected loss plus realized losses is now 5.3% of the original
pooled balance, compared to 5.6% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

Please note that on June 30, 2016, Moody's released a "Request for
Comment" in which it has requested market feedback on potential
clarifications to its methodology for rating IO securities called
"Moody's Approach to Rating Structured Finance Interest-Only
Securities," dated October 20, 2015. “If the revised Credit
Rating Methodology is implemented as proposed, we would withdraw
the Credit Rating on Class X as this bond has expected future
excess interest payments of zero and the obligation has in effect
matured.” Moody's said. Please refer to Moody's Request for
Comment, titled "Interest-Only (IO) Securities" for further details
regarding the implications of the proposed Credit Rating
Methodology revisions on certain Credit Ratings.

DESCRIPTION OF MODELS USED

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

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

DEAL PERFORMANCE

As of the August 15, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 99.5% to $10.8
million from $2.02 billion at securitization. The certificates are
collateralized by five mortgage loans ranging in size from 4% to
45% of the pool.

One loan, constituting 10% of the pool, is on the master servicer's
watchlist. The watchlist includes loans that meet certain portfolio
review guidelines established as part of the CRE Finance Council
(CREFC) monthly reporting package. As part of Moody's ongoing
monitoring of a transaction, the agency reviews the watchlist to
assess which loans have material issues that could affect
performance.

Twenty-nine loans have been liquidated from the pool, resulting in
an aggregate realized loss of $107 million (for an average loss
severity of 50%). Two loans, constituting 67% of the pool, are
currently in special servicing. The largest specially serviced loan
is the Maineville Crossing Loan ($4.9 million - 45% of the pool),
which is secured by a mixed use office/retail property located
approximately 28 miles northeast of the Cincinnati CBD in
Maineville, OH. The loan transferred to special servicing in
September 2015 due to a balloon default. The borrower entered into
a forbearance from May to August 2016. As of June 2014, the
property was 94% leased.

The other specially serviced loans is secured by a 23,400 SF office
building located in Riverside, CA.

Moody's estimates an aggregate $392,000 loss for specially serviced
loans (5% expected loss on average).

Moody's received full year 2015 and full or partial year 2016
operating results for 100% of the pool. Moody's weighted average
conduit LTV is 70%, compared to 72% 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 20% to the most recently available net operating
income (NOI). Moody's value reflects a weighted average
capitalization rate of 8.9%.

Moody's actual and stressed conduit DSCRs are 1.17X and 1.62X,
respectively, compared to 1.58X and 1.44X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest conduit loan is the LaSalle Bank -- St. Charles, IL
Loan ($2.1 million -- 19% of the pool), which is secured by a 6,000
square foot (SF) single tenant retail property located in St.
Charles, IL approximately 40 miles west of Chicago. As of March
2016, the property was 100% leased, as it has been since
securitization. The property is leased to Bank of America through
August 2021. Moody's LTV and stressed DSCR are 67% and 1.41X,
respectively, compared to 65% and 1.44X at the last review.

The second largest loan is the Streetcar Place Loan ($1.1 million
-- 10% of the pool), which is secured by a 29,470 square foot (SF)
mixed-use building located in Laconia, NH. As of June 2016, the
property was 78% leased, compared to 87% as of December 2015.
Moody's LTV and stressed DSCR are 93% and 1.08X, respectively,
compared to 86% and 1.16X at the last review.

The third largest loan is the Ambassador Caffery Plaza Loan
($452,000 -- 4% of the pool), which is secured by a 9,938 square
foot (SF) retail property located in Lafayette, LA. As of March
2016, the property was 100% leased, compared to 85% as of December
2015. The loan is fully amortizing. Moody's LTV and stressed DSCR
are 25% and 3.93X, respectively, compared to 29% and 3.42X at the
last review.



JP MORGAN 2012-LC9: Moody's Affirms Ba2 Rating on Class F Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of 15 classes in
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series
2012-LC9 as follows:

   -- Cl. A-2, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. A-3, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. A-4, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. A-5, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. A-S, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. A-SB, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. B, Affirmed Aa2 (sf); previously on Oct 9, 2015 Affirmed

      Aa2 (sf)

   -- Cl. C, Affirmed A2 (sf); previously on Oct 9, 2015 Affirmed
      A2 (sf)

   -- Cl. D, Affirmed Baa1 (sf); previously on Oct 9, 2015
      Affirmed Baa1 (sf)

   -- Cl. E, Affirmed Baa3 (sf); previously on Oct 9, 2015   
      Affirmed Baa3 (sf)

   -- Cl. F, Affirmed Ba2 (sf); previously on Oct 9, 2015 Affirmed
   
      Ba2 (sf)

   -- Cl. G, Affirmed B2 (sf); previously on Oct 9, 2015 Affirmed
      B2 (sf)

   -- Cl. EC, Affirmed Aa3 (sf); previously on Oct 9, 2015
      Affirmed Aa3 (sf)

   -- Cl. X-A, Affirmed Aaa (sf); previously on Oct 9, 2015
      Affirmed Aaa (sf)

   -- Cl. X-B, Affirmed A1 (sf); previously on Oct 9, 2015
      Affirmed A1 (sf)

RATINGS RATIONALE

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

The rating on the exchangeable class (Class EC) was affirmed based
on the credit performance (or the weighted average rating factor or
WARF) of the classes with which it is exchangeable.

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

Moody's rating action reflects a base expected loss of 1.9% of the
current balance, compared to 1.8% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.8% of the original
pooled balance, compared to 1.8% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 20, the same as at Moody's last review.

DEAL PERFORMANCE

As of the August 17, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 5.6% to $1.01
billion from $1.07 billion at securitization. The certificates are
collateralized by 43 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten loans (excluding
defeasance) constituting 60% of the pool. The pool contains no
loans with investment-grade structured credit assessments. Two
loans, constituting less than 1% of the pool, has defeased and are
secured by US government securities.

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

Moody's received full year 2015 operating results for 99% of the
pool. Moody's weighted average conduit LTV is 93%, compared to 94%
at Moody's last review. Moody's conduit component excludes loans
with structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12.7% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.80X and 1.14X,
respectively, compared to 1.77X and 1.11X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 27% of the pool balance. The
largest loan is the West County Center Loan ($128 million -- 13% of
the pool), which represents a participation interest in a $188
million mortgage loan. The loan is secured by a collateral portion
of a super-regional mall in Des Peres, Missouri, a suburb of St.
Louis. The mall was 98% occupied as of March 2016, compared to 99%
occupied at year-end 2014, and 98% at securitization. Moody's LTV
and stressed DSCR are 85% and 1.11X, respectively, compared to 84%
and 1.13X at prior review.

The second largest loan is the Waterfront Loan ($81 million -- 8%
of the pool). The loan is secured by the retail components of a
larger master planned development in Homestead, Pennsylvania, a
suburb of Pittsburgh. The collateral includes a power center
component, a big box component, as well as strip center and
restaurant pad space. The property was 97% leased as of year-end
2015, compared to 95% the prior year. Moody's LTV and stressed DSCR
are 98% and 1.03X, respectively, compared to 99% and 1.02X at the
last review.

The third largest loan is the 360 North Crescent Loan ($65 million
-- 6% of the pool). The loan is secured by two adjacent office
properties located in Beverly Hills, California. The properties are
100% leased to Platinum Equity through October 22, 2027, and serve
as the firm's global headquarters. Moody's LTV and stressed DSCR
are 105% and, 0.95X, respectively, unchanged from the last review.


JP MORGAN 2016-WSP: Fitch Assigns 'BB-sf' Rating on Class E Debt
----------------------------------------------------------------
Fitch Ratings has issued a presale report on J.P. Morgan Chase
Commercial Mortgage Securities Trust 2016-WSP commercial mortgage
pass-through certificates series 2016-WSP.

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

   -- $86,300,000 class A 'AAAsf'; Outlook Stable;

   -- $20,900,000 class B 'AA-sf'; Outlook Stable;

   -- $19,600,000 class C 'A-sf'; Outlook Stable;

   -- $23,200,000 class D 'BBB-sf'; Outlook Stable;

   -- $150,000,000a class X-CP 'BBB-sf'; Outlook Stable;

   -- $150,000,000a class X-NCP 'BBB-sf'; Outlook Stable;

   -- $36,900,000 class E 'BB-sf'; Outlook Stable;

   -- $48,100,000 class F 'B-sf'; Outlook Stable.

(a) Notional amount and interest-only.

The expected ratings are based on information provided by the
issuer as of Aug. 31, 2016.

The certificates represent the beneficial interest in a trust that
holds a two-year, floating-rate, interest-only $235 million
mortgage loan secured by the fee interests in 63 hotel properties
with a total of 7,557 rooms located in 20 states. The sponsor of
the loan is WoodSpring Hotels Holdings. The loan was originated by
JPMorgan Chase Bank, National Association (rated 'A+'/'F1'/Stable
Outlook).

KEY RATING DRIVERS

High Leverage on Full Debt Stack: The total debt package includes
mezzanine financing in the amount of $40.0 million that is not
included in the trust. Fitch Ratings' stressed debt service
coverage ratio (DSCR) and loan to value (LTV) for the full debt
stack are 0.96x and 112.1%, respectively. Fitch's DSCR and LTV for
the trust component of the debt are 1.13x and 95.8%, respectively.

Granular and Diverse Portfolio: The portfolio comprises 63
extended-stay hotels, three are currently operated as WoodSpring
Suites and the remaining 60 as Value Place (54 of which are
expected to be rebranded to WoodSpring Suites by 2017), across 20
states. No single asset accounts for more than 3.3% of the TTM July
2016 net cash flow, or 1.7% of the total keys.

Upward Trending Performance: Average daily revenue per available
room (RevPAR) as of the TTM July 2016 of $30.20 reflected an
increase of 4.2% over 2015 and 12.7% above 2014.

Experienced Sponsorship and Management: The sponsor, WoodSpring
Hotels Holdings, was founded by Jack DeBoer and currently owned by
private-equity firm Lindsay Goldberg. In addition to the Value
Place brand (founded in 2003), Mr. DeBoer founded the Residence
Inn, Summerfield Suites and Candlewood Suites brands, which he
successfully grew and ultimately sold.

RATING SENSITIVITIES

Fitch found that the 'AAAsf' class could withstand an approximate
71.5% decrease to the most recent actual net cash flow (NCF) prior
to experiencing $1 of loss to the 'AAAsf' rated class. Fitch
performed several stress scenarios in which the Fitch NCF was
stressed. Fitch determined that a 62.6% reduction in Fitch's
implied NCF would cause the notes to break even at a 1.0x debt
service coverage ratio (DSCR), based on the actual debt service.

Fitch evaluated the sensitivity of the ratings for class A and
found that a 17% decline in Fitch's implied NCF would result in a
one-category downgrade, while a 48% decline would result in a
downgrade to below investment grade.

The Rating Sensitivity section in the presale report includes a
detailed explanation of additional stresses and sensitivities. Key
Rating Drivers and Rating Sensitivities are further described in
the accompanying presale report.

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

Fitch was provided with third-party due diligence information from
Ernst & Young LLP. The third-party due diligence information was
provided on Form ABS Due Diligence Form-15E and focused on a
comparison and re-computation of certain characteristics with
respect to the mortgage loan and related mortgaged properties in
the data file. Fitch considered this information in its analysis,
and the findings did not have an impact on the analysis. A copy of
the ABS Due Diligence Form-15E received by Fitch in connection with
this transaction may be obtained through the link contained on the
bottom of the related rating action commentary (RAC).


JP MORGAN 2016-WSP: Moody's Assigns B3 Rating on Class F Certs
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of CMBS securities, issued by J.P. Morgan Chase Commercial
Mortgage Securities Trust 2016-WSP, Commercial Mortgage
Pass-Through Certificates, Series 2016-WSP:

  Cl. A, Assigned (P)Aaa (sf)
  Cl. B, Assigned (P)Aa3 (sf)
  Cl. C, Assigned (P)A3 (sf)
  Cl. D, Assigned (P)Baa3 (sf)
  Cl. E, Assigned (P)Ba3 (sf)
  Cl. F, Assigned (P)B3 (sf)
  Cl. X-CP*, Assigned (P)A3 (sf)

* Reflects interest-only classes

                        RATINGS RATIONALE

The Certificates are collateralized by a single loan backed by a
first lien mortgages on a portfolio of 63 extended-stay hotels. The
ratings are based on the collateral and the structure of the
transaction.

Moody's approach to rating this transaction involved the
application of both our Large Loan and Single Asset/Single Borrower
CMBS methodology and our IO Rating methodology.  The rating
approach for securities backed by a single loan compares the credit
risk inherent in the underlying collateral with the credit
protection offered by the structure.  The structure's credit
enhancement is quantified by the maximum deterioration in property
value that the securities are able to withstand under various
stress scenarios without causing an increase in the expected loss
for various rating levels.  In assigning single borrower ratings,
we also consider a range of qualitative issues as well as the
transaction's structural and legal aspects.

The credit risk of commercial real estate loans is determined
primarily by two factors: 1) the probability of default, which is
largely driven by the DSCR, and 2) and the severity of loss in the
event of default, which is largely driven by the LTV of the
underlying loan.

The first mortgage balance of $235,000,000 represents a Moody's LTV
of 107.2% which is above the weighted average of other standalone
property loans reviewed and assigned ratings by Moody's during 2015
and 2016.  The Moody's First Mortgage Actual DSCR is 2.34X and
Moody's First Mortgage Actual Stressed DSCR is 1.21X. The financing
is subject to one mezzanine loan totaling $40,000,000.   The
Moody's Total Debt LTV (inclusive of the mezzanine loans) is
125.5%, while Moody's First Total Debt Actual DSCR is 1.73X, and
Moody's Total Debt Actual Stressed DSCR is 1.02X.

The collateral under the mortgage loan is comprised of portfolio of
63 extended-stay hotels totaling 7,557 guestrooms.  The properties
are geographically diversified across twenty states with the
largest state concentration represented by Florida (13 properties;
23.9% of the ALA).  No single property represents more than 2.9% of
the total ALA.

The portfolio properties are of similar build, each being a
four-story structure serviced by a single elevator located adjacent
to the lobby at the center of the building.  Room counts range from
105 to 129 rooms.  Construction dates range from 2005 and 2015 with
a weighted average portfolio age of 7.5 years.  The loan's
property-level Herfindal Index score is 57.2 based on allocated
loan amount.  As of July 31, 2016, the portfolio's overall
occupancy rate for the trailing twelve months was 84.2%, ADR
(average daily rate) was $35.86, and RevPAR (revenue per available
room) was $30.20.

The Value Place brand offers a hotel/apartment hybrid lodging
option for longer stay guests.  The typical longer stay guests
include workers related to local construction projects, visiting
nurses to nearby hospitals, residents needing temporary housing
("in between" home seekers) and other transient guests.  Three
different studio suite layouts include a kitchen with full-sized
refrigerator, a microwave, a sink and a two burner stove.  Common
areas and amenities are minimal and limited to a coin operated
laundry room and vending machines.  Weekly and nightly rates are
offered with housekeeping services performed on a bi-weekly basis.
The average length of stay is 29 days.

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

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

Moody's analysis also uses the CMBS IO calculator which references
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up for
losses for all bonds the IO(s) reference(s) within the transaction;
and IO type corresponding to an IO type as defined in the published
methodology.

Moody's Parameter Sensitivities: If Moody's value of the collateral
used in determining the initial rating were decreased by 5.0%,
13.6%, and 21.5%, the model-indicated rating for the currently
rated Aaa (sf) classes would be Aa1 (sf), Aa3 (sf), and A2(sf),
respectively.  Parameter Sensitivities are not intended to measure
how the rating of the security might migrate over time; rather they
are designed to provide a quantitative calculation of how the
initial rating might change if key input parameters used in the
initial rating process differed.  The analysis assumes that the
deal has not aged.  Parameter Sensitivities only reflect the
ratings impact of each scenario from a quantitative/model-indicated
standpoint.  Qualitative factors are also taken into consideration
in the ratings process, so the actual ratings that would be
assigned in each case could vary from the information presented in
the Parameter Sensitivity analysis.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter.  Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating to
the issuer.  Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated.  Factors that may cause an
upgrade of the ratings include significant loan pay downs or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance.  Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed and
may have a significant effect on yield to investors.

The ratings do not represent any assessment of (i) the likelihood
or frequency of prepayment on the mortgage loans, (ii) the
allocation of net aggregate prepayment interest shortfalls, (iii)
whether or to what extent prepayment premiums might be received, or
(iv) in the case of any class of interest-only certificates, the
likelihood that the holders thereof might not fully recover their
investment in the event of a rapid rate of prepayment of the
mortgage loans.


KEYCORP STUDENT 2006-A: Fitch Affirms CC Rating on Cl. II-C Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of all the notes of KeyCorp
Student Loan Trust 2006-A (Group II).  The Rating Outlook for the
senior and subordinate notes remains Stable.  The Recovery Estimate
for the junior subordinate note was increased to 15% from 0%.

                        KEY RATING DRIVERS

Collateral Quality: The trust is collateralized by approximately
$247 million of private student loans originated by KeyBank under
the Key Alternative Loan program, Campus Door program, Private
Graduate program, and TERI program.  The projected remaining
defaults are expected to range between 14% - 17% of the current
pool balance.  A recovery rate of 15% was applied based on
historical data.

Credit Enhancement (CE): CE is provided by overcollateralization,
excess spread and subordination for the Class A and B notes.
Additionally, the trust can receive excess from its bifurcated KSLT
2006-A Group I pool.  As of the May 2016 servicer report, the
parity ratios have increased since the last review from 183.68% to
221.45% for the Class A notes, from 113.63% to 117.73% for the
Class B notes and from 96.40% to 96.54% for the Class C notes (May
2015 - May 2016), respectively.  The trust cannot release any
excess cash until the Class C parity reaches 104.5%.

Liquidity Support: Liquidity support for the trust is provided by a
debt service reserve fund which is currently at $8.6 million,
representing approximately 3.5% of the outstanding pool balance.

Servicing Capabilities: Day-to-day servicing is provided by
KeyBank, N.A.  Fitch believes the servicing operations are
acceptable servicer of private student loans.

                       RATING SENSITIVITIES

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

Fitch affirms these ratings:

KeyCorp Student Loan Trust 2006-A (Group II)

   -- Senior class II-A-4 at 'AAsf'; Outlook Stable;
   -- Subordinate class II-B at 'B+sf'; Outlook Stable;
   -- Junior Subordinate class II-C at 'CCsf'; RE 15%.


ML-CFC COMMERCIAL 2007-7: S&P Affirms B- Rating on 2 Tranches
-------------------------------------------------------------
S&P Global Ratings raised its ratings on three classes of
commercial mortgage pass-through certificates from ML-CFC
Commercial Mortgage Trust 2007-7, a U.S. commercial mortgage-backed
securities (CMBS) transaction.  In addition, S&P affirmed its
ratings on two other classes from the same transaction.

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

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

The affirmations on the class AM and AM-FL 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 views regarding the current and future
performance of the transaction’s collateral, as well as
refinancing risk (over 99% of the remaining loan balance mature in
late 2016 and the first half of 2017).

                           TRANSACTION SUMMARY

As of the Aug. 12, 2016, trustee remittance report, the collateral
pool balance was $1.64 billion, which is 58.9% of the pool balance
at issuance.  The pool currently includes 222 loans and three real
estate owned (REO) assets (reflecting crossed loans), down from 323
loans at issuance.  Six of these assets ($34.0 million, 2.1%) are
with the special servicer, 24 ($260.1 million, 15.9%) are defeased,
and 56 loans ($368.4 million, 22.5%) are on the master servicers'
combined watchlist.  The master servicers, Wells Fargo Bank N.A.
and Midland Loan Services, reported financial information for 96.5%
of the nondefeased loans in the pool, of which 1.1% was
partial-year 2016 data, 92.9% was year-end or partial-year 2015
data, and the remainder was partial-or year-end 2014 data.

S&P calculated a 1.26x S&P Global Ratings' weighted average debt
service coverage (DSC) and 93.0% S&P Global Ratings' weighted
average loan-to-value (LTV) ratio using a 7.76% S&P Global Ratings'
weighted average capitalization rate.  The DSC, LTV, and
capitalization rate calculations exclude the specially serviced
assets, defeased loans, five subordinate B notes ($19.1 million,
1.2%), and one ground lease loan ($8.4 million, 0.5%).  The top 10
nondefeased loans have an aggregate outstanding pool trust balance
of $379.4 million (23.1%). Using servicer-reported numbers, S&P
calculated an S&P Global Ratings' weighted average DSC and LTV of
1.11x and 112.6%, respectively, for the top 10 nondefeased loans.

To date, the transaction has experienced $348.3 million in
principal losses, or 12.5% of the original pool trust balance.  S&P
expects losses to reach approximately 13.8% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses S&P expects upon the eventual resolution of
the specially serviced assets and the liquidation of the
subordinate B notes.

                        CREDIT CONSIDERATIONS

As of the Aug. 12, 2016, trustee remittance report, six assets in
the pool were with the special servicer, LNR Partners LLC.  Details
of the two largest specially serviced assets are:

The 4000 Venture Drive loan ($13.0 million, 0.8%) has a total
reported exposure of $13.3 million.  The loan, which has a 60-days
delinquent payment status, is secured by a retail property totaling
156,263-sq.-ft. in Duluth, Ga.  The loan was transferred to the
special servicer on June 14, 2016, because of imminent default.
Per the special servicer’s comments, the largest tenant, the Golf
& Pro Tennis Shop, which occupied approximately 63% of the net
rentable area, vacated the property upon its lease expiration in
May 2016.  The reported DSC as of year-end 2015 was 1.46x, while
the current occupancy is approximately 37%.  S&P expects a moderate
loss upon this loan’s eventual resolution.

The Silgan Containers loan ($9.2 million, 0.6%) has a total
reported exposure of $10.5 million.  The loan, which has a
90-plus-days delinquent payment status, is secured by a
187,850-sq.-ft. industrial property in Woodstock, Ill.

The loan was transferred to the special servicer on Sept. 8, 2014,
due to imminent default.  Per the most recent special servicer's
comments, the property is currently 100% vacant.  The reported cash
flow at the property is not sufficient to cover debt service. An
appraisal reduction amount of $7.4 million is in effect against
this loan.  S&P expects a significant loss upon this loan's
eventual resolution.

The four remaining assets with the special servicer each have
individual balances that represent less than 0.3% of the total pool
trust balance.  S&P estimated losses for the six specially serviced
assets, arriving at a weighted-average loss severity of 49.4%.  In
addition, S&P also credits impaired the five subordinate B notes
because S&P believes that these components are at heightened risk
of default and losses based on S&P's analysis. S&P estimated 100%
losses on each of the five subordinate B notes in the pool.

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

RATINGS LIST

ML-CFC Commercial Mortgage Trust 2007-7
Commercial mortgage pass-through certificates series 2007-7
                                         Rating
Class             Identifier             To              From
A-4               55313KAE1              AA (sf)         A- (sf)
A-1A              55313KAF8              AA (sf)         A- (sf)
AM                55313KAG6              B- (sf)         B- (sf)
A-4FL             55313KAP6              AA (sf)         A- (sf)
AM-FL             55313KAQ4              B- (sf)         B- (sf)


MORGAN STANLEY 2003-IQ5: Moody's Hikes Class M Debt Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed three classes in Morgan Stanley Capital I Trust 2003-IQ5
as follows:

   -- Cl. G, Affirmed Aaa (sf); previously on Sep 11, 2015
      Affirmed Aaa (sf)

   -- Cl. H, Affirmed Aaa (sf); previously on Sep 11, 2015
      Upgraded to Aaa (sf)

   -- Cl. J, Upgraded to Aaa (sf); previously on Sep 11, 2015
      Upgraded to Aa3 (sf)

   -- Cl. K, Upgraded to Aaa (sf); previously on Sep 11, 2015
      Upgraded to Baa1 (sf)

   -- Cl. L, Upgraded to A2 (sf); previously on Sep 11, 2015   
      Upgraded to Ba3 (sf)

   -- Cl. M, Upgraded to Ba1 (sf); previously on Sep 11, 2015
      Upgraded to B1 (sf)

   -- Cl. N, Upgraded to B1 (sf); previously on Sep 11, 2015
      Upgraded to B3 (sf)

   -- Cl. X-1, Affirmed B2 (sf); previously on Sep 11, 2015    
      Affirmed B2 (sf)

RATINGS RATIONALE

The ratings on the P&I classes were upgraded primarily due to an
increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the high rate
of amortization in the pool, as all of the remaining loans in the
pool are fully amortizing.

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

Moody's rating action reflects a base expected loss of 0.0% of the
current balance compared to 1.6% at Moody's last review. Moody's
base expected loss plus realized losses is now 0.6% of the original
pooled balance, compared to 0.7% at the last review. Moody's does
not anticipate losses from the remaining collateral in the current
environment. However, over the remaining life of the transaction,
losses may emerge from macro stresses to the environment and
changes in collateral performance. Our ratings reflect the
potential for future losses under such conditions.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DESCRIPTION OF MODELS USED

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

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

DEAL PERFORMANCE

As of the August 15, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 17% to $23 million
from $779 million at securitization. The certificates are
collateralized by 12 mortgage loans ranging in size from less than
1% to 65% of the pool, with the top ten loans (excluding
defeasance) constituting 99% of the pool. The largest loan in the
pool has an investment-grade structured credit assessment. The pool
contains no defeased loans.

Five loans, constituting 24% 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.

Six loans have been liquidated from the pool, contributing to an
aggregate realized loss of $5 million (for an average loss severity
of 21%). The pool currently contains no loans in special
servicing.

Moody's received full year 2015 operating results for 100% of the
pool, and partial year 2016 operating results for 42% of the pool.
Moody's weighted average conduit LTV is 48%, compared to 57% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 14.5% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.9%.

Moody's actual and stressed conduit DSCRs are 1.13X and 3.60X,
respectively, compared to 1.11X and 3.01X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is also the largest
loan in the pool. The 3 Times Square Loan ($15 million -- 65% of
the pool), represents a participation interest in the senior
component of a $73 million mortgage loan and is secured by the
leasehold interest in a Class A office property located in Midtown
Manhattan. The property was 100% leased as of March 2016, unchanged
from the prior year. The loan is fully amortizing and is set to
mature just after the scheduled lease expiration of the major
tenants occupying the property. Moody's structured credit
assessment and stressed DSCR are aaa (sca.pd) and >4.00X.

The second largest loan is the Arbrook Oaks Loan ($3 million -- 13%
of the pool). The loan is secured by a 50,000 square foot
shadow-anchored retail property located in Arlington, Texas. The
loan is currently on the watchlist for low DSCR. The largest tenant
which had a lease set to expire in September 2016 recently signed a
10-year extension. The property was 78% leased as of March 2016,
compared to 66% the prior year. The loan is fully amortizing.
Moody's LTV and stressed DSCR are 72% and 1.50X, respectively,
compared to 83% and 1.31X at the last review.

The third largest loan is the San Pedro Towne Center Loan ($1
million -- 6% of the pool). The loan is secured by a 26,000 square
foot unanchored retail center in San Antonio, Texas. The loan is
currently on the watchlist. The property was 89% occupied as of
December 2015, compared to 100% occupied the prior year. The loan
is fully amortizing. Moody's LTV and stressed DSCR are 43% and,
2.57X, respectively, compared to 48% and 2.31X at the last review.


MORGAN STANLEY 2005-IQ10: Moody's Hikes Cl. E Notes Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
classes, affirmed the rating on two classes and downgraded the
rating on one class in Morgan Stanley Capital I Trust, Commercial
Pass-Through Certificates, Series 2005-IQ10 as follows:

   -- Cl. C, Upgraded to Aaa (sf); previously on Jan 28, 2016
      Upgraded to Aa2 (sf)

   -- Cl. D, Upgraded to Aa2 (sf); previously on Jan 28, 2016
      Upgraded to Baa2 (sf)

   -- Cl. E, Upgraded to Ba2 (sf); previously on Jan 28, 2016
      Upgraded to B3 (sf)

   -- Cl. F, Affirmed C (sf); previously on Jan 28, 2016 Affirmed
      C (sf)

   -- Cl. X-1, Downgraded to Caa3 (sf); previously on Jan 28, 2016

      Downgraded to Caa2 (sf)

   -- Cl. X-Y, Affirmed Aaa (sf); previously on Jan 28, 2016
      Affirmed Aaa (sf)

RATINGS RATIONALE

The ratings on three P&I classes were upgraded based primarily on
an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 75% since Moody's last
review.

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

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

The rating on the IO Class (X-1) was downgraded due to the decline
in the credit performance of its reference classes resulting from
principal paydowns of higher quality reference classes.

Moody's rating action reflects a base expected loss of 0.1% of the
current balance, compared to 1.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 5.8% of the original
pooled balance, compared to 5.9% at the last review.

Moody's anticipates minimal losses from the remaining collateral in
the current environment. However, over the remaining life of the
transaction, losses may emerge from macro stresses to the
environment and changes in collateral performance. Our ratings
reflect the potential for future losses under varying levels of
stress.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 7, compared to 14 Moody's last review.

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

DEAL PERFORMANCE

As of the August 15, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 33% to $48.6 million
from $1.55 billion at securitization. The certificates are
collateralized by 30 mortgage loans ranging in size from less than
1% to 15% of the pool, with the top ten loans constituting 66% of
the pool. Seven residential cooperative loans, constituting 26% of
the pool, have investment-grade structured credit assessments of
aaa (sca.pd). Two loans, constituting 19% of the pool, have
defeased and are secured by US government securities.

Eleven loans, constituting 24% 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.

Thirteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $90 million (for an average loss
severity of 44%). No loans are currently in special servicing.

Moody's received full year 2015 operating results for 100% of the
pool. Moody's weighted average conduit LTV is 57%, the same as at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 13% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.4%.

Moody's actual and stressed conduit DSCRs are 1.20X and 2.19X,
respectively, compared to 1.31X and 1.97X 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 18% of the pool balance. The
largest loan is the Walgreens Athens Loan ($3.3 million -- 7% of
the pool), which is secured by a single tenant Walgreens store
located in Athens, Georgia. The property is 100% leased to
Walgreens through August 2029. The loan is fully amortizing.
Moody's LTV and stressed DSCR are 90% and 1.05X, respectively,
compared to 85% and 1.11X at the last review.

The second largest loan is the Courthouse Metro Plaza Loan ($2.9
million -- 6% of the pool), which is secured by a mixed use
retail/office building located in Arlington, Virginia. As of March
2016, the property was 100% leased to three tenants. The loan is
fully amortizing. Moody's LTV and stressed DSCR are 30% and 3.37X,
respectively, compared to 30% and 3.31X at the last review.

The third largest loan is the Heritage Walton Reserve Apartments
Loan ($2.6 million -- 5% of the pool), which is secured by a
105-unit multifamily apartment complex located approximately 15
miles west of Atlanta in Austell, Georgia. As of June 2016, the
property was 99% leased. The loan is fully amortizing. Moody's LTV
and stressed DSCR are 75% and 1.24X, respectively, compared to 82%
and 1.14X at the last review.



MORGAN STANLEY 2006-TOP21: Moody's Cuts Cl. E Notes Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on nine classes
and downgraded the ratings on five classes in Morgan Stanley
Capital I Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-TOP21 as follows:

   -- Cl. A-J, Affirmed Aaa (sf); previously on Dec 17, 2015
      Affirmed Aaa (sf)

   -- Cl. B, Affirmed Aa2 (sf); previously on Dec 17, 2015
      Affirmed Aa2 (sf)

   -- Cl. C, Affirmed A1 (sf); previously on Dec 17, 2015 Affirmed

      A1 (sf)

   -- Cl. D, Affirmed Baa1 (sf); previously on Dec 17, 2015
      Affirmed Baa1 (sf)

   -- Cl. E, Downgraded to Ba1 (sf); previously on Dec 17, 2015
      Affirmed Baa2 (sf)

   -- Cl. F, Downgraded to B2 (sf); previously on Dec 17, 2015
      Affirmed Ba3 (sf)

   -- Cl. G, Downgraded to Caa1 (sf); previously on Dec 17, 2015
      Affirmed B2 (sf)

   -- Cl. H, Downgraded to Caa3 (sf); previously on Dec 17, 2015
      Affirmed Caa1 (sf)

   -- Cl. J, Affirmed C (sf); previously on Dec 17, 2015
      Downgraded to C (sf)

   -- Cl. K, Affirmed C (sf); previously on Dec 17, 2015
      Downgraded to C (sf)

   -- Cl. L, Affirmed C (sf); previously on Dec 17, 2015 Affirmed
      C (sf)

   -- Cl. M, Affirmed C (sf); previously on Dec 17, 2015 Affirmed
      C (sf)

   -- Cl. N, Affirmed C (sf); previously on Dec 17, 2015 Affirmed
      C (sf)

   -- Cl. X, Downgraded to B3 (sf); previously on Dec 17, 2015
      Downgraded to B1 (sf)

RATINGS RATIONALE

The ratings on four P&I classes, Class E, F, G, and H, were
downgraded due to higher anticipated losses from specially serviced
and troubled loans.

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

The ratings on four Classes A-J, B, C, and D, were affirmed because
the transaction's key metrics, including Moody's loan-to-value
(LTV) ratio, Moody's stressed debt service coverage ratio (DSCR)
and the transaction's Herfindahl Index (Herf), are within
acceptable ranges. The ratings on Classes J, K, L, M, and N were
affirmed because the ratings are consistent with Moody's expected
loss.

Moody's rating action reflects a base expected loss of 26.4% of the
current balance, compared to 11.1% at Moody's last review. Moody's
base expected loss plus realized losses is now 4.2% of the original
pooled balance, compared to 2.5% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 61% of the pool is in
special servicing and performing conduit loans only represent 31%
of the pool. In this approach, Moody's determines a probability of
default for each specially serviced loan that it expects will
generate a loss and estimates a loss given default based on a
review of broker's opinions of value if available, other
information from the special servicer, available market data and
Moody's internal data. The loss given default for each loan also
takes into consideration repayment of servicer advances to date,
estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected loss
estimate, Moody's then applies the aggregate loss from specially
serviced loans to the most junior classes and the recovery as a pay
down of principal to the most senior classes.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

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

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

DEAL PERFORMANCE

As of the August 12, 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 88% to $167.4
million from $1.38 billion at securitization. The certificates are
collateralized by 15 mortgage loans ranging in size from less than
1% to 35% of the pool. One loan, constituting 8.4% of the pool, has
an investment-grade structured credit assessment.

Three loans, constituting 16.2% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $13.5 million (for an average loss
severity of 43%). Six loans, constituting 60.6% of the pool, are
currently in special servicing. The largest specially serviced loan
is the SBC -- Hoffman Estates Loan ($58.0 million -- 34.6% of the
pool), which is secured by a 1.7 million SF Class-A corporate
office campus located in Hoffman Estates, Illinois, approximately
25 miles northwest of the Chicago CBD. The loan is structured as a
pari passu note with a total balance of $113.7 million. The loan,
which had an anticipated repayment date (ARD) in December 2010, has
amortized 43.3% since securitization. The property was previously
100% leased to SBC Communications, which later became AT&T, until
they vacated the property in August 2016. The loan was transferred
to special servicing in June 2016 due to imminent default resulting
from AT&T's upcoming departure from the property. The special
servicer is pursuing a foreclosure.

The remaining five specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $44.1 million loss
for the specially serviced loans (44% expected loss on average).

Moody's has assumed a high default probability for one poorly
performing loan, constituting 0.4% of the pool, and has estimated
an aggregate loss of $0.1 million (a 12% expected loss based on a
40% probability default) from this troubled loan.

As of the August 12, 2016 remittance statement cumulative interest
shortfalls totaled $1.0 million and affected up to class H. Moody's
anticipates interest shortfalls will continue because of the
exposure to specially serviced loans and/or modified loans.
Interest shortfalls are caused by special servicing fees, including
workout and liquidation fees, appraisal subordination entitlement
reductions (ASERs), loan modifications and extraordinary trust
expenses.

Moody's received full and partial year 2015 operating results for
100% of the pool, and partial year 2016 operating results for 93%
of the pool. Moody's weighted average conduit LTV is 82%, compared
to 69% 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 20% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 8.3%.

Moody's actual and stressed conduit DSCRs are 1.58X and 1.46X,
respectively, compared to 2.64X and 1.58X 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 45 East 89th
Street Condop Loan ($14.0 million -- 8.4% of the pool), which is
secured by a residential co-op located at 89th Street and Madison
Avenue in Manhattan. Moody's structured credit assessment is aaa
(sca.pd).

The top three conduit loans represent 28.6% of the pool balance.
The largest loan is the Anthem Health Loan ($25.8 million -- 15.4%
of the pool), which is secured by a 234,287 SF office property
located in Louisville, Kentucky. The property is 100% leased to
Anthem Health through August 2020. The loan had an anticipated
repayment (ARD) date in December 2015. Moody's utilized a Lit/Dark
analysis to reflect potential cash flow volatility due to the
single-tenant exposure. Moody's LTV and stressed DSCR are 106% and
0.94X, respectively, compared to 103% and 0.97X at the last
review.

The second largest loan is the Huntsman R&D Loan ($20.1 million --
12.0% of the pool), which is secured by a 176,000 SF R&D facility
comprised of four buildings and situated on a 17-acre campus and
located 35 miles north of Houston, Texas. The Huntsman Advanced
Technology Center contains over 220,000 SF of office, laboratory,
machine hall, and pilot plant facilities. The property is 100%
leased to Huntsman International LLC through August 2022. Moody's
utilized a Lit/Dark analysis to reflect potential cash flow
volatility due to single-tenant exposure. Moody's LTV and stressed
DSCR are 63% and 1.63X, respectively, compared to 56% and 1.85X at
the last review.

The third largest loan is the Amberwood Garden Apartments Loan
($2.0 million -- 1.2% of the pool), which is secured by a 72 unit
multifamily property located in Hayward, CA, approximately 15 miles
southeast of the Oakland CBD. As of June 2016, the property was 99%
occupied. Property performance has remained stable and is reported
to be in average condition for its age and the market. Moody's LTV
and stressed DSCR are 32% and 2.80X, respectively, compared to 35%
and 2.60X at the last review.


OAKS MORTGAGE 2015-1: Moody's Hikes Class B-4 Debt Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 20 tranches
from 3 transactions backed by conforming balance RMBS loans, issued
by miscellaneous issuers.

The complete rating actions are as follows:

   Issuer: Oaks Mortgage Trust Series 2015-1

   -- Cl. B-1, Upgraded to Aa2 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned Aa3 (sf)

   -- Cl. B-2, Upgraded to A1 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned A2 (sf)

   -- Cl. B-3, Upgraded to Baa1 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned Baa2 (sf)

   -- Cl. B-4, Upgraded to Ba1 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned Ba2 (sf)

   -- Cl. B-5, Upgraded to B2 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned B3 (sf)

   Issuer: Sequoia Mortgage Trust 2015-2

   -- Cl. B-1, Upgraded to Aa2 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned A1 (sf)

   -- Cl. B-2, Upgraded to A2 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned Baa1 (sf)

   -- Cl. B-3, Upgraded to Baa2 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned Ba1 (sf)

   -- Cl. B-4, Upgraded to Ba3 (sf); previously on Apr 30, 2015
      Definitive Rating Assigned B1 (sf)

   Issuer: Structured Agency Credit Risk (STACR) Debt Notes,
   Series 2015-DNA1

   -- Cl. M-1, Upgraded to A1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned A3 (sf)

   -- Cl. M-1F, Upgraded to A1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned A3 (sf)

   -- Cl. M-1I, Upgraded to A1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned A3 (sf)

   -- Cl. M-2, Upgraded to Baa1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned Baa3 (sf)

   -- Cl. M-2F, Upgraded to Baa1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned Baa3 (sf)

   -- Cl. M-2I, Upgraded to Baa1 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned Baa3 (sf)

   -- Cl. M-3, Upgraded to Ba3 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned B1 (sf)

   -- Cl. M-3F, Upgraded to Ba3 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned B1 (sf)

   -- Cl. M-3I, Upgraded to Ba3 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned B1 (sf)

   -- Cl. M-12, Upgraded to A3 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned Baa2 (sf)

   -- Cl. MA, Upgraded to Ba2 (sf); previously on Apr 28, 2015
      Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The ratings upgraded are primarily due to an increase in credit
enhancement available to the bonds and a reduction in our expected
pool losses. The actions are also a result of the recent
performance of the underlying pools which have displayed very low
levels of serious delinquencies and reflect Moody's updated default
projections on the pools.

STACR transactions are designed to provide credit protection to the
Federal Home Loan Mortgage Corporation (Freddie Mac) against the
performance of a reference pool of prime first-lien conforming
mortgages. Unlike a typical RMBS transaction, note holders are not
entitled to receive any cash from the mortgage loans in the
reference pools. Instead, the timing and amount of principal and
interest that Freddie Mac is obligated to pay on the Notes is
linked to the performance of the mortgage loans in the reference
pool.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in July 2016 from 5.3% in July
2015. Moody's forecasts an unemployment central range of 4.5% to
5.5% for the 2016 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 2016. 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.


OCTAGON INVESTMENT XVII: S&P Affirms BB Rating on Cl. E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its rating to the class A-2-R senior
secured floating-rate notes from Octagon Investment Partners XVII
Ltd., a collateralized loan obligation (CLO) originally issued in
2013.  S&P withdrew its rating on the class A-2 notes from this
transaction after they were fully redeemed.  In addition, S&P
affirmed its ratings on the class A-1, A-3, B-1, B-2, C, D, E, and
F notes.

On the Sept. 2, 2016, refinancing date, the proceeds from the class
A-2-R replacement note issuance were used to redeem the original
class A-2 notes as outlined in the transaction document provisions.
Therefore, S&P withdrew its rating on the original notes in line
with their full redemption, and assigned a rating to the
replacement notes.  In addition, S&P affirmed its ratings on all
other classes, as the current class A-1, A-3, B-1, B-2, C, D, E,
and F notes were not refinanced and were therefore not affected by
the refinancing.

Although S&P's cash flow analysis indicated higher ratings for the
class B-1, B-2, C, D, and E notes, its rating actions considers
additional sensitivity runs that allowed for volatility in the
underlying portfolio given that the transaction is still in its
reinvestment period.

On a standalone basis, the results of the cash flow analysis
indicated a lower rating on the class F notes than the rating
action suggests.  However, S&P believes that as the transaction
enters its amortization period following the end of its
reinvestment period, it may begin to pay down the rated notes
sequentially, starting with the class A notes, which, all else
remaining equal, will begin to increase the overcollateralization
levels.  In addition, because the transaction currently has minimal
exposure to 'CCC' rated collateral obligations and no exposure to
long-dated assets (i.e., assets maturing after the CLO's stated
maturity), S&P believes it is not currently exposed to large risks
that would impair the current rating on the notes. In line with
this, S&P affirmed the rating on the class F notes.

S&P's review of the transaction relied, in part, upon a criteria
interpretation with respect to S&P's May 2014 criteria, "CDOs:
Mapping A Third Party's Internal Credit Scoring System To Standard
& Poor's Global Rating Scale," which allows S&P to use a limited
number of public ratings from other Nationally Recognized
Statistical Rating Organizations (NRSROs) to assess the credit
quality of assets not rated by S&P Global Ratings.  The criteria
provide specific guidance for the treatment of corporate assets not
rated by S&P Global Ratings, while the interpretation outlines the
treatment of securitized assets.

The assigned rating and rating affirmations reflect S&P's opinion
that the credit support available is commensurate with the
associated rating levels.

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

RATING ASSIGNED

Octagon Investment Partners XVII Ltd.
Replacement class    Rating
A-2-R                AAA (sf)

RATING WITHDRAWN

Octagon Investment Partners XVII Ltd.
                           Rating
Original class       To              From
A-2                  NR              AAA (sf)

RATINGS AFFIRMED

Octagon Investment Partners XVII Ltd.
Class                Rating
A-1                  AAA (sf)
A-3                  AAA (sf)
B-1                  AA (sf)
B-2                  AA (sf)
C                    A (sf)
D                    BBB (sf)
E                    BB (sf)
F                    B (sf)

NR--Not rated.


RAIT PREFERRED II: Moody's Hikes Class B Notes Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by RAIT Preferred Funding II, Ltd.:

   -- Cl. A-2, Upgraded to A3 (sf); previously on Sep 17, 2015
      Affirmed Baa3 (sf)

   -- Cl. B, Upgraded to Ba2 (sf); previously on Sep 17, 2015
      Affirmed B2 (sf)

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

   -- Cl. A-1R, Affirmed Aaa (sf); previously on Sep 17, 2015
      Affirmed Aaa (sf)

   -- Cl. A-1T, Affirmed Aaa (sf); previously on Sep 17, 2015
      Affirmed Aaa (sf)

   -- Cl. C, Affirmed Caa1 (sf); previously on Sep 17, 2015
      Affirmed Caa1 (sf)

   -- Cl. D, Affirmed Caa2 (sf); previously on Sep 17, 2015
      Affirmed Caa2 (sf)

   -- Cl. E, Affirmed Caa2 (sf); previously on Sep 17, 2015
      Affirmed Caa2 (sf)

   -- Cl. F, Affirmed Caa3 (sf); previously on Sep 17, 2015
      Affirmed Caa3 (sf)

   -- Cl. G, Affirmed Caa3 (sf); previously on Sep 17, 2015
      Affirmed Caa3 (sf)

   -- Cl. H, Affirmed Caa3 (sf); previously on Sep 17, 2015
      Affirmed Caa3 (sf)

   -- Cl. J, Affirmed Caa3 (sf); previously on Sep 17, 2015
      Affirmed Caa3 (sf)

RATINGS RATIONALE

Moody's has upgraded ratings on two classes of notes because of
higher than anticipated recoveries on high credit risk collateral
resulting in higher subordination levels, which more than offset a
deterioration in the credit quality of the remaining pool as
evidenced by WARF and WARR. Moody's has affirmed the ratings on
nine classes of notes because the key transaction metrics are
commensurate with the existing ratings. The rating action is the
result of Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO CLO) transactions.

RAIT Preferred Funding II. Ltd. is a cash transaction wholly backed
by a portfolio of: i) whole loans (85.9% of the deal balance), ii)
mezzanine loans and preferred equity participations (10.5%), and
iii) B-notes (3.6%). They are collateralized by the following
property types: i) multifamily (45.2% of the collateral pool
balance); ii) office (35.4%); iii) anchored retail (14.8%); iv)
industrial (4.4%); and v) non-core (0.2%). As of the trustee's
August 10, 2016 report, the aggregate note balance of the
transaction, including preferred shares, is $523.5 million, down
from $833.0 million at issuance. Previously, there were partial
cancellations to the Class D, E, F and G notes. In general, holding
all key parameters static, the junior note cancellations results in
slightly higher expected losses and longer weighted average lives
on the senior notes, while producing slightly lower expected losses
on the mezzanine and junior notes. However, this does not cause, in
and of itself, a downgrade or upgrade of any outstanding classes of
notes.

The pool contains two assets totaling $19.5 million (3.8% of the
collateral pool balance) that are listed as defaulted securities as
of the trustee's August 10, 2016 report. These assets (100% of the
defaulted balance) are commercial real estate loans. While there
have been limited realized losses on the underlying collateral to
date, Moody's does expect moderate/high losses to occur on the
defaulted securities.

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

WARF is a primary measure of the credit quality of a CRE CLO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 8814,
compared to 8412 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: B1-B3 and 1.2% compared to 0.8% at last
review, Caa1-Ca/C and 98.8% compared to 99.2% at last review.

Moody's modeled a WAL of 2.4 years, compared to 3.1 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 50.2%, compared to 51.4% at last
review.

Moody's modeled a MAC of 100.0%, the same as at last review.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in July 2015.

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

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

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the rated
notes, although a change in one key parameter assumption could be
offset by a change in one or more of the other key parameter
assumptions. The rated notes are particularly sensitive to changes
in the recovery rates of the underlying collateral and credit
assessments. Reducing the recovery rates of the collateral pool by
-10.0% would result in an average modeled rating movement on the
rated notes of zero to eight notches downward (e.g., one notch down
implies a ratings movement of Baa3 to Ba1). Increasing the recovery
rate of the collateral pool by +10.0% would result in an average
modeled rating movement on the rated notes of zero to thirteen
notches upward (e.g., one notch up implies a ratings movement of
Baa3 to Baa2).

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


RFMSII HOME 2001-HI2: Moody's Lowers Cl. A-I-6 Debt Rating to Caa1
------------------------------------------------------------------
Moody's Investors Service, on Sept. 1, 2016, took action on the
ratings of two tranches from two deals backed by second-lien RMBS
loans.

Complete rating actions are as follows:

   Issuer: RFMSII Home Loan Trust 2001-HI2

   -- A-I-7, Upgraded to A3 (sf); previously on Jan 11, 2016
      Upgraded to Baa3 (sf)

   Issuer: RFMSII Home Equity Loan Trust 2004-HS2

   -- Cl. A-I-6, Downgraded to Caa1 (sf); previously on Jun 4,
      2010 Downgraded to B2 (sf)

   -- Financial guarantor: MBIA Insurance Corp, Downgraded to Caa1

      on May 20 2016

RATINGS RATIONALE

The rating upgrade is primarily due to the increase in credit
enhancement available to the bond. The rating downgrade is due to
the increased probability of tranche losses due to poor pool
performance. The actions reflect the recent performance of the
underlying pools and Moody's updated loss expectations on the
pools.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in July 2016 from 5.3% in July
2015. Moody's forecasts an unemployment central range of 4.5% to
5.5% for the 2016 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 2016. 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.


TRALEE CDO I: Moody's Affirms Ba2 Rating on Class D Notes
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Tralee CDO I Ltd.:

   -- US$18,800,000 Class B Senior Secured Deferrable Floating
      Rate Notes due 2022, Upgraded to Aaa (sf); previously on
      September 1, 2015 Upgraded to Aa1 (sf)

   -- US$19,000,000 Class C Senior Secured Deferrable Floating
      Rate Notes due 2022, Upgraded to A1 (sf); previously on
      September 1, 2015 Upgraded to A3 (sf)

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

   -- US$273,200,000 Class A-1 Senior Secured Floating Rate Notes
      due 2022 (current outstanding balance of $104,122,187.36),
      Affirmed Aaa (sf); previously on September 1, 2015 Affirmed
      Aaa (sf)

   -- US$17,900,000 Class A-2a Senior Secured Floating Rate Notes
      due 2022, Affirmed Aaa (sf); previously on September 1, 2015

      Upgraded to Aaa (sf)

   -- US$3,500,000 Class A-2b Senior Secured Fixed Rate Notes due
      2022, Affirmed Aaa (sf); previously on September 1, 2015    

      Upgraded to Aaa (sf)

   -- US$13,400,000 Class D Secured Deferrable Floating Rate Notes

      due 2022, Affirmed Ba2 (sf); previously on September 1, 2015

      Affirmed Ba2 (sf)

   -- US$8,500,000 Type II Composite Notes due 2022 (current rated

      balance of $3,408,622.76), Affirmed Aaa (sf); previously on
      September 1, 2015 Affirmed Aaa (sf)

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

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization ratios since September 2015. The Class A-1
notes have been paid down by approximately 48.1% or $96.6 million
since then. Based on the trustee's August 2016 report, the
over-collateralization (OC) ratios for the Class A, Class B, Class
C and Class D notes are reported at 147.95%, 128.67%, 113.70% and
105.08%, respectively, versus September 2015 levels of 131.51%,
121.25%, 112.39%, and 106.88%, respectively.

Nevertheless, the credit quality of the portfolio has deteriorated
since September 2015. Based on the trustee's August 2016 report,
the weighted average rating factor (WARF) is currently 2577
compared to 2287 in September 2015.

Methodology Used for the Rating Action

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2015.

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

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

   -- 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.

   -- 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.

   -- 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.

   -- 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.

   -- 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.

   -- 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.

   -- Post-Reinvestment Period Trading: Subject to certain
      requirements, the deal can reinvest certain proceeds after
      the end of the reinvestment period, and as such the manager
      has the ability to erode some of the collateral quality
      metrics to the covenant levels. Such reinvestment could
      affect the transaction either positively or negatively.

   -- Combination notes: The rating(s) on the combination notes,
      which combine(s) cash flows from one or more of the CLO's
      debt tranches and the equity tranche, is(are) subject to a
      higher degree of volatility than the other rated notes.
      Moody's models haircuts to the cash flows from the equity
      tranche based on the target rating of the combination notes.

      Actual equity distributions that differ significantly from
      Moody's assumptions can lead to a faster (or slower) speed
      of reduction in the combination notes' rated balance,
      thereby resulting in better (or worse) ratings performance
      than previously expected.

   -- Exposure to assets with low credit quality and weak
      liquidity: The presence of assets rated Caa3 with a negative

      outlook, Caa2 or Caa3 on review for downgrade or the worst
      Moody's speculative grade liquidity (SGL) rating, SGL-4,
      exposes the notes to additional risks if these assets
      default. The historical default rate is higher than average
      for these assets. Due to the deal's exposure to such assets,

      which constitute around $5.2 million of par, Moody's ran a
      sensitivity case defaulting those assets.

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

   Moody's Adjusted WARF - 20% (2080)

   -- Class A-1: 0

   -- Class A-2a: 0

   -- Class A-2b: 0

   -- Class B: 0

   -- Class C: +3

   -- Class D: +1

   -- Type II Composite Notes: 0

   Moody's Adjusted WARF + 20% (3120)

   -- Class A-1: 0

   -- Class A-2a: 0

   -- Class A-2b: 0

   -- Class B: -1

   -- Class C: -1

   -- Class D: -1

   -- Type II Composite Notes: 0

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score 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 $189.2 million, defaulted par of $5.7
million, a weighted average default probability of 14.86% (implying
a WARF of 2600), a weighted average recovery rate upon default of
51.39%, a diversity score of 34 and a weighted average spread of
3.4% (before accounting for LIBOR floors).

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


VOYA CLO 2012-4: S&P Assigns Prelim. BB Rating on Cl. D-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-1-R, A-2-R, B-R, C-R, and D-R notes from Voya CLO 2012-4 Ltd., a
collateralized loan obligation managed by Voya Alternative Asset
Management LLC.

The replacement notes will be issued via a proposed supplemental
indenture.  The amendment includes an extension to the non-call end
date, reinvestment end date, weighted average test, and the legal
final maturity dates.  The amendment also incorporates the Capital
IQ/GICS industry codes used in S&P's revised collateralized debt
obligation criteria, and includes changes around the industry
concentration limits.

Various tranches in this transaction were upgraded in November 2015
due to improvements in the overcollateralization ratios and the
portfolio's diversity.  The preliminary ratings S&P is assigning to
the replacement notes are the same as the original ratings on the
refinanced notes to maintain rating cushion, as this transaction
will now be able to reinvest for another four years.

On the Sept. 22, 2016, refinancing date, the proceeds from the
issuance of the replacement notes are expected to redeem the
original notes, upon which S&P anticipates withdrawing the ratings
on the original notes, and assigning ratings to the replacement
notes.  However, if any of the proposed note refinancings don't
occur, S&P may affirm the ratings on the original notes and
withdraw the respective preliminary ratings.

S&P's review of the transaction also relied in part upon a criteria
interpretation with respect to "CDOs: Mapping A Third Party's
Internal Credit Scoring System To Standard & Poor's Global Rating
Scale," published May 8, 2014, which allows S&P to use a limited
number of public ratings from other Nationally Recognized
Statistical Rating Organization (NRSROs) to assess the credit
quality of assets not rated by S&P Global Ratings.  The criteria
provide specific guidance for the treatment of corporate assets not
rated by S&P Global Ratings, and the interpretation outlines the
treatment of securitized assets.

Table 1

Current Date After Proposed Refinancing
                     Proposed
Class       Amount   interest          BDR      SDR   Cushion
          (mil. $)   rate (%)          (%)      (%)       (%)
A-1-R       262.00   LIBOR + 1.45    66.47    64.03      2.44
A-2-R        45.20   LIBOR + 1.85    64.64    56.67      7.97
B-R          28.80   LIBOR + 2.60    55.54    51.18      4.36
C-R          19.20   LIBOR + 4.25    49.53    45.42      4.10
D-R          16.00   LIBOR + 7.70    40.38    38.79      1.60

Table 2

Effective Date
Class       Amount   Interest         BDR      SDR    Cushion
          (mil. $)   rate (%)         (%)      (%)        (%)
A-1         262.00   LIBOR + 1.39   67.75    65.55       2.20
A-2          45.20   LIBOR + 2.25   65.96    57.75       8.21
B            28.80   LIBOR + 3.15   56.58    51.58       5.00
C            19.20   LIBOR + 4.50   51.73    45.37       6.36
D            16.00   LIBOR + 5.75   45.97    38.17       7.80

BDR--Break-even default rate.
SDR--Scenario default rate.

PRELIMINARY RATINGS ASSIGNED

Voya CLO 2012-4 Ltd.

Replacement class    Rating
A-1-R                AAA (sf)
A-2-R                AA (sf)
B-R                  A (sf)
C-R                  BBB (sf)
D-R                  BB (sf)


[*] Moody's Takes Action on $161.7MM of Alt-A RMBS Issued in 2004
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 27 tranches
and downgraded the ratings of eight tranches from seven
transactions, backed by Alt-A RMBS loans, issued by multiple
issuers.

Complete rating actions are:

Issuer: Bear Stearns ALT-A Trust 2004-10

  Cl. I-A-1, Upgraded to Aa3 (sf); previously on Oct. 26, 2015,
   Upgraded to A2 (sf)
  Cl. I-A-3, Upgraded to Aa3 (sf); previously on Oct. 26, 2015,
   Upgraded to A2 (sf)
  Cl. II-A-1, Upgraded to Aa2 (sf); previously on Oct. 26, 2015,
   Upgraded to A2 (sf)
  Cl. II-A-2, Upgraded to A1 (sf); previously on Oct. 26, 2015,
   Upgraded to A3 (sf)

Issuer: GSAA Home Equity Trust 2004-4

  Cl. A-1, Upgraded to Aa1 (sf); previously on Oct. 26, 2015,
   Upgraded to Aa3 (sf)
  Cl. A-2B, Upgraded to Aa1 (sf); previously on Oct. 26, 2015,
   Upgraded to Aa3 (sf)
  Cl. M-1, Upgraded to Baa2 (sf); previously on June 18, 2012,
   Upgraded to Ba1 (sf)
  Cl. M-2, Upgraded to B3 (sf); previously on Oct. 26, 2015,
   Upgraded to Caa3 (sf)

Issuer: GSAA Home Equity Trust 2004-6

  Cl. A-1, Upgraded to Baa2 (sf); previously on Oct. 19, 2015,
   Upgraded to Ba1 (sf)
  Cl. A-2, Upgraded to A2 (sf); previously on April 3, 2013,
   Upgraded to Baa1 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR6

  Cl. 1-A, Upgraded to B1 (sf); previously on July 3, 2012,
   Downgraded to Caa1 (sf)
  Cl. 2-A, Upgraded to B1 (sf); previously on July 3, 2012,
   Downgraded to Caa1 (sf)
  Cl. 3-A-1, Upgraded to Ba3 (sf); previously on March 31, 2011,
   Downgraded to B3 (sf)
  Cl. 3-A-2, Upgraded to Ba3 (sf); previously on March 31, 2011,
   Downgraded to B3 (sf)
  Cl. 3-A-3, Upgraded to B3 (sf); previously on July 3, 2012,
   Downgraded to Caa3 (sf)
  Cl. 4-A, Upgraded to Ba3 (sf); previously on March 31, 2011,
   Downgraded to B3 (sf)
  Cl. 5-A-1, Upgraded to Ba3 (sf); previously on March 31, 2011,
   Downgraded to B2 (sf)
  Cl. 5-A-2, Upgraded to B3 (sf); previously on July 3, 2012,
   Downgraded to Caa3 (sf)
  Cl. 6-A-1, Upgraded to Ba3 (sf); previously on March 31, 2011,
   Downgraded to B1 (sf)
  Cl. 6-A-2, Upgraded to B3 (sf); previously on July 3, 2012,
   Downgraded to Caa3 (sf)

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-17

  Cl. A1, Downgraded to Ba3 (sf); previously on Dec. 8, 2014,
   Downgraded to Ba1 (sf)
  Cl. A2, Downgraded to Ba3 (sf); previously on Dec. 8, 2014,
   Downgraded to Ba1 (sf)
  Cl. A3, Downgraded to Ba3 (sf); previously on Dec. 8, 2014,
   Downgraded to Ba1 (sf)
  Cl. A1X, Downgraded to Ba3 (sf); previously on Dec. 8, 2014,
   Downgraded to Ba1 (sf)
  Cl. A2X, Downgraded to Ba3 (sf); previously on Dec. 8, 2014,
   Downgraded to Ba1 (sf)

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-19

  Cl. 2-A1, Downgraded to Caa2 (sf); previously on July 5, 2012,
   Downgraded to Caa1 (sf)
  Cl. 2-A1X, Downgraded to Caa2 (sf); previously on July 5, 2012,
   Downgraded to Caa1 (sf)
  Cl. 2-A2, Downgraded to Caa2 (sf); previously on July 5, 2012,
   Downgraded to Caa1 (sf)

Issuer: Structured Asset Securities Corp Trust 2004-9XS

  Cl. 1-A4A, Upgraded to Baa3 (sf); previously on Dec. 8, 2014,
   Upgraded to Ba1 (sf)
  Cl. 1-A4B, Upgraded to Baa3 (sf); previously on Dec. 8, 2014,
   Upgraded to Ba1 (sf)
  Cl. 1-A4C, Upgraded to Baa3 (sf); previously on Dec. 8, 2014,
   Upgraded to Ba1 (sf)
  Cl. 1-A4D, Upgraded to Baa3 (sf); previously on Dec. 8, 2014,
   Upgraded to Ba1 (sf)
  Cl. 2A1, Upgraded to Aa3 (sf); previously on Oct. 19, 2015,
   Upgraded to A3 (sf)
  Cl. 2-M1, Upgraded to Baa3 (sf); previously on Oct. 19, 2015,
   Upgraded to Ba2 (sf)
  Cl. 2-M2, Upgraded to Caa1 (sf); previously on Oct. 19, 2015,
   Upgraded to Caa3 (sf)

                         RATINGS RATIONALE

The rating actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectation on
the pools.  The rating upgrades are a result of the improving
performance of the related pools and / or an increase in credit
enhancement available to the bonds, as well as the sequential
waterfall structure.  The rating downgrades are due to the weaker
performance of the underlying collateral and / or the erosion of
enhancement available to the bonds.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in August 2016 from 5.1% in
August 2015.  Moody's forecasts an unemployment central range of
4.5% to 5.5% for the 2016 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 2016.  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 $320MM of Alt-A RMBS Issued 2002-2004
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches, downgraded the ratings of three tranches and confirmed
the ratings of 47 tranches from six transactions, backed by Alt-A
RMBS loans, issued by multiple issuers.

Complete rating actions are:

Issuer: Banc of America Alternative Loan Trust 2004-10

  Cl. 1-CB-1, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. 2-CB-1, Confirmed at Caa1 (sf); previously on June 17, 2016,

   Caa1 (sf) Placed Under Review Direction Uncertain
  Cl. 3-A-1, Confirmed at B1 (sf); previously on June 17, 2016,
   B1 (sf) Placed Under Review Direction Uncertain
  Cl. 15-IO, Confirmed at B1 (sf); previously on June 17, 2016,
    B1 (sf) Placed Under Review Direction Uncertain
  Cl. 15-PO, Confirmed at B1 (sf); previously on June 17, 2016,
   B1 (sf) Placed Under Review Direction Uncertain
  Cl. CB-IO, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. X-PO, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain

Issuer: Banc of America Alternative Loan Trust 2004-2

  Cl. 2-A-3, Upgraded to B1 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. 2-A-7, Upgraded to B3 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain
  Cl. PO, Confirmed at B1 (sf); previously on June 17, 2016,
   B1 (sf) Placed Under Review Direction Uncertain
  Cl. 15-IO, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. 3-IO, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. CB-IO, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-1, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. 5-A-1, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. 1-A-1, Confirmed at Ba2 (sf); previously on June 17, 2016,
   Ba2 (sf) Placed Under Review Direction Uncertain
  Cl. 3-A-1, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. 2-A-2, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. 2-A-6, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain

Issuer: Banc of America Alternative Loan Trust 2004-4

  Cl. 1-A-1, Upgraded to Baa1 (sf); previously on June 17, 2016,
   Baa3 (sf) Placed Under Review Direction Uncertain
  Cl. 2-A-1, Confirmed at Ba1 (sf); previously on June 17, 2016,
   Ba1 (sf) Placed Under Review Direction Uncertain
  Cl. 3-A-1, Upgraded to B1 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. 4-IO, Confirmed at Caa2 (sf); previously on June 17, 2016,
   Caa2 (sf) Placed Under Review Direction Uncertain
  Cl. 5-A-1, Confirmed at Caa1 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain
  Cl. 6-A-1, Confirmed at Caa1 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-3, Confirmed at Caa2 (sf); previously on June 17, 2016,
   Caa2 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-4, Confirmed at Caa2 (sf); previously on June 17, 2016,
   Caa2 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-5, Confirmed at Caa2 (sf); previously on June 17, 2016,
   Caa2 (sf) Placed Under Review Direction Uncertain
  Cl. 15-IO, Confirmed at Caa1 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain
  Cl. CB-IO, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. PO, Confirmed at Caa1 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns ARM Trust 2004-10

  Cl. I-M-1, Confirmed at Ca (sf); previously on June 17, 2016,
   Ca (sf) Placed Under Review Direction Uncertain
  Cl. I-1-A-1, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-1, Confirmed at Baa1 (sf); previously on June 17,
   2016, Baa1 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-2, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-3, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-4, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-5, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. I-2-A-6, Confirmed at Caa2 (sf); previously on June 17,
   2016, Caa2 (sf) Placed Under Review Direction Uncertain
  Cl. I-3-A-1, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. I-4-A-1, Confirmed at B2 (sf); previously on June 17, 2016,
   B2 (sf) Placed Under Review Direction Uncertain
  Cl. I-5-A-1, Confirmed at B3 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain
  Cl. II-1-A-1, Confirmed at B1 (sf); previously on June 17, 2016,

   B1 (sf) Placed Under Review Direction Uncertain
  Cl. II-2-A-1, Confirmed at B2 (sf); previously on June 17, 2016,

   B2 (sf) Placed Under Review Direction Uncertain
  Cl. II-3-A-1, Confirmed at B1 (sf); previously on June 17, 2016,

   B1 (sf) Placed Under Review Direction Uncertain

Issuer: Morgan Stanley Mortgage Loan Trust 2004-8AR

  Cl. 3-A, Confirmed at B1 (sf); previously on June 17, 2016,
   B1 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-1, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-2, Confirmed at Ba2 (sf); previously on June 17, 2016,
   Ba2 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-4, Confirmed at Ba3 (sf); previously on June 17, 2016,
   Ba3 (sf) Placed Under Review Direction Uncertain
  Cl. 4-A-5, Confirmed at Caa1 (sf); previously on June 17, 2016,
   Caa1 (sf) Placed Under Review Direction Uncertain

Issuer: Structured Asset Mortgage Investments Trust 2002-AR2

  Cl. A-1, Downgraded to B1 (sf); previously on June 17, 2016,
   Ba2 (sf) Placed Under Review Direction Uncertain
  Cl. A-2, Confirmed at Ba2 (sf); previously on June 17, 2016,
   Ba2 (sf) Placed Under Review Direction Uncertain
  Cl. A-3, Downgraded to Ca (sf); previously on June 17, 2016,
   Caa3 (sf) Placed Under Review Direction Uncertain
  Cl. X, Downgraded to Caa1 (sf); previously on June 17, 2016,
   B3 (sf) Placed Under Review Direction Uncertain

                        RATINGS RATIONALE

Today's actions on Banc of America Alternative Loan Trust 2004-10,
Banc of America Alternative Loan Trust 2004-2, Bear Stearns ARM
Trust 2004-10, Morgan Stanley Mortgage Loan Trust 2004-8AR and
Structured Asset Mortgage Trust 2002-AR2 conclude the review
actions on these bonds announced on June 17th 2016, relating to
apparent inconsistences between the prepayment shift percentage
value calculated per the transaction documents and the
distributions being made by the administrator according to the
remittance reports.  After review with the administrator, we have
corrected our cashflow models for the above transactions to lock
senior prepayment percentage instead of senior accelerated
distribution percentage to accurately reflect the transaction
documents.  These changes have no impact on the ratings for these
transactions.  The downgrades on three bonds from SAMI 2002-AR2 are
due to the thin credit enhancement buffer available to the bonds
compared to their expected loss.  The upgrades on CL. 2-A-3 and
CL.2-A-7 from Banc of America Loan Trust 2004-2 are due to the fact
that these bonds are expected to start paying down following the
upcoming pay off of the senior bond.  These rating actions, as well
as the confirmations of other tranches of all five transactions,
reflect the recent performance of the underlying pools and Moody's
updated loss expectation on the pools in tandem with bond specific
credit protection.

Today's actions on Banc of America Alternative Loan Trust 2004-4
conclude the review actions on these bonds announced on June 17th,
2016 relating to the existence of an error in the prepayment shift
percentage input to the cash-flow waterfalls, and an apparent
inconsistency between the prepayment shift percentage value
calculated per the transaction documents and the distributions
being made by the administrator according to the remittance
reports.  The rating actions on these 13 bonds reflect the
corrected prepayment shift input and the appropriate allocation of
principal prepayments in our cashflow model for this transaction.
These corrections were credit negative for two of the tranches, CL.
4-A-3 and CL. 4-A-4; this impact was offset, however, by the
improvement of bond related credit enhancement which led to
confirmation of these two tranches.  The rating upgrades on CL.
1-A-1 and CL. 3-A-1 were also due to improvement of associated bond
credit enhancement.  These rating actions, as well as the
confirmations of other tranches of this transaction, also reflect a
review with the administrator which resolved the apparent
inconsistency, as well the recent performance of the underlying
pools and Moody's updated loss expectation on the pools in tandem
with bond specific credit protection.

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 ratings:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in July 2016 from 5.3% in July
2015.  Moody's forecasts an unemployment central range of 4.5% to
5.5% for the 2016 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 2016.  Lower increases
than Moody's expects or decreases could lead to negative rating
actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures.  Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


[*] S&P Completes Review on 131 Classes From 15 US RMBS Deals
-------------------------------------------------------------
S&P Global Ratings completed its review of 131 classes from 15 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2008.  The review yielded three upgrades
(including one correction), 41 downgrades, 83 affirmations, and
four withdrawals.

The transactions in this review are backed by a mix of fixed- and
adjustable-rate prime jumbo mortgage loans, which are secured
primarily by first liens on one- to four-family residential
properties.

With respect to insured obligations, where S&P maintains a rating
on the bond insurer that is lower than what it would rate the class
without bond insurance, or where the bond insurer is not rated, S&P
relied solely on the underlying collateral's credit quality and the
transaction structure to derive the rating on the class.  As
discussed in S&P's criteria, "The Interaction Of Bond Insurance And
Credit Ratings," published Aug. 24, 2009, the rating on a
bond-insured obligation will be the higher of the rating on the
bond insurer and the rating of the underlying obligation, without
considering the potential credit enhancement from the bond
insurance.

Of the classes reviewed, this class is insured by an insurance
provider that is currently rated by S&P Global Ratings:

   -- Morgan Stanley Mortgage Loan Trust 2004-1 class 2-A-4
      ('AA (sf)'), insured by Assured Guaranty Corp. ('AA').

The rating actions on 14 classes from five transactions reflect the
application of S&P's interest-only (IO) criteria, which provide
that S&P will maintain the current ratings on an IO class until all
of the classes that the IO security references are either lowered
to below 'AA- (sf)' or have been retired--at which time S&P will
withdraw these IO ratings.  The ratings on each of these classes
have been affected by recent rating actions on the reference
classes upon which their notional balances are based.

A criteria interpretation for the above-mentioned criteria was
issued to clarify that when the criteria state "we will maintain
the current ratings," it means that we will maintain active
surveillance of these IO classes using the methodology applied
prior to the release of this criteria.

                             ANALYSIS

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

                              UPGRADES

S&P raised its ratings on classes IIIA-3 and A-P from GSR Mortgage
Loan Trust 2003-7F three notches to 'AA+ (sf)' from 'A+ (sf)'.
S&P's projected credit support for these classes is sufficient to
cover its projected losses for these rating levels.  The class
IIIA-3 upgrade reflects the increased credit support relative to
S&P's projected losses and the class' expected short duration.
Class A-P is a principal-only (PO) strip class. PO strip classes
receive principal primarily from discount loans within the related
transaction.  The credit risk of this type of class, in S&P's view,
is typically commensurate with the credit risk of the lowest-rated
senior class in the transaction structure, which, in this case, now
has a rating of 'AA+ (sf)'.

In addition, one of the upgrades is an error correction.
Specifically, S&P corrected its rating on class A6 from WaMu
Mortgage Pass-Through Certificates Series 2003-AR5 Trust by raising
it to 'A+ (sf)' from 'A (sf)'.  This correction is due to a change
in the allocation of cash flows as reported to S&P by third-party
data provider Intex Solutions Inc. (Intex).  While the internal
model S&P uses in connection with its determination of U.S. RMBS
ratings typically applies S&P's criteria assumptions, Intex, in
many cases, provides the collateral composition and structural
modeling used as inputs into S&P's analysis.  Therefore, the
resulting collateral characteristics and
structural mechanics that uses S&P's input assumptions depend on
the modeling and data provided by Intex.

In this case, Intex's data had previously reflected an incorrect
allocation of principal and loss for this class, and on April 8,
2014, S&P lowered its rating on class A6 from WaMu Mortgage
Pass-Through Certificates Series 2003-AR5 Trust based on Intex's
reported data.  During this review, however, S&P observed that the
cash flow results based on the data provided by Intex were
inconsistent with the allocation of principal and loss prescribed
by the transaction documents.  S&P advised Intex of this
inconsistency, and it subsequently revised its cash flow allocation
for this class.  Based on the correct allocation of principal and
loss, S&P has raised its rating on this class, and the revised
rating reflects S&P's current view of this class' credit risk.

                            DOWNGRADES

The 41 downgrades include 24 ratings that were lowered three or
more notches.  S&P lowered its ratings on 10 classes to speculative
grade ('BB+' or lower) from investment grade ('BBB-' or higher).
Another 13 of the lowered ratings remained at an investment-grade
level, while the remaining 18 downgraded classes already had
speculative-grade ratings.  The downgrades reflect S&P's belief
that its projected credit support for the affected classes will be
insufficient to cover its projected losses for the related
transactions at a higher rating.  The downgrades reflect one or
more of these:

   -- Deteriorated credit performance trends;
   -- Increased delinquencies and reperforming loans;
   -- Erosion of credit support; and
   -- Tail risk.

Tail Risk

RAMP Series 2002-SL1 Trust and Morgan Stanley Mortgage Loan Trust
2004-1 are backed by a small remaining pool of mortgage loans.  S&P
believes that pools with fewer than 100 loans remaining create an
increased risk of credit instability because a liquidation and
subsequent loss on one loan, or a small number of loans, at the
tail end of a transaction's life may have a disproportionate impact
on a given RMBS tranche's remaining credit support.  S&P refers to
this as "tail risk."  S&P addressed the tail risk on the classes in
this review by conducting a loan-level analysis that assesses this
risk, as set forth in S&P's tail risk criteria.  S&P's rating
actions on class A-II-2 (to 'BBB+ (sf)' from
'AA (sf)') from RAMP Series 2002-SL1 Trust; and classes 1-A-1 and
1-A-10 (to 'BBB+ (sf)' from 'AA+ (sf)') and 1-A-3, 1-A-5, and
1-A-9 (to 'BB+ (sf)' from 'BBB+ (sf)') from Morgan Stanley Mortgage
Loan Trust 2004-1 reflect the application of S&P's tail risk
criteria.

                             AFFIRMATIONS

The affirmations of ratings in the 'AAA' through 'B' rating
categories reflect S&P's opinion that its projected credit support
on these classes remained relatively consistent with S&P's prior
projections and is sufficient to cover its projected losses for
those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed its ratings on
those classes to account for this uncertainty and promote ratings
stability.  In general, these classes have one or more of these
characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; and/or
   -- Significant growth in observed loss severities.

In addition, some of the transactions have failed their delinquency
triggers, resulting in reduced -- or a complete stop of --
unscheduled principal payments to their subordinate classes.
However, these transactions allow for unscheduled principal
payments to resume to the subordinate classes if the delinquency
triggers begin passing again.  This would result in eroding the
credit support available for the more senior classes.  Therefore,
S&P affirmed its ratings on certain classes in these transactions
even though these classes may have passed at higher rating
scenarios.

The ratings affirmed at 'CCC (sf)' or 'CC (sf)' reflect S&P's
belief that its projected credit support will remain insufficient
to cover its 'B' expected case projected losses for these classes.
Pursuant to "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC'
Ratings," Oct. 1, 2012, the 'CCC (sf)' affirmations reflect S&P's
view that these classes are still vulnerable to defaulting, and the
'CC (sf)' affirmations reflect S&P's our view that these classes
remain virtually certain to default.

                            WITHDRAWALS

S&P withdrew its ratings on four classes from three transactions
according to S&P's IO criteria, which state that S&P will maintain
the rating on an IO class until the ratings on all of the classes
that the IO security references, in the determination of its
notional balance, are either lowered below 'AA-' or have been
retired.  Specifically, S&P withdrew its ratings on class I-X from
Washington Mutual MSC Mortgage Pass-Through Certificates Series
2003-MS3 Trust because the reference class I-A-4 was lowered below
AA- (sf)'; classes 1-A-X and 1-A-11 from Morgan Stanley Mortgage
Loan Trust 2004-1 because the respective reference classes 1-A-1
and 1-A-10 were lowered below 'AA- (sf)'; and class A-IO-1 from
RAMP Series 2004-SL1 Trust because the reference class AV was
retired.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.8% in 2016;
   -- Real GDP growth of 2.0% for 2016;
   -- The inflation rate will be 2.2% in 2016; and
   -- The 30-year fixed mortgage rate will average about 3.7% in
      2016.

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 S&P Global Ratings' downside
forecast, S&P believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment will tick up to 4.9% for 2016;
   -- Downward pressure causes GDP growth to fall to 1.8% in 2016;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate remains a low 3.7% in
      2016, limited access to credit and pressure on home prices
      will largely prevent consumers from capitalizing on these
      rates.

A list of the Affected Ratings is available at:

                http://bit.ly/2c1Dtil



[*] S&P Completes Review on 72 Classes From 29 RMBS Deals
---------------------------------------------------------
S&P Global Ratings completed its review of 72 classes from 29 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2003 and 2008.  The review, which follows the updates to
our rating methodology for small balance commercial loan-backed
transactions, yielded 28 upgrades, 14 downgrades, 22 affirmations,
six withdrawals, and two discontinuances.

On March 2, 2016, S&P revised its rating surveillance methodology
to assess the performance of small balance commercial loan-backed
transactions.  Under the revised methodology, small balance
commercial transactions will be evaluated using assumptions similar
to Alternative-A (Alt-A) transactions.

                               UPGRADES

The upgrades include 17 ratings that were raised three or more
notches.  S&P's projected credit support for the affected classes
is sufficient to cover its projected losses for these rating
levels.  The upgrades reflect one or more of these:

   -- Improved collateral performance/delinquency trends;
   -- Increased credit support relative to our projected losses;
   -- A change in payment allocation due to failing performance
      triggers; and/or
   -- Interest shortfall reimbursements.

S&P raised its rating on class A-1 from Bayview Commercial Asset
Trust 2007-2 to 'BBB (sf)' from 'D (sf)'.  In addition S&P raised
its ratings on classes A-3 and A-4 from Bayview Commercial Asset
Trust 2008-1 to 'BB+ (sf)' and 'B (sf)', respectively, from 'D
(sf)'.  These classes were previously downgraded to 'D (sf)' due to
outstanding interest shortfalls, which have since been reimbursed.
In addition, each transaction contained an IO class that was
allocated a significant amount of interest every month. These IO
classes have since matured, and as a consequence, there is extra
interest available on a monthly basis in these transactions to help
prevent interest shortfalls to the upgraded classes in the future.

                           DOWNGRADES

The downgrades include 11 ratings that were lowered three or more
notches.  S&P lowered its ratings on seven classes to speculative
grade ('BB+' or lower) from investment grade ('BBB-' or higher).
Another five of the lowered ratings remained at an investment-grade
level, while the remaining two downgraded classes already had
speculative-grade ratings.  The downgrades reflect S&P's belief
that its projected credit support for the affected classes will be
insufficient to cover its projected losses for the related
transactions at a higher rating.  The downgrades reflect one or
more of these:

   -- Deteriorated credit performance trends; and/or
   -- A high amount of modified or reperforming loans.

                            AFFIRMATIONS

The affirmations of ratings in the 'AAA' through 'B' rating
categories reflect S&P's opinion that our projected credit support
on these classes remained relatively consistent with its prior
projections and is sufficient to cover its projected losses for
those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed S&P's ratings
on those classes to account for this uncertainty and promote
ratings stability.  In general, these classes have one or more of
these characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; and/or
   -- Significant growth in observed loss severities.

The ratings affirmed at 'CCC (sf)' reflect S&P's belief that its
projected credit support will remain insufficient to cover its 'B'
expected case projected losses for these classes.  Pursuant to
S&P's "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC'
Ratings," published Oct. 1, 2012, the 'CCC (sf)' affirmations
reflect S&P's view that these classes are still vulnerable to
defaulting.

                            WITHDRAWALS

S&P withdrew its ratings on class 4-A-1 from Impac CMB Trust Series
2004-10, class 2-A-1 from Impac CMB Trust Series 2005-2, and class
2-A-1 from Impac CMB Trust Series 2005-4 because the related pools
have a small number of loans remaining.  Once a pool has declined
to a de minimis amount, S&P believes there is a high degree of
credit instability that is incompatible with any rating level.

S&P withdrew its ratings on class IO from Bayview Commercial Asset
Trust 2003-2, class IO from Bayview Commercial Asset Trust 2006-1,
and class IO from Bayview Commercial Asset Trust 2006-2 according
to our interest-only (IO) criteria, which state that S&P will
maintain the rating on an IO class until the ratings on all of the
classes that the IO security references, in the determination of
its notional balance, are either lowered below 'AA- (sf)' or have
been retired.  The highest ratings on the referenced classes for
each transaction have all been lowered to 'BBB- (sf)', 'BB- (sf)',
and 'BBB- (sf)' for Bayview Commercial Asset Trust 2003-2, Bayview
Commercial Asset Trust 2006-1, and Bayview Commercial Asset Trust
2006-2, respectively.

A criteria interpretation for the above-mentioned criteria was
issued to clarify that when the criteria state "we will maintain
the current ratings," it means that we will maintain active
surveillance of these IO classes using the methodology applied
before this criteria was released.

                          DISCONTINUANCES

S&P discontinued its ratings on two classes that were paid in full
during recent remittance periods.

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

With respect to insured obligations, where S&P maintains a rating
on the bond insurer that is lower than what it would rate the class
without bond insurance, or where the bond insurer is not rated, S&P
relied solely on the underlying collateral's credit quality and the
transaction structure to derive the rating on the class.  As
discussed in S&P's criteria, "The Interaction Of Bond Insurance And
Credit Ratings," published Aug. 24, 2009, the rating on a
bond-insured obligation will be the higher of the rating on the
bond insurer and the rating of the underlying obligation, without
considering the potential credit enhancement from the bond
insurance.

Further, the reviewed transactions have two classes that were
insured by a rated insurance provider when the deal was originated,
but S&P Global Ratings has since withdrawn the rating on the
insurance provider of those classes.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.8% in 2016;
   -- Real GDP growth of 2.0% for 2016;
   -- The inflation rate will be 2.2% in 2016; and
   -- The 30-year fixed mortgage rate will average about 3.7% in
      2016.

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 S&P Global Ratings' downside
forecast, S&P believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment will tick up to 4.9% for 2016;
   -- Downward pressure causes GDP growth to fall to 1.8% in 2016;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate remains a low 3.7% in
      2016, limited access to credit and pressure on home prices
      will largely prevent consumers from capitalizing on these
      rates.

A list of the Affected Ratings is available at:

               http://bit.ly/2caxwRT



[*] S&P Completes Review on 85 Classes From 11 US RMBS Deals
------------------------------------------------------------
S&P Global Ratings completed its review of 85 classes from 11 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2007.  The review yielded seven upgrades, 11
downgrades, 49 affirmations, and 18 withdrawals.  The transactions
in this review are backed by a mix of fixed- and adjustable-rate
prime jumbo and reperforming mortgage loans, which are secured
primarily by first liens on one- to four-family residential
properties.

"With respect to insured obligations, where we maintain a rating on
the bond insurer that is lower than what we would rate the class
without bond insurance, or where the bond insurer is not rated, we
relied solely on the underlying collateral's credit quality and the
transaction structure to derive the rating on the class.  As
discussed in our criteria, "The Interaction Of Bond Insurance And
Credit Ratings," published Aug. 24, 2009, the rating on a
bond-insured obligation will be the higher of the rating on the
bond insurer and the rating of the underlying obligation, without
considering the potential credit enhancement from the bond
insurance. Of the classes reviewed, class I-A-6 ('BBB+ (sf)') from
Washington Mutual MSC Mortgage Pass-Through Certificates Series
2003-MS8 Trust is insured by MBIA Insurance Corp. ('CCC')," S&P
noted.

                              ANALYSIS

Analytical Considerations

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by S&P's projected cash flows.  These
considerations are based on transaction-specific performance or
structural characteristics (or both) and their potential effects on
certain classes.

                              UPGRADES

The upgrades include six ratings that were raised three or more
notches.  S&P's projected credit support for the affected classes
is sufficient to cover its projected losses for these rating
levels.  The upgrades reflect one or more of these:

   -- Improved collateral performance/delinquency trends;
   -- Increased credit support relative to our projected losses;
      and/or
   -- The class' expected short duration

The upgrade on class 3-A1 from Structured Asset Securities Corp.
series 2003-29 reflects a decrease in S&P's projected losses and
its belief that its projected credit support for the affected class
will be sufficient to cover its revised projected losses at this
rating level.  S&P has decreased its projected losses because there
have been fewer reported delinquencies during the most recent
performance periods compared with previous review dates. There were
no delinquent loans in August 2016, down from 7.12% of the
collateral a year ago.

                              DOWNGRADES

S&P lowered its ratings on two classes to speculative-grade
('BB+' or lower) from investment-grade ('BBB-' or higher).  Three
ratings remain at an investment-grade level, while the other six
downgraded classes already had speculative-grade ratings.  Two
ratings were lowered three or more notches.  The downgrades reflect
S&P's belief that our projected credit support for the affected
classes will be insufficient to cover its projected losses for the
related transactions at a higher rating.  The downgrades reflect:

   -- Deteriorated credit performance trends; and/or
   -- Tail risk.

The downgrades on classes 4-A1, 4-A2, 4-A4, and 4-A5 to 'BB (sf)'
from 'BB+ (sf)' from Structured Asset Securities Corp. Trust
2005-17 reflect the increase in S&P's projected losses and its
belief that the projected credit support for the affected classes
will be insufficient to cover the projected losses it applied at
the previous rating levels.  The increase in S&P's projected losses
is due to higher reported delinquencies during the most recent
performance periods compared with previous reviews.  Total
delinquencies increased to 10.35% as of July 2016 from 5.62% in
August 2015.

Tail Risk

Structured Asset Securities Corp. series 2003-29 is backed by a
small pool of mortgage loans.  S&P believes pools with less than
100 loans remaining create an increased risk of credit instability
because a liquidation and subsequent loss on one loan, or a small
number of loans, at the tail end of a transaction's life may have a
disproportionate impact on a given RMBS tranche's remaining credit
support.  S&P refer to this as "tail risk."

S&P addressed this tail risk by conducting a loan-level analysis
that assesses this risk, as set forth in its tail risk criteria. In
April 2016, the liquidation and losses incurred on a small number
of loans negatively affected the composition of the remaining loan
population and resulted in a significant decrease on the credit
support of classes 1-A1 and 1-AP.  Consequently, S&P lowered its
rating on these classes to 'B+ (sf)' from 'AA- (sf)' per its tail
risk criteria.

                           AFFIRMATIONS

S&P affirmed its ratings on 39 classes in the 'AAA' through 'B'
rating categories.  These affirmations reflect S&P's opinion that
its projected credit support on these classes remains relatively
consistent with S&P's prior projections and is sufficient to cover
its projected losses for those rating scenarios.

For certain transactions, S&P considered specific performance
characteristics that, in its view, could add volatility to its loss
assumptions and, in turn, to the ratings suggested by S&P's cash
flow projections.  When S&P's model recommended an upgrade, it
either limited the extent of its upgrade or affirmed its ratings on
those classes to account for this uncertainty and promote ratings
stability.  In general, these classes have one or more of these
characteristics that limit any potential upgrade:

   -- Insufficient subordination, overcollateralization, or both;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; and/or
   -- Significant growth in observed loss severities.

In addition, some of the transactions have failed their delinquency
triggers, resulting in reduced--or a complete stop
of--unscheduled principal payments to their subordinate classes.
However, these transactions allow for unscheduled principal
payments to resume to the subordinate classes if the delinquency
triggers begin passing again.  This would result in potentially
eroding the credit support available for the more-senior classes.
Therefore, S&P affirmed its ratings on certain classes in these
transactions even though these classes may have passed at higher
rating scenarios.

The ratings affirmed at 'CCC (sf)' or 'CC (sf)' reflect S&P's
belief that its projected credit support will remain insufficient
to cover its 'B' expected base-case projected losses for these
classes. Per "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And
'CC' Ratings," published Oct. 1, 2012, the 'CCC (sf)' affirmations
reflect S&P's view that these classes are still vulnerable to
defaulting, and the 'CC (sf)' affirmations reflect S&P's view that
these classes remain virtually certain to default.

                             WITHDRAWALS

S&P withdrew its ratings on 18 classes from Structured Asset
Securities Corp. series 2002-11A and WaMu Mortgage Pass-Through
Certificates Series 2003-S2 Trust because the related pools have a
small number of loans remaining.  Once a pool has declined to a de
minimis amount, S&P believes there is a high degree of credit
instability that is incompatible with any rating level.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.8% in 2016;
   -- Real GDP growth of 2.0% for 2016;
   -- The inflation rate will be 2.2% in 2016; and
   -- The 30-year fixed mortgage rate will average about 3.7% in
      2016.

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 S&P Global Ratings' downside
forecast, it believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment will tick up to 4.9% for 2016;
   -- Downward pressure causes GDP growth to fall to 1.8% in 2016;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate remains a low 3.7% in
      2016, limited access to credit and pressure on home prices
      will largely prevent consumers from capitalizing on these
      rates.

A list of the Affected Ratings is available at:

                http://bit.ly/2bVHcPH



[*] S&P Lowers Ratings on 89 Tranches From 70 RMBS Deals to D
-------------------------------------------------------------
S&P Global Ratings lowered its ratings on 89 classes of mortgage
pass-through certificates from 70 U.S. residential mortgage-backed
securities (RMBS) transactions issued between 2002 and 2008 to
'D (sf)'.

The transactions in this review are backed by a mix of fixed- and
adjustable-rate mixed collateral mortgage loans, which are secured
primarily by first liens on one- to four-family residential
properties.  The downgrades reflect S&P's assessment of the
principal write-downs' impact on the affected classes during recent
remittance periods.  All but one of the classes whose ratings were
lowered to 'D (sf)' were rated either 'CCC (sf)' or 'CC (sf)'
before the rating action.

The 89 defaulted classes consist of these:

   -- 45 from prime jumbo transactions (50.00 %);
   -- 24 from Alternative-A transactions (26.67 %);
   -- Seven from negative amortization transactions;
   -- Five from subprime transactions;
   -- Three from resecuritized transactions;
   -- One from a risk transfer transaction;
   -- One from a first lien high loan-to-value (LTV) transaction;
   -- One from an RMBS outside the guidelines transaction;
   -- One from an RMBS reperforming transaction; and
   -- One from an RMBS small-balance commercial transaction.

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

S&P will continue to monitor its ratings on securities that
experience principal write-downs, and S&P will further adjust its
ratings as it considers appropriate according to its criteria.

                         ECONOMIC OUTLOOK

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

   -- An overall unemployment rate of 4.8% in 2016;
   -- Real GDP growth of 2.0% for 2016;
   -- The inflation rate will be 2.2% in 2016; and
   -- The 30-year fixed mortgage rate will average about 3.7% in
      2016.

S&P's outlook for RMBS is stable.  Although S&P views overall
housing fundamentals positively, S&P 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 S&P Global Ratings' downside
forecast, it believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment will tick up to 4.9% for 2016;
   -- Downward pressure causes GDP growth to fall to 1.8% in 2016;
   -- Home price momentum slows as potential buyers are not able
      to purchase property; and
   -- While the 30-year fixed mortgage rate remains a low 3.7% in
      2016, limited access to credit and pressure on home prices
      will largely prevent consumers from capitalizing on these
      rates.

A list of the Affected Ratings is available at:

                  http://bit.ly/2cdM0Cd



                            *********

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.

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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                   *** End of Transmission ***