TCR_Public/130428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, April 28, 2013, Vol. 17, No. 116

                            Headlines

ABACUS 2005-4: Debt Amendments No Impact on Moody's Ratings
AIR CANADA 2013-1: Fitch Rates $181MM Class B Certs. 'BB+'
AIR CANADA 2013-1: Fitch Rates $108.3MM Class C Certs. 'BB-'
AIR CANADA 2013-1: Moody's Takes Action on Three Cert. Classes
AIR CANADA 2013-1: S&P Gives Prelim 'B' Rating to C Certs Due 2018

AIR CANADA 2013-1: S&P Assigns 'BB' Rating to Cl. B Certs Due 2025
ARCAP 2004-1: Moody's Lowers Ratings on Five Certificate Classes
ARROWPOINT 2013-1: S&P Assigns Prelim. 'BB' Rating on Cl. D Notes
BALBOA CDO I: Moody's Raises Rating on $31MM Notes to 'B1'
BANK OF AMERICA 2001-3: Fitch Affirms 'D' Rating on Class N Certs

BANC OF AMERICA 2004-5: Moody's Takes Action on $507MM Certs.
BANC OF AMERICA 2006-5: Moody's Keeps Ratings on 16 Cert. Classes
BANC OF AMERICA 2013-WBRK: Moody's Rates Class E Notes 'Ba1'
BEAR STEARNS 2002-TOP6: Moody's Cuts Rating on X-1 Certs. to B3
BEAR STEARNS 2003-TOP12: Fitch Affirms 'CCC' Rating on 2 Certs

BEAR STEARNS 2006-TOP24: Moody's Cuts Rating on 3 CMBS Classes
BLACKROCK SENIOR: Moody's Ups Rating on 2 Note Classes From Ba1
BROWARD COUNTY: Moody's Reviews Ba1 Ratings, Direction Uncertain
BURR RIDGE: S&P Affirms 'BB+' Rating on Class E Notes
CANYON CAPITAL 2004-1: S&P Raises Rating on Class D Notes to 'BB+'

CAPITAL LEASE: Fitch Affirms 'D' Rating on Class E Certs.
CBA COMMERCIAL: Fitch Affirms 'D' Rating on Class M-3 Certs
CENTRAL PLAINS: Moody's Ups Rating on Revenue Bonds From 'B2'
CHASE CREDIT: $946MM Acct. Addition No Impact on Moody's Ratings
CIT CLO I: Moody's Hikes Rating on $25MM Class E Notes to 'Ba2'

CITIGROUP COMM. 2005-C3: Moody's Takes Action on 23 CMBS Classes
CITIGROUP COMM. 2007-FL3: Fitch Keeps CCC Rating on Cl. AVA Certs
COLTS 2005-2: Fitch Raises Rating on Class D Notes From 'BB'
COLTS 2007-1: Fitch Raises Rating on $22.25MM Notes to 'BB'
CREDIT SUISSE 2001-CK1: Fitch Affirms 'D' Rating on Class L Certs.

CREST 2002-IG: Fitch Affirms 'CC' Rating on Class D Notes
CREST G-STAR: Fitch Affirms 'C' Ratings on Two Cert. Classes
CREST G-STAR 2001-2: Moody's Hikes Rating on B-1 Notes from Ba1
CW CAPITAL I: Moody's Affirms 'C' Ratings on Seven Note Classes
DEKANIA CDO I: S&P Affirms 'CCC-' Rating on 3 Note Classes

DEUTSCHE MORTGAGE 2006-CD2: Moody's Cuts Rating on 6 CMBS Classes
FIRST UNION 2002-C1: Moody's Hikes Rating on Cl. J Certs to Ba1
FREMF COMMERCIAL 2011-K12: Moody's Affirms Rating on X-2 Certs
GALE FORCE 2: Moody's Lifts Rating on $20MM Cl. E Notes to 'Ba2'
GFCM LLC 2003-1: Moody's Affirms Ratings on Ten CMBS Classes

GOLDMAN SACHS 2007-OA1: Moody's Cuts 2 RMBS Ratings to 'Ca'
GS MORTGAGE 2013-PEMB: S&P Assigns 'BB' Rating to Class E Notes
GTP ACQUISITION: Fitch Assigns 'BB-' Rating to Cl. 2013-1F Certs
GTP TOWERS: Fitch Affirms 'BB-' Rating on $50MM Class F Certs.
JP MORGAN 2006-FL2: Fitch Affirms 'Dsf' Rating on $17.1MM Certs

LANDMARK V CDO: Moody's Raises Rating on Cl. B-2L Notes to Ba2
LB-UBS 2001-C2: Fitch Affirms 'D' Rating on Class J Notes
MAYPORT CLO: Moody's Lifts Rating on Class B-1L Notes From Ba1
MERRILL LYNCH 1998-C1: Moody's Keeps Ratings on 7 CTL Classes
MERRILL LYNCH 2004-KEY2: Moody's Keeps Ratings on 12 CMBS Classes

MERRILL LYNCH 2005-MCP1: Moody's Keeps Ratings on 16 CMBS Classes
MORGAN STANLEY 2000-LIFE1: Fitch Affirms D Rating on Class L Certs
MORGAN STANLEY 2006-XLF: Moody's Affirms Caa2 Rating on X-1 Secs.
MORGAN STANLEY 2007-HQ13: Fitch Affirms 'D' Rating on Cl. F Notes
MT. WILSON: Moody's Affirms Ba2 Rating on $6.9-Mil. Class E Notes

PASADENA CDO: Moody's Cuts Rating on Class C Notes to 'C'
PORTER SQUARE II: Moody's Cuts Rating on $41MM Sr. Notes to 'Ca'
PROSPECT FUNDING: S&P Withdraws 'CCC' Rating on 1 Note Tranche
RACERS 2004-13-E: S&P Raises Rating on Class Note From 'CCC+'
SANDERS RE 2013-1: S&P Assigns Prelim. BB+ Rating to Class A Notes

SARGAS CLO I: Moody's Hikes Rating on $14MM Class D Notes to Ba1
SATURN VENTURES I: Moody's Affirms 'C' Rating on Class B Notes
SBA COMMUNICATIONS: Moody's Gives Definitive Ratings to SBA Tower
SEQUOIA MORTGAGE 2013-6: Fitch To Rate B-4 Certs 'BB(sf)'
SIERRA TIMESHARE 2011-1: S&P Affirms 'BB' Rating on Class C Notes

SOVEREIGN COMMERCIAL 2007-C1: Moody's Cuts Rating on X Certs to B2
SPRING ROAD 2007-1: Moody's Hikes Rating on $23MM Notes to 'Ba1'
ST. JAMES RIVER: Moody's Affirms B1 Rating on $16MM Class E Notes
STEERS HIGH-GRADE: Moody's Downgrades Ratings on Five Trust Units
STEERS HIGH-GRADE 2: Moody's Cuts Ratings on Four Trust Units

UBS-BARCLAYS 2013-C6: Fitch Assigns 'B' Rating to Class F Certs
WACHOVIA CRE 2006-1: Indenture Amendment No Impact on Ratings
WFRBS 2013-C13: Moody's Assigns Not-Prime Ratings to Two Classes
WIND RIVER II: S&P Assigns 'CCC-' Rating on 3 Note Classes

* Fitch Says U.S. CREL CDO Delinquencies Remain Stable
* Fitch Says US Bank TruPS CDO Deferral Cures Reach Highest Level
* Fitch Downgrades 535 Distressed U.S. RMBS Bonds to 'Dsf'
* Fitch Says 'Extra Vigilance' Needed for New U.S. Large Loan CMBS
* Home Ownership Rates Decline Good for CMBS-Backed Securities

* Moody's Cuts Ratings on 125 Tranches From 6 RMBS Transactions
* Moody's Takes Action on 58 Tranches of Alt-A Backed RMBS Deals
* Moody's Takes Action on $2.3-Bil of Subprime RMBS Issues
* Moody's Takes Actions on $1.3BB of Prime Jumbo RMBS
* Moody's Takes Action on $866-Mil. of Alt-A Backed RMBS Loans

* Moody's Lowers Ratings on $512MM of RMBS from Various Issuers
* Moody's Lifts Ratings on $295 Million of Subprime RMBS
* Moody's Takes Action on $93-Mil. of Prime Jumbo RMBS
* Moody's Takes Action on $153MM of Subprime RMBS
* Moody's Takes Action on Five Subprime RMBS Tranches

* Moody's Says Conduit Loan Leverage is 98% in First Quarter
* Moody's MLTV Measure Effective in Identifying CMBS Risk
* S&P Takes Various Rating Actions on Synthetic CDOs After Review
* S&P Lowers 317 Ratings on 171 US RMBS Deals to 'D(sf)'


                            *********



ABACUS 2005-4: Debt Amendments No Impact on Moody's Ratings
-----------------------------------------------------------
Moody's proposed amendment to the Indenture (the "Supplemental
Indenture No. 2") between Abacus 2005-4, Ltd. (the "Issuer"),
Abacus 2005-4, Inc. (the "Co-Issuer") and U.S. Bank, National
Association (the "Trustee") if implemented, would not, in and of
itself and as of this time, result in the downgrade or withdrawal
of the notes issued by Abacus 2005-4, Ltd.

The proposed amendment may be summarized as follows: the
definition of Partial Optional Redemption in the Indenture dated
as of August 18, 2005, is amended to permit redemption of
Protection Buyer Notes, which is defined as two-third of currently
outstanding balance of Class A-1 Notes acquired by the Protection
Buyer (Goldman Sachs Capital Markets, L.P.) and/or one or more
Affiliates thereof, and will be effective with the consent of all
Class A-1 Noteholders.

Moody's has determined that the amendment, if implemented, in and
of itself and at this time, will not result in the downgrade or
withdrawal of the notes currently issued by Abacus 2005-4, Inc.
However, Moody's opinion addresses only the credit impact
associated with the proposed amendment, and Moody's is not
expressing any opinion as to whether the amendment has, or could
have, other non-credit related effects that may have a detrimental
impact on the interests of note holders and/or counterparties.

The last rating action for Abacus 2005-4, Inc. was taken on
January 18, 2013

The principal methodology used in rating and monitoring of this
transaction is "Moody's Approach to Rating SF CDOs" published in
May 2012.

Moody's will continue monitoring the ratings. Any change in the
rating will be publicly disseminated by Moody's through
appropriate media.

On January 18, 2013 Moody's downgraded the ratings of eight
classes of Notes issued by Abacus 2005-4 due to deterioration in
the credit quality of the underlying portfolio of reference
obligations:

Cl. A-1, Downgraded to Baa2 (sf); previously on Apr 6, 2011
Downgraded to A2 (sf)

Cl. A-2, Downgraded to Ba2 (sf); previously on May 5, 2010
Downgraded to Baa3 (sf)

Cl. B, Downgraded to Ba3 (sf); previously on Apr 6, 2011
Downgraded to Ba2 (sf)

Cl. C, Downgraded to B1 (sf); previously on Apr 6, 2011 Downgraded
to Ba2 (sf)

Cl. D, Downgraded to B1 (sf); previously on May 5, 2010 Downgraded
to Ba2 (sf)

Cl. E-1, Downgraded to B1 (sf); previously on Apr 6, 2011
Downgraded to Ba3 (sf)

Cl. E-3, Downgraded to B1 (sf); previously on Apr 6, 2011
Downgraded to Ba3 (sf)

Cl. E-2, Downgraded to B1 (sf); previously on Apr 6, 2011
Downgraded to Ba3 (sf)


AIR CANADA 2013-1: Fitch Rates $181MM Class B Certs. 'BB+'
----------------------------------------------------------
Fitch Ratings assigns the following ratings to Air Canada's (AC,
IDR 'B'/Positive Outlook) proposed Pass Through Trusts Series
2013-1:

-- $424.4 million Class A certificates (A-tranche) with an
   expected maturity of May 2025 'A';

-- $181.9 million Class B certificates (B-tranche) with an
   expected maturity of May 2021 'BB+'.

The final legal maturities are scheduled to be 18 months after the
expected maturities. AC may subsequently offer additional
subordinated class C certificates at a future date, as per the
transaction documents.

TRANSACTION OVERVIEW

The structure of AC's debut EETC transaction mirrors the post-2009
EETC template utilized by U.S. carriers with similar terms and
structural enhancements (with the exception of an intermediary
SPV). However, instead of Section 1110, which is available only to
U.S. air carriers, the legal protection for AC 2013-1 certificate
holders is provided by the Cape Town Convention, which Canada
implemented as federal, provincial and territorial law in all
applicable provinces and territories effective as of April 1,
2013.

Collateral Pool: The transaction will be secured by a perfected
first priority security interest in five new 777-300ERs with
higher maximum take-off weight (MTOW) than the standard model,
classified as Fitch Tier 1 collateral, and considered a vital
addition to AC's fleet as it looks to strategically grow in
international markets.

Prefunded Deal: Similar to recent U.S. EETCs, proceeds from the
transaction will be used to pre-fund deliveries between June 2013
and February 2014. Accordingly, proceeds initially will be held in
escrow by the designated depository, Natixis ('A+'/'F1+'/Negative
Outlook) acting through its New York branch, until the aircraft
are delivered.

Liquidity Facility: Class A and Class B certificates benefit from
a dedicated 18-month liquidity facility which also will be
provided by Natixis.

Conditional Sale Agreement (CSA): The structure of this
transaction features an intermediary SPV (Loxley Aviation, a
Canadian Orphan SPV) between the airline and the loan trustees.
Importantly, the CSAs in this transaction benefit from the
protections available under Cape Town Alternative A. CSA
structures are common in aircraft financing.

Cross-default & cross-collateralization provisions: Importantly,
each Equipment Note will be fully cross-collateralized and all
indentures and CSAs will have immediate cross-default provisions,
which limit AC's ability to 'cherry-pick' aircraft within an EETC
in a potential insolvency, offering the same level of creditor
protection as modern (post-2009) EETCs issued in the U.S.

Cape Town Convention and its Aircraft Protocol (CTC): On April 1,
2013, CTC was implemented as federal law and also incorporated in
most of its provinces and territories, including Quebec where AC
is headquartered. Importantly, Canada has adopted CTC in the
manner that is intended to be most favorable to EETC holders in a
potential default with all the key declarations including: (i)
Alternative A which essentially 'exports Section 1110' into
foreign jurisdictions with the same 60-day stay period following
an insolvency event (ii) self-help remedies, (iii) an Irrevocable
De-Registration and Export Request Authorization (IDERA)
registration, which obligates AC and the Canadian government to
assist creditors in the deregistration and export of the aircraft,
and (iv) choice of law. CTC Alternative A also requires AC to
maintain and preserve the aircraft and its value in accordance
with the financing agreement during the 60-day stay period, which
is an additional enhancement over Section 1110.

Rating Rationale

Fitch's ratings for all tranches are based on the following key
factors:

Strong Collateral Pool (Tier 1 aircraft)
Fitch views the 777-300ER as high-quality Tier 1 collateral. With
a single engine type (GE), the 777-300ER is the best-selling
widebody aircraft of its size, and a relatively young fleet type
with an average age of 3.75 years for the global fleet. Notably,
there are no 777-300ERs currently parked and the backlog continues
to strengthen with an increasing number of both orders and
operators. The fleet type currently has no direct competition
since Airbus ended the A340-600 program in 2011, but will compete
head-to-head with Airbus' A350-1000 when it is launched over the
next few years (assuming no production delays).

Boeing also envisions a next-gen 777-X, which will eventually
supplant the 777-300ER, but has yet to formally launch the
program. High transition costs, typical of most large widebodies,
could pressure values over time. Still, the outlook for the 777-
300ER remains solid in the near-to-intermediate term as Fitch
expects demand for this aircraft type, underpinned by lucrative
international routes, to remain strong, supporting secondary
market values even in a downturn.

Higher MTOW for AC's 777-300ERs
The five 777-300ERs included in this deal have a higher MTOW than
the standard 777-300ER, which enables AC to more passenger and
cargo capacity (in the belly of the aircraft), thereby increasing
the revenue potential of these aircraft, while lowering unit
costs, and marginally increasing trip costs. AC's 777-300ERs also
feature additional enhancements including a larger cargo door,
flight crew and attendant rest areas, which add incremental value
to these assets as per the appraisers in the offering memorandum,
as well as Fitch's independent appraiser not included in the deal.

High Affirmation Factor
The 777-300ERs in the collateral pool play a vital role in AC's
fleet to support the airline's strategic focus on international,
capitalizing on sixth freedom traffic and its extensive network.
Overall, AC is looking to revamp its widebody fleet by growing its
777 fleet and inducting 787s to replace the older 767s that will
be transferred to rouge, AC's new low-cost subsidiary for
international leisure markets. When the five aircraft from this
deal are combined with the 12 777-300ERs that AC already operates,
the 777-300ER will represent 28% of AC's widebody fleet by year-
end 2014. Importantly, the 777-300ERs in the collateral pool not
only represent the youngest vintages of this fleet type in AC's
fleet, but the higher revenue generation capability (from the new
LOPA reconfiguration) in addition to lower operating unit costs
sets them apart from other 777s that AC currently operates.

This is also AC's first EETC, and would be the first pool of
aircraft with the standard cross-default and cross-
collateralization provisions, so AC would have to make an 'all-or-
nothing' decision in regards to these aircraft, versus having to
make a decision on a plane-by-plane basis as would be the case for
the majority of its remaining fleet in a potential insolvency.
Although Fitch expects AC to return to the EETC market in the next
couple of years, future AC EETCs would likely include the 787s
(which serve different international markets) based on the current
order book, which does not have any firm orders for the 777. AC
does have purchase rights for 13 more 777-300ERs, but the next
available delivery slots for the 777-300ERs are limited.

Cross-default and Cross-collateralization Provisions
All equipment notes are fully cross-collateralized, and all
indentures and CSAs will be cross-defaulted, which restricts AC's
ability to 'cherry-pick' aircraft within this EETC.

Legal Creditor Protection Provided by CTC
Fitch views the creditor protection provided by CTC Alternative A
in Canada to be the same as the legal protection provided by
Section 1110 in the U.S. The CTC has yet to be tested in Canadian
courts, which adds some uncertainty, but Fitch does not view this
as a significant concern in Canada given the reliability of its
legal system. However, it could be an issue in other CTC
jurisdictions along with the political risk inherent in some
countries. The general insolvency regime in Canada is strong, with
case law precedent from AC's 2003 CCAA filing in favor of the
aircraft lessor. The CTC fortifies the existing legal framework by
expanding the scope of eligible financing instruments to include
leases as well as mortgages, and CSAs.

Canada has also adopted the CTC in its best possible form. As
implemented, CTC Alternative A takes priority over any other
inconsistent law in the country (with some limited exceptions).
Furthermore, Canada has a solid standing in the international
arena with a long history of honoring statutory law and treaties.
Accordingly, Fitch believes that the enforceability of the CTC
Alternative A will be similar to Section 1110 in the U.S. with
incrementally stronger provisions due to the requirement to
maintain the aircraft and preserve its value during the initial
60-day stay period, a broader scope and a quicker deregistration
process. Fitch's rating process for AC 2013-1 treated the CTC in
Canada as having parity with Section 1110.

Senior Tranche Rating
The proposed rating of AC 2013-1 Class A certificates also is
supported by the following, as per Fitch's EETC criteria:

Significant Overcollateralization (OC) (Fitch's base case LTV):
The A-tranche in AC 2013-1 is significantly over-collateralized,
with initial LTV of only 49.5%, using adjusted aircraft values
provided by Fitch's independent appraiser. It also reflects the
lowest LTV for an A-tranche that Fitch has rated in the past year,
or A-tranches in general when compared to initial LTV in the 55%-
57% range for the majority of A-tranches issued by U.S. carriers.

The initial LTV is also the max LTV for the A-tranche in Fitch's
base case, as LTVs remain flat the first five years, as scheduled
amortization payments nearly match Fitch's depreciation
assumptions, which are more conservative than the offering
memorandum. The LTV gradually declines to 42.4% by the expected
maturity date. The final balloon payment of approximately 48% of
the original loan amount is higher than some recently rated deals
but is in line with CAL 12-2A (also rated 'A'). Importantly, the
higher tail risk is mitigated by the young vintage and solid
outlook of this fleet type.

Significant OC even in a severe downturn (Fitch's stress LTV): The
A-tranche also is significantly over-collateralized in a potential
distress scenario as reflected in a maximum LTV of 78% in Fitch's
stress case. Fitch's stress case assumes a rejection of the entire
pool in a severe global aviation downturn and includes (i) a full-
draw of the liquidity facility, (ii) 5% remarketing costs, and
(iii) a 25% A-category value stress to the aircraft collateral.
The 78% max LTV suggests the structure can withstand acute
stresses even in a severe downturn with full recovery for Class A
certificate holders with significant headroom. The maximum stress
LTV for AC 2013-1 A-tranche is also the lowest LTV by a wide
margin when compared to any of the other A-tranches (typically in
high 80%-90% range) Fitch has rated. The low leverage in this
transaction is a key factor that differentiates it from recent
deals.

Liquidity Facility: The credit support from the liquidity facility
which covers interest payments for 18 months in a potential
default scenario also is factored into the ratings for the A-
tranche.

Subordinated Tranche Rating
The 'BB+' rating for the Class B certificates is assigned by a
four-notch uplift (the maximum per Fitch's EETC criteria) from
AC's IDR of 'B' based on the high affirmation factor for this
collateral pool, as per Fitch's EETC criteria. Although not
reflected in the rating, the AC 2013-1 B-tranche also benefits
from over-collateralization as reflected in Fitch's base LTV of
70.3%, and creditor protection from the liquidity facility.

Fitch has assigned these ratings:

Air Canada Pass Through Trusts Series 2013-1
-- Class A certificates 'A';
-- Class B certificates 'BB+'.


AIR CANADA 2013-1: Fitch Rates $108.3MM Class C Certs. 'BB-'
------------------------------------------------------------
Fitch Ratings assigns the following rating to Air Canada's (AC,
IDR 'B'/Positive Outlook) proposed Pass Through Trusts Series
2013-1:

-- $108.3 million Class C certificates (C-tranche) with a
   bullet maturity of May 2018 'BB-'.

TRANSACTION OVERVIEW

The structure of AC's debut EETC transaction mirrors the post-2009
EETC template utilized by U.S. carriers with similar terms and
structural enhancements (with the exception of an intermediary
SPV). However, instead of Section 1110, which is available only to
U.S. air carriers, the legal protection for AC 2013-1 certificate
holders is provided by the Cape Town Convention, which Canada
implemented as federal, provincial and territorial law in all
applicable provinces and territories effective as of April 1,
2013.

Collateral Pool: The transaction will be secured by a perfected
first priority security interest in five new 777-300ERs with
higher maximum take-off weight (MTOW) than the standard model,
classified as Fitch Tier 1 collateral, and considered a vital
addition to AC's fleet as it looks to strategically grow in
international markets.

Prefunded Deal: Similar to recent U.S. EETCs, proceeds from the
transaction will be used to pre-fund deliveries between June 2013
and February 2014. Accordingly, proceeds initially will be held in
escrow by the designated depository, Natixis ('A+'/'F1+'/Negative
Outlook) acting through its New York branch, until the aircraft
are delivered.

Conditional Sale Agreement (CSA): The structure of this
transaction features an intermediary SPV (Loxley Aviation, a
Canadian Orphan SPV) between the airline and the loan trustees.
Importantly, the CSAs in this transaction benefit from the
protections available under Cape Town Alternative A. CSA
structures are common in aircraft financing.

Cross-default & cross-collateralization provisions: Importantly,
each Equipment Note will be fully cross-collateralized and all
indentures and CSAs will have immediate cross-default provisions,
which limit AC's ability to 'cherry-pick' aircraft within an EETC
in a potential insolvency, offering the same level of creditor
protection as modern (post-2009) EETCs issued in the U.S.

Cape Town Convention and its Aircraft Protocol (CTC): On April 1,
2013, CTC was implemented as federal law and also incorporated in
most of its provinces and territories, including Quebec where AC
is headquartered. Importantly, Canada has adopted CTC in the
manner that is intended to be most favorable to EETC holders in a
potential default with all the key declarations including: (i)
Alternative A which essentially 'exports Section 1110' into
foreign jurisdictions with the same 60-day stay period following
an insolvency event (ii) self-help remedies, (iii) an Irrevocable
De-Registration and Export Request Authorization (IDERA)
registration, which obligates AC and the Canadian government to
assist creditors in the deregistration and export of the aircraft,
and (iv) choice of law. CTC Alternative A also requires AC to
maintain and preserve the aircraft and its value in accordance
with the financing agreement during the 60-day stay period, which
is an additional enhancement over Section 1110.

Rating Rationale

The 'BB-' rating of the Class C certificates is assigned by a two-
notch uplift (the minimum per Fitch's EETC criteria) from AC's IDR
of 'B' based on the collateral pool's high affirmation factor. The
rating for the AC 2013-1 C-tranche takes into consideration the
modest OC with Fitch's base LTV of 83.8%, no enhancement from a
liquidity facility, and the following key factors:

Strong Collateral Pool (Tier 1 aircraft)
Fitch views the 777-300ER as high-quality Tier 1 collateral. With
a single engine type (GE), the 777-300ER is the best-selling
widebody aircraft of its size, and a relatively young fleet type
with an average age of 3.75 years for the global fleet. Notably,
there are no 777-300ERs currently parked and the backlog continues
to strengthen with an increasing number of both orders and
operators. The fleet type currently has no direct competition
since Airbus ended the A340-600 program in 2011, but will compete
head-to-head with Airbus' A350-1000 when it is launched over the
next few years (assuming no production delays).

Boeing also envisions a next-gen 777-X, which will eventually
supplant the 777-300ER, but has yet to formally launch the
program. High transition costs, typical of most large widebodies,
could pressure values over time. Still, the outlook for the 777-
300ER remains solid in the near-to-intermediate term as Fitch
expects demand for this aircraft type, underpinned by lucrative
international routes, to remain strong, supporting secondary
market values even in a downturn.

Higher MTOW for AC's 777-300ERs
The five 777-300ERs included in this deal have a higher MTOW than
the standard 777-300ER, which enables AC to more passenger and
cargo capacity (in the belly of the aircraft), thereby increasing
the revenue potential of these aircraft, while lowering unit
costs, and marginally increasing trip costs. AC's 777-300ERs also
feature additional enhancements including a larger cargo door,
flight crew and attendant rest areas, which add incremental value
to these assets as per the appraisers in the offering memorandum,
as well as Fitch's independent appraiser not included in the deal.

High Affirmation Factor
The 777-300ERs in the collateral pool play a vital role in AC's
fleet to support the airline's strategic focus on international,
capitalizing on sixth freedom traffic and its extensive network.
Overall, AC is looking to revamp its widebody fleet by growing its
777 fleet and inducting 787s to replace the older 767s that will
be transferred to rouge, AC's new low-cost subsidiary for
international leisure markets. When the five aircraft from this
deal are combined with the 12 777-300ERs that AC already operates,
the 777-300ER will represent 28% of AC's widebody fleet by year-
end 2014. Importantly, the 777-300ERs in the collateral pool not
only represent the youngest vintages of this fleet type in AC's
fleet, but the higher revenue generation capability (from the new
LOPA reconfiguration) in addition to lower operating unit costs
sets them apart from other 777s that AC currently operates.

This is also AC's first EETC, and would be the first pool of
aircraft with the standard cross-default and cross-
collateralization provisions, so AC would have to make an 'all-or-
nothing' decision in regards to these aircraft, versus having to
make a decision on a plane-by-plane basis as would be the case for
the majority of its remaining fleet in a potential insolvency.
Although Fitch expects AC to return to the EETC market in the next
couple of years, future AC EETCs would likely include the 787s
(which serve different international markets) based on the current
order book, which does not have any firm orders for the 777. AC
does have purchase rights for 13 more 777-300ERs, but the next
available delivery slots for the 777-300ERs are limited.

Cross-default and Cross-collateralization Provisions
All equipment notes are fully cross-collateralized, and all
indentures and CSAs will be cross-defaulted, which restricts AC's
ability to 'cherry-pick' aircraft within this EETC.

Legal Creditor Protection Provided by CTC
Fitch views the creditor protection provided by CTC Alternative A
in Canada to be the same as the legal protection provided by
Section 1110 in the U.S. The CTC has yet to be tested in Canadian
courts, which adds some uncertainty, but Fitch does not view this
as a significant concern in Canada given the reliability of its
legal system. However, it could be an issue in other CTC
jurisdictions along with the political risk inherent in some
countries. The general insolvency regime in Canada is strong, with
case law precedent from AC's 2003 CCAA filing in favor of the
aircraft lessor. The CTC fortifies the existing legal framework by
expanding the scope of eligible financing instruments to include
leases as well as mortgages, and CSAs.

Canada has also adopted the CTC in its best possible form. As
implemented, CTC Alternative A takes priority over any other
inconsistent law in the country (with some limited exceptions).
Furthermore, Canada has a solid standing in the international
arena with a long history of honoring statutory law and treaties.
Accordingly, Fitch believes that the enforceability of the CTC
Alternative A will be similar to Section 1110 in the U.S. with
incrementally stronger provisions due to the requirement to
maintain the aircraft and preserve its value during the initial
60-day stay period, a broader scope and a quicker deregistration
process. Fitch's rating process for AC 2013-1 treated the CTC in
Canada as having parity with Section 1110.

Senior Tranche Rating
The proposed rating of AC 2013-1 Class A certificates also is
supported by the following, as per Fitch's EETC criteria:

Significant Overcollateralization (OC) (Fitch's base case LTV):
The A-tranche in AC 2013-1 is significantly over-collateralized,
with initial LTV of only 49.5%, using adjusted aircraft values
provided by Fitch's independent appraiser. It also reflects the
lowest LTV for an A-tranche that Fitch has rated in the past year,
or A-tranches in general when compared to initial LTV in the 55%-
57% range for the majority of A-tranches issued by U.S. carriers.

The initial LTV is also the max LTV for the A-tranche in Fitch's
base case, as LTVs remain flat the first five years, as scheduled
amortization payments nearly match Fitch's depreciation
assumptions, which are more conservative than the offering
memorandum. The LTV gradually declines to 42.4% by the expected
maturity date. The final balloon payment of approximately 48% of
the original loan amount is higher than some recently rated deals
but is in line with CAL 12-2A (also rated 'A'). Importantly, the
higher tail risk is mitigated by the young vintage and solid
outlook of this fleet type.

Significant OC even in a severe downturn (Fitch's stress LTV): The
A-tranche also is significantly over-collateralized in a potential
distress scenario as reflected in a maximum LTV of 78% in Fitch's
stress case. Fitch's stress case assumes a rejection of the entire
pool in a severe global aviation downturn and includes (i) a full-
draw of the liquidity facility, (ii) 5% remarketing costs, and
(iii) a 25% A-category value stress to the aircraft collateral.
The 78% max LTV suggests the structure can withstand acute
stresses even in a severe downturn with full recovery for Class A
certificate holders with significant headroom. The maximum stress
LTV for AC 2013-1 A-tranche is also the lowest LTV by a wide
margin when compared to any of the other A-tranches (typically in
high 80%-90% range) Fitch has rated. The low leverage in this
transaction is a key factor that differentiates it from recent
deals.

Liquidity Facility: The credit support from the liquidity facility
which covers interest payments for 18 months in a potential
default scenario also is factored into the ratings for the A-
tranche.

Subordinated Tranche Rating
The 'BB+' rating for the Class B certificates is assigned by a
four-notch uplift (the maximum per Fitch's EETC criteria) from
AC's IDR of 'B' based on the high affirmation factor for this
collateral pool, as per Fitch's EETC criteria. Although not
reflected in the rating, the AC 2013-1 B-tranche also benefits
from over-collateralization as reflected in Fitch's base LTV of
70.3%, and creditor protection from the liquidity facility.

Fitch has assigned the following rating:

Air Canada Pass Through Trusts Series 2013-1
-- Class C certificates 'BB-'.

Earlier today Fitch assigned the following ratings:

Air Canada Pass Through Trusts Series 2013-1
-- Class A certificates 'A';
-- Class B certificates 'BB+'.


AIR CANADA 2013-1: Moody's Takes Action on Three Cert. Classes
--------------------------------------------------------------
Moody's Investors Service assigned Baa3, B1 and B3 ratings,
respectively, to the Class A, Class B and Class C Pass Through
Certificates, Series 2013-1 (the "Certificates") of the Air Canada
2013-1 Pass Through Trusts that Air Canada will establish. Moody's
rates Air Canada's Corporate Family rating at Caa1 and changed the
outlook to positive on April 8, 2013.

Issuer: Air Canada 2013-1 Pass Through Trusts

Assignments:

Senior Secured Enhanced Equipment Trust, A Tranche, Assigned Baa3

Senior Secured Enhanced Equipment Trust, B Tranche, Assigned B1

Senior Secured Enhanced Equipment Trust, C Tranche, Assigned B3

Outlook

Assigned Positive

Ratings Rationale:

The ratings of the Certificates consider the credit quality of Air
Canada as conditional buyer under the Conditional Sale Agreements
("CSAs") with 12 year terms, the instruments whose cash flows will
fund the distributions to Certificate holders. The ratings also
reflect Moody's opinion of the importance of the five Boeing B777-
300ER aircraft to be financed by this transaction to Air Canada's
long-haul network strategy and the international interests
(security interests recognized by the Cape Town Convention on
International Interests in Mobile Equipment and the Protocol to
the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment (together "Cape Town"))
that the CSAs and Trust Indentures create pursuant to Cape Town,
which became part of Canadian federal, and applicable provincial
and territorial law on April 1, 2013. The ratings also consider
the collateral protection of the equipment notes, the ability of
the included liquidity facilities to defer, if not prevent, an A
or B tranche Certificate default, the cross-default and cross-
collateralization of the CSAs and the equipment notes and the
applicability of Cape Town's Alternative A. The assigned ratings
reflect Moody's opinion of the ability of the Pass-Through
Trustees to make timely distributions of interest and the ultimate
distribution of principal on the final scheduled regular
distribution dates of May 15, 2025, May 15, 2021 and May 15, 2018
for the A, B and C Certificates, respectively.

Any combination of future changes in the underlying credit quality
or ratings of Air Canada, unexpected changes in Air Canada's route
network that de-emphasizes long-haul operations, unexpected
material changes in the market value of the B777-300ER or court
rulings or changes to Canadian law that weaken or remove Cape Town
or Alternative A could cause Moody's to change its ratings of the
Certificates.

Transaction Structure

Loxley Aviation Ltd., a new special purpose entity ("SPE") has
been created to facilitate Air Canada's inaugural offering of
Enhanced Equipment Trust Certificates ("EETCs"). The SPE will
issue equipment notes that the Pass Though Trusts will purchase
with the Certificate proceeds. The SPE will use the equipment note
proceeds plus the initial purchase installments paid by Air Canada
under the CSAs to purchase the Boeing B777-300ER aircraft that the
Certificates will finance. Air Canada will assign its purchase
rights for the aircraft to the SPE and, simultaneously upon the
delivery of the aircraft, purchase each aircraft from the SPE
under a CSA. The payments under the CSAs are sized to fund the
interest and principal payments due on the equipment notes, which
in turn are sized to fund the scheduled distributions of the
Certificates.

The payment waterfall of the transaction provides for interest to
be distributed on the preferred pool balance(s) of the junior
tranche(s) before the distribution of principal to the A tranche.
Amounts due under the respective Certificates will be subordinated
to any amounts due on the separate Class A and Class B Liquidity
Facilities ("Liquidity Facility"). There is no liquidity facility
for the C tranche. Natixis S.A., acting through is New York Branch
((P)A2, stable) will provide the separate liquidity facility for
each of the Class A and Class B Certificates and will also act as
the Depositary, which holds the Certificate proceeds for the
benefit of certificate holders pending the delivery of each
aircraft in the transaction. Moody's Depositary Minimum Threshold
and Liquidity Provider Minimum Threshold Ratings for this
transaction are P-1 and Baa2, respectively.

The Collateral

The five newly-manufactured Boeing B777-300ER aircraft, each
configured with 458 seats across three classes of service will
comprise the collateral for this financing. At 775,000 pounds,
each aircraft will have the highest MTOWs (Maximum Take-Off
Weights) of the 777 family of aircraft, extending the payload
versus other -300ERs with lower MTOWs. Air Canada will use these -
300ERs on some of its densest long-haul routes. As these will be
the youngest of the large long-haul aircraft in the fleet for
years to come, Moody's believes that there is a high probability
that Air Canada would affirm its obligations under the CSAs
pursuant to Cape Town if faced with a future insolvency scenario.
The five aircraft will represent about 20% of the 23 B777 family
of aircraft that Air Canada will have in its fleet as currently
structured.

Loan-to-Value

Moody's uses its estimates of current market value when assessing
the loan-to-value ("LTVs") of an EETC financing, which are
typically more conservative than the LTVs based on the lower of
mean or median of the appraisals included in the offering
memorandum. This is the first EETC that Moody's has been asked to
rate that includes the Boeing B777-300ER. Moody's estimates the
initial loan-to-value of the A, B and C tranches at about 51%,
almost 74%, and about 86%, respectively, based on its estimates of
current market values. The peak LTVs including a small benefit for
the transaction's cross-collateralization are about one to three
points higher than the initial levels and occur at the first
distribution date of May 15, 2014. These compare to LTVs of 48.9%,
69.5% and 82.3% per the offering memorandum, which are calculated
using appraisers' views of base values.

The principal methodology used in this rating was the Enhanced
Equipment Trust and Equipment Trust Certificates Methodology
published in December 2010 and the Global Passenger Airlines
Industry Methodology published in May 2012.

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada with leading
market shares domestically (55% market share of available seat
miles, 39% of AC's passenger revenues), in US/ Canadian trans-
border (35% market share, 20% of revenues) and internationally
(37% market share, 41% of revenues). In conjunction with its
regional partners (Jazz and Sky Regional), Air Canada carries
approximately 34 million passengers annually with more than 1,500
daily departures to about 180 destinations worldwide. Air Canada
also provides cargo and tour operator services. Revenue for 2012
was C$12 billion.


AIR CANADA 2013-1: S&P Gives Prelim 'B' Rating to C Certs Due 2018
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B'(sf) rating to Air Canada's series 2013-1 class C
pass-through certificates with an expected maturity of May 15,
2018.  The pass-through certificates will be issued by pass-
through trusts that will hold equipment notes issued by Loxley
Aviation Ltd.  Loxley Aviation is a newly formed company whose
assets will consist of the aircraft to be financed, in part, with
the proceeds of this offering and contract rights under its
conditional sale agreements for the aircraft with Air Canada.  S&P
will assign final ratings after concluding a legal review of the
documentation.

S&P bases the preliminary 'B'(sf) rating on the credit quality of
Air Canada (B-/Stable/--); substantial collateral coverage by
good-quality aircraft; and the legal and structural protections
available to the pass-through certificates.  The company will use
proceeds of this offering and those of the 2013-1 class A and
class B series to finance 2013 and 2014 deliveries of five Boeing
B777-300ER aircraft to be acquired by Loxley Aviation and
conditionally sold to Air Canada.  Each aircraft's equipment notes
are cross-collateralized and cross-defaulted under the indentures,
and cross-collateralized and cross-defaulted to the conditional
sale agreements, which S&P believes increases the likelihood that
Air Canada would cure any defaults and agree to perform its future
obligations, including its payment obligations, under the
conditional sale agreements in an insolvency-related event of the
airline.

The pass-through certificates benefit from legal protections
afforded by Article XI, Alternative A, of the Protocol to the Cape
Town Convention on International Interests in Mobile Equipment, as
adopted in Canada.  Alternative A is similar to Section 1110 of
the U.S. Bankruptcy Code.  In summary, Alternative A and Canada's
corresponding declarations to the Cape Town Convention provide
that within 60 calendar days after the commencement of an
insolvency-related event in Canada with respect to Air Canada or
Loxley Aviation, as applicable, Air Canada, Loxley Aviation, or
its insolvency administrator would be required either to give
possession of the airframe and engines securing the equipment
notes to the relevant loan trustee or Loxley Aviation (as
applicable), or to cure all defaults (other than those based on
the commencement of the insolvency-related event) and agree to
perform all future obligations under the conditional sale
agreements or the equipment notes and the security agreements
securing the equipment notes (as applicable).

The Cape Town Convention went into effect in Canada April 1, 2013,
and has not yet been applied by the Canadian courts.  Accordingly,
there is no precedent determining how the Cape Town Convention
would be enforced by the courts of Canada.  However, consistent
with S&P's generally positive view of the Canadian legal system,
S&P's analysis assumes that Canadian courts will interpret the
statutory provisions that implement the Cape Town Convention in a
manner that will give effect to the protections afforded by Cape
Town Convention and the related protocol.  S&P's analysis,
therefore, anticipates that in a scenario where the the loan
trustee seeks to exercise its remedies under the conditional sale
agreements or the equipment notes, as applicable, in the case of
an insolvency-related event of Air Canada or Loxley Aviation, that
the legal protections afforded by Article XI, Alternative A of the
Protocol to the Cape Town Convention will be available.

The preliminary ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts representing
interests in deposits that are the proceeds of the offerings.  The
proceeds will be deposited with Natixis S.A. (A/Negative/A-1),
acting through its New York branch, pending delivery of the new
aircraft.  Amounts deposited under the escrow agreements are not
property of Air Canada or Loxley Aviation and are not entitled to
the benefits of the Cape Town Convention.  S&P's rating on Natixis
is sufficiently high that, under its counterparty criteria, this
does not represent a constraint on its preliminary ratings on the
certificates.  Neither the certificates nor the escrow receipts
may be separately assigned or transferred.  Any cash collateral
held as a result of the cross-collateralization of the equipment
notes would not be entitled to the benefits of the Cape Town
Convention.

S&P believes that Air Canada would view the aircraft being
financed by the pass-through certificates as important and, given
the cross-collateralization and cross-default provisions, would
likely cure defaults and agree to perform its future obligations
under the conditional sale agreements.  In S&P's view, the cross-
default and cross-collateralization provisions make it less likely
that Air Canada would seek to perform under less than all of the
conditional sale agreements (cherry-picking), which historically
has been used to the detriment of certificate holders in airline
insolvencies.  Furthermore, S&P's expectation of Air Canada's
continued performance under the conditional sale agreements is
supported by S&P's belief that, should Air Canada become subject
to insolvency proceedings, it is very likely the company will be
reorganized.  This expectation is supported by the following: the
company was reorganized after its last bankruptcy filing in 2003;
it is the largest airline in Canada and is the flag carrier for
the country; and Air Canada provided 55% of domestic traffic, 35%
of transborder traffic and 37% of international traffic from
Canada in 2012.

The collateral pool consists of five B777-300ER (extended range)
aircraft, the first of which will be delivered later this year.
Boeing Co. introduced this model into service in 2004, expanding
and increasing the range of the successful predecessor B777-200ER.
The two-engine B777-300ER, in S&P's view, is currently the best
widebody plane available, and its capabilities make it a good
replacement for the four-engine (and thus less fuel-efficient)
B747-400.  S&P believes that Airbus' planned A350 will pose a more
serious competitive challenge to the smaller B777-200ER than to
the B777-300ER.  American Airlines Inc.'s 2013-1 enhanced
equipment trust certificates (EETC) issued earlier this year
included B777-300ER as collateral.  The B777-300ER will be the
largest plane in Air Canada's fleet and operate on high-density
international routes.  S&P believes if Air Canada needed to shrink
its fleet during insolvency reorganization proceedings that it
would first retire other, older widebodies.  S&P expects also that
the financing costs on these B777-300ERs (through the issuance of
the pass-through certificates) will be low relative to those on
most of Air Canada's other aircraft, further supporting S&P's view
of the likelihood that Air Canada would seek to continue to
operate the B777-300ERs through any insolvency reorganization.

S&P is applying a depreciation rate of 6.5% annually of the
preceding year's value for the B777-300ER, which equals the lowest
depreciation rate S&P currently uses for a widebody plane.

Using the appraised base values and depreciation assumptions in
the offering memorandum, the initial loan-to-value (LTV) of the
class C certificates is 82.3%.  When S&P evaluates an EETC, it
compares the values provided by appraisers that the airline hired
with its own sources.  Overall, the values that S&P uses
approximate those set out in the offering memorandum for the pass-
through certificates.  However, S&P applies more conservative
(faster) depreciation rates than those used in the offering
memorandum, and although its LTVs start out at the same level as
those in the offering memorandum, they gradually diverge, reaching
86.9% maximum for the class C certificates.  S&P's rating on the
class C certificates is lower than its ratings on the class A and
class B certificates because of a higher LTV, the fact that the
class C certificates are subordinated to the more senior
certificates, and because the class C certificates do not have a
dedicated liquidity facility (which would cover up to three semi-
annual interest payments, during an insolvency-related event).
Still, the class C certificates benefit from the fact that the
notes that secure all the certificates are cross-defaulted and
cross-collateralized, which, S&P believes, increases the
likelihood that Air Canada would cure defaults and agree to
perform its future obligations under the conditional sale
agreements.

RATINGS LIST

Air Canada
Corporate credit rating                         B-/Stable/--

Ratings Assigned
Equipment trust certificates
Series 2013-1 class C pass-thru certificates   B (sf) (prelim)


AIR CANADA 2013-1: S&P Assigns 'BB' Rating to Cl. B Certs Due 2025
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
preliminary 'A-'(sf) rating to Air Canada's series 2013-1 Class A
pass-through certificates with an expected maturity of May 15,
2025, and its preliminary 'BB'(sf) rating to the company's series
2013-1 Class B pass-through certificates with an expected maturity
of May 15, 2021.  The pass-through certificates will be issued by
pass-through trusts that will hold equipment notes issued by
Loxley Aviation Ltd.  Loxley Aviation is a newly formed company
whose assets will consist of the aircraft to be financed, in part,
with the proceeds of this offering and contract rights under its
conditional sale agreements for the aircraft with Air Canada.  The
final legal maturities will be 18 months after the expected
maturity.  S&P will assign final ratings after concluding a legal
review of the documentation.

"We base the preliminary 'A-'(sf) and 'BB'(sf) ratings on the
credit quality of Air Canada (B-/Stable/--); substantial
collateral coverage by good-quality aircraft; the legal and
structural protections available to the pass-through certificates;
and by liquidity facilities provided by Natixis S.A.
(A/Negative/A-1).  The company will use proceeds of the offering
to finance 2013 and 2014 deliveries of five Boeing B777-300ER
aircraft to be acquired by Loxley Aviation and conditionally sold
to Air Canada.  Each aircraft's equipment notes are cross-
collateralized and cross-defaulted under the indentures, and also
cross-collateralized and cross-defaulted to the conditional sale
agreements, which we believe increases the likelihood that Air
Canada would cure any defaults and agree to perform its future
obligations, including its payment obligations, under the
conditional sale agreements in an insolvency-related event of the
airline.  Any cash collateral held as a result of the cross-
collateralization of the equipment notes would not be entitled to
the benefits of the Cape Town Convention," S&P said.

The pass-through certificates benefit from legal protections
afforded by Article XI, Alternative A, of the Protocol to the Cape
Town Convention on International Interests in Mobile Equipment, as
adopted in Canada and by liquidity facilities provided by Natixis.
The liquidity facilities would cover up to three semi-annual
interest payments, a period in which interest payments on the
certificates could be maintained while the collateral could be
repossessed and remarketed by certificateholders if Air Canada
does not cure defaults and agree to peform its future obligations
under the conditional sale agreements or while the
certificateholders negotiate with Air Canada during an insolvency-
related event.  Alternative A is similar to Section 1110 of the
U.S. Bankruptcy Code.  In summary,  Alternative A and Canada's
corresponding declarations to the Cape Town Convention  provide
that, within 60 calendar days after the commencement of an
insolvency-related event in Canada with respect to Air Canada or
Loxley Aviation, as applicable, Air Canada, Loxley Aviation, or
its insolvency administrator, would be required either to give
possession of the airframe and engines securing the equipment
notes to the relevant loan trustee or Loxley Aviation (as
applicable), or to cure all defaults (other than those based on
the commencement of the insolvency-related event) and agree to
perform all future obligations under the conditional sale
agreements or the equipment notes and the security agreements
securing the equipment notes (as applicable).

The Cape Town Convention went into effect in Canada April 1, 2013,
and has yet to be applied by Canadian courts.  Accordingly, there
is no precedent determining how the Cape Town Convention would be
enforced by the courts of Canada.  However, consistent with S&P's
generally positive view of the Canadian legal system, its analysis
assumes that Canadian courts will interpret the statutory
provisions that implement the Cape Town Convention in a manner
that will give effect to the protections afforded by the Cape Town
Convention and the related protocol.  S&P's analysis, therefore,
anticipates that in a scenario where the loan trustee seeks to
exercise its remedies under the conditional sale agreements or the
equipment notes, as applicable, that in the case of an insolvency-
related event of Air Canada or Loxley Aviation, the legal
protections afforded by Article XI, Alternative A of the Protocol
to the Cape Town Convention will be available.

The preliminary ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts representing
interests in deposits that are the proceeds of the offerings.  The
proceeds will be deposited, with Natixis acting through its New
York branch pending delivery of the new aircraft.  Amounts
deposited under the escrow agreements are not property of Air
Canada or Loxley Aviation and are not entitled to the benefits
of the Cape Town Convention.  S&P's rating on Natixis is
sufficiently high that, under its counterparty criteria, this does
not represent a constraint on its preliminary ratings on the
certificates.  Neither the certificates nor the escrow receipts
may be separately assigned or transferred.

S&P believes that Air Canada would view the aircraft being
financed by the pass-through certificates as important and, given
the cross-collateralization and cross-default provisions, would
likely cure defaults and agree to perform its future obligations
under the conditional sale agreements.  In S&P's view, the cross-
default and cross-collateralization provisions make it less likely
that Air Canada would seek to perform under less than all of the
conditional sale agreements (cherry-picking), which historically
has been used to the detriment of certificateholders in airline
insolvencies.  Furthermore, S&P's expectation of Air Canada's
continued performance under the conditional sale agreements is
supported by S&P's belief that, should Air Canada become subject
to insolvency proceedings, it is very likely the company will be
reorganized.  This expectation is supported by the following: the
company was reorganized after its last bankruptcy filing in 2003;
it is the largest airline in Canada and is the flag carrier for
the country; and Air Canada provided 55% of domestic traffic, 35%
of transborder traffic, and 37% of international traffic from
Canada in 2012.

The collateral pool consists of five B777-300ER (extended range)
aircraft, the first of which will be delivered later this year.
Boeing Co. introduced this model into service in 2004, expanding
and increasing the range of the successful predecessor B777-200ER.
The two-engine B777-300ER, in S&P's view, is currently the best
widebody plane available, and its capabilities make it a good
replacement for the four-engine (and thus less fuel efficient)
B747-400.  S&P believes that Airbus' planned A350 will pose a more
serious competitive challenge to the smaller B777-200ER than to
the B777-300ER. American Airlines Inc.'s 2013-1 enhanced equipment
trust certificates (EETC) issued earlier this year included B777-
300ERs as collateral.  The B777-300ER will be the largest plane in
Air Canada's fleet and operate on high-density international
routes.  S&P believes that if Air Canada needed to shrink its
fleet during insolvency reorganization proceedings it would first
retire other, older widebodies.  S&P expects also that the
financing costs on these B777-300ERs (through the issuance of the
pass-through certificates) will be low relative to those on most
of Air Canada's other aircraft, further supporting S&P's view of
the likelihood that Air Canada would seek to continue to operate
the B777-300ERs through any insolvency reorganization.

S&P is applying a depreciation rate of 6.5% annually of the
preceding year's value for the B777-300ER, which equals the lowest
depreciation rate it currently uses for a widebody plane.

Using the appraised base values and depreciation assumptions in
the offering memorandum, the initial loan-to-value (LTV) is 48.9%
for the class A certificates and 69.5% for the class B
certificates.  When S&P evaluates an EETC, it compares the values
provided by appraisers that the airline hired with its own
sources.  Overall, the values that S&P uses approximate those set
out in the offering memorandum for the pass-through certificates.
However, S&P apples more conservative (faster) depreciation rates
than those used in the offering memorandum, and though S&P's LTVs
start out at the same level as those in the offering memorandum,
they gradually diverge from those shown in the offering
memorandum, reaching 52.0% maximum for the class A certificates
and 70.9% for the class B certificates.  S&P's analysis also
considered that a full draw of the liquidity facility, plus
interest on those draws, represents a claim senior to the
certificates.  This amount is somewhat less than levels typical of
an EETC, equal to about 5% of collateral value.  S&P factored that
added priority claim into its analysis.

RATINGS LIST

Air Canada
Corporate credit rating                         B-/Stable/--

Ratings Assigned
Equipment trust certificates
Series 2013-1 class A pass-thru certificates   A-(sf) (prelim)
Series 2013-1 class B pass-thru certificates   BB(sf) (prelim)


ARCAP 2004-1: Moody's Lowers Ratings on Five Certificate Classes
----------------------------------------------------------------
Moody's has affirmed one and downgraded five classes of
certificates issued by ARCap 2004-1 Resecuritzation Trust due to
an increase in the credit risk of the collateral as demonstrated
by Moody's WARF , increase in defaulted and non-performing
collateral and an increase in interest shortfalls reducing the
effectiveness of the par value triggers. The affirmations are due
to rapid amortization of the senior class as detailed herein,
commensurate with affirmed class outstanding ratings. The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-Remic) transactions.

Moody's rating action is as follows:

Cl. A, Affirmed Baa1 (sf); previously on May 20, 2011 Downgraded
to Baa1 (sf)

Cl. B, Downgraded to B1 (sf); previously on May 20, 2011
Downgraded to Ba3 (sf)

Cl. C, Downgraded to Caa3 (sf); previously on May 20, 2011
Downgraded to Caa1 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on May 20, 2011
Downgraded to Caa2 (sf)

Cl. E, Downgraded to Ca (sf); previously on May 20, 2011
Downgraded to Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on May 2, 2012 Downgraded
to Ca (sf)

Ratings Rationale:

ARCap 2004-1 Resecuritzation Trust is a static transaction backed
by a portfolio of commercial mortgage backed securities (CMBS)
(100% of the pool balance) with the collateral issued between 1999
and 2004. As of the March 21, 2013 Trustee report, the aggregate
Note balance of the transaction has decreased to $314.4 million
from $340.9 million at issuance, with the paydown directed to the
senior class certificates. The paydown was due to two factors: i)
defaulted securities interest re-classification as principal
proceeds; and ii) the re-classification of interest proceeds as
principal due to the failure of certain par value tests. The
current collateral par amount is $189.2 million, a decrease of
$151.7 million since securitization.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit assessments for the non-
Moody's rated collateral. The bottom-dollar WARF is a measure of
the default probability within a collateral pool. Moody's modeled
a bottom-dollar WARF of 6,641 compared to 5,894 at last review.
The distribution of current ratings and credit assessments is as
follows: Aaa-Aa3 (1.6% compared to 2.9% at last review), A1-A3
(0.8 compared to 0 at last review), Baa1-Baa3 (3.1% compared to 0%
at last review), Ba1-Ba3 (13.3% compared to 20.5% at last review),
B1-B3 (19.1% compared to 16.7% at last review), and Caa1-C (62.1%
compared to 59.8% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 4.2 compared to 4.7
at last review. The current WAL is based on assumptions about
extensions on the underlying collateral.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 3.3%
WARR compared to 4.3% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 100.0%, the same as at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
3.3% to 0.0% or up to 8.3% would result in a modeled rating
movement on the rated tranches 0 to 1 notch downward and 0 to 3
notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


ARROWPOINT 2013-1: S&P Assigns Prelim. 'BB' Rating on Cl. D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Arrowpoint CLO 2013-1 Ltd./ Arrowpoint CLO 2013-1 LLC's
$274 million floating-rate notes.

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

The preliminary ratings are based on information as of April 24,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's and designated successor collateral
      manager's experienced management teams.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.27%-13.84%.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

        http://standardandpoorsdisclosure-17g7.com/1486.pdf

PRELIMINARY RATINGS ASSIGNED

Arrowpoint CLO 2013-1 Ltd./Arrowpoint CLO 2013-1 LLC

Class                   Rating       Amount (mil. $)
A-1                     AAA (sf)              188.00
A-2                     AA (sf)                35.00
B (deferrable)          A (sf)                 24.00
C (deferrable)          BBB (sf)               14.00
D (deferrable)          BB (sf)                13.00
Subordinated notes      NR                     36.20

NR-Not rated.


BALBOA CDO I: Moody's Raises Rating on $31MM Notes to 'B1'
----------------------------------------------------------
Moody's Investors Service upgraded the rating of the following
notes issued by Balboa CDO I, Limited:

  $31,000,000 Class B Notes Due July 2014 (current balance of
  $25,824,406), Upgraded to B1 (sf); previously on December 14,
  2011 Upgraded to B2 (sf).

Ratings Rationale:

According to Moody's, the rating action taken on the notes is
primarily a result of the short period of time remaining to the
stated maturity of the notes in July 2014, and the deleveraging of
the senior notes since the rating action in December 2011. Moody's
notes that the Class A Notes have been fully paid down, and the
Class B Notes, (now the senior-most class of notes), have been
paid down by approximately 17% or $5 million since the last rating
action. Additionally, a vast majority of the underlying portfolio
consists of corporate bonds with investment grade ratings. Moody's
also notes that the collateral coverage ratios have been stable
since the last rating action. Based on the latest trustee report
dated April 8, 2013, the Class B overcollateralization ratio is
reported at 100.68%, versus November 2011 levels of 100.30%.

Notwithstanding the positive factors, Moody's notes that the
underlying portfolio includes a number of investments in
securities that mature after the maturity date of the notes. Based
on the April 2013 trustee report, securities that mature after the
maturity date of the notes currently make up approximately 14.25%
of the underlying portfolio. These investments potentially expose
the notes to market risk in the event of liquidation at the time
of the notes' maturity. However, Moody's notes that a majority of
these assets have market prices reported above par.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $25.6 million,
defaulted par of $5.7 million, a weighted average default
probability of 0.29% (implying a WARF of 505), a weighted average
recovery rate upon default of 28.95%, and a diversity score of 9.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of the CBO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Balboa CDO I, Limited, issued in June 2001, is a collateralized
bond obligation backed primarily by a portfolio of investment
grade corporate bonds.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. This publication incorporates rating criteria that
apply to both collateralized loan obligations and collateralized
bond obligations.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011. In addition, due to the
low diversity of the collateral pool, CDOROM 2.8 was used to
simulate a default distribution that was then applied as an input
in the cash flow model. Moody's also supplemented its modeling
with individual scenario analysis to assess the ratings impact of
jump-to-default by certain large obligors.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF + 20% (606)

Class B: 0

Moody's Adjusted WARF -- 20% (404)

Class B: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, including uncertainties relating to
credit conditions in the general economy. CBO notes' performance
may also be impacted by 1) the manager's investment strategy and
behavior and 2) divergence in legal interpretation of CBO
documentation by different transactional parties due to embedded
ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Long-dated assets: The presence of assets that mature beyond
the CBO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to 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) and the asset's current
market value. In consideration of the large size of the deal's
exposure to long-dated assets, which increase its sensitivity to
the liquidation assumptions used in the rating analysis, Moody's
ran different scenarios considering a range of liquidation value
assumptions. However, actual long-dated asset exposure and
prevailing market prices and conditions at the CBO's maturity will
drive the extent of the deal's realized losses, if any, from long
dated assets.

4) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, especially when they experience jump to default.


BANK OF AMERICA 2001-3: Fitch Affirms 'D' Rating on Class N Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Bank of America, N.A. -
First Union National Bank Commercial Mortgage Trust's (BofA-FUNB)
commercial mortgage pass-through certificates, series 2001-3.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool since the last review, as well as
consistent modeled losses. Fitch modeled losses of 8% of the
remaining pool balance based on updated cashflows and recent
valuations on specially serviced loans. There are currently four
specially serviced loans (42.9%) in the pool.

As of the April 2013 distribution date, the pool's collateral
balance has been reduced by 94.1% to $66.9 million from $1.1
billion at issuance. Cumulative interest shortfalls in the amount
of $1.32 million are currently affecting classes N through Q.

This pool faces binary risk in that a large concentration of the
remaining pool consists of single-tenanted properties. As such,
deterministic testing was applied in Fitch's analysis in order to
ensure that all rated classes clear the necessary credit
enhancement hurdles even in a significant loss scenario.

The largest contributor to Fitch modeled losses is a specially
serviced loan secured by a 98,344 square foot (sf) retail property
located in Las Vegas, NV. The loan transferred to special
servicing in August 2011 due to maturity default. The borrower has
filed for bankruptcy, and the loan is currently being modified
under a bankruptcy plan.

RATING SENSITIVITIES

The ratings on the class J and K notes are expected to be stable
as the credit enhancement remains high. Classes L and M may be
subject to further downgrades as losses are realized.

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

-- $10.1 million class J at 'AA+sf'; Outlook Stable;
-- $29.8 million class K at 'A-sf'; Outlook Stable;
-- $8.5 million class L at 'BBBsf'; Outlook Negative;
-- $8.5 million class M at 'CCCsf'; RE 100%;
-- $9.9 million class N at 'Dsf'; RE 50%.

The zero balance classes O and P remain at 'Dsf/RE 0%'. Classes A-
1, A-2, A-2F, B, C, D, E, F, G, H and XP have paid-in-full. Fitch
did not rate the $28.4 million class Q which has been fully
written off or the subordinate component class V-1, V-2, V-3, V-4,
and V-5 certificates.

Fitch has previously withdrawn the rating on the interest-only
class XC.


BANC OF AMERICA 2004-5: Moody's Takes Action on $507MM Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed nine classes of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-5
as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Nov 29, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 29, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Affirmed Aaa (sf); previously on Nov 29, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. B, Affirmed Aaa (sf); previously on Sep 22, 2011 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aaa (sf); previously on Sep 22, 2011 Upgraded to
Aaa (sf)

Cl. D, Affirmed Aa3 (sf); previously on Sep 22, 2011 Upgraded to
Aa3 (sf)

Cl. E, Affirmed A2 (sf); previously on Sep 22, 2011 Upgraded to A2
(sf)

Cl. F, Downgraded to Baa3 (sf); previously on Nov 29, 2004
Definitive Rating Assigned Baa1 (sf)

Cl. G, Downgraded to Ba2 (sf); previously on Aug 23, 2012
Downgraded to Baa3 (sf)

Cl. H, Downgraded to B3 (sf); previously on Aug 23, 2012
Downgraded to Ba3 (sf)

Cl. J, Downgraded to Caa3 (sf); previously on Aug 23, 2012
Downgraded to B3 (sf)

Cl. K, Downgraded to C (sf); previously on Aug 23, 2012 Downgraded
to Caa3 (sf)

Cl. L, Affirmed C (sf); previously on Aug 23, 2012 Downgraded to C
(sf)

Ratings Rationale:

The downgrades are due to higher expected losses from specially
serviced and troubled loans as well as an increase in interest
shortfalls.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings. The rating of the IO
Class, Class XC, is consistent with the expected credit
performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 8.7% of the
current balance. At last review, Moody's base expected loss was
6.8%. Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments..

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class XC was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 30, the same as prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 23, 2012.

Deal Performance:

As of the April 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 61% to $528 million
from $1.4 billion at securitization. The Certificates are
collateralized by 66 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten non-defeased loans
representing 38% of the pool. Five loans, representing 14% of the
pool, have defeased and are secured by U.S. Government securities.

Twelve loans, representing 14% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

A total of nine loans have been liquidated since securitization
resulting in an aggregate realized loss of $5.8 million. The five
loans that liquated with a loss of greater than 1.0% had an
average loss severity of 23%. Three loans, representing 13% of the
pool, are currently in special servicing.

The largest loan in special servicing, which is also the pool's
largest loan, is the Cheltenham Square Mall Loan ($52.3 million --
9.9% of the pool), which is secured by an anchored mall located
approximately nine miles north of downtown Philadelphia,
Pennsylvania. Constructed in 1954 and most recently expanded in
2008, the mall has approximately 758,000 square feet (SF) of net
rentable area (NRA). The collateral includes ground leases to
Target, Home Depot, American Signature Furniture and Conway
totaling 351,400 SF. The property is also anchored by Burlington
Coat Factory and ShopRite. Thor Equities, the sponsor, acquired
the property from Simon Property Group in 2006. The loan
transferred to special servicing for the second time in June 2012
due to imminent monetary default. The borrower had previously
provided written notice to commence loan modification discussions
with the Special Servicer, however, the borrower has indicated an
un-willingness to contribute equity to maintain the property
and/or to restructure the loan. Torchlight Loan Services, the
special servicer, plans to enforce the lender's rights and
remedies and has filed for foreclosure and the appointment of a
receiver. As of March 2013, the total mall was 93% leased with an
additional 10% of the NRA either due to expire by December 2013 or
on a month-to-month lease. The inline space (tenants less than
10,000 SF) was less than 75% leased and the 2011 comparable inline
sales were less than $250 per SF. Moody's has identified these
inline characteristics as high risk in relation to a mall's long-
term viability. The mall is located along a major commercial
corridor with competing retail properties in the immediate trade
area. There is a Super Wal-mart less than a mile away as well as
the Willow Grove Mall, Montgomery Mall, Plymouth Meeting Mall and
Franklin Mills Mall, within a 12-mile radius. The property was
most recently appraised in September 2012 and a $26.0 million
appraisal reduction was recognized in January 2013 which has
caused interest shortfalls to hit Class J. The ASERs, a main
driver of interest shortfalls to the trust, will increase until
the proceeds from the future sale or liquidation of the asset are
deployed to paydown these shortfalls. The last scheduled payment
on the loan was made in August 2012 and as of the most recent
remittance statement the loan has accumulated approximately $2.9
million in cumulative advances and ASERs.

The second largest specially serviced loan is the Roswell Village
Loan ($10.7 million -- 2.0% of the pool), which is secured by a
145,000 SF shopping center located in Roswell, Atlanta. The loan
was transferred to special servicing in August 2012 due to
imminent default as result of low occupancy. The property was 74%
leased as of December 2012, however, accounting for several
tenants that have gone dark, the property is only approximately
38% occupied. The borrower continues to remit scheduled payments
and the special servicer indicated it is in negotiations with the
borrower with regards to a loan modification or disposition
strategy.

The remaining specially serviced loan is secured by a self-storage
facility located in Las Vegas, Nevada and represents less than 1%
of the pool. Moody's estimates an aggregate $35.0 million loss for
the specially serviced loans (53% expected loss on average).

Moody's has assumed a high default probability for six poorly
performing loans representing 6% of the pool and has estimated an
aggregate $4.9 million loss (16% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 and full or partial year
2012 operating results for 100% and 90%, respectively, of the
pool's non-specially serviced and non-defeased loans. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 82% compared to 85% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Excluding special serviced and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.44X and 1.33X, respectively, compared
to 1.38X and 1.25X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest conduit loan is the L'Oreal Warehouse Loan ($18.8
million -- 3.6% of the pool), which is secured by a 649,250 SF
mixed-use office and warehouse building that is 100% leased to
L'Oreal through October 2019. Built to suit in 2004 for L'Oreal,
the property has 51 overhead doors and 40 trailer parking spots.
The subject has access to I-480 and I-80 and good access to I-76,
I-71 and I-77, all major highways connecting to Cleveland,
Youngstown, Akron, Ohio and Pittsburgh, Pennsylvania. Performance
remains stable. Moody's LTV and stressed DSCR 77% and 1.27X,
respectively, compared to 77% and 1.26X at last review.

The second largest conduit loan is the James River Towne Center
Loan ($18.6 million -- 3.5% of the pool), which is secured by a
181,600 SF retail property located in Springfield, Missouri. The
property is part of an 80-acre 19-building retail complex. Non-
collateral tenants include Wal-Mart and Kohl's. The collateral
includes several ground leases including Home Depot, Michael's
Arts and Craft and Staples. As of December 2012, the property was
87% leased, the same as at last review. The loan has benefited
from a 20-year amortization schedule and the principal balance has
paid down 29% since securitization. Moody's LTV and stressed DSCR
are 77% and 1.26X, respectively, compared to 79% and 1.23X at last
review.

The third largest loan is the Koreatown Galleria Loan ($18.1
million -- 3.4% of the pool), which is secured by a 132,000 SF
retail property located in Los Angeles, California. As of December
2012, the property was 98% leased, the same as in December 2011.
The property has over 70 stores and is anchored by the Galleria
Market (52% of the NRA; lease expiration June 2016). The loan is
amortizing on a 30-year schedule and matures in October 2014.
Moody's LTV and stressed DSCR 54% and 1.70X, respectively, the
same as at last review.


BANC OF AMERICA 2006-5: Moody's Keeps Ratings on 16 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-5 as follows:

Cl. A-1A, Affirmed Aa3 (sf); previously on Apr 26, 2012 Downgraded
to Aa3 (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 17, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 17, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aa3 (sf); previously on Apr 26, 2012 Downgraded
to Aa3 (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Oct 17, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Affirmed B2 (sf); previously on Apr 26, 2012 Downgraded
to B2 (sf)

Cl. A-M, Affirmed Baa1 (sf); previously on Apr 26, 2012 Downgraded
to Baa1 (sf)

Cl. B, Affirmed Caa3 (sf); previously on Apr 26, 2012 Downgraded
to Caa3 (sf)

Cl. C, Affirmed Ca (sf); previously on Apr 26, 2012 Downgraded to
Ca (sf)

Cl. D, Affirmed C (sf); previously on Apr 26, 2012 Downgraded to C
(sf)

Cl. E, Affirmed C (sf); previously on Apr 26, 2012 Downgraded to C
(sf)

Cl. F, Affirmed C (sf); previously on Apr 26, 2012 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Jun 9, 2010 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jun 9, 2010 Downgraded to C
(sf)

Cl. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. XP, Affirmed Aa3 (sf); previously on Apr 26, 2012 Downgraded
to Aa3 (sf)

Ratings Rationale:

The affirmations of the principal and interest classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain the
current ratings.

The two IO Classes, Class XC and XP, are affirmed due to the
credit stability of their reference classes.

Moody's rating action reflects a base expected loss of 11.4% of
the current balance compared to 13.7% at last review. Base
expected loss plus realized losses now totals 13.2% of the
original pooled balance compared to 15.1% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement levels could decline below the current levels. If
future performance materially declines, the expected level of
credit enhancement and the priority in the cash flow waterfall may
be insufficient for the current ratings.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Classes XC and XP
was "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 39 compared to 41 at last review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 26, 2012.

Deal Performance:

As of the April 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 13.7% to $1.94
billion from $2.24 billion at securitization. The Certificates are
collateralized by 161 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 43%
of the pool.

Thirty-five loans, representing 20% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty loans have liquidated from the pool, resulting in an
aggregate realized loss of $74.7 million (42% average loan loss
severity). Losses at last review totaled $60 million. Currently,
15 loans, representing 18% of the pool, are in special servicing.
The largest specially-serviced loan is the Trinity Hotel Portfolio
Loan ($115 million -- 5.9% of the pool). The portfolio loan was
originally secured by 13 cross-collateralized and cross-defaulted
hotel properties located across eight states: Washington,
California, Colorado, New Jersey, New Mexico, Virginia, Utah and
Idaho. Since last review, one hotel property was sold. The hotel
flags include Holiday Inn, Courtyard by Marriott, Marriott, Crowne
Plaza and Hawthorn Suites. The loan transferred to special
servicing in November 2009 due to imminent default. The servicer
commenced foreclosure action in August 2011 and all of the 12
remaining hotel properties are now real estate owned (REO). The
servicer has recognized a $50.6 million appraisal reduction for
this hotel portfolio loan.

The remaining 14 specially serviced loans are secured by a mix of
commercial, retail, multifamily and hotel properties. The servicer
has recognized an aggregate $163.1 million appraisal reduction on
13 of the 15 specially serviced loans inclusive of the $50.6
appraisal reduction for the Trinity Hotel Portfolio Loan. Moody's
estimates an aggregate $178 million loss (overall 50% expected
loss) for all specially serviced loans.

Moody's has assumed a high default probability for 12 poorly-
performing loans representing 4% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $12.9 million loss
(18% expected loss severity based on a 50% probability default).

Moody's was provided with full and partial year 2011 and 2012
operating results, respectively, for 85% and 90% of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 100% compared to 101% at last review. Moody's net
cash flow reflects a weighted average haircut of 11.2% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 8.75%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.19X and 0.98X, respectively, compared to
1.34X and 1.04X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 19% of the pool balance. The
largest conduit loan is the Southern Walgreens Portfolio Loan
($152 million -- 7.8% of the pool). The portfolio consists of
three cross-collateralized and cross-defaulted loans secured by 42
retail properties which are leased by Walgreen Co. (Moody's senior
unsecured rating Baa1 - negative outlook). The properties are
located in 16 states. Walgreen's leases expire in 2077 with
termination options effective in 2027. Moody's valuation for this
loan reflects the value of the underlying collateral. Moody's
current LTV and stressed DSCR are 96% and 0.74X, respectively, the
same as at Moody's last review.

The second largest conduit loan is the Eastridge Mall Loan ($126.1
million -- 6.5% of the pool), which is secured by a regional mall
located in San Jose, California. The mall is anchored by Sears, JC
Penney and Macy's. The Sears and Macy's stores together occupy
425,000 square feet and are excluded from the loan collateral.
Property performance improved since last review. The loan was
modified in 2010 to extend the maturity date from September 20,
2011 to August 31, 2017. Moody's current LTV and stressed DSCR are
98% and 0.96X, respectively, compared to 98% and 0.97X at last
review.

The third-largest loan is the Shoreham Loan ($94.2 million -- 4.9%
of the pool). The loan is secured by a 46-story, 548-unit
apartment tower located in Chicago, Illinois. The apartment
building is part of a master-planned community in Chicago's East
Loop known as "Lakeshore East". Magellan Development Group, LLC is
the loan sponsor and the developer of the Lakeshore East
community. Property performance has improved since last review
with year-end 2012 occupancy reported at 92% compared to 91%
occupancy at year-end 2011. Moody's current LTV and stressed DSCR
are 109% and 0.77X, respectively, compared to 128% and 0.65X at
last review.


BANC OF AMERICA 2013-WBRK: Moody's Rates Class E Notes 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to five
classes of CMBS securities, issued by Banc of America Merrill
Lynch Large Loan, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2013-WBRK.

Cl. A, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba1 (sf)

Ratings Rationale:

The Certificates are collateralized by a single loan backed by a
first lien commercial mortgage related to one regional mall. The
borrowers underlying the mortgage is a special-purpose entities
(SPE), Willowbrook Mall, LLC.

The ratings are based on the collateral and the structure of the
transaction.

Moody's rating approach for securities backed by a single loan
compares the credit risk inherent in the underlying properties
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, Moody's also considers a range
of qualitative issues as well as the transaction's structural and
legal aspects.

The loan is collateralized by fee simple interest in 492,649 SF
within the Willowbrook Mall, a 1,522,709 SF super regional mall in
Wayne Township, New Jersey. The mall was originally constructed in
1969, and renovated in 1998 and 2003. The property is anchored by
four tenant owned department stores, Macy's, Lord & Taylor,
Bloomingdale's and Sears, which are not included in the
collateral.

The credit risk of the loan is determined primarily by two
factors: 1) Moody's assessment of the probability of default,
which is largely driven by the DSCR, and 2) Moody's assessment of
the severity of loss in the event of default, which is largely
driven by the LTV of the underlying loan.

Moody's Trust LTV Ratio of 79.4% is in-line with other fixed-rate
standalone-property loans that have previously been assigned an
underlying rating of Ba1.

The Moody's Trust Actual DSCR of 2.66X and Moody's Stressed Trust
DSCR of 1.02X are considered to be in-line with other Moody's
rated loans of similar respective leverages.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. Moody's analysis
also uses the CMBS IO calculator v 1.1 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 V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15.6%, or 25%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, A2, or Baa2, 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.


BEAR STEARNS 2002-TOP6: Moody's Cuts Rating on X-1 Certs. to B3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded one class and affirmed one class of Bear Stearns
Commercial Mortgage Securities Trust 2002-TOP6, Commercial
Mortgage Pass-Through Certificates, Series 2002-TOP6 as follows:

Cl. E, Upgraded to Aa3 (sf); previously on Nov 28, 2005 Confirmed
at Baa2 (sf)

Cl. F, Upgraded to A1 (sf); previously on Nov 28, 2005 Confirmed
at Baa3 (sf)

Cl. G, Upgraded to Baa1 (sf); previously on Aug 26, 2010
Downgraded to Ba2 (sf)

Cl. H, Upgraded to Ba1 (sf); previously on May 18, 2012 Downgraded
to B2 (sf)

Cl. J, Upgraded to B3 (sf); previously on May 18, 2012 Downgraded
to Caa2 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Aug 26, 2010 Downgraded
to Caa3 (sf)

Cl. X-1, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale:

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization.

The downgrade of the IO Class, Class X-1, is a result of the
paydowns of highly rated reference classes.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a base expected loss of 0.4% of the
current balance. At last review, Moody's base expected loss was
6.0%. Realized losses have increased from 1.4% of the original
balance to 1.8% since the prior review. Moody's base expected loss
plus realized losses is now 1.8% of the original pooled balance
compared to 2.6% at last review. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments..

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000. The methodology used in
rating Class X-1 was "Moody's Approach to Rating Structured
Finance Interest Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 2 compared to 5 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 18, 2012.

Deal Performance:

As of the April 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $65.5
million from $1.12 billion at securitization. The Certificates are
collateralized by 17 mortgage loans ranging in size from less than
1% to 54% of the pool, with the top ten non-defeased loans
representing 76% of the pool. Three loans, representing 20% of the
pool, have defeased and are secured by U.S. Government securities.
The largest loan in the pool has an investment grade credit
assessment.

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

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $20 million (39% loss
severity on average).

There are currently no specially serviced or troubled loans in the
pool.

Moody's was provided with full year 2011 operating results for
100% of the pool's non-defeased loans. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 41%
compared to 86% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 7% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.8%.

Moody's actual and stressed DSCRs are 1.73X and 3.22X,
respectively, compared to 1.23X and 1.52X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit assessment is the Regent Court Loan ($35.4
million -- 54.0% of the pool), which is secured by a 567,000
square foot (SF) Class A office building located in Dearborn,
Michigan. The property is 100% leased to the Ford Motor Company.
The loan is co-terminus with the lease and fully amortizes over a
15-year period. The loan has amortized by approximately 9% since
last review and 59% since securitization. Moody's current credit
assessment and stressed DSCR are A3 and 2.42X, respectively,
compared to Baa2 and 2.05X at last review.

The top three conduit loans represent 11.6% of the pool. The
largest conduit loan is the McKee Commercial Center Loan ($2.8
million -- 4.3% of the pool), which is secured by a 23,000 SF
retail center built in 2001 and located in Santa Clara,
California. The loan is anchored by Walgreens. As of December
2012, property was 100% leased. The loan has amortized 38% since
securitization. Moody's LTV and stressed DSCR are 55% and 1.95X,
respectively, compared to 54% and 2.00X at last review.

The second largest conduit loan is the Sylvan Square Shopping
Center Loan ($2.4 million -- 3.8% of the pool), which is secured
by a 80,000 SF shopping center located in Modesto, California. As
of December 2012, property was 82% leased. The loan has amortized
38% since securitization. Moody's LTV and stressed DSCR are 32%
and 3.35X, respectively, compared to 35% and 3.06X at last review.

The third largest conduit loan is the Walgreens- Mobile Loan ($2.3
million -- 3.5% of the pool), which is secured by a 15,120 SF
single tenant retail building located in Mobile, Alabama. The
property is 100% leased to Walgreens through March 2061. Moody's
LTV and stressed DSCR are 75% and 1.41X, respectively, compared to
76% and 1.39X at last review.


BEAR STEARNS 2003-TOP12: Fitch Affirms 'CCC' Rating on 2 Certs
--------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of Bear Stearns Commercial
Mortgage Securities Trust, series 2003-TOP12 (BSCM 2003-TOP12).

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool since last review. Fitch modeled losses
of 2% of the remaining pool; expected losses on the original pool
balance total 1.1%, including losses already incurred. The pool
has experienced $3.5 million (0.3% of the original pool balance)
in realized losses to date. Fitch has designated 20 loans (28%) as
Fitch Loans of Concern, which does not include any specially
serviced loans.

As of the March 2013 distribution date, the pool's aggregate
principal balance has been reduced by 58.3% to $483.6 million from
$1.16 billion at issuance. Per the servicer reporting, 15 loans
(11.5% of the pool) have defeased since issuance. Interest
shortfalls are currently affecting classes N through O.

The largest contributor to modeled losses is the West Valley Mall
(9.87% of the pool and the largest loan in the transaction). The
loan is secured by a 621,697 square foot mall located in Tracy,
CA. Modeled losses are driven by Fitch's applied Deterministic
Stress Test, which was applied due to the weak Sacramento area
market, below-average sales, and upcoming maturity in January
2014. While the loan's performance remains stable, Fitch
recognizes the potential for losses if the loan is unable to
refinance. Occupancy at the mall has remained stable with total
mall occupancy of 91.2% and inline occupancy of 85.5%. The
servicer reported DSCR as of September 2012 was 1.39 compared to
1.56 as of year-end 2011. The anchor tenants include Target (not
part of collateral) and Macy's, both of which have lease
expirations beyond 2022, and Sears, who per the servicer has
recently extended their lease from October 2013 to October 2016.
Fitch was provided with non-public anchor and inline sales
information and considered all provided sales to be below average.

Seven other loans in the pool were modeled at a small loss. Each
of these seven loans was less than 1.5% of the current pool
balance and the loss modeled on five of the seven loans was less
than a 10% loss severity.

RATING SENSITIVITIES

The ratings on the class A-4 through E notes are expected to be
stable as the credit enhancement remains high.

The Negative Outlooks on classes F through N reflect the smaller-
than-average class sizes, as well as concerns with the
concentration of upcoming maturities in the next 6 to 12 months.
These classes are susceptible to downgrades should loans not
refinance, including The West Valley Mall.

Fitch has affirmed these classes and revised Recovery Estimates
(RE) as indicated:

-- $347.8 million class A-4 at 'AAAsf'; Outlook Stable;
-- $30.5 million class B at 'AAAsf'; Outlook Stable;
-- $31.9 million class C at 'AA+sf'; Outlook Stable;
-- $13.1 million class D at 'AAsf'; Outlook Stable;
-- $14.5 million class E at 'Asf'; Outlook Stable;
-- $7.3 million class F at 'A-sf'; Outlook Negative;
-- $7.3 million class G at 'BBBsf'; Outlook Negative;
-- $5.8 million class H at 'BBsf'; Outlook Negative;
-- $5.8 million class J at 'BBsf'; Outlook Negative;
-- $2.9 million class K at 'Bsf'; Outlook Negative;
-- $2.9 million class L at 'Bsf'; Outlook Negative;
-- $2.9 million class M at 'CCCsf'; RE 100%;
-- $2.9 million class N at 'CCCsf'; RE 20%.

Classes A-1, A-2, and A-3 have paid in full.

Fitch does not rate class O. Fitch had previously withdrawn the
rating on the interest-only classes X-1 and X-2.


BEAR STEARNS 2006-TOP24: Moody's Cuts Rating on 3 CMBS Classes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed seven classes of Bear Stearns Commercial Mortgage
Securities Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006 TOP24 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Nov 6, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 6, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Nov 6, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed A3 (sf); previously on Sep 26, 2012 Downgraded
to A3 (sf)

Cl. A-J, Downgraded to Caa1 (sf); previously on Sep 26, 2012
Downgraded to B2 (sf)

Cl. B, Downgraded to Caa3 (sf); previously on Sep 26, 2012
Downgraded to Caa1 (sf)

Cl. C, Downgraded to C (sf); previously on Sep 26, 2012 Downgraded
to Caa2 (sf)

Cl. D, Affirmed C (sf); previously on Sep 26, 2012 Downgraded to C
(sf)

Cl. X-1, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. X-2, Affirmed Aaa (sf); previously on Nov 6, 2006 Definitive
Rating Assigned Aaa (sf)

Ratings Rationale:

The downgrades are due to an increase in realized losses as well
as higher expected losses from troubled loans and loans in special
servicing.

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The ratings of the IO Classes, Class X-1 and X-2, are consistent
with the expected credit performance of their respective
referenced classes and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
6.4% of the current balance. At last review, Moody's cumulative
base expected loss was 9.5%. Realized losses have increased from
3.0% of the original balance to 6.3% since the prior review. The
increase in realized losses is mainly due to the Hilton Tapatio
loan, which liquidated in December 2012 with a $47.7 million loss.
Moody's base expected loss plus realized losses is now 11.0% of
the original pooled balance compared to 10.4% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments..

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005. The methodology used in rating Classes X-1 and X-2 was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 24 compared to 25 at Moody's prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated September 26, 2012.

Deal Performance:

As of the March 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $1.1 billion
from $1.5 billion at securitization. The Certificates are
collateralized by 139 mortgage loans ranging in size from less
than 1% to 17% of the pool, with the top ten non-defeased loans
representing 45% of the pool. One loan, representing less than 1%
of the pool, has defeased and is secured by U.S. Government
securities. The pool contains three loans with investment grade
credit assessments, representing 4% of the pool. The pool also
includes three loans, representing 2% of the pool, which are
secured by residential co-ops located in New York. These co-op
loans have Aaa credit assessments.

Forty-seven loans, representing 24% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $97.1 million (57% loss severity on
average). Six loans, representing 5% of the pool, are currently in
special servicing. The largest specially serviced loan is the
Sheraton Four Points -- O'Hare Airport ($22.5 million -- 2.0% of
the pool), which is secured by a 295 key hotel located adjacent to
Chicago O'Hare Airport in Schiller Park, Illinois. The loan was
originally transferred to special serving in December 2009 due to
imminent payment default. A modification closed in March 2011 that
extended the maturity date 36 months (from October 2011 to October
2014). The loan transferred back to the master servicer in July
2011, however, the loan returned to special servicing in December
2011 and a deed in lieu was completed in March 2012. The property
is now real estate owned (REO) and the special servicer indicated
that it is currently marketing the property for sale.

The remaining five specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $30.4 million
loss for the specially serviced loans (59% expected loss on
average).

Moody's has assumed a high default probability for 17 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $13.5 million loss (17% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 operating results for 97%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average conuit LTV is 101% compared to 102% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 14% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.5%.

Excluding special serviced and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.41X and 1.08X, respectively, compared
to 1.39X and 1.06X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the Lee Harrison
Center Loan ($15.0 million -- 1.3% of the pool), which is secured
by a 110,000 square foot retail center located in Arlington,
Virginia. The center was 100% leased as September 2012 compared to
98% at last review. Performance has improved due to an increase in
base rental revenue. The property is anchored by the grocer Harris
Teeter, which leases 34% of the net rentable area (NRA) through
February 2022. Moody's credit assessment and stressed DSCR are A3
and 1.91X, respectively, compared to A3 and 1.85X at last review.

The second loan with a credit assessment is the 461 Fifth Avenue
Loan ($15.0 million -- 1.3% of the pool), which is secured by a
fee position in a parcel of land located in the Grand Central
submarket of Manhattan. The parcel is improved with a 204,000
square foot office building. Moody's credit assessment and
stressed DSCR are Aaa and 1.51X, respectively, the same as last
review.

The third loan with an investment grade credit assessment is the
City National Bank Building Loan ($10.0 million -- 0.9% of the
pool), which is secured by a 109,000 square foot office building
located in North Hollywood, California. The property was 98%
leased as of December 2012 compared to 100% at last review. The
loan is benefitting from amortization and matures in October 2016.
Moody's credit assessment and stressed DSCR are Baa1 and 1.80X,
respectively, compared to Baa1 and 1.78X at last review.

The top three performing conduit loans represent 27% of the pool
balance. The largest loan is the US Bancorp Tower Loan ($186.6
million -- 16.5% of the pool), which is secured by a 1.1 million
square foot office building located in Portland, Oregon. The
property was 91% leased as March 2013 compared to 93% at last
review. US Bank (senior unsecured rating Aa3, stable outlook)
leases a combined 43% of the NRA through June 2015. The loan is
interest only through the entire term and matures in August 2016.
Performance has been stable. Moody's LTV and stressed DSCR are
109% and 0.92X, respectively, the same as at last review.

The second largest loan is the Dulles Executive Plaza Loan ($68.8
million -- 6.1% of the pool), which is secured by a 380,000 square
foot office building located in Herndon, Virginia. The property
was 92% leased as of December 2012 compared to 90% at last review.
The sole tenant is currently Lockheed Martin Corporation (senior
unsecured rating Baa1, stable outlook) with 50% of NRA leased
through May 2016 and 41% of the NRA leased through February 2018.
Lockheed Martin renewed its leases (which originally expired in
2011 & 2013) for base rents that are more than 20% lower than its
previous rent. The 2012 performance reflected the rent reduction
for 50% of the NRA, however, the rent reductions on the remaining
41% of the NRA began in the first quarter of 2013 and will cause a
further decline in the property's performance. The loan is
interest only throughout its entire term and matures in September
2016. Due to the single tenancy, Moody's value incorporates a Lit
/ Dark analysis. Moody's LTV and stressed DSCR are 119% and 0.86X,
respectively, the same as at last review.

The third largest loan is the Potomac Place Shopping Center Loan
($44.0 million -- 3.9% of the pool), which is secured by a 80,000
square foot retail center located in Potomac, Maryland. The
property was 97% leased as of September 2012, the same as at last
review. The property is anchored by Safeway (25% of the NRA; lease
expiration September 2027) and Rite Aid (15% of the NRA; lease
expiration September 2017). Performance has improved due to an
increase in rental revenue. The loan is interest only throughout
its entire term and matures in October 2016. Moody's LTV and
stressed DSCR are 93% and 1.02X, respectively, compared to 97% and
0.97X at last review.


BLACKROCK SENIOR: Moody's Ups Rating on 2 Note Classes From Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Blackrock Senior Income Series:

$29,500,000 Class B-1 Second Priority Secured Floating Rate
Deferrable Notes Due 2016, Upgraded to Aaa (sf); previously on
July 12, 2012 Upgraded to Aa2 (sf)

$4,500,000 Class B-2 Second Priority Secured Fixed Rate Deferrable
Notes Due 2016, Upgraded to Aaa (sf); previously on July 12, 2012
Upgraded to Aa2 (sf)

$18,000,000 Class C Third Priority Secured Floating Rate
Deferrable Notes due 2016, Upgraded to Aa3 (sf); previously on
July 12, 2012 Upgraded to Baa2 (sf)

$6,000,000 Class D-1 Fourth Priority Secured Floating Rate
Deferrable Notes due 2016 (current balance of $2,127,542),
Upgraded to Baa1 (sf); previously on July 12, 2012 Upgraded to Ba2
(sf)

$6,000,000 Class D-2 Fourth Priority Secured Fixed Rate Deferrable
Notes due 2016 (current balance of $2,127,542), Upgraded to Baa1
(sf); previously on July 12, 2012 Upgraded to Ba2 (sf)

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

$300,000,000 Class A Senior Secured Floating Rate Notes Due 2016
(current balance of $56,268,669), Affirmed Aaa (sf); previously on
September 19, 2011 Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in July 2012. Moody's notes that the Class A
Notes have been paid down by approximately 65% or $104 million
since the last rating action. The pay down on the Class A Notes
includes issuer buybacks of securities of $25.5 million on
September 7, 2012. Based on the latest trustee report dated March
29, 2013, the Class A, Class B, Class C, and Class D
overcollateralization ratios are reported at 236.67%, 147.53%,
123.00%, and 118.35%, respectively, versus May 2012 levels of
147.40%, 121.65%, 111.35%, and 108.66%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the underlying portfolio includes a number of investment in
securities that mature after the maturity date of the notes. Based
on the March 2013 trustee report, securities that mature after the
maturity date of the notes currently make up approximately 15.8%
of the underlying portfolio. These investment potentially expose
the notes to market risk in the event of liquidation at the time
of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $129 million,
defaulted par of $5.8 million, a weighted average default
probability of 10.88% (implying a WARF of 2375), a weighted
average recovery rate upon default of 49.39%, and a diversity
score of 35. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Blackrock Senior Income Series, issued in October 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1900)

Class A: 0
Class B-1: 0
Class B-2: 0
Class C: +2
Class D-1: +3
Class D-2: +3

Moody's Adjusted WARF + 20% (2850)

Class A: 0
Class B-1: 0
Class B-2: 0
Class C: -2
Class D-1: -1
Class D-2: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to 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) and the asset's current
market value.


BROWARD COUNTY: Moody's Reviews Ba1 Ratings, Direction Uncertain
----------------------------------------------------------------
Moody's has placed the Ba1 (sf) ratings of Broward County, FL
Housing Finance Authority Single Family Mortgage Revenue Bonds
Senior Series 2007A&B and Subordinate Series 2007C under review
with direction uncertain. The rating action affects $9,015,000 of
outstanding senior debt and $345,000 of subordinate debt.

The ratings were placed under review following a review of the
program's balance sheet, which reflects asset and liability
balances that are inconsistent with previously reviewed cash flow
projections. During the review period Moody's will review cash
flow projections and the legal framework in order to analyze
expected losses and probability of default.

Strengths

  High credit quality of mortgage backed securities (MBS)

  Float and reserve funds are invested in a guaranteed investment
  contract, which provides a fixed rate of return

Challenges

  Potential cash flow insufficiencies caused by structural
  weaknesses

  Second loan portfolio is not credit enhanced, and historical
  performance is weak

  Performance relies on proper administration and adherence to
  mandatory provisions of the trust indenture and financing
  agreement by all parties

  Little to no additional security is available from outside the
  trust estate

What Could Change the Rating Up?

  Cash flow projections demonstrate sufficiency

  Cash flow projections demonstrate insufficiencies that are
  either lower than or less likely than previous projections

What Could Change the Rating Down?

  Material deterioration of second loan portfolio performance

  Cash flow projections demonstrate insufficiencies that are
  either greater than or more likely than previous projections

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


BURR RIDGE: S&P Affirms 'BB+' Rating on Class E Notes
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
C and D notes from Burr Ridge CLO Plus Ltd., a collateralized loan
obligation (CLO) transaction managed by Deerfield Capital
Management LLC.  At the same time, S&P affirmed its ratings on the
transaction's Class A-1R, A-1D, A-1T, B and E notes.

The improved performance of Burr Ridge CLO Plus Ltd. since S&P's
February 2011 rating actions has benefited the CLO's rated notes.
In particular, the amounts of defaulted assets and 'CCC' rated
obligations have decreased significantly.  Based on the March 27,
2013, trustee report, which S&P referenced for this rating
actions, the transaction contained $2.50 million of defaulted
assets.  This is down from the $4.49 million noted in the January
2011 trustee report, which S&P used for its last rating action in
February 2011.

In addition, the transaction's class A/B, C, D, and E principal
coverage overcollateralization (O/C) tests have improved over the
same period, and the weighted-average spread has increased by
1.01%.

The transaction was in its reinvesting period that ended in March
2013.  The transaction will start paying down the notes starting
on the next payment date.

The affirmations reflect the credit support available at the
current rating levels.

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

RATINGS LIST

Ratings Raised

Burr Ridge CLO Plus Ltd.
              Rating
Class     To           From
C         A (sf)       A- (sf)
D         BBB+ (sf)    BBB (sf)

Ratings Affirmed

Burr Ridge CLO Plus Ltd.

Class     Rating
A-1R      AAA (sf)
A-1D      AAA (sf)
A-1T      AAA (sf)
B         AA+ (sf)
E         BB+ (sf)

TRANSACTION INFORMATION

Issuer:             Burr Ridge CLO Plus Ltd.
Coissuer:           Burr Ridge CLO Plus LLC
Collateral manager: Deerfield Capital Management LLC
Underwriter:        Barclays Capital Inc.
Trustee:            Deutsche Bank Trust Co. Americas
Transaction type:   Cash flow CLO


CANYON CAPITAL 2004-1: S&P Raises Rating on Class D Notes to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from Canyon Capital CLO 2004-1 Ltd. and removed
them from CreditWatch with positive implications, where S&P placed
them in January 2013.  At the same time, S&P affirmed its ratings
on the class A-1-A, A-1-B, A-2-A, and A-2-B notes.  Canyon Capital
CLO 2004-1 Ltd. is a collateralized loan obligation (CLO)
transaction managed by Canyon Capital Advisors LLC that closed in
June 2004.

The upgrades reflect the pro rata pay-downs to the A-1-A, A-1-B,
A-2-A, and A-2-B notes and the subsequent increase in
overcollateralization ratios.  The transaction's reinvestment
period ended in October 2010, and since S&P's rating actions in
December 2011, the transaction has paid down a combined
$176 million to the class A notes.

The ratings actions on the class C and D notes reflect the
application of S&P's largest obligor test for corporate CDOs.

The affirmations reflect the sufficient credit support available
to the notes at the current rating levels.

Standard & Poor's 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 take rating
actions as it deems necessary.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties, and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties, and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Canyon Capital CLO 2004-1 Ltd.

                         Rating
Class               To           From
B                   AAA (sf)     AA- (sf)/Watch Pos
C                   BBB+ (sf)    BBB- (sf)/Watch Pos
D                   BB+ (sf)     BB- (sf)/Watch Pos

RATINGS AFFIRMED

Canyon Capital CLO 2004-1 Ltd.

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


CAPITAL LEASE: Fitch Affirms 'D' Rating on Class E Certs.
---------------------------------------------------------
Fitch Ratings has affirmed the four remaining rated classes of
Capital Lease Funding Securitization, L.P., Series 1997-CTL-1
corporate credit backed pass-through securities.

KEY RATING DRIVERS

The affirmations reflect stable overall pool performance due to
amortization which mitigates the highly concentrated pool with
nine loans remaining.

Currently, 79.5% of the underlying credit tenants are considered
below investment grade by Fitch, compared with 77.2% at the
previous review and 30.4% at issuance.

The pool's tenants consist of RadioShack Corp. (45.5% of the pool;
rated 'CCC' as of October 2012), Rite Aid Corp. (33.9%; rated 'B-'
with a Stable Outlook as May 2012), Delhaize America Inc. (7.8%;
rated investment grade), Walgreen Co. (7.6%; rated investment
grade), CVS Caremark Corporation (5.2%; rated 'BBB+' with a Stable
Outlook as of December 2012).

RATINGS SENSITIVITY

Although the long-term issuer credit ratings of the tenants are
considered, the underlying collateral performance is the primary
driver in the class ratings. An increase in default estimates
would be a driver of negative ratings migration and a reevaluation
of the remaining class ratings in the future.
As of the March 2012 distribution, the pool balance has been
reduced by 93.2% to $8.8 million from $129.4 million at issuance.

Due to the nature of credit tenant leases, the master servicer
does not provide updated financial reporting on a regular basis
for a majority of the loans in the pool. Fitch assumed net
operating income (NOI) consistent with 1.00x debt service coverage
on an actual basis for loans without recently reported financials.
Fitch applied an adjusted market capitalization rate to determine
value. The loans also underwent a refinance test based on a
comparison of the stressed cash flow of each loan relative to a
hypothetical debt service amount (calculated using an 8% interest
rate and 30-year amortization schedule).

Fitch modeled losses of approximately 2.52% of the remaining pool
balance, most of which is attributable to Fitch's modeled
performing loan stress.

Fitch affirms the following classes and Outlooks:

-- $4.9 million class D at 'B-sf'; Outlook Negative;
-- $3.9 million class E at 'Dsf'; RE 50%.

Classes A-1, A-2, A-3, B, and C have repaid in full. Classes F and
G, which remain at 'D'; RE 0%, have been reduced to zero due to
realized losses. Fitch previously withdrew its rating on the
interest-only class IO.


CBA COMMERCIAL: Fitch Affirms 'D' Rating on Class M-3 Certs
-----------------------------------------------------------
Fitch Ratings affirms all classes of CBA Commercial Assets, LLC,
series 2004-1.

Key Rating Drivers

The affirmation reflects sufficient credit enhancement to the
remaining bonds.

As of the March 2013 distribution date, the transaction's balance
has been reduced by 74.4% to $26.1 million from $102 million at
issuance. The transaction is collateralized by 83 small balance
commercial loans secured by multifamily, retail, office,
industrial, and mixed use properties. The loans are smaller than
typical CMBS loans with an average loan size of $314,157. Fitch
does not receive regular reporting on these loans.

The transaction has experienced higher than average delinquencies
and realized losses to date. As of the March 2013 distribution
date, 15.9% of the underlying loans are delinquent; with six loans
(5.2%) in special servicing. The pool has experienced 9% in
realized losses. Fitch assumed a 60% loss severity for those loans
already delinquent. The loss severity assumption is based upon the
average loss experienced on recent dispositions of loans in the
pool. Fitch modeled losses of 2.5% of the remaining pool.

Rating Sensitivities

Although credit enhancement remains high, the Rating Outlook on
the 'BB' classes remains Negative due to the lack of financial
reporting due to the small balance nature of the loans. Should
delinquencies and/or losses increase downgrades may be warranted
in the future.

Fitch affirms the following classes and revises the Recovery
Estimate (RE) as indicated:

-- $10.1 million class A-1 at 'BBsf'; Outlook Negative;
-- $4.4 million class A-2 at 'BBsf'; Outlook Negative;
-- $2.3 million class A-3 at 'BBsf'; Outlook Negative;
-- $2.9 million class M-1 at 'Csf'; RE 100%;
-- $3.6 million class M-2 at 'Csf'; RE 85%;
-- $2.7 million class M-3 at 'Dsf'; RE 0%.

Class M-5 remains at 'Dsf'; RE 0% due to realized losses. Classes
M-4, M-6, M-7, and M-8 are not rated by Fitch. Fitch had
previously withdrawn the rating of the interest-only class I/O.


CENTRAL PLAINS: Moody's Ups Rating on Revenue Bonds From 'B2'
-------------------------------------------------------------
Moody's Investors Service upgrades to A3 from B2 the ratings
assigned to the Central Plains Energy Project Gas Project Revenue
Bonds (Project No. 1), Series 2007A and Series 2007B (the
"Bonds").

Ratings Rationale:

Prior to the amendments, the ratings of the Bonds took into
account the credit quality of (i) Royal Bank of Scotland plc (A3)
as commodity swap provider; and (ii) MBIA Inc. (Caa1 on review for
possible downgrade) as investment agreement provider (supported by
a surety bond from MBIA Insurance Corporation (Caa2 on review for
possible downgrade)).

Moody's has received and reviewed amendments (the Amendments) to
the structure of the transaction which provide credit support for
(i) Royal Bank of Scotland as the commodity swap provider and (ii)
MBIA Inc. ("MBIA") as the investment agreement provider for the
working capital account, current reserve subaccount and early
termination reserve account. The amended documents are effective
April 18, 2013 as of which date the ratings on the bonds are based
upon the credit quality of (i) Goldman Sachs Group, Inc. (A3) as
guarantor under the gas purchase agreement and receivables
purchase agreement; (ii) Omaha Metropolitan Utilities District, NE
(A1) as a participant in the transaction; and (iii) Transamerica
Life Insurance Co. (A1/ P-1) as GIC provider.

The principal methodology used in rating this issue was Gas
Prepayment Bonds published in December 2008.


CHASE CREDIT: $946MM Acct. Addition No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's announced that the addition of approximately 398,000
accounts with a total receivables balance of approximately $946
million to the Chase Credit Card Master Trust ("CHAMT") on April
23, 2013 (the "Addition"), in and of itself and at this time, will
not result in a reduction, withdrawal, or placement under review
for possible downgrade of the ratings currently assigned to the
Chase Credit Card Owner Trust 2003-4 notes (the "Outstanding
Notes").

The Outstanding Notes are backed by a series certificate issued by
CHAMT representing the right to certain collections on receivables
originated in credit card accounts comprising the CHAMT portfolio.
Because the Addition consisted of collateral that has
characteristics similar in nature to the existing CHAMT
collateral, the credit quality of the accounts and related
receivables still backing the Outstanding Notes is unchanged.
Therefore, Moody's believed that the Addition did not have an
adverse effect on the credit quality of the securities such that
Moody's ratings were impacted. Moody's did not express an opinion
as to whether the Removal could have other, non credit-related
effects.

The principal methodology used in rating the Outstanding Notes was
"Moody's Approach To Rating Credit Card Receivables-Backed
Securities", published in April 2007.

On July 10, 2009, Moody's too these rating actions:

Issuer: Chase Credit Card Master Trust:

$50,750,000 Class B Notes, Series 2003-4, downgraded to A2 from
A1; previously on April 20, 2009 Placed on Review for Possible
Downgrade

$65,250,000 Class C Notes, Series 2003-4, downgraded to Ba1 from
Baa1; previously on April 20, 2009 Placed on Review for Possible
Downgrade


CIT CLO I: Moody's Hikes Rating on $25MM Class E Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by CIT CLO I Ltd.:

$29,000,000 Class B Floating Rate Notes Due June 20, 2021,
Upgraded to Aaa (sf); previously on September 30, 2011 Confirmed
at Aa2 (sf),

$36,400,000 Class C Deferrable Floating Rate Notes Due June 20,
2021, Upgraded to A1 (sf); previously on September 30, 2011
Upgraded to A3 (sf),

$24,000,000 Class D Deferrable Floating Rate Notes Due June 20,
2021, Upgraded to Baa1 (sf); previously on September 30, 2011
Upgraded to Baa3 (sf),

$25,000,000 Class E Deferrable Floating Rate Notes Due June 20,
2021, Upgraded to Ba2 (sf); previously on September 30, 2011
Upgraded to Ba3 (sf);

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

$353,000,000 Class A Floating Rate Notes Due June 20, 2021,
Affirmed Aaa (sf); previously on June 28, 2007 Assigned Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in June 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread compared
to the levels assumed at the last rating action in September 2011.
Moody's modeled a WARF of 2596 compared to 3238 at the time of the
last rating action. Moody's also notes that the transaction's
reported overcollateralization ratio are stable since the last
rating action. Additionally, the deal has benefited from an
improvement in the recovery rate. Based on the March 2013 trustee
report, the recovery rate is currently 52.81% compared to 50.15%
in July 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $493 million, no
defaulted par, a weighted average default probability of 16.79%
(implying a WARF of 2596), a weighted average recovery rate upon
default of 52.81%, and a diversity score of 48. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

CIT CLO I, Ltd., issued in May 2007, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2077)

Class A: 0

Class B: 0

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3115)

Class A: 0

Class B: -1

Class C: -2

Class D: -2

Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings.

3) Post-Reinvestment Period Trading: Subject to certain
requirements, the deal is allowed to reinvest certain proceeds
after the end of the reinvestment period, and as such the manager
has the flexibility to deteriorate some collateral quality metrics
to the covenant levels. In particular, Moody's tested for a
possible extension of the actual weighted average life in its
analysis given that the post-reinvestment period reinvesting
criteria has loose restrictions on the weighted average life of
the portfolio. Additionally, given that the post-reinvestment
period reinvesting criteria do not require the reinvestment to
have a Moody's rating equal to or better than the rating of the
security sold or prepaid, Moody's considered the deal's
sensitivity to a portfolio having a higher WARF.


CITIGROUP COMM. 2005-C3: Moody's Takes Action on 23 CMBS Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes,
affirmed 16 classes and upgraded three rake classes of Citigroup
Commercial Mortgage Trust 2005-C3, Commercial Mortgage Pass-
Through Certificates, Series 2005-C3 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jul 15, 2005 Definitive
Rating Assigned Aaa (sf)

C. A-2, Affirmed Aaa (sf); previously on Jul 15, 2005 Definitive
Rating Assigned Aaa (sf)

C. A-3, Affirmed Aaa (sf); previously on Jul 15, 2005 Definitive
Rating Assigned Aaa (sf)

C. A-4, Affirmed Aaa (sf); previously on Jul 15, 2005 Definitive
Rating Assigned Aaa (sf)

C. A-SB, Affirmed Aaa (sf); previously on Jul 15, 2005 Definitive
Rating Assigned Aaa (sf)

C. A-MFL, Affirmed Aaa (sf); previously on Sep 22, 2010 Confirmed
at Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Sep 22, 2010 Confirmed
at Aaa (sf)

C. A-J, Downgraded to Ba1 (sf); previously on Apr 19, 2012
Downgraded to Baa2 (sf)

C. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded to
Ba3 (sf)

Cl. B, Downgraded to Ba3 (sf); previously on Apr 19, 2012
Downgraded to Ba1 (sf)

Cl. C, Downgraded to B3 (sf); previously on Apr 19, 2012
Downgraded to Ba3 (sf)

Cl. D, Downgraded to Caa2 (sf); previously on Apr 19, 2012
Downgraded to Caa1 (sf)

Cl. E, Affirmed Caa3 (sf); previously on Apr 19, 2012 Downgraded
to Caa3 (sf)

Cl. F, Affirmed C (sf); previously on Apr 19, 2012 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Apr 19, 2012 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Sep 22, 2010 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Sep 16, 2010 Downgraded to C
(sf)

Cl. K, Affirmed C (sf); previously on Sep 16, 2010 Downgraded to C
(sf)

Cl. L, Affirmed C (sf); previously on Sep 16, 2010 Downgraded to C
(sf)

Cl. M, Affirmed C (sf); previously on Sep 16, 2010 Downgraded to C
(sf)

Cl. CP-1, Upgraded to A3 (sf); previously on Jul 15, 2005
Definitive Rating Assigned Baa1 (sf)

Cl. CP-2, Upgraded to Baa1 (sf); previously on Jul 15, 2005
Definitive Rating Assigned Baa2 (sf)

Cl. CP-3, Upgraded to Baa2 (sf); previously on Jul 15, 2005
Definitive Rating Assigned Baa3 (sf)

Ratings Rationale:

The downgrades are due to higher expected loss from the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans.

The affirmations of the principal classes are due to key rating
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf) remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of Class XC is consistent with the credit quality of
its referenced classes and thus is affirmed.

Classes CP-1, CP-2 and CP-3 are secured by the junior non-pooled
component of the Carolina Place Loan. These classes are upgraded
due to improved property performance of the collateral supporting
the loan.

Moody's rating action reflects a base expected loss of 10.9% of
the current balance compared to 9.4% at last review. Depending on
the timing of loan payoffs and the severity and timing of losses
from specially serviced loans, the credit enhancement level for
investment grade classes could decline below the current levels.
If future performance materially declines, the expected level of
credit enhancement and the priority in the cash flow waterfall may
be insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GPD
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class X-C was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee. The Interest-Only
Methodology was used for the rating of Class X-C.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 37, compared to 39 at last review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $1.0 billion
from $1.4 billion at securitization. The Certificates are
collateralized by 98 mortgage loans ranging in size from less than
1% to 9% of the pool, with the top ten loans representing 39% of
the pool. The largest loan in the pool has an investment grade
credit estimate. Six loans, representing 4% of the pool, have
defeased and are collateralized with U.S. Government securities.

Twenty-three loans, representing 20% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Ten loans have been liquidated from the pool, resulting in a $30.7
million loss (46% loss severity on average). Currently ten loans,
representing 21% of the pool, are in special servicing. The
largest specially serviced loan is the 100/150 College Road West
Loan ($48.9 million -- 4.7% of the pool), formally known as the
Novo Nordisk Headquarters Loan. This loan is secured by a mortgage
on two three-story Class A suburban office buildings totaling
225,651 square feet (SF) located in Princeton, New Jersey. The
loan transferred to special servicing in January 2010 for imminent
maturity default and the loan matured on March 11, 2010. Novo is
vacating the property at its lease expiration in 2014 and
relocating to a newly constructed property. The loan was
transferred to the trust via a deed-in-lieu in July 2012 and the
loan is currently real estate owned (REO).

The remaining nine specially serviced loans are secured by a mix
of property types. The master servicer has recognized an aggregate
$73.1 million appraisal reduction for nine specially serviced
loans. Moody's has estimated an aggregate loss of $90.5 million
(42% expected loss on average) for all the specially serviced
loans.

Moody's has assumed a high default probability for seven poorly
performing loans representing 7% of the pool and has estimated a
$11.7 million loss (16% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2011 and full or partial year
2012 operating results for 98% and 88% of the pool, respectively,
excluding specially serviced loans. Excluding specially serviced
and troubled loans, Moody's weighted average LTV is 92% compared
to 91% at Moody's last review. Moody's net cash flow reflects a
weighted average haircut of 12% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.38X and 1.11X, respectively, compared to
1.49X and 1.25X at last full review. Moody's actual DSCR is based
on Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit estimate is the Carolina Place Loan ($94.5
million -- 9.0%), which is the pooled component of a $107.6
million first mortgage loan secured by the borrower's interest in
a 1.1 million SF regional mall located in suburban Charlotte,
North Carolina. The mall is anchored by Belk, Dillard's, Macy's,
J.C. Penney and Sears. In-line occupancy was 86% as of September
2012, the same as last review. The trust also includes the $13.5
million non-pooled junior loan component which secures the non-
pooled Classes CP-1, CP-2 and CP-3. Moody's credit estimate and
stressed DSCR for the pooled loan component are A2 and 1.76X,
respectively, compared to A3 and 1.67X at last review.

The top three performing conduit loans represent 10% of the pool
balance. The largest loan is the Abilene Mall Loan ($34.2 million
-- 3.3% of the pool), which is secured by the borrower's interest
in a 680,000 SF single-story regional mall located in Abilene,
Texas. The mall is anchored by Dillard's, JC Penney and Sears. JC
Penney is only anchor included in the collateral. The overall
property was 84% leased as of September 2012 compared to 93% at
last review. Moody's LTV and stressed DSCR are 101% and 0.99X,
respectively, compared to 99% and 1.01X at last review.

The second largest loan is the Penn Mar Shopping Center Loan
($34.0 million -- 3.2% of the pool), which is secured by a 382,000
SF retail center located in Forestville (Prince George's County),
Maryland. The center was 91% leased as of December 2012, the same
as last review. Moody's LTV and stressed DSCR are 77% and 1.23X,
respectively, compared to 99% and 1.01X at last review.

The third largest loan is the 250 West Pratt Loan ($33.5 million -
- 3.2% of the pool), which is secured by a 24-story 355,000 SF
office property located in downtown Baltimore, Maryland. The
property was 87% leased as of December 2012 compared to 86% at
last review. Moody's LTV and stressed DSCR are 95% and 1.06X,
respectively, compared to 116% and 0.87X at last review.


CITIGROUP COMM. 2007-FL3: Fitch Keeps CCC Rating on Cl. AVA Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed Citigroup Commercial Mortgage Trust,
series 2007-FL3 commercial mortgage pass-through certificates due
to stable collateral performance of the two remaining loans in the
pool.

Key Rating Drivers:

Under Fitch's methodology 100% of the pooled balance is modeled to
default in the base case stress scenario, defined as the 'B'
stress. In this scenario, the modeled average cash flow decline is
5% and pooled expected losses are 35.2%. To determine a
sustainable Fitch cash flow and stressed value, Fitch analyzed
servicer-reported operating statements, budgets and STR reports,
updated property valuations, and recent sales comparisons. Fitch
estimates that base case recoveries will be approximately 65%.

Rating Sensitivity:

Ratings are expected to remain stable throughout the remaining
life of the deal. There are two loans remaining in the pool, both
of which are secured by hotels. Both loans defaulted at maturity
and were subsequently modified and extended until 2015. The
largest loan in the pool makes up approximately 93% of the
remaining balance. Given the concentration and adverse selection
in the deal, upgrades are very unlikely. Should the Fairmont
Scottsdale Princess (93.1% of the pool) experience a performance
decline, downgrades are possible, but considered unlikely given
the outlook for the property.

Both of the remaining loans were modeled to take a loss in the
base case.

The Fairmont Scottsdale Princess loan is collateralized by a full-
service 651-room resort located in Scottsdale, AZ. At issuance the
loan was underwritten to a stabilized cash flow which anticipated
continued increases in ADR in the Scottsdale market. The
property's destination resort segment of the market was especially
hard hit by the economic downturn and the anticipated increases
did not materialize. With a rebound in the hotel market along with
significant property renovations, performance has improved. As of
the year-end (YE) 2012, net operating income (NOI) had increased
approximately 8% from YE 2011.

The loan reached its original final maturity date in September
2011. The loan was modified in June 2011 to allow for two
additional extension options in exchange for paydown of the senior
balance by $7 million and an investment of $22 million to
construct a 55,000 square foot (sf) addition to the meeting
facilities. Construction of the meeting facilities was completed
in November 2012 and the sponsors are expecting to realize
significant benefits from the new meeting space in 2013 and
beyond. The next maturity date is Dec. 31, 2013 and there is one
remaining extension option with a final maturity of April 9, 2015.

The Avalon hotel is collateralized by an 84-room full-service
hotel located in Beverly Hills, CA. The property is approximately
four blocks south from Rodeo Drive and five miles south of
Hollywood. The loan defaulted at its original maturity date and
was subsequently modified and extended. The modification de-
levered the property such that the debt stack was reduced to the
trust balance of $11.75 million. Performance began to improve in
2010 as the hotel market recovered. As of the trailing 12 months
(TTM) ended Sept. 30, 2013, NOI was approximately double YE 2010.
The property was impacted by major renovations which were
completed the first quarter of 2012. The property should benefit
from the recent renovations and the recovery in the hotel market
in general.

Fitch has affirmed the following classes as indicated:

-- $4.4 million class A-2 at 'AAAsf'; Outlook Stable;
-- $24.9 million class B at 'AAsf'; Outlook Stable;
-- $19.9 million class C at 'Asf'; Outlook Stable;
-- $12.9 million class D at 'BBBsf'; Outlook Stable;
-- $12 million class E at 'BBsf'; Outlook Stable;
-- $13 million class F at 'Bsf'; Outlook Stable;
-- $12 million class G at 'Bsf'; Outlook Stable;
-- $12 million class H at 'CCCsf '; RE 0%;
-- $12 million class J at 'CCCsf '; RE 0%;
-- $20 million class K at 'CCsf'; RE 0%
-- $1.9 million class AVA at 'CCCsf'; RE 0%.

Classes A-1, X-1, THH-1, INM, HOA-1, HOA-2, MLA-1, HTT-1, HFS-1,
HFS-2, HFS-3, RSI-1 and RSI-2 have paid in full. Fitch does not
rate classes THH-2 and HTT-2. Classes MLA-2, VSM-1, VSM-2 and MOF
all remain at 'D'; RE 0%, and class WES remains at 'D'; RE 90% due
to realized losses. Fitch previously withdrew the rating of the
interest-only class X-2.


COLTS 2005-2: Fitch Raises Rating on Class D Notes From 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded the class D notes issued by CoLTS
2005-2, Ltd./Corp.  The Rating Outlook is Stable.

KEY RATING DRIVERS

The upgrade is the result of the increased credit enhancement of
the class D notes after the March 20, 2013 payment date. The class
C notes were paid in full and approximately 82.1% of the class D
note balance was paid down. As of the March 2013 trustee report,
$28.2 million comprising eight obligors remain in the performing
portfolio. On a deterministic basis, there is enough credit
enhancement to protect the class D notes from the default (and
total loss) of the five largest obligors in the portfolio. In
addition, a rating cap of 'Asf' was applied given the highly
concentrated portfolio.

RATING SENSITIVITIES

Due to the few obligors left in the performing portfolio, Fitch
considers the principal risk of the notes to be tied to the
expected recoveries of the remaining performing obligors. As
previously mentioned, the notes are protected against the total
losses of the five largest obligors in the portfolio. Losses that
exceed the total loss of the five largest obligors would result in
a downgrade.

CoLTS 2005-2 is a cash flow collateralized loan obligation that
closed Jan. 10, 2006 and is managed by Ivy Hill Asset Management,
L.P. (Ivy Hill), an affiliate of Ares Capital Corporation. Ivy
Hill became manager through a sub-servicing agreement executed
with Structured Asset Investors, LLC, a wholly owned subsidiary of
Wachovia Bank, N.A. on June 15, 2009. The remaining $28.2 million
performing portfolio is composed first lien loans, across eight
obligors. There are no long-dated assets in the portfolio; the
remaining assets are expected to mature prior to the legal final
maturity date of CoLTS 2005-2, which is the final payment date in
December 2018.

Fitch has upgraded the following rating:

CoLTS 2005-2:

-- $3,572,473 class D notes upgraded to 'Asf' from 'BBsf',
   Outlook Stable.


COLTS 2007-1: Fitch Raises Rating on $22.25MM Notes to 'BB'
-----------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed four classes of
notes issued by CoLTS 2007-1, Ltd./LLC. as follows:

-- $21,856,274 Class A Floating Rate Notes at 'AAA'; Outlook
   Stable;

-- $22,250,000 Class B Floating Rate Notes at 'AA'; Outlook
   Stable;

-- $40,000,000 Class C Floating Rate Deferrable Interest Notes at
   'A'; Outlook Stable;

-- $21,215,000 Class D Floating Rate Deferrable Interest Notes at
   'BBB'; Outlook Stable;

-- $22,250,000 Class E Floating Rate Deferrable Interest Notes
   upgraded to 'BB' from 'B'; Outlook Stable.

KEY RATING DRIVERS

The affirmations and upgrade are the result of the increased
credit enhancement available for the notes since the last review
in April 2012. Approximately $138 million of the class A notes
have paid down since the last review, increasing credit
enhancement levels on the remaining notes. As of the April 2013
trustee report, the portfolio contained $137.4 million performing
loans to 57 obligors, $7.6 million in principal collections, and
$19.1 million in defaulted loans. The Fitch WARF is 'B/B-' and
cash flow modeling stresses show that the notes are able to
perform at rating levels above their current ratings.

RATING SENSITIVITIES

The notes are sensitive to combined levels of default and
recoveries that are beyond Fitch's published stresses. Fitch's
stressed analysis show that the notes can perform at their current
rating levels when a 25% haircut is applied on portfolio
recoveries, but show sensitivities when the haircut recoveries are
combined with higher default assumptions. Such levels of higher
defaults and lower recoveries may result in future downgrades.

CoLTS 2007-1 is a revolving cash flow collateralized loan
obligation (CLO) that closed Feb. 27, 2007 and is managed by Ivy
Hill Asset Management, L.P. (Ivy Hill), an affiliate of Ares
Capital Corporation. Ivy Hill became manager through a sub-
servicing agreement executed with Structured Asset Investors, LLC,
on June 15, 2009. The $137.4 million performing portfolio had
exited its reinvestment period in March 2012 and is composed of
first lien senior secured loans.


CREDIT SUISSE 2001-CK1: Fitch Affirms 'D' Rating on Class L Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed four classes of Credit Suisse First
Boston Mortgage Securities Corp., series 2001-CK1 (CSFB 2001-CK1)
commercial mortgage pass-through certificates.

KEY RATING DRIVERS

The affirmations are due to sufficient credit enhancement to the
remaining classes, despite expected losses.

Fitch modeled losses of 21.5% of the remaining pool; expected
losses on the original pool balance total 4.4%, including losses
already incurred. The pool has experienced $34.7 million (3.5% of
the original pool balance) in realized losses to date. There are
seven loans remaining in the pool; Fitch has designated four loans
(77.7%) as Fitch Loans of Concern, including two specially
serviced assets (22%).

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 95.9% to $40.5 million from
$997.1 million at issuance. Interest shortfalls are currently
affecting the class J through O notes.

The largest contributor to expected losses is a 160,509 square
foot (sf) office property located in Raleigh, NC (41% of the
pool). The loan transferred to the special servicer in January
2011 due to maturity default. The loan was transferred back to the
master servicer after the borrower's bankruptcy plan was approved
and the loan was modified. The loan faces moderate rollover risk
before YE 2014.

The second largest contributor to expected losses is a 191,653 sf
community center located in Albuquerque, NM (16.8%). The loan
transferred to the special servicer in March 2010 due to imminent
monetary default. The property became REO on March 30, 2011 and is
72% occupied as of February 2013. The special servicer continues
working to stabilize the property by actively marketing the vacant
spaces.

RATING SENSITIVITIES

The ratings on the classes H and J are expected to be stable as
the credit enhancement remains high. Class K may be subject to
further downgrades as losses are realized.

Fitch has affirmed the following classes:

-- $0.4 million class H at 'A-sf'; Outlook Stable;
-- $27.4 million class J at 'B-sf'; Outlook Stable;
-- $7.5 million class K at 'Csf'; RE 55%;
-- $5.2 million class L at 'Dsf'; RE 0%.

Fitch does not rate classes M, N, and O certificates and
previously withdrew the ratings on the A-X and A-CP notes. Classes
A-1 through G have paid in full.


CREST 2002-IG: Fitch Affirms 'CC' Rating on Class D Notes
---------------------------------------------------------
Fitch Ratings has affirmed three classes issued by Crest 2002-IG
Ltd./Corp.

KEY RATING DRIVERS

Since the last rating action in May 2012, approximately 9.9% of
the collateral has been downgraded. Currently, 51.3% of the
portfolio has a Fitch-derived rating below investment grade with
17.1% having a rating in the 'CCC' category and below, compared to
35.8% and 9.2%, respectively, at the last rating action. Over this
period, the class B notes have received $11.7 million for a total
of $73.2 million in paydowns since issuance.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'. Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities. Based on this analysis, the class B notes' breakeven
rates are generally consistent with the rating assigned below. The
class C notes are passing above their current rating category;
however, the notes were affirmed given the increased risk for
interest shortfall on the notes as a result of increased
concentration and adverse selection.

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

The Stable Outlook on the class B and C notes reflects Fitch's
view that the transaction will continue to delever.

RATING SENSITIVITIES

In addition to those sensitivities discussed above, further
negative migration and defaults beyond those projected by SF PCM
as well as increasing concentration in assets of a weaker credit
quality could lead to downgrades.

Crest 2002-IG is a cash flow commercial real estate collateralized
debt obligation (CRE CDO) which closed on May 16, 2002. The
collateral is composed of nine assets from nine obligors of which
88.1% is commercial mortgage backed securities (CMBS) and 11.9%
real estate investment trusts (REITs).

Fitch has affirmed the following classes as indicated:

-- $4,844,443 class B notes at 'AAAsf'; Outlook Stable;
-- $40,000,000 class C notes at 'BBsf'; Outlook Stable;
-- $14,555,638 class D notes at 'CCsf'.


CREST G-STAR: Fitch Affirms 'C' Ratings on Two Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed four classes issued by Crest G-Star
2001-1, LP (Crest G-Star 2001-1).

KEY RATING DRIVERS

Since the last rating action in June 2012, approximately 16.9% of
the collateral has been downgraded and 26.4% has been upgraded.
Currently, 77.7% of the portfolio has a Fitch derived rating below
investment grade with 60.8% having a rating in the 'CCC' category
and below, compared to 69.7% and 62.6%, respectively, at the last
rating action. Over this period, the class B notes have received
$24.6 million for a total of $49.2 million in paydowns since
issuance.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'. Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities. Based on this analysis, the class B notes' breakeven
rates are generally consistent with the ratings assigned below.

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

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

RATING SENSITIVITIES

In addition to those sensitivities discussed above, further
negative migration and defaults beyond those projected by SF PCM
as well as increasing concentration in assets of a weaker credit
quality could lead to downgrades.

Crest G-Star 2001-1 is a static collateralized debt obligation
(CDO) that closed on Dec. 18, 2001. The current portfolio consists
of 99.5% commercial mortgage-backed securities from the 1998
through 2001 vintages and 0.5% commercial real estate loans.

Fitch has affirmed the following classes as indicated:

-- $20,632,954 class B-1 notes at 'Bsf'; Outlook Stable;
-- $5,159,446 class B-2 notes at 'Bsf'; Outlook Stable;
-- $24,434,297 class C notes at 'Csf';
-- $18,851,238 class D notes at 'Csf'.


CREST G-STAR 2001-2: Moody's Hikes Rating on B-1 Notes from Ba1
---------------------------------------------------------------
Moody's upgraded the ratings of two classes and affirmed the
rating of one class of Notes issued by Crest G-Star 2001-2, Ltd.
While the WARF has increased, the trust experienced rapid
prepayments resulting from high recoveries on defaulted assets and
greater than expected amortization on the underlying collateral.
The affirmations are due to the key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO and Re-remic) transactions.

$34,000,000 Class B-1 Second Priority Fixed Rate Term Notes, Due
2032, Upgraded to Baa1 (sf); previously on Oct 27, 2010 Downgraded
to Ba1 (sf)

$15,000,000 Class B-2 Second Priority Floating Rate Term Notes,
Due 2032, Upgraded to Baa1 (sf); previously on Oct 27, 2010
Downgraded to Ba1 (sf)

$21,000,000 Class C Third Priority Fixed Rate Term Notes, Due
2032, Affirmed Caa3 (sf); previously on Oct 27, 2010 Downgraded to
Caa3 (sf)

Ratings Rationale:

Crest G-Star 2001-2, Ltd. is a static cash transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (78.4%
of the pool balance) and real estate investment trust (REIT) debt
(21.6%). As of the February 22, 2013 Note Valuation report, the
aggregate Note balance of the transaction, including preferred
shares, has decreased to $56.6 million from $350.0 million at
issuance, with the paydown currently directed to the senior most
outstanding classes as a result of amortization of the underlying
collateral as well as failure of the one or more par value tests.

There are four assets with a par balance of $29.5 million (52.7%
of the current pool balance) that are considered defaulted
securities as of the February 28, 2013 Trustee report. While there
have been limited realized losses on the underlying collateral to
date, Moody's does expect significant losses to occur on the
defaulted securities once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 3,441
compared to 2,762 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (22.4% compared to 9.7% at last
review), A1-A3 (0.4% compared to 9.4% at last review), Baa1-Baa3
(21.6% compared to 31.1% at last review), Ba1-Ba3 (21.4% compared
to 18.3% at last review), B1-B3 (0.0% compared to 7.0% at last
review), and Caa1-C (34.3% compared to 24.5% at last review).

Moody's modeled a WAL of 3.0 years compared to 2.5 years at last
review.

Moody's modeled a variable WARR with a mean of 23.7% compared to a
mean of 22.0% at last review.

Moody's modeled a MAC of 7.8% compared to 12.1% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to rating changes within the collateral pool. Holding
all other key parameters static, changing the current ratings and
credit estimates of the collateral by one notch downward or one
notch upward would result in an average modeled rating movement on
the rated tranches of 1 notch downward or 0 notches upward,
respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012 and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


CW CAPITAL I: Moody's Affirms 'C' Ratings on Seven Note Classes
---------------------------------------------------------------
Moody's affirmed the rating of eleven classes of Notes issued by
CW Capital I, Ltd due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-remic) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed A2 (sf); previously on Aug 11, 2010 Downgraded
to A2 (sf)

Cl. A-2, Affirmed Ba3 (sf); previously on Jul 27, 2012 Downgraded
to Ba3 (sf)

Cl. B-1, Affirmed Caa3 (sf); previously on Jul 27, 2012 Downgraded
to Caa3 (sf)

Cl. C, Affirmed C (sf); previously on Jul 27, 2012 Downgraded to C
(sf)

Cl. D, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to C
(sf)

Cl. E-1, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to
C (sf)

Cl. F-1, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to
C (sf)

Cl. G, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to C
(sf)

Cl. B-2, Affirmed Caa3 (sf); previously on Jul 27, 2012 Downgraded
to Caa3 (sf)

Cl. E-2, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to
C (sf)

Cl. F-2, Affirmed C (sf); previously on Aug 11, 2010 Downgraded to
C (sf)

Ratings Rationale:

CW Capital Cobalt I, Ltd. is a currently static (re-investment
period ended in May, 2010) cash transaction backed by a portfolio
of commercial mortgage backed securities (CMBS) (75.2% of the pool
balance, including rake bonds), CRE CDOs (2.4%), whole loans
(12.9%), b-notes (9.0%) and mezzanine loans (0.5%). As of the
March 29, 2013 Trustee report, the aggregate Note balance of the
transaction is $277.0 million compared to $450.9 million at
issuance, with the paydown directed to the senior notes, as a
result of amortization and recoveries from defaulted collateral as
well as the re-direction of interest proceeds as principal payment
due to the failure of certain the par value and interest coverage
tests.

Twenty-eight assets with a par balance of $121.8 million (57.9% of
the pool balance) were listed as defaulted securities as of the
March 29, 2013 Trustee Report. Moody's expects significant losses
to occur on these assets once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 6,248
compared to 6,578 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (2.0% compared to 1.7% at last
review), A1-A3 (2.4% compared to 3.9% at last review), Baa1-Baa3
(7.2% compared to 1.2% at last review), Ba1-Ba3 (12.9% compared to
15.5% at last review), B1-B3 (10.7% compared to 13.1% at last
review), and Caa1-C (64.8% compared to 64.7% at last review).

Moody's modeled a WAL of 2.3 years compared to 3 years at last
review. The current WAL is based on assumptions about extensions
on the underlying collateral.

Moody's modeled a fixed WARR of 14.2% compared to 11.1% at last
review.

Moody's modeled a MAC of 13.7%, compared to 13.8% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated Notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
up from 14.2% to 24.2% or down to 4.2% would result in average
rating movement on the rated tranches of 0 to 2 notches upward and
0 to 2 notches downward.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


DEKANIA CDO I: S&P Affirms 'CCC-' Rating on 3 Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1 and A-2 notes from Dekania CDO I Ltd., a U.S. collateralized
debt obligation (CDO) transaction collateralized mostly by trust
preferred securities (TruPs) issued predominantly by life and
property/casualty insurance companies.  At the same time, S&P
affirmed its ratings on the Class B, C-1, C-2, and D notes, and it
removed its ratings on the Class A-1, A-2, and B notes from
CreditWatch with positive implications.

The rating actions follow S&P's performance review of Dekania CDO
I Ltd. and reflect $26.7 million in paydowns to the A-1 notes
since S&P's June 2012 rating actions, when it raised its ratings
on three classes of notes.  As of the April 2013 trustee report,
S&P observed that the class C/D overcollateralization (O/C) test
is failing, causing excess interest to pay down the Class A-1
notes.  Subsequent to the April 2013 payment date, the Class A-1
notes had paid down to 17.35% of their original balance.
According to the April 2013 trustee report, the transaction's A/B
and C/D O/C ratios have increased by 4.55% and 1.36%,
respectively, since S&P's June 2012 rating actions.

S&P affirmed its ratings on the Class B, C-1, C-2, and D notes to
reflect its belief that the credit support available is
commensurate with the current ratings.

Standard & Poor's took into account the concentration risk of the
transaction due to the relatively low number of credits remaining
to support the notes.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Rating And CreditWatch Actions

Dekania CDO I Ltd.
                            Rating
Class                   To           From
A-1                     AA (sf)      A+ (sf)/Watch Pos
A-2                     A- (sf)      BBB+ (sf)/Watch Pos
B                       BBB- (sf)    BBB- (sf) Watch/Pos

Ratings Affirmed

Dekania CDO I Ltd.

Class                   Rating
C-1                     CCC- (sf)
C-2                     CCC- (sf)
D                       CCC- (sf)


DEUTSCHE MORTGAGE 2006-CD2: Moody's Cuts Rating on 6 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed eight classes of Deutsche Mortgage & Asset Receiving
Corporation, Commercial Mortgage Pass-Through Certificates, CD
2006-CD2 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Oct 14, 2010 Confirmed
at Aaa (sf)

Cl. A-1B, Affirmed Aaa (sf); previously on Mar 22, 2006 Assigned
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Mar 22, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Mar 22, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Mar 22, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Oct 14, 2010 Confirmed
at Aaa (sf)

Cl. A-M, Downgraded to Baa2 (sf); previously on Oct 14, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to Caa1 (sf); previously on May 10, 2012
Downgraded to Ba2 (sf)

Cl. B, Downgraded to Caa3 (sf); previously on May 10, 2012
Downgraded to B1 (sf)

Cl. C, Downgraded to C (sf); previously on May 10, 2012 Downgraded
to B3 (sf)

Cl. D, Downgraded to C (sf); previously on May 10, 2012 Downgraded
to Caa3 (sf)

Cl. E, Affirmed C (sf); previously on May 10, 2012 Downgraded to C
(sf)

Cl. F, Affirmed C (sf); previously on May 10, 2012 Downgraded to C
(sf)

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

Ratings Rationale:

The downgrades of the principal classes are due to higher expected
losses for the pool resulting from realized and anticipated losses
from specially serviced and troubled loans. The downgrade of the
IO Class, Class X, is due to a decline in the credit performance
of its referenced classes.

The affirmations of the super-senior principal classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed DSCR and the Herfindahl Index (Herf), remaining
within acceptable ranges. Based on Moody's current base expected
loss, the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings. The ratings of
Classes E and F are consistent with Moody's base expected loss and
thus are affirmed.

Moody's rating action reflects a base expected loss of 11.5% of
the current balance. At last full review, Moody's base expected
loss was 12.6%. Moody's base expected loss plus realized losses is
now 14.9% of the original pooled balance compared to 12.1% at last
review. Depending on the timing of loan payoffs and the severity
and timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class X was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes the IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 88 compared to 77 at Moody's prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 10, 2012.

Deal Performance:

As of the March 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 30% to $2.14
billion from $3.06 billion at securitization. The Certificates are
collateralized by 177 mortgage loans ranging in size from less
than 1% to 4% of the pool, with the top ten loans representing 24%
of the pool. One loan, representing less than 1% of the pool, has
defeased and is secured by U.S. Government securities.

Twenty-eight loans, representing 15% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Fifteen loans have been liquidated from the pool, resulting in a
realized loss of $209.3 million (56% average loss severity).
Currently 15 loans, representing 17% of the pool, are in special
servicing. The largest specially serviced loan is the Rock Pointe
Corporate Center Loan ($62.5 million -- 2.7% of the pool), which
is secured by four office buildings totaling 566,000 square feet
(SF), two parking garages and surface parking in Spokane,
Washington. The loan was transferred to special servicing in July
2009 for delinquent payments with a receiver subsequently
appointed in December 2010. A Notice of Sale was recorded in
October 2011 with a foreclosure sale scheduled for January 2012.
However, the borrower filed for Chapter 11 Bankruptcy in December
2011 which stayed the foreclosure sale. The borrower and servicer
are currently looking to reach an agreement which would provide a
lift stay and allow for foreclosure to proceed.

The remaining 14 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $161.8
million loss for the specially serviced loans (44% expected loss
on average).

Moody's has assumed a high default probability for 15 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $32.6 million loss (21% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 94% and 81% of the pool, respectively.
Excluding defeased, specially serviced and troubled loans, Moody's
weighted average LTV is 101%, essentially the same as at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 11.1% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.1%.

Excluding defeased, specially serviced and troubled loans, Moody's
actual and stressed DSCRs are 1.28X and 1.02X, respectively,
compared to 1.28X and 1.00X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three loans represent 9% of the pool. The largest loan is
the SunTrust Center Loan ($77.0 million -- 3.6% of the pool),
which is secured by a 646,000 SF office complex located in
Orlando, Florida. The property consists of a 30-story Class A
office tower, a seven-story office building and an eight-story
atrium. Occupancy as of December 2012 was 68%, essentially the
same as at last review and down from 86% at securitization.
SunTrust Bank, the largest tenant, vacated over half the net
rentable area (NRA) it originally occupied when its lease expired
in 2008. The property was purchased by Beacon as part of a 14
property, $1.7 billion portfolio from Charter Hall in March 2012.
At closing, Beacon simultaneously turned around and sold the
property to Brookdale. The property level cashflow declined from
the prior year due to expenses incurred by the new borrower as a
result of the sale and should decrease going forward. Moody's LTV
and stressed DSCR are 139% and 0.74X, respectively, compared to
102% and 1.01X at last review.

The second largest loan is the Sunset Media Tower Loan ($53.3
million -- 2.5% of the pool), which is secured by a 314,000 SF
Class A office building on Sunset Boulevard, located in Hollywood,
California. The property was 85% leased as of December 2012, up
from 83% in 2011 and down from 94% at securitization. Though
performance has improved, there is significant potential rollover
risk, as 22.3% of the NRA is scheduled to roll in November 2013
with no indication from the tenants on whether they plan to renew.
Moody's LTV and stressed DSCR are 113% and 0.86X, respectively,
compared to 112% and 0.87X at last review.

The third largest loan is the Stadium Gateway Loan ($52.0 million
-- 2.2% of the pool), which is secured by a 273,000 SF Class A
office building located in Anaheim, California adjacent to Anaheim
Stadium. The property was 61% leased as of March 2013, which is
down from 82% in 2010, 88% in 2009, and 100% at securitization.
The property was purchased by Beacon as part of the same $1.7
billion portfolio from Charter Hall in March 2012. The second
largest tenant, Bank of America (42,336sf), vacated at its lease
expiration in February 2013 which caused the DSCR to fall below
1.00X. Moody's identified this loan as a troubled loan due to
concerns around the borrowers future ability to continue servicing
debt payments at the current occupancy. Moody's LTV and stressed
DSCR are 190% and 0.53X, respectively, compared to 148% and 0.68X
at last review.


FIRST UNION 2002-C1: Moody's Hikes Rating on Cl. J Certs to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed four classes of First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C1 as follows:

Cl. J, Upgraded to Ba1 (sf); previously on Feb 25, 2002 Definitive
Rating Assigned Ba2 (sf)

Cl. K, Affirmed B1 (sf); previously on Dec 17, 2010 Downgraded to
B1 (sf)

Cl. L, Affirmed Caa1 (sf); previously on Dec 17, 2010 Downgraded
to Caa1 (sf)

Cl. M, Affirmed C (sf); previously on May 18, 2012 Downgraded to C
(sf)

Cl. IO-I, Affirmed Caa2 (sf); previously on May 18, 2012
Downgraded to Caa2 (sf)

Ratings Rationale:

The upgrade is due to an increase in credit support resulting from
loan paydowns and amortization and an increase in expected
recoveries from specially serviced loans. The deal has paid down
26% since last review.

The affirmations of Classes K & L are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

The rating of Class M is consistent with Moody's base expected
loss and thus is affirmed.

The rating of Class IO-I is consistent with the expected credit
performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 19.0% of
the current balance compared to 34.8% at Moody's prior review.
Moody's base expected loss plus realized losses is now 3.5% of the
original pooled balance compared to 4.1% at the prior review.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GPD
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September 2000
and "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000. The methodology used in
rating Cl. IO-I was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's also utilized a loss and recovery approach in rating the
P&I classes in this deal since 100% of the pool is in special
servicing. In this approach, Moody's determines a probability of
default for each specially serviced loan that Moody's 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 and available market data.
The loss given default for each loan also takes into consideration
servicer advances to date and estimated future advances and
closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most
junior class(es) and the recovery as a pay down of principal to
the most senior class(es).

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Negative pooling, or adding credit enhancement at
the credit assessment level, is incorporated for loans with
similar credit assessments in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 2 compared to 3 at prior review.

In cases where the Herf falls below 20, Moody's also employs the
excel-based Large Loan Model v 8.5 and then reconciles and weights
the results from Conduit and Large Loan models in formulating a
rating recommendation. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 18, 2012.

Deal Performance:

As of the April 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $27 million
from $728 million at securitization. The Certificates are
collateralized by three mortgage loans ranging in size 17% to 58%
of the pool.

Twelve loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $20 million (50%
average loss severity). All three remaining loans are currently in
special servicing. The largest loan is Madison Place ($16 million
-- 58.4% of the pool), which is secured by a 226,000 square foot
(SF) retail property located in Madison Heights, Michigan. The
loan transferred to special servicing in June 2011 for maturity
default. The property was 87% leased as of April 2012. As part of
a loan modification which closed in October 2012 the borrower paid
the loan down to $16 million and agreed to contribute $1 million
towards the renovation of the movie theater at the property. The
interest rate was unchanged, but the new $16 million balance was
re-amortized over 20 years and the loan maturity was extended to
September 2016. The loan is performing under the terms of the
modification. Moody's is not anticipating a loss from this loan
and modeled it as a conduit loan. Moody's LTV and stressed DSCR
are 92% and 1.15X respectively, compared to 152% and 0.69X at last
review.

The second largest loan is the Addison Com Center Loan ($7 million
-- 24.4% of the pool), which is secured by a 96,000 SF flex office
building located in Addison, Texas. The loan transferred into
special servicing in November 2011 due to maturity default. The
property became real estate owned (REO) in March 2012. The
property was only 56% leased as of February 2013 compared to 91%
at last review. Safety Kleen Systems exercised an early
termination option for the space it leased (24% of net rentable
area), which led to the sharp decline in occupancy. The special
servicer indicated that there is some leasing interest at the
property with an existing tenant looking to extend and expand its
lease, while a new tenant is close to signing a lease for the
space that Safety Kleen Systems vacated.

The third largest loan is the Whiteville Shopping Center Loan ($5
million -- 17.2% of the pool), which is secured by a 63,000 SF
retail property located in Whiteville, North Carolina. The loan
transferred into special servicing in February 2012 and became REO
in November 2012. The property was 80% leased as of February 2013
compared to 96% at last review. The servicer intends to begin
marketing the property for sale in the third quarter of 2013.

The servicer has recognized a $3.6 million aggregate appraisal
reduction for two of the three specially serviced loans. Moody's
has estimated a $4.5 million loss from those same two specially
serviced loans.


FREMF COMMERCIAL 2011-K12: Moody's Affirms Rating on X-2 Certs
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two classes of
FREMF Commercial Mortgage Securities, Commercial Mortgage Pass-
Through Certificates, Series 2011-K12 as follows:

Cl. B, Affirmed A3 (sf); previously on Apr 28, 2011 Definitive
Rating Assigned A3 (sf)

Cl. X-2, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Ratings Rationale:

The affirmation of the principal and interest class is due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement level for the
affirmed class is sufficient to maintain the current rating. This
is Moody's second review since securitization.

The IO Class, Class X-2, is affirmed based on the credit quality
of its reference classes.

Moody's rating action reflects a base expected loss of 1.8% of the
current balance compared to 1.7% at last review. Depending on the
timing of loan payoffs and the severity and timing of losses from
specially serviced loans, the credit enhancement levels could
decline below the current levels. If future performance materially
declines, the expected level of credit enhancement and the
priority in the cash flow waterfall may be insufficient for the
current ratings.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class X-2 was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 33, the same as at last review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the March 25, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $1.19 billion
from $1.21 billion at securitization. The Certificates are
collateralized by 69 mortgage loans ranging in size from less than
1% to 9% of the pool, with the top ten loans representing 41% of
the pool.

Moody's was provided with full and partial year 2011 and 2012
operating results, respectively, for 100% and 40% of the pool.
Moody's weighted average LTV is 94% compared to 103% at last
review. Moody's net cash flow reflects a weighted average haircut
of 10% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
8.6%.

Moody's actual and stressed DSCRs are 1.49X and 1.00X,
respectively, compared to 1.37X and 0.91X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 22% of the pool balance. The
largest loan is the 200 Water Street Loan ($106.0 million -- 8.9%
of the pool), which is secured by a 576-unit multifamily high-rise
located in the Financial District of Lower Manhattan, New York
City. The property was 96% leased as of September 2011, the same
as at last review. This property was damaged during Hurricane
Sandy but is now fully operational. Moody's LTV and stressed DSCR
are 81% and 1.01X, respectively, compared to 85% and 0.95X at last
review.

The second largest loan is the Mid-America Portfolio Loan ($85.4
million - 7.2% of the pool), which is secured by four cross-
collateralized and cross-defaulted multifamily loans located in
Tennessee (2), Florida and South Carolina. The portfolio contains
1,312 units in the aggregate, represented by one, two and three-
bedroom floor plans. The portfolio was 96% leased as of June 2011
compared to 94% as of January 2011. Moody's LTV and stressed DSCR
are 91% and 1.03X, respectively, compared to 105% and 0.88X at
last review.

The third largest loan is the Summer House Apartments Loan ($70.4
million - 5.9% of the pool), which is secured by a 615-unit
garden-style multifamily property located in Alameda, California.
The property was 95% leased as of September 2011 compared to 96%
as of February 2011. The loan has a 24-month interest only period
and, thereafter, amortizes on a 30-year schedule. Moody's LTV and
stressed DSCR are 112% and 0.82X, respectively, the same as at
last review.


GALE FORCE 2: Moody's Lifts Rating on $20MM Cl. E Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Gale Force 2 CLO, Ltd.:

$25,000,000 Class B Second Priority Senior Secured Floating Rate
Notes due 2018, Upgraded to Aaa (sf); previously on October 2011
Upgraded to Aa2 (sf)

$28,800,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes due 2018, Upgraded to Aaa (sf); previously on
October 2011 Upgraded to A2 (sf)

$25,000,000 Class D Fourth Priority Mezzanine Deferrable Floating
Rate Notes due 2018, Upgraded to A1 (sf); previously on October
2011 Upgraded to Baa2 (sf)

$20,000,000 Class E Fifth Priority Mezzanine Deferrable Floating
Rate Notes due 2018, Upgraded to Ba2 (sf); previously on October
2011 Upgraded to Ba3 (sf)

$3,000,000 Class II Combination Notes due 2018 (current rated
balance of $1,868,685), Upgraded to A3 (sf); previously on October
2011 Upgraded to Baa3 (sf)

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

$366,000,000 Class A First Priority Senior Secured Floating Rate
Notes due 2018 (current outstanding balance of $115,325,843),
Affirmed Aaa (sf); previously on October 13, 2011 Upgraded to Aaa
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in October 2011. Moody's notes that the Class A
Notes have been paid down by approximately 69% or $250.7 million
since the last rating action. Based on Moody's calculation using
information in the April 2013 trustee report, the Class A/B, Class
C, Class D, and Class E overcollateralization ratios are
currently164.9%, 136.8%, 119.2% and 108.1%, respectively, versus
October 2011 levels of 125.2%,116.6%,110.1% and 105.4%,
respectively.

Since the last rating action, the deal also benefited from a
decrease in the concentration of assets that mature after the
maturity date of the notes (i.e., long-dated assets). Based on
Moody's calculation, the deal currently has no exposure to long-
dated assets, compared to an exposure of 5.6% in October 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $225 million,
defaulted par of $14.3 million, a weighted average default
probability of 17.3% (implying a WARF of 2727), a weighted average
recovery rate upon default of 50.7%, and a diversity score of 40.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Gale Force 2 CLO, Ltd., issued in June 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. The methodology used in rating the Class II Combination
Notes was "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2182)

Class A: 0
Class B: 0
Class C: 0
Class D:+3
Class E +2
Class II:+2

Moody's Adjusted WARF + 20% (3272)

Class A: 0
Class B: 0
Class C: 0
Class D: -1
Class E: 0
Class II: -2

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.


GFCM LLC 2003-1: Moody's Affirms Ratings on Ten CMBS Classes
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ten classes of
GFCM, LLC, Commercial Mortgage Pass-Through Certificates, Series
2003-1 as follows:

Cl. A-4, Affirmed Aaa (sf); previously on Oct 17, 2003 Definitive
Rating Assigned Aaa (sf)

Cl. A-5, Affirmed Aaa (sf); previously on Oct 17, 2003 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Nov 28, 2007 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aa2 (sf); previously on Apr 19, 2012 Upgraded to
Aa2 (sf)

Cl. D, Affirmed A3 (sf); previously on Apr 19, 2012 Upgraded to A3
(sf)

Cl. E, Affirmed Baa3 (sf); previously on Oct 17, 2003 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed B1 (sf); previously on Jun 30, 2010 Downgraded to
B1 (sf)

Cl. G, Affirmed Caa2 (sf); previously on Jun 30, 2010 Downgraded
to Caa2 (sf)

Cl. H, Affirmed C (sf); previously on Jun 30, 2010 Downgraded to C
(sf)

Cl. X, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded to
Ba3 (sf)

Ratings Rationale:

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on its
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

The rating of the IO Class, Class X, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a base expected loss of 2.1% of the
current balance compared to 2.5% at last review. Moody's base
expected loss plus realized losses is now 1.0% of the original
pooled balance compared to 1.3% at last review. Depending on the
timing of loan payoffs and the severity and timing of losses from
specially serviced loans, the credit enhancement level for
investment grade classes could decline below the current levels.
If future performance materially declines, the expected level of
credit enhancement and the priority in the cash flow waterfall may
be insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class X was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee. The Interest-Only
Methodology was used for the rating of Class X.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 37 compared to 43 at last review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the March 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 16% to $262.6
million from $822.6 million at securitization. The Certificates
are collateralized by 98 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 41%
of the pool. No loans have defeased and there are no loans with
investment grade credit assessments.

Thirty-five loans, representing 27% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Five loans have been liquidated from the pool since securitization
resulting in an aggregate $2.9 million loss (10.9% loss severity
on average). One loan, representing less than 2% of the pool, is
in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans representing 2% of the pool. Moody's has
estimated a $1.6 million aggregate loss for the specially serviced
and troubled loans (12.5% expected loss overall).

Moody's was provided with full year 2011 and partial year 2012
operating results for 96% and 36% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 51% compared to 52% at last
review. Moody's net cash flow reflects a weighted average haircut
of 10.9% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 2.59X, respectively, compared to
1.49X and 2.44X, respectively, at last review. Moody's actual DSCR
is based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three performing conduit loans represent 21% of the pool
balance. The largest conduit loan is the Gateway Plaza I & II Loan
($23.6 million -- 9.0% of the pool), which consists of two cross-
collateralized and cross-defaulted loans secured by a 339,200
square foot (SF) power center located in Patchogue (Suffolk
County), New York. The loan matures in April 2023 and amortizes on
a 300-month schedule. The retail center is anchored by Bob's, Best
Buy, Marshall's and Home Goods. The property was 100% leased as of
December 2012, the same as at last review. Moody's LTV and
stressed DSCR are 57% and 1.76X, respectively, essentially the
same as at last review.

The second largest conduit loan is the Maryland Industrial Office
Portfolio Loan ($19.7 million -- 7.5% of the pool), which is
secured by nine industrial properties and one office building
located in Baltimore, Maryland. The portfolio totals 1.3 million
SF and was 80% leased as of June 2012 compared to 82% at last
review. The loan matures in February 2018 and fully amortizes on a
180-month schedule. Four of the properties are on the watchlist
due to a decrease in occupancy. Moody's LTV and stressed DSCR are
37% and 3.08X, respectively, compared to 42% and 2.7X at last
review.

The third largest loan is the Eastover Ridge Apartment & Brunswick
Office Loan ($11.8 million -- 4.5% of the pool), which consists of
two cross-collateralized and cross-defaulted loans secured by a
208-unit apartment complex (Eastover Ridge Apartments) and a
16,000 square feet medical office building (Brunswick Office)
located in Charlotte, North Carolina. The loan matures in
September 2027 and fully amortizes on a 300-month schedule. The
loan is currently on the watchlist due to declining DSCR, a result
of rental concessions offered since 2009. Moody's LTV and stressed
DSCR are 100% and 1.02X, respectively, compared to 104% and 0.99X
at last review.


GOLDMAN SACHS 2007-OA1: Moody's Cuts 2 RMBS Ratings to 'Ca'
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of two tranches
from a RMBS transaction backed by Option ARM loans, issued by
Goldman Sachs.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2007-OA1

Cl. 1A-1, Downgraded to Ca (sf); previously on Dec 14, 2010
Downgraded to Caa3 (sf)

Cl. 2A-1, Downgraded to Ca (sf); previously on Dec 14, 2010
Downgraded to Caa3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. These actions reflect the change in principal payments
and loss allocation to the senior bonds subsequent to
subordination depletion.

The methodologies used in this rating were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications and 2) small pool volatility

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) and an increased use of private modifications,
Moody's is extending its previous view that loan modifications
will only occur through the end of 2012. It is now assuming that
the loan modifications will continue at current levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Option ARM pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Option ARM pools, Moody's
first applies a baseline delinquency rate of 10% for 2005, 19% for
2006 and 21% for 2007. Once the loan count in a pool falls below
76, this rate of delinquency is increased by 1% for every loan
fewer than 76. For example, for a 2005 pool with 75 loans, the
adjusted rate of new delinquency is 10.1%. Further, to account for
the actual rate of delinquencies in a small pool, Moody's
multiplies the rate by a factor ranging from 0.20 to 2.0 for
current delinquencies that range from less than 2.5% to greater
than 50% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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.


GS MORTGAGE 2013-PEMB: S&P Assigns 'BB' Rating to Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to GS
Mortgage Securities Corp. Trust 2013-PEMB $260.0 million
commercial mortgage pass-through certificates Series 2013-PEMB.

The note issuance is a commercial mortgage-backed securities
transaction backed by one 12-year, $260 million commercial
mortgage loan secured by the fee interest in Pembroke Lakes Mall
and the accompanying leases, rent, and other income.  Pembroke
Lakes Mall is a 1.13 million-sq.-ft. regional mall located in
Pembroke Pines, Fla.  Of the total mall square footage,
743,096 sq. ft. will serve as the loan's collateral.

The ratings are based on information as of April 23, 2013.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties, and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties, and enforcement mechanisms in issuances of
similar securities.

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

        http://standardandpoorsdisclosure-17g7.com/1444.pdf

RATINGS LIST

Ratings Assigned

GS Mortgage Securities Corporation Trust 2013-PEMB

Class         Rating*              Amount (Mil. $)
A             AAA (sf)                     152.196
B             AA- (sf)                      33.822
C             A- (sf)                       25.366
D             BBB- (sf)                     31.116
E             BB (sf)                       17.500

* The issuer will issue the certificates to qualified
   institutional buyers in line with Rule 144A of the Securities
   Act of 1933.


GTP ACQUISITION: Fitch Assigns 'BB-' Rating to Cl. 2013-1F Certs
----------------------------------------------------------------
Fitch Ratings has assigned these ratings and Outlooks for GTP
Acquisition Partners I, LLC Secured Tower Revenue Notes, Global
Tower Series 2013-1C and 2013-1F transaction.

-- $190,000,000 class 2013-1C 'Asf'; Outlook Stable,
-- $55,000,000 class 2013-1F 'BB-sf'; Outlook Stable.

The 2013-1C class is pari passu with the 2011-1C and 2011-2C
classes and the 2013-1F class is pari passu with the 2011-2F
class.

The transaction is an issuance of notes backed by, among other
things, mortgages representing approximately 93% of the annualized
run rate (ARR) net cash flow (NCF) and guaranteed by the direct
parent of the issuer. Those guarantees are secured by a pledge and
first-priority-perfected security interest in 100% of the equity
interest of the issuer (which indirectly owns or leases 2,903
wireless communication sites). The direct parent of the issuer is
a special purpose entity.

KEY RATING DRIVERS

High Leverage: Fitch Ratings' NCF on the pool is $111.7 million,
implying a Fitch stressed debt service coverage ratio (DSCR) of
1.26x. The debt multiple relative to Fitch's NCF is 8.59x, which
equates to a debt yield of 11.6%.

Leases to Strong Tower Tenants: There are 6,721 wireless tenant
leases. Telephony tenants represent 91% of the annualized run rate
revenue (ARRR), and 56% of the ARRR is from investment-grade
tenants. AT&T (rated 'A' with a Negative Outlook by Fitch) is the
largest tenant, representing approximately 27% of ARRR. The tenant
leases have average annual escalators of approximately 3.5% and an
average final remaining term (including renewals) of 18 years.

Substantially All Active Towers Securitized: GTP has a highly
leveraged corporate structure with substantially all active
revenue-generating towers currently securitized in two different
trusts. GTP has outstanding debt of $250 million in the Global
Tower 2010 transaction which is secured by 1,352 wireless sites
and includes its own SPEs. The Global Tower 2011-1 and 2011-2
transactions have outstanding debt of $715 million and are secured
by the same 2,903 wireless sites that secure the 2013-1 issuance.
The 2011-1, 2011-2, and 2013-1 securitizations have no cross-
default provisions with the 2010-1 transaction or any other
corporate debt.

RATING SENSITIVITIES

Fitch performed several stress scenarios in which Fitch Ratings'
NCF was stressed. Fitch determined that a 61.6% reduction in Fitch
Ratings' NCF would cause the notes to break even at 1.0x DSCR on
an interest-only basis.

Fitch evaluated the sensitivity of the ratings for classes 2013-
1C, and a 10% decline in NCF would result in a one category
downgrade, while a 19% 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.


GTP TOWERS: Fitch Affirms 'BB-' Rating on $50MM Class F Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed the GTP commercial mortgage pass-
through certificates, series 2010-1 and revised the Outlook on
class F as follows:

-- $200,000,000 class C at 'A-sf'; Outlook Stable;
-- $50,000,000 class F at 'BB-sf'; Outlook to Stable
   from Positive.

KEY RATING DRIVERS

The affirmations are due to the stable performance of the
collateral since issuance with no significant changes to the
collateral composition. The Stable Outlook on class F reflects the
limited prospect for upgrades given the provision to issue
additional notes.

RATING SENSITIVITIES

The classes are expected to remain stable based on continued cash
flow growth due to annual rent escalations and automatic renewal
clauses resulting in higher debt service coverage ratios since
issuance. The ratings have been capped at 'A' due to the
specialized nature of the collateral and the potential for changes
in technology to affect long-term demand for wireless tower space.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 1,351 wireless communication
sites securing one fixed-rate loan. As of the March 2013
distribution date, the aggregate principal balance of the notes
remains unchanged at $250 million since issuance. The notes are
interest only until Feb. 15, 2015, the anticipated repayment date.

As part of its review, Fitch analyzed the collateral data and site
information provided by the master servicer, Midland Loan
Services. As of March 31, 2013, aggregate annualized run rate net
cash flow increased 36% since issuance to $44.2 million. The Fitch
stressed DSCR increased from 1.25x at issuance to 1.70x as a
result of the increase in net cash flow.

The tenant type concentration is stable. As of March 31, 2013,
total revenue contributed by telephony tenants was 92.8% compared
to 91.4% at issuance. Lease revenues from telephony tenants have
more stable income characteristics than other tenant types due to
the strong end-use customer demand for wireless services.

With the proposed merger between T-Mobile (12.6% of revenue) and
MetroPCS (7.1%) likely occurring in 2013, leases from those
tenants could experience churn if overlapping sites are
decommissioned. Also, T-Mobile and MetroPCS have publicly stated
that their merged capital structure will not be investment grade.
Fitch applied stresses to sites where T-Mobile and MetroPCS leases
are co-located and an additional stress for the downgrade to T-
Mobile. Given the low exposure to T-Mobile and MetroPCS, any of
the potential declines would be offset by the increase in net cash
flow and the resulting DSCR, debt yield and debt multiple would
remain consistent with the ratings for this securitization.


JP MORGAN 2006-FL2: Fitch Affirms 'Dsf' Rating on $17.1MM Certs
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings and maintained the Rating
Outlooks on all classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Series 2006-FL2.

Key Rating Drivers

Under Fitch's methodology, 100% of the pool is expected to default
in the base case stress scenario, defined as the 'B' stress;
however, modeled recoveries remain high. In this scenario, the
average cash flow decline is 9.3% from year-end 2012 or 2012
annualized cash flows, and the pooled losses modeled are 13.9%. In
its review, Fitch analyzed servicer-reported operating statements,
rent rolls, budgets and STAR reports, as well as updated property
valuations. Fitch estimates the average recoveries on the pooled
loans will be approximately 86.1% in the base case.

Rating Sensitivity

The bonds are expected to remain stable and no additional near-
term rating actions are expected. There are four loans remaining
in the pool, three of which are secured by office properties
(89.8%) and one by a hotel (10.2%). The remaining loans are near
or past their maturity dates: two loans (63.6%) have been modified
and the final maturity dates have been extended to July and
November of 2013, respectively. The other two loans (36.4%) had
passed their final maturity dates- one of which is in forbearance
that terminates in October 2013, while the other was transferred
to the special servicer in March 2013 as the borrower indicated
that the loan would not be paid off by the final forbearance date
(April 9, 2013).

The largest remaining loan, Marina Village (32.7%), is
collateralized by 31 office buildings totaling 1.1 million square
feet (sf) on 73 acres, located in a 205-acre master-planned
development in Alameda, CA, within the San Francisco Bay Area. The
property consists of low-rise and mid-rise office buildings
(collateral), a shopping center, a hotel, 178-unit residential
town-home community, and open space along the waterfront (with a
990-berth marina). The loan was modified in June 2011. Terms of
the modification included new final maturities in 2013, a minor
principal curtailment, cash flow sweep, and establishment of
reserves. As of December 2012, the occupancy at the property was
61%, compared to 62.5% at year-end 2011, 68.1% at year-end 2010
and 79.6% at issuance. The average rental rate at the property was
approximately $19.23 per square foot (psf), compared to $24.22 psf
at issuance. Fitch modeled significant losses in the base case,
reflecting a decline in value since issuance.

The second largest remaining loan, The RREEF Silicon Valley Office
Portfolio (30.9%), is currently collateralized by 12 office
properties, totaling 2.7 million sf, located in Silicon Valley in
northern California. The original debt stack included two fixed
rate A-notes, one floating rate pari passu note (securitized in
this transaction), as well as a floating rate B-note. The
collateral pool has been reduced significantly from 5.1 million sf
at issuance due to property releases. Proceeds from the property
releases were applied to pay down the principal balance on the
notes. The loan was modified in June 2011 and the maturity date
was extended to July 2013. Currently, approximately 34.1% of the
square footage is located in San Jose/Milpitas; 21.3% in Santa
Clara; 25% in Sunnyvale; and 19.6% in Mountain View.

The Hilton Los Cabos Beach & Golf Resort loan (10.2%) is secured
by a 327-room, full-service resort hotel in San Jose del Cabos,
Mexico. The loan was transferred to special servicing in January
2011 due to imminent default. A forbearance agreement was executed
in July 2011 and the maturity date was extended to April 2013. The
loan was transferred back to the special servicer in March 2013
due to imminent default. The servicer is currently negotiating
with the borrower on a workout resolution. Based on the November
2012 STAR report, the trailing 12 months (TTM) occupancy, ADR and
RevPar were 61.1%, $186.26, and $113.81, respectively, compared to
68.2%, $185.23, and $126 at origination. There were no modeled
losses based on the servicer provided year-end 2012 NOI.

Fitch has affirmed these ratings as indicated:

-- $161.5 million class A-2 at 'AAAsf'; Outlook Stable;
-- $19.4 million class B at 'AA+sf'; Outlook Stable;
-- $16.5 million class C at 'AAsf'; Outlook Stable;
-- $11.5 million class D at 'AA-sf'; Outlook Stable;
-- $12.9 million class E at 'Asf'; Outlook Stable;
-- $12.9 million class F at 'BBBsf'; Outlook Stable;
-- $11.5 million class G at BBB-sf; Outlook Stable;
-- $14.4 million class H at 'Bsf; Outlook Stable;
-- $14.4 million class J at 'CCCsf', RE 25%;
-- $13 million class K at 'CCCsf', RE 0%';
-- $17.1 million class L at 'Dsf/RE 0%'.

Classes A-1, LV-1, LV-2, and X-1 have paid in full. Class X-2 was
previously withdrawn.'


LANDMARK V CDO: Moody's Raises Rating on Cl. B-2L Notes to Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Landmark V CDO:

$22,500,000 Class A-3L Floating Rate Notes Due June 2017, Upgraded
to Aaa (sf); previously on June 22, 2012 Upgraded to Aa3 (sf);

$18,000,000 Class B-1L Floating Rate Notes Due June 2017, Upgraded
to A2 (sf); previously on June 22, 2012 Upgraded to Baa3 (sf);

$12,000,000 Class B-2L Floating Rate Notes Due June 2017 (Current
Outstanding Balance of $10,940,006), Upgraded to Ba2 (sf);
previously on August 15, 2011 Upgraded to Ba3 (sf).

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

$247,500,000 Class A-1L Floating Rate Notes Due 2017 (Current
Outstanding Balance of $67,692,583), Affirmed Aaa (sf); previously
on April 4, 2005 Assigned Aaa (sf),

$23,000,000 Class A-2L Floating Rate Notes Due June 2017, Affirmed
Aaa (sf); previously on June 22, 2012 Upgraded to Aaa (sf);

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in June 2012. Moody's notes that the Class A-1L
Notes have been paid down by approximately 52% or $75.8 million
since the last rating action. Based on the latest trustee report
dated March 22, 2013, the Senior Class A, Class A, Class B-1L and
Class B-2L overcollateralization ratios are reported at 169%,
135.4%, 116.8% and 107.8%, respectively, versus June 2012 levels
of 136%, 119.9%, 109.5% and 104.0%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $145 million,
defaulted par of $17 million, a weighted average default
probability of 16.83% (implying a WARF of 2812), a weighted
average recovery rate upon default of 49.5%, and a diversity score
of 47. The default and recovery properties of the collateral pool
are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Landmark V CDO, issued in March 2005, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2249)

Class A-1L: 0

Class A-2L: 0

Class A-3L: 0

Class B-1L: +3

Class B-2L: +1

Moody's Adjusted WARF + 20% (3374)

Class A-1L: 0

Class A-2L: 0

Class A-3L: 0

Class B-1L: -1

Class B-2L: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to 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) and the asset's current
market value.


LB-UBS 2001-C2: Fitch Affirms 'D' Rating on Class J Notes
---------------------------------------------------------
Fitch Ratings has downgraded one and affirmed nine classes of
LB-UBS Commercial Mortgage Trust 2001-C2 commercial mortgage pass-
through certificates.

Key Rating Drivers

The downgrade reflects the increasing pool concentration and
increased expected losses.

Fitch modeled losses of 17.5% of the remaining pool; expected
losses on the original pool balance total 5.9%, including losses
already incurred. The pool has experienced $63.1 million (4.8% of
the original pool balance) in realized losses to date. There are
four loans remaining in the pool, three of which are specially
serviced (22.8%).

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 93.8% to $81.7 million from
$1.3 billion at issuance. Interest shortfalls are currently
affecting classes H through Q.

The largest loan (77% of the pool) is a 1,168,681 square foot (sf)
mall located in Newark, CA. The loan has a long term trend of
declining performance partially due to lower rental rates for new
and renewing tenants as well as on-going concessions. The mall is
anchored by Sears, Macy's, Burlington Coat Factory, and JC Penny.
Occupancy declined in the first quarter of 2012 (1Q'12) after
Target, one of the previous anchors, vacated the property.

RATING SENSITIVITIES

The Negative Outlook on the class E through G notes reflects
concerns of the transaction's largest loan. While the loan
continues to perform, it has passed its anticipated repayment date
(ARD) and performance has been declining over the past few years.
As the loan could be the last remaining in the pool, further
deterioration in performance and possible cash flow issues could
lead to downgrades to these classes.

Fitch has downgraded the following class as indicated:

-- $23.1 million class H notes to 'CCCsf' from 'Bsf'; RE 80%.

Fitch has affirmed the following classes as indicated:

-- $12.9 million class E notes at 'AAAsf'; Outlook to Negative
   from Stable;

-- $19.8 million class F notes at 'AA-sf'; Outlook to Negative
   from Stable;

-- $16.5 million class G notes at 'BBBsf'; Outlook to Negative
   from Stable;

-- $9.4 million class J notes at 'Dsf'; RE 0%;

-- Class K notes at 'Dsf'; RE 0%;

-- Class L notes at 'Dsf'; RE 0%;

-- Class M notes at 'Dsf'; RE 0%;

-- Class N notes at 'Dsf'; RE 0%;

-- Class P notes at 'Dsf'; RE 0%.

Fitch does not rate the class Q notes and previously withdrew the
ratings on the X notes. Classes A-1, A-2, B, C, and D notes have
paid in full.


MAYPORT CLO: Moody's Lifts Rating on Class B-1L Notes From Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Mayport CLO Ltd.:

$26,000,000 Class A-2L Floating Rate Notes Due February 22, 2020,
Upgraded to Aaa (sf); previously on August 22, 2011 Upgraded to
Aa2 (sf)

$25,000,000 Class A-3L Deferrable Floating Rate Notes Due February
22, 2020, Upgraded to A1 (sf); previously on August 22, 2011
Upgraded to A3 (sf)

$19,500,000 Class B-1L Floating Rate Notes Due February 22, 2020,
Upgraded to Baa3 (sf); previously on August 22, 2011 Upgraded to
Ba1 (sf)

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

$250,000,000 Class A-1L Floating Rate Notes Due February 22, 2020
(current outstanding balance of $244,157,923), Affirmed Aaa (sf);
previously on August 22, 2011 Upgraded to Aaa (sf)

$60,000,000 Class A-1LV Floating Rate Revolving Notes Due February
22, 2020 (current outstanding balance of $58,597,901), Affirmed
Aaa (sf); previously on August 22, 2011 Upgraded to Aaa (sf)

$20,000,000 Class B-2L Floating Rate Notes Due February 22, 2020
(current outstanding balance of $19,262,292), Affirmed Ba3 (sf);
previously on August 22, 2011 Upgraded to Ba3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
primarily reflect the deleveraging of the senior notes that are
expected to occur on the next payment date, after the transaction
ended its reinvestment period in February 2013. Based on the March
2013 trustee report, the balance in the principal collection
account totals $53.6 million. Moody's expects this amount to be
used to pay down the Class A-1L and A-1LV notes on the next
payment date in May 2013, which will improve the
overcollateralization ratios for the notes.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $390.7 million,
defaulted par of $15.7 million, a weighted average default
probability of 17.03% (implying a WARF of 2534), a weighted
average recovery rate upon default of 51.57%, and a diversity
score of 53. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Mayport CLO Ltd., issued in December 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2027)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: +3

Class B-1L: +3

Class B-2L: +1

Moody's Adjusted WARF + 20% (3041)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: -1

Class A-3L: -2

Class B-1L: -1

Class B-2L: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.


MERRILL LYNCH 1998-C1: Moody's Keeps Ratings on 7 CTL Classes
-------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of seven
classes of Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-
Through Certificates, Series 1998-C1-CTL as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Oct 5, 1999 Confirmed at
Aaa (sf)

Cl. A-PO, Affirmed Aaa (sf); previously on Oct 5, 1999 Confirmed
at Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Jan 28, 2011 Upgraded to
Aaa (sf)

Cl. C, Affirmed A2 (sf); previously on May 4, 2012 Upgraded to A2
(sf)

Cl. D, Affirmed Ba1 (sf); previously on May 4, 2012 Upgraded to
Ba1 (sf)

Cl. E, Affirmed B3 (sf); previously on Jul 23, 2009 Downgraded to
B3 (sf)

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

Ratings Rationale:

The affirmations of the principal classes are due to the stable
credit quality of the corporate tenants leasing the real estate
collateral supporting the CTL loans. The rating of the IO Class,
Class IO, is consistent with the expected credit performance of
its referenced classes and thus is affirmed.

The bottom-dollar weighted average rating factor (WARF) for this
pool is 2,822 compared to 3,200 at last review. WARF is a measure
of the overall quality of a pool of diverse credits. The bottom-
dollar WARF is a measure of the default probability within the
pool. The WARF may change over time based on the ratings or credit
assesments of corporate credits supporting the loans. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments..

In rating this transaction, Moody's used its credit-tenant lease
(CTL) financing methodology approach (CTL approach) . Under
Moody's CTL approach, the rating of the CTL component is primarily
based on the senior unsecured debt rating (or the corporate family
rating) of the tenant, usually an investment grade rated company,
leasing the real estate collateral supporting the bonds. This
tenant's credit rating is the key factor in determining the
probability of default on the underlying lease. The lease
generally is "bondable", which means it is an absolute net lease,
yielding fixed rent paid to the trust through a lock-box,
sufficient under all circumstances to pay in full all interest and
principal of the loan. The leased property should be owned by a
bankruptcy-remote, special purpose borrower, which grants a first
lien mortgage and assignment of rents to the securitization trust.
The dark value of the collateral, which assumes the property is
vacant or "dark", is then examined to determine a recovery rate
upon a loan's default. Moody's also considers the overall
structure and legal integrity of the transaction. For deals that
include a pool of credit tenant loans, Moody's currently uses a
Gaussian copula model, incorporated in its public CDO rating model
CDOROMv2.8-9 to generate a portfolio loss distribution to assess
the ratings.

The methodology used in rating Class IO was "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the CMBS IO calculator
ver1.1, which uses the following inputs to calculate the proposed
IO rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type as defined in the
published methodology. The calculator then returns a calculated IO
rating based on both a target and mid-point. For example, a target
rating basis for a Baa3 (sf) rating is a 610 rating factor. The
midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the
simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf)
rating factor of 940). If the calculated IO rating factor is 700,
the CMBS IO calculator ver1.1 would provide both a Baa3 (sf) and
Ba1 (sf) IO indication for consideration by the rating committee.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 4, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 58% to $262.8
million from $630.4 million at securitization. The Certificates
are collateralized by 84 mortgage loans ranging in size from less
than 1% to 17% of the pool, with the top ten non-defeased loans
representing 37% of the pool. Seventy-four of the loans are CTL
loans secured by properties leased to ten corporate credits. Ten
loans, representing 27% of the pool, have defeased and are
collateralized with U.S. Government securities.

Twenty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $37.8 million (56% loss severity on
average). Due to realized losses, Classes G, H, J and K have been
eliminated entirely and Class F has experienced a 37% principal
loss.

There are no loans on the master servicer's watchlist or in
special servicing.

The pool's largest exposures are Rite Aid Corporation ($73.9
million - 28% of the pool balance; Moody's senior unsecured rating
Caa2 - stable outlook), Georgia Power Company ($45.9 million -
17%; Moody's senior unsecured rating A3 - stable outlook) and
Kroger Co. ($23.6 million -- 9%; Moody's senior unsecured rating
Baa2 -- stable outlook). Approximately 79% of the pool, excluding
defeased loans, are publicly rated by Moody's.


MERRILL LYNCH 2004-KEY2: Moody's Keeps Ratings on 12 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of
Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-KEY2:

Cl. A-1A, Affirmed Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Mar 9, 2011 Confirmed at
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Mar 9, 2011 Confirmed at
Aaa (sf)

Cl. B, Affirmed Aa3 (sf); previously on Sep 9, 2010 Downgraded to
Aa3 (sf)

Cl. C, Affirmed A3 (sf); previously on Sep 9, 2010 Downgraded to
A3 (sf)

Cl. D, Affirmed Ba1 (sf); previously on Apr 19, 2012 Downgraded to
Ba1 (sf)

Cl. E, Affirmed B3 (sf); previously on Apr 19, 2012 Downgraded to
B3 (sf)

Cl. F, Affirmed Caa2 (sf); previously on Apr 19, 2012 Downgraded
to Caa2 (sf)

Cl. G, Affirmed Caa3 (sf); previously on Apr 19, 2012 Downgraded
to Caa3 (sf)

Cl. H, Affirmed C (sf); previously on Apr 19, 2012 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Apr 19, 2012 Downgraded to C
(sf)

Cl. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Ratings Rationale:

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.

The rating of the IO Class, Class XC, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a base expected loss of 6.7% of the
current balance compared to 5.8% at last review. Moody's base
expected loss plus realized losses is 7.7% of the original
securitized balance, up from 7.3% at last review. Depending on the
timing of loan payoffs and the severity and timing of losses from
specially serviced loans, the credit enhancement level for rated
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class XC was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 36 compared to 29 at Moody's prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the April 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to $631.3
million from $1.1 billion at securitization. The Certificates are
collateralized by 91 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten non-defeased loans
representing 34% of the pool. Nine loans, representing 16% of the
pool, have defeased and are secured by U.S. Government securities.

Twenty-four loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Fourteen loans have been liquidated from the pool, resulting in a
realized loss of $43.2 million (39% loss severity on average).
Currently five loans, representing 10% of the pool, are in special
servicing. The largest specially serviced loan is the 150 & 200
Meadowlands Parkway Loan ($21.0 million --3.3% of the pool), which
is secured by a 211,960 square foot (SF) Class B office building
located in Secaucus, New Jersey. The loan transferred to special
servicing in February 2012 due to imminent default due to cash
flow issues from upcoming expiring leases that were not expected
to renew. As of September 2012, the property was 43% leased
compared to 63% at Moody's prior review. Foreclosure was filed on
August 24, 2012.

The second largest specially serviced loan is the Castaic Village
Shopping Center Loan ($17.8 million -- 2.8% of the pool), which is
secured by a 122,970 SF grocery anchored shopping center located
in Castaic, California. The loan was transferred to special
servicing in November 2010 due to imminent payment default due to
insufficient cash flow issues. Modification discussions with the
borrower were unsuccessful and a deed-in-lieu was subsequently
completed on March 29, 2012. As of February 2013, the property was
83% leased compared to 87% at the prior review.

The third largest specially serviced loan is the West River
Shopping Center Loan ($17.0 million -- 2.7% of the pool), which is
secured by a 291,330 SF retail shopping center located in
Farmington Hills, Michigan. The loan transferred to special
servicing in May 2012 as the result of imminent default. The
largest tenants at the property include Target Corporation (36% of
the net rentable area (NRA); lease expiration January 2030) and
Dipson's Theatres (11% of the NRA; lease expiration July 2014). As
of July 2012, the property was 70% leased.

Moody's estimates an aggregate $25.7 million loss for the
specially serviced loans (42% expected loss on average).

Moody's has assumed a high default probability for six poorly
performing loans representing 6% of the pool and has estimated an
aggregate $6.1 million loss (35% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and 2012 operating
results for 95% and 97% of the pool respectively. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 82%, the same as at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 11% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.56X and 1.28X, respectively, compared to
1.36X and 1.24X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 16% of the pool. The largest
loan is the 1900 Ocean Apartments Loan ($41.8 million -- 6.6% of
the pool), which is secured by a 266 unit high-rise multifamily
property located in Long Beach, California. The property was built
in 1966 and renovated in 2004. As of December 2012, the property
was 96% leased compared to 93% at the prior review. Moody's LTV
and stressed DSCR are 85% and 0.99X, respectively, compared to 91%
and 0.92X at last review.

The second largest loan is the U-Haul Portfolio Loan ($41.6
million -- 6.6% of the pool), which is secured by two cross
collateralized and cross defaulted loans secured by 34 U-Haul
self-storage and moving centers located across 18 states. The
portfolio contains a combined 1.53 million SF of storage space in
15,052 units. As of December 2012, the portfolio was 76% leased
compared to 75% at the prior review. The loan is stable and
benefiting from amortization. Moody's LTV and stressed DSCR are
65% and 1.58X, respectively, compared to 68% and 1.52X at last
review.

The third largest loan is the West Chester Commons Loan ($18.9
million -- 3.0% of the pool), which is secured by a 128 unit off-
campus student housing property located in West Chester,
Pennsylvania. The property was built in 2004 and serves as off-
campus housing for students enrolled at West Chester University.
As of September 2012, the property was 100% leased compared to 99%
at the prior review. Moody's LTV and stressed DSCR are 76% and
1.21X, respectively, compared to 86% and 1.06X at last review.


MERRILL LYNCH 2005-MCP1: Moody's Keeps Ratings on 16 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Merrill Lynch Mortgage Trust 2005-MCP1, Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Jul 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Jul 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jul 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. AM, Affirmed Aaa (sf); previously on Oct 21, 2010 Confirmed at
Aaa (sf)

Cl. AJ, Affirmed A2 (sf); previously on Oct 21, 2010 Downgraded to
A2 (sf)

Cl. XP, Affirmed Aaa (sf); previously on Jul 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. B, Affirmed Baa1 (sf); previously on Oct 21, 2010 Downgraded
to Baa1 (sf)

Cl. C, Affirmed Baa3 (sf); previously on Oct 21, 2010 Downgraded
to Baa3 (sf)

Cl. D, Affirmed Ba3 (sf); previously on Oct 21, 2010 Downgraded to
Ba3 (sf)

Cl. E, Affirmed B3 (sf); previously on Oct 21, 2010 Downgraded to
B3 (sf)

Cl. F, Affirmed Caa1 (sf); previously on Oct 21, 2010 Downgraded
to Caa1 (sf)

Cl. G, Affirmed Caa3 (sf); previously on Oct 21, 2010 Downgraded
to Caa3 (sf)

Cl. H, Affirmed C (sf); previously on Oct 21, 2010 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Oct 21, 2010 Downgraded to C
(sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Jul 27, 2005 Definitive
Rating Assigned Aaa (sf)

Ratings Rationale:

The affirmations for the 14 principal and interest bonds are due
to key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed DSCR and the Herfindahl Index (Herf), remaining
within acceptable ranges. Based on Moody's current base expected
loss, the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

The ratings of the two IO classes, Cl. XP and Cl. XC, are
consistent with the expected credit performance of their
referenced classes and thus are affirmed.

Moody's rating action reflects a base expected loss of 5.2% of the
current balance, which is the same as at last review. Moody's
based expected plus realized losses is now 6.8% of the original
balance compared to 6.9% at last review.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Cl. XP and Cl. XC
was "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

CMBS Conduit Model v 2.62 includes an IO calculator, which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 26 compared to 30 at Moody's prior review.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 27, 2012.

Deal Performance:

As of the April 12, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 32% to $1.2
billion from $1.7 billion at securitization. The Certificates are
collateralized by 89 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans representing 47% of
the pool. Six loans, representing 8% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
The pool does not contain any loans with credit assessments.

Nineteen loans, representing 19% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eleven loans have been liquidated at a loss from the pool,
resulting in an aggregate realized loss of $57 million (44%
average loss severity). Four loans, representing 3% of the pool,
are currently in special servicing. The largest specially serviced
loan is the Missouri Falls Loan ($18 million -- 1.5% of the pool),
which is secured by a 188,000 square foot (SF) office property
located in Phoenix, Arizona. The loan transferred to special
servicing in December 2012 due to imminent default. CSK Auto,
previously the property's largest tenant, vacated the 68% of net
rentable area (NRA) that it leased at its 2012 lease expiration.
The property is only 9% leased as of December 2012. The servicer
has recognized an $8 million appraisal reduction for this loan.

The servicer has recognized an aggregate $16 million appraisal
reduction for the four specially serviced loans. Moody's estimates
a $19 million loss (50% average loss severity) for the specially
serviced loans.

Moody's assumed a high default probability for nine poorly
performing loans representing 5% of the pool and estimates an $8
million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial or full year
2012 operating results for 95% and 86% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 100%
compared to 98% at Moody's prior review. The conduit portion of
the pool excludes specially serviced, troubled and defeased loans.
Moody's net cash flow reflects a weighted average haircut of 6% to
the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.40X and 1.09X,
respectively, compared to 1.42X and 1.10X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 25% of the pool. The largest
loan is the 711 Third Avenue Loan ($120 million -- 10.2% of the
pool), which is secured by a leasehold interest in a 551,000 SF
Class B office building located in the Grand Central submarket of
New York City. The property was 87% leased as of January 2013
compared to 85% as of December 2011. Although 2012 revenue
increased, the property's annual ground rent payment increased by
$2.3 million, which led to a slight decline in performance.
Moody's LTV and stressed DSCR are 125% and 0.78X, respectively,
compared to 113% and 0.86X at last review.

The second largest loan is the Queen Ka'ahumanu Center Loan ($90
million -- 7.6% of the pool), which is secured by the borrower's
interest in a 557,000 SF regional mall and a small adjacent office
building located in Kahului, Hawaii. The mall is anchored by
Macy's and Sears. In-line occupancy increased to 89% at 2012 year
end from 88% at 2011 year end. The loan's original maturity date
was extended to June 2013 from June 2010. The loan is currently on
the watchlist for upcoming loan maturity and the master servicer
is considering another loan extension. Moody's LTV and stressed
DSCR are 120% and 0.77X, respectively, compared to 112% and 0.82X
at last review.

The third largest conduit loan is the ACP Woodland Park I Loan
($85 million -- 7.2%), which is secured by three office buildings
totaling 479,000 SF and located in Herndon, Virginia. The
portfolio was 92% leased as of March 2013 compared to 95% at 2011
year end. An increase in rent income and a decline in the
operating expense ratio caused property performance to improve.
Moody's LTV and stressed DSCR are 96% and 1.04X, respectively,
compared to 101% and 0.99X at last review.


MORGAN STANLEY 2000-LIFE1: Fitch Affirms D Rating on Class L Certs
------------------------------------------------------------------
Fitch Ratings has affirmed four classes of Morgan Stanley Dean
Witter Capital I Inc.'s commercial mortgage pass-through
certificates, series 2000-LIFE1.

KEY RATING DRIVERS

The affirmations are due to sufficient credit enhancement after
consideration for expected losses from the specially serviced
loan. The pool is concentrated, with only five loans remaining.
There is currently one specially serviced loan (72.4%) in the
pool.

RATINGS SENSITIVITY

Concerns surrounding asset concentration of the remaining loans
within the pool is a contributing factor for not upgrading class
H. The rating on class J represents the likelihood of imminent
losses, with the remaining classes reflecting realized losses
already incurred.

As of the March 2013 distribution date, the pool's certificate
balance has been reduced by 97.9% (including 4.6% in realized
losses) to $14.1 million from $689 million at issuance. Interest
shortfalls are affecting classes K through M.

The specially serviced loan (52.5%) is secured by 136,213 square
foot office building located in Columbus, OH. The loan was
transferred to special servicing in January 2011 due to maturity
default. The special servicer is pursuing foreclosure. An updated
appraisal is expected in the next few days.

Fitch affirms the following classes as indicated:

-- $6.3 million class H at 'CCCsf'; RE 100%;
-- $6.9 million class J at 'Csf'; RE 65%;
-- $0.9 million class K at 'Dsf'; RE 0%;
-- Class L at 'Dsf'; RE 0%.

Classes A-1, A-2 and B through F have paid in full. Fitch does not
rate classes G or M. The rating on class X has previously been
withdrawn.


MORGAN STANLEY 2006-XLF: Moody's Affirms Caa2 Rating on X-1 Secs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of one notional
interest only class of Morgan Stanley Capital I Inc. Commercial
Pass-Through Certificates, Series 2006-XLF. Moody's rating action
is as follows:

Cl. X-1, Affirmed Caa2 (sf); previously on February 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale:

The rating of the interest-only class is consistent with the
expected credit performance of its referenced classes and thus is
affirmed. The one loan remaining in this transaction is the
ResortQuest Kauai Loan which is secured by a 307-key full service
hotel in Kauai, Hawaii.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000, and "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations. The model
incorporates the CMBS IO calculator ver1.1, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; 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. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator would provide both a Baa3
(sf) and Ba1 (sf) IO indication for consideration by the rating
committee.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated August 16, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction's
trust aggregate certificate pooled balance has decreased by 98% to
$34.0 million from $1.6 billion at securitization. The
Certificates are collateralized by a single mortgage loan. Since
last review, the Lafayette Estates Loan paid off.

Moody's does not rate the remaining pooled principal classes.
Moody's does rate the notional interest only Class X-1.

The pool has experienced $41.1 million of losses to date and has
interest shortfalls totaling $1.4 million as of the March 2013
distribution date. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs) and extraordinary trust
expenses.

Currently the remaining loan, the ResortQuest Kauai Loan ($34
million pooled balance and $4 million non-pooled balance), is in
special servicing. The loan is secured by a 307-key full service
hotel located in Kauai, Hawaii. This loan transferred to special
servicing in January of 2009 due to imminent default. In October
of 2010, the loan was modified and extended through November 2015.
The hotel has been reflagged and is being operated by a Marriott
Courtyard franchise. For year-end 2012, Revenue per Available Room
was $70.36, up 64% from year end 2011. However, the hotel received
storm damage in March 2012 prior to the expected return to the
master servicer and is currently working on repairing the damage.
Once insurance claims are resolved, the loan is expected to return
to the master servicer. The loan is current. The non-pooled
component secures the rake Class RQK. Moody's loan to value (LTV)
ratio is over 100% on this loan. Moody's credit assessment is
Caa1, the same as last review.


MORGAN STANLEY 2007-HQ13: Fitch Affirms 'D' Rating on Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of Morgan Stanley Capital I Trust 2007-HQ13
(MSCI 2007-HQ13) commercial mortgage pass-through certificates. In
addition, Fitch has affirmed 11 classes of the transaction.

KEY RATING DRIVERS

The downgrades to classes A-1A, A-2, and A-3 reflect the expected
reduction in credit enhancement as well as partial interest
shortfalls impacting these classes as a result of the master
servicer's recoupment of non-recoverable advances on the Piers at
Caesars loan (10.8% of the pool). According to Fitch's global
criteria for rating caps, Fitch will not assign or maintain
'AAAsf' or 'AAsf' ratings for notes that are experiencing interest
shortfalls or deferrals, even if permitted under the terms of the
documents (for more information please see the full report titled
'Criteria for Rating Caps in Global Structured Finance
Transactions', dated Aug. 2, 2012, at www.fitchratings.com).

In addition to the partial interest shortfalls, based on current
loss expectations on loans in special servicing, the erosion of
credit enhancement will be significant upon the disposition of
these assets. An increase in expected losses is primarily due to
updated property valuations on the specially serviced loans. Fitch
modeled losses of 19.2% of the remaining pool; expected losses on
the original pool balance total 20.8%, including losses already
incurred. The pool has experienced $73.3 million (7.1% of the
original pool balance) in realized losses to date. Fitch has
designated 16 loans (33%) as Fitch Loans of Concern, which
includes seven specially serviced assets (22.3%).

RATING SENSITIVITIES

The assignment of a Negative Rating Outlook to classes A-1A, A-2,
and A-3 reflects the uncertainty surrounding ultimate resolution
of the larger specially serviced assets. Additional downgrades to
the distressed classes (those rated below 'B') are expected as
losses are realized.

As of the March 2013 distribution date, the pool's aggregate
principal balance has been reduced by 28.6% to $742.4 million from
$1.0 billion at issuance. Partial interest shortfalls are
currently affecting classes A-1A through A-3; meanwhile the
remaining classes are experiencing full interest shortfalls.
Fitch expects a complete loss upon disposition of the Piers at
Caesars loan. The loan consists of a 303,788 square feet regional
shopping center located on the boardwalk in front of Caesars in
Atlantic, NJ. The loan transferred to the special servicer in
October 2009 for payment default and was foreclosed upon by the
trust in October 2011. The property has suffered from multiple
appraisal reductions, most recently in January 2013. The master
servicer has indicated it plans to withhold all principal and a
portion of the interest proceeds until approximately $7.5 million
of advances relating to this loan is recovered.

The second-largest contributor to modeled losses is a 217,639 sf
mixed use property in Atlanta. GA (7%). The property has
experienced a significant decline in occupancy over the past two
years due to market conditions. Recently, the value of the
property was appraised for significantly below the outstanding
loan amount.

Fitch has downgraded, removed the Rating Watch Negative, and
assigned Rating Outlooks to the following classes, as indicated:

-- $115.9 million class A-1A notes to 'Asf' from 'AAAsf';
   Outlook Negative;

-- $53.5 million class A-2 notes to 'Asf' from 'AAAsf';
   Outlook Negative;

-- $334.5 million class A-3 notes to 'Asf' from 'AAAsf';
   Outlook Negative; --$103.9 million class A-M notes to
   'CCCsf' from 'BBB-sf'; RE 95%;

Fitch has affirmed the following classes as indicated:

-- $72.8 million class A-J notes at 'Csf'; RE 0%;
-- $18.2 million class B notes at 'Csf'; RE 0%;
-- $11.7 million class C notes at 'Csf'; RE 0%;
-- $16.9 million class D notes at 'Csf'; RE 0%;
-- $12.9 million class E notes at 'Csf'; RE 0%;
-- $2.1 million class F notes at 'Dsf'; RE 0%;
-- $0 class G notes at 'Dsf'; RE 0%;
-- $0 class H notes at 'Dsf'; RE 0%;
-- $0 class J notes at 'Dsf'; RE 0%;
-- $0 class K notes at 'Dsf'; RE 0%;
-- $0 class L notes at 'Dsf'; RE 0%.

Class A-1 has repaid in full. Fitch previously withdrew the rating
on the class X notes.


MT. WILSON: Moody's Affirms Ba2 Rating on $6.9-Mil. Class E Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Mt. Wilson CLO, Ltd.:

$8,900,000 Class B Floating Rate Senior Secured Notes Due July 15,
2018, Upgraded to Aaa (sf); previously on June 13, 2012 Upgraded
to Aa1 (sf);

$22,200,000 Class C Floating Rate Deferrable Interest Notes Due
July 15, 2018, Upgraded to Aa3 (sf); previously on June 13, 2012
Upgraded to A2 (sf).

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

$227,600,000 Class A Floating Rate Senior Secured Notes July 15,
2018 (current outstanding balance of $91,472,072.26), Affirmed Aaa
(sf); previously on June 13, 2012 Upgraded to Aaa (sf);

$16,900,000 Class D Floating Rate Deferrable Interest Notes Due
July 15, 2018, Affirmed Ba1 (sf); previously on June 13, 2012
Upgraded to Ba1 (sf);

$6,900,000 Class E Floating Rate Deferrable Interest Notes Due
July 15, 2018, Affirmed Ba2 (sf); previously on June 13, 2012
Upgraded to Ba2 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in June 2012. Moody's notes that the Class A
Notes have been paid down by approximately 58.7% or $130.1 million
since the last rating action. Based on the latest trustee report
dated April 4, 2013, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 138.6%, 121.2%,
110.6% and106.8%, respectively, versus May 2013 levels of 126.5%,
115.4%, 108.1% and 105.4%, respectively. Moody's notes the
reported April overcollateralization ratios do not reflect the
April 15, 2013 payment of $54.3 million to the Class A Notes.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculations, securities that mature
after the maturity date of the notes currently make up
approximately 4.0% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity. Notwithstanding
the increase in the overcollateralization ratio of the Class E
Notes, Moody's affirmed the rating of the Class E Notes due to the
market risk posed by the exposure to these long-dated assets.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $152.0 million,
defaulted par of $9.7 million, a weighted average default
probability of 16.93% (implying a WARF of 2620), a weighted
average recovery rate upon default of 50.35%, and a diversity
score of 33. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Mt. Wilson CLO, Ltd., issued in May 2006, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2096)

Class A: 0
Class B: 0
Class C: +2
Class D: +2
Class E: +1

Moody's Adjusted WARF + 20% (3144)

Class A: 0
Class B: 0
Class C: -1
Class D: -1
Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to 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) and the asset's current
market value. In consideration of the deal's exposure to long-
dated assets, which increases its sensitivity to the liquidation
assumptions used in the rating analysis, Moody's ran different
scenarios considering a range of liquidation value assumptions.
However, actual long-dated asset exposure and prevailing market
prices and conditions at the CLO's maturity will drive the extent
of the deal's realized losses, if any, from long-dated assets.


PASADENA CDO: Moody's Cuts Rating on Class C Notes to 'C'
---------------------------------------------------------
Moody's Investors Service has taken actions on the following notes
issued by Pasadena CDO Ltd.:

  $387,000,000 Class A Floating Rate Notes Due June 21, 2037
  (current outstanding balance of $13,600,424), Upgraded to Aaa
  (sf); previously on October 26, 2012 Upgraded to Aa2 (sf);

  $26,500,000 Class C Floating Rate Notes Due June 21, 2037
  (current outstanding balance of $29,887,257), Downgraded to C
  (sf); previously on February 26, 2009 Downgraded to Ca (sf).

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

  $66,500,000 Class B Floating Rate Notes Due June 21, 2037,
  Affirmed Caa3 (sf); previously on September 25, 2009 Downgraded
  to Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating action taken on the Class A Notes
is primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in October 2012. Moody's notes that the Class A
Notes have been paid down by approximately $13.4 million or 50%
since the last rating action. Based on the latest trustee report
dated March 31, 2013, the Class A overcollateralization ratio is
reported at 484.71% versus September 2012 levels of 286.46%.
Additionally, the hedge notional amount has decreased
substantially since the last rating action. In the current
interest rate environment, the hedge notional reduction is a
benefit to the deal due to the large basket of fixed rate assets
and only floating rate liabilities.

With respect to the rating action taken on the Class C Notes,
Moody's noted that the trustee reported Class C
overcollateralization ratio has decreased to 59.94% from 62.96%
since the last rating action. Moreover, due to the failure of the
Class B overcollateralization test, excess interest is being
diverted to pay down the Class A Notes, and as a result, interest
on the Class C Notes continues to be deferred (the total interest
shortfall has accrued to $3,387,257, as reported in the March 2013
trustee report).

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Pasadena CDO Ltd., issued in June 2002, is a collateralized debt
obligation backed primarily by a portfolio of RMBS and other types
of asset backed securities (ABS) originated from 1997 to 2005.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model. The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exists a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios. Results are shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss, assuming
that all other factors are held equal:

Moody's below investment-grade assets notched up by 2 rating
notches (WARF of 441):

Class A: 0
Class B: 0
Class C: 0

Moody's below investment-grade assets notched down by 2 rating
notches (WARF of 1018)

Class A: 0
Class B: -1
Class C: 0


PORTER SQUARE II: Moody's Cuts Rating on $41MM Sr. Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded the rating of the following
notes issued by Porter Square CDO II, Ltd.:

$65,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2040
(current outstanding balance of $40,858,007), Downgraded to Ca
(sf); previously on February 24, 2009 Downgraded to Caa3 (sf).

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

$23,500,000 Class B Senior Secured Floating Rate Notes Due 2040,
Affirmed C (sf); previously on February 24, 2009 Downgraded to C
(sf);

$10,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes Due 2040 (current outstanding balance of $11,406,019),
Affirmed C (sf); previously on February 24, 2009 Downgraded to C
(sf);

$9,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes Due 2040, (current outstanding balance of $10,534,309),
Affirmed C (sf); previously on November 25, 2008 Downgraded to C
(sf);

$17,000,000 Preference Shares, Affirmed C (sf); previously on
November 25, 2008 Downgraded to C (sf).

Ratings Rationale:

According to Moody's, the rating downgrade is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through a decrease in the
transaction's overcollateralization ratios. Based on the latest
trustee report dated February 2013, the Class A/B, Class C and
Class D overcollateralization ratios are reported at 19.97%,
16.96% and 14.89%, respectively; versus a January 2009 level of
91.10%, 82.26% and 75.93%, respectively.

As reported by the trustee, on June 30, 2011 the transaction
experienced an "Event of Default" caused by a failure of the
overcollateralization ratio with respect to the Class A Notes to
be at least equal to 100%, as required under Section 5.1(i) of the
indenture dated October 27, 2004. Holders of at least 50% of the
controlling class have also directed the trustee to declare the
notes to be immediately due and payable. This Event of Default is
continuing.

Porter Square CDO II, Ltd., issued in October 2004, is a
collateralized debt obligation backed primarily by a portfolio of
residential mortgage backed securities ("RMBS") and other types of
assets backed securities ("ABS").

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

The deal's ratings are not expected to be sensitive to the typical
range of changes (plus or minus two rating notches on Caa-rated
assets) in the rating quality of the collateral that Moody's
tests, and no sensitivity analysis was performed.


PROSPECT FUNDING: S&P Withdraws 'CCC' Rating on 1 Note Tranche
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on three
tranches from two U.S. market value collateralized debt
obligations (CDOs).

S&P withdrew these ratings following the complete paydowns of the
classes on their redemption dates.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Withdrawn

Prospect Funding I LLC
               Rating
Class        To     From
A-2          NR     A- (sf)
SecCredAgr   NR     CCC (sf)

GoldenTree Credit Opportunities Second Financing Ltd.
               Rating
Class        To     From
A-1          NR     AAA (sf)

NR--Not rated.


RACERS 2004-13-E: S&P Raises Rating on Class Note From 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Restructured Asset Certificates with Enhanced Returns (RACERS)
Series 2004-13-E Trust, a repack transaction arranged by ZAIS
Group LLC, to 'BBB- (sf)' from 'CCC+ (sf)'.  At the same time,
Standard & Poor's removed this rating from CreditWatch, where it
was placed with positive implications on Feb. 22, 2013.

The repack transaction is collateralized by:

   -- A certificate representing $45.22 million of the Class B
      floating-rate notes from SFA CABS II CDO.

   -- A $50 million zero-coupon synthetic collateralized debt
      obligation (CDO) transaction arranged by Citigroup Global
      Markets Ltd.

   -- $7.14 million of cash deposited in a reserve account.

The upgrade reflects the increase in credit support from the
reserve account.  The reserve account balance was $7.14 million in
March 2013 compared with $2.76 million in February 2012.

The RACERS Series 2004-13-E Trust is structured such that all
payments made to the Class B notes from SFA CABS II CDO are
deposited into the reserve account.  This reserve account is
designed to cover the interest payment due to the repackaged trust
certificates.

The Class B notes are currently the most senior notes outstanding
in SFA CABS II CDO.  The interest and principal paid to the Class
B notes have been greater than the interest due to the repackaged
trust certificates on the recent payment dates.  As a result, the
reserve account increased by the excess.

The principal component backing the RACERS Series 2004-13-E Trust
is a $50 million zero-coupon synthetic CDO transaction.  To date,
this transaction has experienced a number of credit events in the
underlying $1 billion referenced portfolio of 125 investment-grade
companies; however, the deal has not breached the subordination
threshold.

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

RATINGS LIST

Rating Raised And Removed From CreditWatch

Restructured Asset Certificates with Enhanced Returns
Series 2004-13-E Trust
              Rating
Class   To            From
Note    BBB- (sf)     CCC+ (sf)/Watch Pos


SANDERS RE 2013-1: S&P Assigns Prelim. BB+ Rating to Class A Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+(sf)'
preliminary rating to the Series 2013-1 class A notes and its
'BB(sf)' preliminary rating to the Series 2013-1 class B notes to
be issued by Sanders Re Ltd.  The notes cover losses in the
covered area (defined below) from hurricanes, earthquakes,
including fire following on a per occurrence basis.

The preliminary ratings are based on the lower of the ratings on
the catastrophe risk, 'BB+' for the class A notes and 'BB' for the
class B notes, the rating on the assets in the collateral account
('AAAm') and the rating of the ceding company ('AA-').

The class A notes will cover [ ]% of losses between the initial
attachment point of $3.25 billion and the initial exhaustion point
of $3.55 billion, and the class B notes will cover [ ]% of losses
between the initial attachment point of $2.75 billion and the
initial exhaustion point of $3.25 billion.

The risk period will begin on the day after closing, tentatively
May [XX], 2013, and end May [XX], 2017.  There is the potential
for the transaction to extend by up to 24 months beyond the
scheduled redemption date to allow for loss development and
reporting, however, the risk period will not be extended.

RATINGS LIST

Preliminary Ratings Assigned

Sanders Re Ltd.
  Series 2013-1 class A notes      BB+(sf) (prelim)
  Series 2013-1 class B notes      BB(sf) (prelim)


SARGAS CLO I: Moody's Hikes Rating on $14MM Class D Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Sargas CLO I, Ltd.:

$7,750,000 Class A-2A Senior Secured Floating Rate Notes Due
August 27, 2020, Upgraded to Aaa (sf); previously on July 17, 2012
Upgraded to Aa1 (sf)

$3,250,000 Class A-2B Senior Secured Fixed Rate Notes Due August
27, 2020, Upgraded to Aaa (sf); previously on July 17, 2012
Upgraded to Aa1 (sf)

$21,000,000 Class B Senior Secured Deferrable Floating Rate Notes
Due August 27, 2020, Upgraded to Aa1 (sf); previously on July 17,
2012 Upgraded to A1 (sf)

$17,000,000 Class C Senior Secured Deferrable Floating Rate Notes
Due August 27, 2020, Upgraded to A2 (sf); previously on July 17,
2012 Upgraded to Baa2 (sf)

$14,000,000 Class D Secured Deferrable Floating Rate Notes Due
August 27, 2020, Upgraded to Ba1 (sf); previously on July 17, 2012
Upgraded to Ba2 (sf)

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

$231,000,000 Class A-1 Senior Secured Floating Rate Notes Due
August 27, 2020 (current outstanding balance of $138,325,430.22),
Affirmed Aaa (sf); previously on September 29, 2006 Assigned Aaa
(sf)

$5,000,000 Type I Composite Notes Due August 27, 2020 (current
rated balance of $1,102,239.81), Affirmed Aaa (sf); previously on
July 17, 2012 Upgraded to Aaa (sf)

$7,625,000 Type III Composite Notes Due August 27, 2020 (current
rated balance of $1,818,561.32), Affirmed Aaa (sf); previously on
September 29, 2006 Assigned Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in July 2012. Moody's notes that the Class A
Notes have been paid down by approximately 40.1% or $92.6 million
since the last rating action. Based on the latest trustee report
dated March 15, 2013, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 144.2%, 126.4%,
114.9% and 107.0%, respectively, versus June 2012 levels of
128.8%, 118.5%, 111.3% and 106.0%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the March 2013 trustee
report, the weighted average rating factor is currently 3105
compared to 2930 in June 2012.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par balance of $178.4 million, defaulted par of $2.5
million, a weighted average default probability of 20.73%
(implying a WARF of 3363), a weighted average recovery rate upon
default of 48.86%, and a diversity score of 27. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Sargas CLO I, Ltd., issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. The methodology used in rating Type I Composite Notes
was "Using the Structured Note Methodology to Rate CDO Combo-
Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2691)

Class A-1: 0
Class A-2A: 0
Class A-2B: 0
Class B: +1
Class C: +2
Class D: +1

Type I Composite Notes: 0
Type III Composite Notes: N/A

Moody's Adjusted WARF + 20% (4036)

Class A-1: 0
Class A-2A: 0
Class A-2B: 0
Class B: 0
Class C: -1
Class D: -1

Type I Composite Notes: 0
Type III Composite Notes: N/A

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Exposure to credit estimates: The deal is exposed to a number
of securities whose default probabilities are assessed through
credit estimates. In the event that Moody's is not provided the
necessary information to update the credit estimates in a timely
fashion, the transaction may be impacted by any default
probability adjustments Moody's may assume in lieu of updated
credit estimates.


SATURN VENTURES I: Moody's Affirms 'C' Rating on Class B Notes
--------------------------------------------------------------
Moody's has affirmed the ratings of three classes of Notes issued
by Saturn Ventures I, Ltd. While Moody's weighted average rating
factor (WARF) and associated weighted average recovery rate (WARR)
reflect higher credit risk, rapid amortization has offset these
factors such that the transaction is performing within the current
outstanding ratings. The rating action is the result of Moody's
on-going surveillance of commercial real estate collateralized
debt obligation (CRE CDO and Re-Remic) transactions.

Moody's rating action is as follows:

Class A-2 Floating Rate Senior Notes, Affirmed Baa3 (sf);
previously on Aug 31, 2011 Upgraded to Baa3 (sf)

Class A-3 Floating Rate Senior Notes, Affirmed Ca (sf); previously
on Aug 6, 2009 Downgraded to Ca (sf)

Class B Floating Rate Subordinate Notes, Affirmed C (sf);
previously on Mar 6, 2009 Downgraded to C (sf)

Ratings Rationale:

Saturn Ventures I, Ltd. is a static cash CRE CDO transaction
backed by a portfolio of commercial mortgage backed securities
(CMBS) (58.2% of the pool balance), residential mortgage backed
securities primarily in the form of "subprime", "alt-A", and
"prime" (RMBS) (16.3%), collateralized debt obligations (CDO)
(12.2%), real estate investment trust (REIT) debt (7.6%) and
credit card asset backed securities (ABS) (5.7%). As of the March
28, 2013 trustee report, the aggregate Note balance of the
transaction, has decreased to $106.5 million from $400.0 million
at issuance. The majority of the paydown has been directed to the
Class A-1 Notes, as a result of full and partial amortization of
the underlying collateral and the re-direction of interest
proceeds as principal proceeds due to the failure of certain par
value tests. The transaction was structured at issuance such that
5% ongoing principal proceeds were used to pay classes A-2, A-3,
and B pro-rata provided each of the coverage tests was satisfied.
As of November 2007, certain coverage tests failed, switching the
transaction to sequential payment for all classes of notes.
Approximately $43.7 million of collateral has been lost due to
liquidated collateral.

There are eleven assets with a par balance of $9.9 million (19.0%
of the current pool balance) that are considered defaulted
securities as of the March 28, 2013 trustee report. Nine of these
assets (50.8% of the defaulted balance) are RMBS, one is a CDO
(24.0%) and one is a CMBS (25.2%). Moody's expects significant
losses to occur on the defaulted securities once they are
realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), WARR, and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 3,025
compared to 2,134 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (12.5% compared to 25.4% at last
review), A1-A3 (3.8% compared to 8.6% at last review), Baa1-Baa3
(28.6% compared to 10.9% at last review), Ba1-Ba3 (0.0% compared
to 14.8% at last review), B1-B3 (26.7% compared to 19.7% at last
review), and Caa1-C (28.4% compared to 20.7% at last review).

Moody's modeled a WAL of 3.1 years compared to 2.0 years at last
review. The current WAL is based on the assumption about
extensions on the underlying collateral.

Moody's modeled a fixed WARR of 19.5%, compared to 24.3% at last
review.

Moody's modeled a MAC of 12.5%, compared to 10.0% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption,
excluding defaulted securities, down from 24.1% to 14.1% or up to
34.1% would result in a rating movement on the rated tranches of 0
to 2 notches downward and 0 to 2 notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


SBA COMMUNICATIONS: Moody's Gives Definitive Ratings to SBA Tower
-----------------------------------------------------------------
Moody's Investors Service assigned definitive rating to Secured
Tower Revenue securities, subclasses 2013-1C, 2013-2C and 2013-1D
securities (collectively, the 2013 Securities), issued by SBA
Tower Trust (the Issuer). The transaction sponsor is SBA
Communications Corporation (SBA; Ba3 negative), one of the largest
non-carrier operators of wireless tower assets in the United
States.

The anticipated repayment date (ARD) for the subclass 2013-1C and
2013-1D securities will be in April 2018 and the final
distribution date will be in April 2043. The ARD for the subclass
2013-2C securities will be in April 2023 and the final
distribution date will be in April 2048. In addition, Moody's
reports that the issuance of the 2013 Securities, in and of itself
and at this time, will not result in a reduction, withdrawal, or
placement under review for possible downgrade of the ratings
currently assigned to any outstanding series of certificates
issued by the Issuer.

The complete rating actions follow:

Issuer: SBA Tower Trust

$425,000,000 Series 2013-1, Secured Tower Revenue Securities,
Subclass 2013-1C, Definitive Rating Assigned A2 (sf)

$575,000,000 Series 2013-2, Secured Tower Revenue Securities,
Subclass 2013-2C, Definitive Rating Assigned A2 (sf)

$330,000,000 Series 2013-1, Secured Tower Revenue Securities,
Subclass 2013-1D, Definitive Rating Assigned Baa3 (sf)

The Issuer can issue multiple series of securities, and to date
has issued five, of which three remain outstanding; the
$610,000,000 Series 2012-1C Class C securities, with an ARD of
December 2017; the $680,000,000 Series 2010-1 Class C securities,
with an ARD of April 2015; and the $550,000,000 Series 2010-2
Class C securities, with an ARD of April 2017 (together, the
Existing Securities, and together with the 2013 Securities, the
Securities). The subclasses 2013-1C and 2013-2C will rank pari
passu with the Existing Securities, and the subclass 2013-1D will
be subordinated to the Existing Securities and the subclasses
2013-1C and 2013-2C.

Ratings Rationale:

A mortgage loan to the borrowers, that are all wholly owned
indirect subsidiaries of SBA, will back the Securities. As part of
the issuance, the mortgage loan amount increased by
$1,330,000,000. The increase in the mortgage loan have three
components: 2013-1C, which correspond to the Series 2013-1 Class C
securities; 2013-2C, which correspond to Series 2013-2 Class C
securities; and 2013-1D, which correspond to Series 2013-1 Class D
securities. Following the issuance of the 2013 Securities, the
aggregate balance of the mortgage loan was $3,170,000,000.

The borrowers own tower sites in fee or pursuant to long-term
lease arrangements. The tower sites are leased to a variety of
users, primarily major wireless telephony carriers. The cash flows
from those tenant leases will be used to repay the mortgage loan
and therefore the 2013 Securities. On the closing date, the
borrowers owned or lease 8,830 tower sites. As of March 2013, this
tower pool had an annualized run rate net cash flow of
approximately $435 million.

Moody's determined the ratings on the 2013 Securities from an
assessment of the present value of the net cash flow that the
tower pool is expected to generate from leases on the towers,
compared to the cumulative debt being issued for each rating
category. Moody's assessed value for the tower pool was
approximately $4.54 billion. Following the issuance of the 2013
securities, the subclasses 2013-1C and 2013-2C had a cumulative
loan-to-value (CLTV) ratio of approximately 62.6%, while the
subclass 2013-1D had a CLTV ratio of approximately 69.9%. The CLTV
ratio reflects the loan-to-value ratio of the combined amounts of
the 2013 securities, the 2010 securities and the 2012 securities;
the loan-to-value ratio of a given class reflects the combined
outstanding balance of that class and all more senior classes.

Moody's ratings address only the credit risks associated with the
transaction. The ratings do not address other non-credit risks
that could significantly affect the yield to investors; among
these risks are those associated with repayment on the Anticipated
Repayment Date, the timing of any principal prepayments, the
payment of prepayment penalties and the payment of post-ARD
Additional Interest.

Ratings of Existing Series Unaffected

Moody's says that the issuance of the 2013 Securities, at this
time, in and of itself, will not result in a reduction,
withdrawal, or placement under review for possible downgrade of
the ratings currently assigned to any outstanding series of
securities issued by the Issuer.

As mentioned, the 2013 Securities and the existing securities are
ranked pari passu and supported by the same tower pool. As such,
Moody's believed that the Issuance of the 2013 Securities did not
have an adverse effect on the credit quality of the existing
securities such that the Moody's ratings were impacted. Moody's
did not express an opinion as to whether the issuance could have
other, noncredit-related effects.

Moody's V-Score And Parameter Sensitivities

V Score - The V Score for this transaction is Medium or Average.
The V Score indicates "Average" structure complexity and
uncertainty about critical assumptions. The Medium or Average
score for this transaction is driven by a variety of factors.
While historic collateral performance has been good, and there
have been no downgrades to date in this sector, the sector's data
dates back only fifteen years or so, while securitization data go
back only about seven years. Hence, the past experience does not
include a period of significant stress such as a default by a
major wireless carrier or bankruptcy of a cell tower operator.
Additionally, SBA has limited experience in securitizations having
done only four such transactions to date and it has a corporate
ratings in the mid speculative ratings (Ba3 negative).

Moody's Parameter Sensitivities: In its ratings analysis, Moody's
uses a variety of assumptions to assess the present value of the
net cash flow that the tower pool is expected to generate. Based
on these cash flows, the quality of the collateral and the
transaction's structure, Moody's calculates the total amount of
debt consistent with a given rating level. Hence, a material
change in the assessed net present value could result in a change
in the ratings. In its parameter sensitivity analysis, Moody's
therefore focuses on the sensitivity to this variable.

Specifically, if the net cash flows that the tower pool is
expected to generate decline by 5%, 10% or 15% from the Base Case
net cash flows Moody's used in determining the initial rating. The
potential model-indicated ratings for the 2013-1C and 2013-2C
securities rated (P) A2(sf) would change from the base case of A2
(0) to a respective Baa1(2), Baa3 (4) and Ba1(5); and, the
potential model-indicated ratings for the 2013-1D securities rated
(P) Baa3(sf) would change from the base case of Baa3(0) to a
respective Ba1(1), Ba2(2) and B1(4).

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 Moody's used in the initial
rating process differed. The analysis assumes that the transaction
has not aged. Furthermore, parameter sensitivities reflect only
the ratings impact of each scenario from a quantitative/model-
indicated standpoint. Moody's also takes into consideration
qualitative factors in the ratings process, so the actual ratings
it assigns in each case could vary from the information in the
Parameter Sensitivity analysis.

Principal Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Wireless Towers-Backed Securitizations",
published in September 2005.

As described therein, Moody's derives an asset value for the
collateral that it compares to the proposed bond issuance amounts.
In deriving the value of the assets, Moody's viewed the historical
operating performance of SBA, the historical performance of the
underlying tower pool, and evaluated and analyzed comparable
public company data and market information from a variety of third
party sources.

The following are the key assumptions Moody's used in its
quantitative analysis:

a) Revenue growth: Moody's assumed two sources of revenue growth
for wireless voice/data: 1) lease escalators were assumed to be
fixed at 3.6% until year five, 3.35% for the following 10 years,
3% from years 16-20, and 2% from year 21 onward, and 2) organic
growth resulting in an incremental increase in revenue of
approximately 4.2% per annum over a period of four years.

Moody's assumed that revenues from broadcasting would decline
continuously over a 15-year period to a third of current levels
and that data/other revenues would decline to zero based on a
triangular distribution ranging from five to ten years.

b) Operating expenses: Moody's assumed that operating expenses
would vary such that net tower cash flow margins (not factoring in
management fee and maintenance capital expenditure) would range
from 65% to 79% based on a triangular distribution.

c) Maintenance capital expenditures: Moody's assumed that these
expenditures would be $650 per tower per annum and would increase
by 2% to 4% every year.

d) Tenant probability of default (wireless voice/data tenants):
Moody's applied its "idealized" default rate table, using the
actual ratings of rated tenants and assuming near-default ratings
for others.

e) Recovery upon wireless tenant default: Moody's assumed these
recoveries would be zero in the year following the default, and
rise to 80% for large carriers, and to 50% or 60% for small
carriers, of pre-default revenues over the two years after that.

f) Discount rate: Moody's assumed that the discount rate applied
to the net cash flow would vary between 8.5% and 13.00%.


SEQUOIA MORTGAGE 2013-6: Fitch To Rate B-4 Certs 'BB(sf)'
---------------------------------------------------------
Fitch Ratings expects to rate Sequoia Mortgage Trust 2013-6 (SEMT
2013-6) as follows:

-- $198,671,500 class A-1 certificate 'AAAsf'; Outlook Stable;
-- $198,671,500 class A-IO1 notional certificate 'AAAsf'; Outlook
   Stable;
-- $198,671,500 class A-2 certificate 'AAAsf'; Outlook Stable;
-- $397,343,000 class A-IO2 notional certificate 'AAAsf'; Outlook
   Stable;
-- $7,649,000 class B-1 certificate 'AAsf'; Outlook Stable;
-- $7,012,000 class B-2 certificate 'Asf'; Outlook Stable;
-- $6,374,000 class B-3 certificate 'BBBsf'; Outlook Stable;
-- $2,125,000 non-offered class B-4 certificate 'BBsf'; Outlook
   Stable.

The $4,462,877 non-offered class B-5 certificate will not be rated
by Fitch.

KEY RATING DRIVERS

High-Quality Mortgage Pool: The collateral pool consists primarily
of 30-year fixed-rate fully documented loans to borrowers with
strong credit profiles, low leverage, and substantial liquid
reserves. All of the loans are fully amortizing. Third-party loan-
level due diligence was conducted on 100% of the overall pool, and
Fitch believes the results of the review generally indicate strong
underwriting controls.

Originators with Limited Performance History: The entire pool was
originated by lenders with limited non-agency performance history.
While the significant contribution of loans from these originators
is a concern, Fitch believes the lack of performance history is
partially mitigated by the 100% third-party diligence conducted on
these loans that resulted in immaterial findings. Fitch also
considers the credit enhancement (CE) on this transaction
sufficient to mitigate the originator risk.

Geographically Diverse Pool: The collateral pool is geographically
diverse. The percentage in the top three metropolitan statistical
areas (MSA) is 19.3%, the lowest concentration to date.
Concentration in California (37.1%) is also the lowest to date
compared to prior SEMT transactions. The agency did not apply a
default penalty to the pool due to the low geographic
concentration risk.

Transaction Provisions Enhance Performance: As in other recent
SEMT transactions rated by Fitch, SEMT 2013-6 contains binding
arbitration provisions that may serve to provide timely resolution
to representation and warranty disputes. In addition, all loans
that become 120 days or more delinquent will be reviewed for
breaches of representations and warranties.

RATING SENSITIVITIES

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

Fitch conducted sensitivity analysis on areas where the model
projected lower home price declines than that of the overall
collateral pool. The model currently projects sustainable MVDs
(sMVDs) at the MSA level. For one of the top 10 regions, Fitch's
SHP model does not project declines in home prices and for three
others, the projected decline is less than 10%. These regions are
Seattle-Bellevue-Everett in Washington (5.5%), Cambridge-Newton-
Framingham, MA (5%), Boston-Quincy in Massachusetts (4.3%), and
Chicago-Joliet-Naperville in Illinois (3.7%). Fitch conducted
sensitivity analysis assuming sMVDs of 10%, 15%, and 20% compared
with those projected by Fitch's SHP model for these regions. The
sensitivity analysis indicated no impact on ratings for all bonds
in each scenario.

Another sensitivity analysis was focused on determining how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20%, and 30%, in addition to the
model projected 13% for this pool. The analysis indicates there is
some potential rating migration with higher MVDs, compared with
the model projection.


SIERRA TIMESHARE 2011-1: S&P Affirms 'BB' Rating on Class C Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Sierra Timeshare Receivables Funding LLC series 2010-2, 2010-3,
2011-1, and 2011-2.

Sierra Timeshare Receivables Funding LLC series 2010-2, 2010-3,
2011-1, and 2011-2 are securitizations backed by timeshare loans.
Wyndham Consumer Finance (Wyndham) is the servicer of the
timeshare loans that collateralized the transactions.

S&P affirmed its ratings on 10 classes from series 2010-2, 2010-3,
2011-1, and 2011-2, because they were able to withstand its stress
tests at the current rating levels.  The ratings reflect the
credit enhancement available in the form of structural
subordination, the reserve accounts, and the available excess
spread.  The ratings are also based on Wyndham's demonstrated
servicing ability and experience in the timeshare market.

According to the April 2013 distribution reports from the
servicer, all four transactions met the reserve account
requirement and overcollateralization requirement.  The
transactions have experienced no cumulative net losses because the
servicer is using the securitization's repurchase capabilities.
The transactions have not reached the maximum percentage of
allowable defaulted loans repurchase.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Sierra Timeshare 2010-2 Receivables Funding LLC
Class                Rating
A                    A (sf)
B                    BBB (sf)

Sierra Timeshare 2010-3 Receivables Funding LLC
Class                Rating
A                    A+ (sf)
B                    BBB (sf)

Sierra Timeshare 2011-1 Receivables Funding LLC
Class                Rating
A                    A (sf)
B                    BBB- (sf)
C                    BB (sf)

Sierra Timeshare 2011-2 Receivables Funding LLC
Class                Rating
A                    A (sf)
B                    BBB (sf)
C                    BB (sf)


SOVEREIGN COMMERCIAL 2007-C1: Moody's Cuts Rating on X Certs to B2
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded one class and affirmed five classes of Sovereign
Commercial Mortgage Securities Trust Commercial Mortgage Pass-
Through Certificates, Series 2007-C1 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jul 4, 2007 Definitive
Rating Assigned Aaa (sf)

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

Cl. A-J, Upgraded to A2 (sf); previously on Jul 21, 2010
Downgraded to Baa1 (sf)

Cl. B, Upgraded to Baa2 (sf); previously on Jul 21, 2010
Downgraded to Ba1 (sf)

Cl. C, Upgraded to B1 (sf); previously on Jul 21, 2010 Downgraded
to B2 (sf)

Cl. D, Upgraded to Caa1 (sf); previously on Jul 21, 2010
Downgraded to Caa2 (sf)

Cl. E, Affirmed Caa3 (sf); previously on Jul 21, 2010 Downgraded
to Caa3 (sf)

Cl. F, Affirmed C (sf); previously on Jun 7, 2012 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Jun 7, 2012 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jul 21, 2010 Downgraded to C
(sf)

Ratings Rationale:

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization. The pool has paid down by 54% since Moody's prior
review.

The downgrade of the IO Class, Class X, is a result of the
paydowns of higher credit quality reference classes.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a base expected loss of 7.8% of the
current balance. At last review, Moody's base expected loss was
7.3%. The percentage increase in base expected loss is due to the
54% paydown of the certificates since last review. On a dollar
basis the base expected loss is now $16.3 million compared to
$33.4 million at last review. Moody's base expected loss plus
realized losses is now 3.9% of the original pool balance compared
to 5.5% at last review. Depending on the timing of loan payoffs
and the severity and timing of losses from specially serviced
loans, the credit enhancement level for rated classes could
decline below the current levels. If future performance materially
declines, the expected level of credit enhancement and the
priority in the cash flow waterfall may be insufficient for the
current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments..

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Class X was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit assessment of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the credit assessment
level, is incorporated for loans with similar credit assessments
in the same transaction.

The conduit model includes an IO calculator, which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 40 compared to 45 at Moody's prior review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 7, 2012.

Deal Performance:

As of the March 22, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 79% to $209 million
from $1.0 billion at securitization. The Certificates are
collateralized by 73 mortgage loans ranging in size from less than
1% to 6% of the pool, with the top ten loans representing 42% of
the pool.

Thirty-six loans, representing 46% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $22.9 million (26% loss severity on
average). Five loans, representing 10% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Woodbridge Towers Loan ($8.6 million -- 4.1% of the pool), which
is secured by a 85,000 square foot (SF) suburban office building
located in Iselin, New Jersey. The loan transferred to special
servicing in January 2013 due to imminent maturity default. The
special servicer indicated that it is currently in negotiations
with the borrower with regards to a loan modification. The
property was 100% leased as of January 2013 and the borrower
continues to remit its monthly payments. Moody's does not expect a
loss on this loan.

The second largest specially serviced loan is the Shell Trace
Apartments Loan ($6.3 million -- 3.0% of the pool), which is
secured by a 119 unit garden style apartment building located in
Jupiter, Florida. The loan was transferred to special servicing in
October 2010 due to the borrower filing bankruptcy. A loan
modification was finalized in May 2012 that extended the term of
the loan by five years to February 2017.

The remaining three specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $3.2 million
loss (27% expected loss overall) for the non-performing specially
serviced loans.

Moody's has assumed a high default probability for 21 poorly
performing loans representing 31% of the pool and has estimated an
aggregate $9.9 million loss (15% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 operating results for 86%
of the pool's non-specially serviced loans. Excluding troubled
loans and non-performing specially serviced loans, Moody's
weighted average LTV is 87% compared to 91% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 13% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.7%.

Excluding troubled and non-performing special serviced loans,
Moody's actual and stressed DSCRs are 1.39X and 1.36X,
respectively, compared to 1.37X and 1.24X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 15% of the pool. The largest
conduit loan is the 6805 Perimeter Drive Loan ($12.0 million --
5.7% of the pool), which is secured by a 107,000 SF office
building located in Dublin, Ohio. The property is 100% leased to
Pacer Global Logistics through March 2016. The loan is interest
only and matures in December 2013. Due to the single tenant nature
of this loan, Moody's performed a lit / dark analysis. Moody's LTV
and stressed DSCR are 99% and 1.09X, respectively, compared to 88%
and 1.23X at last review.

The second largest conduit loan is the 949 Southern Boulevard Loan
($11.4 million - 5.4% of the pool), which is secured by a 81,000
SF mixed use office / retail building located in Bronx, New York.
The property has significant rollover risk with over 30% of the
net rentable area (NRA) having had lease expiration dates in 2012.
The borrower has indicated that it is negotiating lease renewals
with the expired tenants. Moody's LTV and stressed DSCR are 113%
and 0.96X, respectively, compared to 100% and 1.08X at last
review.

The third largest conduit loan is the 600 Avenue of the Americas
Loan ($9.0 million -- 4.3% of the pool), which is secured by
17,000 SF of ground and second floor retail space located in
Manhattan, New York. The property was 100% leased as of March
2012. The largest tenants include Red Apple Child Development,
Payless and Sleepy's. Performance has been stable. The loan is
benefitting from amortization and matures in July 2014. Moody's
LTV and stressed DSCR are 60% and 1.66X, respectively, compared to
61% and 1.63X at last review.


SPRING ROAD 2007-1: Moody's Hikes Rating on $23MM Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Spring Road CLO 2007-1:

$38,000,000 Class B Second Priority Senior Notes Due 2021,
Upgraded to Aaa (sf); previously on November 2, 2011 Upgraded to
Aa1 (sf);

$30,000,000 Class C Third Priority Subordinated Deferrable Notes
Due 2021, Upgraded to Aaa (sf); previously on November 2, 2011
Upgraded to A2 (sf);

$21,000,000 Class D Fourth Priority Subordinated Deferrable Notes
Due 2021, Upgraded to A1 (sf); previously on November 2, 2011
Upgraded to Baa2 (sf);

$23,000,000 Class E Fifth Priority Subordinated Deferrable Notes
Due 2021, Upgraded to Ba1 (sf); previously on November 2, 2011
Upgraded to Ba2 (sf).

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

$60,000,000 Class A-1 First Priority Senior Notes Due 2021
(current outstanding balance of $32,406,979), Affirmed Aaa (sf);
previously on August 30, 2007 Assigned Aaa (sf),

$200,000,000 Class A-2 First Priority Delayed Draw Senior Notes
Due 2021 (current outstanding balance of $$108,023,262), Affirmed
Aaa (sf); previously on August 30, 2007 Assigned Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in November 2011. Moody's notes that the Class A
Notes have been paid down by approximately 54% or $119 million
since the last rating action, due to a special amortization on the
April 2013 payment date. Based on Moody's calculations, the Class
A/B, Class C and Class D overcollateralization ratios increased to
155.03%, 132.72% and 120.57%, respectively, from November 2011
levels of 137.6%, 125% and 117.5% respectively.

Additionally, according to Moody's, the rating actions taken on
the notes also reflect the benefit of the short period of time
remaining before the end of the deal's reinvestment period in July
2013. In consideration of the reinvestment restrictions applicable
during the amortization period, and therefore limited ability to
effect significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF, higher spread and diversity
levels compared to the levels assumed at the last rating action in
November 2011. Moody's modeled a WARF of 2987 compared to 3682, a
spread of 3.98% compared to 3.60% and diversity of 73 compared to
56 at the time of the last rating action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $273 million,
defaulted par of $11 million, a weighted average default
probability of 20.92% (implying a WARF of 2987), a weighted
average recovery rate upon default of 51.01%, and a diversity
score of 73. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Spring Road CLO 2007-1 issued in July 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans, with significant exposure to middle market loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2389)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: 0
Class D: +3
Class E: +1

Moody's Adjusted WARF + 20% (3584)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: -1
Class D: -2
Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.

3) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability adjustments Moody's may assume in lieu of
updated credit estimates.


ST. JAMES RIVER: Moody's Affirms B1 Rating on $16MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by St. James River CLO, Ltd.:

$27,500,000 Class B Second Priority Senior Secured Floating Rate
Notes Due 2021, Upgraded to Aa2 (sf); previously on July 20, 2011
Upgraded to Aa3 (sf);

$15,500,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes Due 2021, Upgraded to A3 (sf); previously on
July 20, 2011 Upgraded to Baa1 (sf).

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

$50,000,000 Class A-R First Priority Senior Secured Floating Rate
Revolving Notes Due 2021 (current outstanding balance of
$49,261,480), Affirmed Aaa (sf); previously on July 20, 2011
Upgraded to Aaa (sf);

$255,500,000 Class A-T First Priority Senior Secured Floating Rate
Term Notes Due 2021 (current outstanding balance of $251,726,166),
Affirmed Aaa (sf); previously on July 20, 2011 Upgraded to Aaa
(sf);

$15,500,000 Class D Fourth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2021, Affirmed Ba1 (sf); previously on
July 20, 2011 Upgraded to Ba1 (sf);

$16,000,000 Class E Fifth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2021 (current outstanding balance of
$12,198,493), Affirmed B1 (sf); previously on July 20, 2011
Upgraded to B1 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in June 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from higher spread level compared to the
level assumed at the last rating action in July 2011. Moody's
modeled a WAS of 3.59% compared to 2.92% at the time of the last
rating action. Moody's also notes that the transaction's reported
overcollateralization ratios are stable since the last rating
action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $387 million,
defaulted par of $2.7 million, a weighted average default
probability of 18.17% (implying a WARF of 2637), a weighted
average recovery rate upon default of 50.93%, and a diversity
score of 64. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

St. James River CLO, Ltd., issued in July 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2110)

Class A-R: 0
Class A-T: 0
Class B: +2
Class C: +2
Class D: +1
Class E: +1

Moody's Adjusted WARF + 20% (3164)

Class A-R: 0
Class A-T: 0
Class B: -2
Class C: -2
Class D: -1
Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. 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.


STEERS HIGH-GRADE: Moody's Downgrades Ratings on Five Trust Units
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five trust
units issued by STEERS High-Grade CMBS Resecuritization Trust. The
downgrades are due to deterioration in underlying reference
obligation performance as evidenced by negative transitions in
Moody's weighted average rating factor (WARF) and weighted average
recovery rate (WARR). The rating action is the result of Moody's
on-going surveillance of commercial real estate collateralized
debt obligation (CRE CDO Synthetic) transactions.

Series 2006-1, Downgraded to Ba3 (sf); previously on May 4, 2011
Downgraded to Baa3 (sf)

Series 2006-2, Downgraded to Caa2 (sf); previously on May 4, 2011
Downgraded to B2 (sf)

Series 2006-3, Downgraded to Caa2 (sf); previously on May 4, 2011
Downgraded to B2 (sf)

Series 2006-4, Downgraded to Caa3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Series 2006-5, Downgraded to Caa2 (sf); previously on May 4, 2011
Downgraded to B2 (sf)

Ratings Rationale:

STEERS High-Grade CMBS Resecuritization Trust is a static
synthetic transaction backed by a portfolio of credit default
swaps referencing 100% commercial mortgage backed securities
(CMBS). All of the CMBS reference obligations were securitized in
2004 (5.0%), 2005 (87.5%), and 2006 (7.5%). Currently, 77.5% of
the reference obligations are publicly rated by Moody's.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), WARR, and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated reference obligations. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 218 compared to 90 at last review.
The current distribution is as follows: Aaa-Aa3 (52.5% compared to
57.5% at last review), A1-A3 (17.5% compared to 30.0% at last
review), Baa1-Baa3 (22.5% compared to 12.5% at last review), Ba1-
Ba3 (5.0% compared to 0.0% at last review), and B1-B3 (2.5%
compared to 0.0% at last review).

Moody's modeled to a WAL of 2.4 years, compared to 3.3 years at
last review.

Moody's modeled a variable WARR with a mean of 51.1%, compared to
53.3% at last review.

Moody's modeled a MAC of 27.4%, compared to 46.7% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to rating changes within the reference obligations.
Holding all other key parameters static, changing the current
ratings and credit assessments of the reference obligations by one
notch downward or by one notch upward affects the model results by
approximately 0.6 to 1.7 notches downward and 0.8 to 2.2 notches
upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.


STEERS HIGH-GRADE 2: Moody's Cuts Ratings on Four Trust Units
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four trust
units issued by STEERS High-Grade CMBS Resecuritization Trust 2.
The downgrades are due to deterioration in underlying reference
obligation performance as evidenced by negative transitions in
Moody's weighted average rating factor (WARF) and weighted average
recovery rate (WARR). The rating action is the result of Moody's
on-going surveillance of commercial real estate collateralized
debt obligation (CRE CDO Synthetic) transactions.

Series 2006-6, Downgraded to Caa3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Series 2006-10, Downgraded to Caa2 (sf); previously on May 4, 2011
Downgraded to B2 (sf)

Series 2006-8, Downgraded to Caa3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Series 2006-11, Downgraded to Caa3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Ratings Rationale:

STEERS High-Grade CMBS Resecuritization Trust 2 is a static
synthetic transaction backed by a portfolio of credit default
swaps referencing 100% commercial mortgage backed securities
(CMBS). All of the CMBS reference obligations were securitized in
2004 (5.0%), 2005 (87.5%), and 2006 (7.5%). Currently, 77.5% of
the reference obligations are publicly rated by Moody's.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), WARR, and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated reference obligations. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 218 compared to 90 at last review.
The current distribution is as follows: Aaa-Aa3 (52.5% compared to
57.5% at last review), A1-A3 (17.5% compared to 30.0% at last
review), Baa1-Baa3 (22.5% compared to 12.5% at last review), Ba1-
Ba3 (5.0% compared to 0.0% at last review), and B1-B3 (2.5%
compared to 0.0% at last review).

Moody's modeled to a WAL of 2.4 years, compared to 3.3 years at
last review.

Moody's modeled a variable WARR with a mean of 51.1%, compared to
53.3% at last review.

Moody's modeled a MAC of 27.4%, compared to 46.7% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO rating
models, which was released on March 25, 2013.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to rating changes within the reference obligations.
Holding all other key parameters static, changing the current
ratings and credit assessments of the reference obligations by one
notch downward or by one notch upward affects the model results by
approximately 0.6 to 1.7 notches downward and 0.8 to 2.2 notches
upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction 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, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Recovery in the office sector continues at a measured
pace with minimal additions to supply. However, office demand is
closely tied to employment, where growth remains slow and
employers are considering decreases in the leased space per
employee. Also, primary urban markets are outperforming secondary
suburban markets. Performance in the retail sector continues to be
mixed with retail rents declining for the past four years, weak
demand for new space and lackluster sales driven by internet sales
growth. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic scenario calls for US GDP
growth for 2013 that is likely to remain close to 2% as the
greater impetus from the US private sector is likely to broadly
offset the drag on activity from more restrictive fiscal policy.
Thereafter, Moody's expects the US economy to expand at a somewhat
faster pace than is likely this year, closer to its long-run
average pace of growth. Risks to Moody's forecasts remain skewed
to the downside despite recent positive developments. Moody's
believes that the three most immediate risks are: i) the risk of a
deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, potentially triggered by
a further intensification of the sovereign debt crisis; ii)
slower-than-expected recovery in major emerging markets following
the recent slowdown; and iii) an escalation of geopolitical
tensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.


UBS-BARCLAYS 2013-C6: Fitch Assigns 'B' Rating to Class F Certs
---------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Outlooks to
the Barclays Commercial Mortgage Securities LLC's UBS-Barclays
Commercial Mortgage Trust 2013-C6 Commercial Pass-Through
Certificates (UBS-BB 2013-C6):

-- $65,700,000 class A-1 'AAAsf'; Outlook Stable;
-- $43,000,000 class A-2 'AAAsf'; Outlook Stable;
-- $155,000,000 class A-3 'AAAsf'; Outlook Stable;
-- $461,130,000 class A-4 'AAAsf'; Outlook Stable;
-- $95,000,000a class A-3FL 'AAAsf'; Outlook Stable;
-- $0a class A-3FX 'AAAsf'; Outlook Stable;
-- $87,000,000 class A-SB 'AAAsf'; Outlook Stable;
-- $111,734,000 class A-S 'AAAsf'; Outlook Stable;
-- $1,018,564,000 a,b class X-A 'AAAsf'; Outlook Stable;
-- $140,883,000 a,b class X-B 'A-sf'; Outlook Stable;
-- $90,683,000a class B 'AA-sf'; Outlook Stable;
-- $50,200,000a class C 'A-sf'; Outlook Stable;
-- $48,580,000a class D 'BBB-sf'; Outlook Stable;
-- $25,910,000a class E 'BBsf'; Outlook Stable;
-- $19,432,000a class F 'Bsf'; Outlook Stable.

a Privately placed pursuant to Rule 144A.
b Notional amount and interest only.

Fitch does not rate the $42,102,979 class G or $87,444,979
interest-only class X-C.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 73 loans secured by 91 commercial
properties having an aggregate principal balance of approximately
$1.3 billion as of the cutoff date. The loans were contributed to
the trust by UBS Real Estate Securities, Inc., Barclays Bank PLC,
Redwood Commercial Mortgage Corporation and Natixis Real Estate
Capital LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 82.1% of the properties
and cash flow analysis on 82.1% of the collateral pool by balance.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.37x, a Fitch stressed loan-to-value (LTV) of 98.2%,
and a Fitch debt yield of 11.2%. Fitch's aggregate net cash flow
represents a variance of 10.2% to issuer cash flows.

KEY RATING DRIVERS

Fitch Leverage: This transaction has slightly higher coverage and
leverage in line with rated 2012 deals, with a Fitch stressed DSCR
of 1.37x and a Fitch stressed LTV of 98.2%. The average 2012 Fitch
DSCR and LTV were 1.24x and 97.1%, respectively. However, leverage
is slightly below that of transactions seen from fourth-quarter
2012 to date.

Concentrated Transaction: The top 10 loans account for 59.6% of
the pool; the LCI and SCI are 482 and 593, respectively. This
represents a top 10 loan concentration generally in line with most
2012 transactions, which averaged 59.9%. The top 10 concentration
for 2011 deals averaged 54.2%.

High Quality Assets in Major Markets: Four of the top 10 loans,
totaling 29.6% of the pool, are secured by high-performing assets
in major urban markets. Three of the assets are located in New
York City and one in Philadelphia.

Less Amortization and More Interest-Only Loans: The pool amortizes
by approximately 12.7% from aggregate cutoff balance to aggregate
maturity balance. Of note, 37.2% of the pool is composed of
interest-only loans, and 19.3% are partial interest-only loans,
prior to amortizing.

RATING SENSITIVITIES

Fitch performed several stress scenarios in which the Fitch NCF
was stressed. Fitch performed two model-based break-even analyses
to determine the level of cash flow and value deterioration the
pool could withstand prior to $1 of loss being experienced by the
'BBB-sf' and 'AAAsf' rated classes. Fitch found that the UBS-BB
2013-C6 pool could withstand a 43.1% decline in value (based on
appraised values at issuance) and an approximately 25.2% decrease
to the most recent actual cash flow prior to experiencing $1 of
loss to the 'BBB-sf' rated class. Additionally, Fitch found that
the pool could withstand a 50.1% decline in value and an
approximately 34.4% decrease in the most recent actual cash flow
prior to experiencing $1 of loss to any 'AAAsf' rated class.

The Master Servicer and Special Servicer will be Midland Loan
Services, a Division of PNC Bank, National Association, and Rialto
Capital Advisors LLC, rated 'CMS1' and 'CSS2-' respectively, by
Fitch.


WACHOVIA CRE 2006-1: Indenture Amendment No Impact on Ratings
-------------------------------------------------------------
Moody's Investors Service said that the proposed amendment to the
Indenture (the "Fourth Supplemental Indenture"") between Wachovia
CRE CDO 2006-1, Ltd. (the "Issuer"), Wachovia CRE CDO 2006-1 LLC
(the "Co-Issuer") and Wells Fargo Bank N.A. (the "Trustee") if
implemented, would not, in and of itself and as of this time,
result in the downgrade or withdrawal of the notes issued by
Wachovia CRE CDO 2006-1, Ltd.

The Amendment may be summarized as follows: the definition of
Permitted Issuer Subsidiary is revised to avoid any tax liability
of the trust in the event the trust subsidiary holds defaulted
assets. A tax opinion from a nationally or internationally
recognized counsel, independent of the Issuer, is expected to be
provided attesting to non-material or any adverse effects to the
trust notes.

Moody's has determined that the amendment, if implemented, in and
of itself and at this time, will not result in the downgrade or
withdrawal of the notes currently issued by Wachovia CRE CDO 2006-
1, Ltd. However, Moody's opinion addresses only the credit impact
associated with the proposed amendment, and Moody's is not
expressing any opinion as to whether the amendment has, or could
have, other non-credit related effects that may have a detrimental
impact on the interests of note holders and/or counterparties.

The last rating action for Wachovia CRE CDO 2006-1, Ltd. was taken
on November 21, 2012, where it took the following actions:

Cl. A-1A, Upgraded to Aa2 (sf); previously on Nov 23, 2011
Upgraded to Aa3 (sf)

Cl. A-1B, Upgraded to Baa3 (sf); previously on Nov 23, 2011
Upgraded to Ba1 (sf)

Cl. A-2A, Affirmed at Aaa (sf); previously on Apr 7, 2009
Confirmed at Aaa (sf)

Cl. A-2B, Upgraded to A3 (sf); previously on Nov 23, 2011 Upgraded
to Baa1 (sf)

Cl. B, Upgraded to Ba2 (sf); previously on Nov 23, 2011 Upgraded
to Ba3 (sf)

Cl. C, Upgraded to Ba3 (sf); previously on Nov 23, 2011 Upgraded
to B1 (sf)

Cl. D, Upgraded to B1 (sf); previously on Nov 23, 2011 Upgraded to
B2 (sf)

Cl. E, Upgraded to B1 (sf); previously on Nov 23, 2011 Upgraded to
B2 (sf)

Cl. F, Upgraded to B2 (sf); previously on Nov 23, 2011 Upgraded to
B3 (sf)

Cl. G, Upgraded to B3 (sf); previously on Nov 23, 2011 Upgraded to
Caa1 (sf)

Cl. H, Upgraded to Caa1 (sf); previously on Nov 23, 2011 Upgraded
to Caa2 (sf)

Cl. J, Upgraded to Caa2 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. K, Upgraded to Caa2 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. M, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. O, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

The methodologies used in rating and monitoring of this
transaction is described in the following publications:

"Moody's Approach to Rating SF CDOs" published in May 2012,

"Moody's Approach to Rating Commercial Real Estate CDOs" published
in July 2011.

Moody's will continue monitoring the ratings. Any change in the
rating will be publicly disseminated by Moody's through
appropriate media.


WFRBS 2013-C13: Moody's Assigns Not-Prime Ratings to Two Classes
----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to fifteen
classes of CMBS securities, issued by WFRBS 2013-C13, Commercial
Mortgage Pass-Through Certificates, Series 2013-C13.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-3FL*, Assigned (P)Aaa (sf)

Cl. A-3FX*, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-SB, Assigned (P)Aaa (sf)

Cl. A-S, Assigned (P)Aaa (sf)

Cl. X-A**, Assigned (P)Aaa (sf)

Cl. X-B**, Assigned (P)A2 (sf)

Cl. B, Assigned (P)Aa3 (sf)

Cl. C, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba2 (sf)

Cl. F, Assigned (P)B2 (sf)

  * All or a portion of Class A-3FL Certificates may be exchanged
    for a like portion of the Class A-3FX Certificates

** Reflects Interest Only Classes

Ratings Rationale:

The Certificates are collateralized by 95 fixed rate loans secured
by 113 properties, including 21 credit assessed loans (6.9% of the
pool balance) secured by co-operative interest in multifamily
properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR; and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 2.24X (1.75X excluding credit assessed
loans) is greater than the 2007 conduit/fusion transaction average
of 1.31X. The Moody's Stressed DSCR of 1.31X (1.0.7X excluding
credit assessed loans) is greater than the 2007 conduit/fusion
transaction average of 0.92X.

Moody's Trust LTV ratio of 93.8% (98.8% excluding credit assessed
loans) is lower than the 2007 conduit/fusion transaction average
of 110.6%.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 30.1
(26.3 excluding credit assessed loans), which is in line with the
Herfindahl scores found in most multi-borrower transactions issued
since 2009. With respect to property level diversity, the pool's
property level Herfindahl Index is 36.3 (31.8 excluding credit
assessed loans), which is also in line with the indices calculated
in most multi-borrower transactions issued since 2009.

This deal has a super-senior Aaa class with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-S to mitigate the potential increased
severity to class A-S.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.10, which is slightly
lower than the indices calculated in most multi-borrower
transactions since 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005. The methodology used in rating Classes X-A and X-B was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship, and diversity. Moody's
analysis also uses the CMBS IO calculator ver_1.1, 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.

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, and 24%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-S would be
Aa1, Aa1, and Aa2, 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.


WIND RIVER II: S&P Assigns 'CCC-' Rating on 3 Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Wind River CLO II-Tate Investors Ltd., a
cash flow collateralized loan obligation (CLO) transaction, and
removed the classes from CreditWatch with positive implications,
where S&P had placed them on Jan. 4, 2013.  At the same time, S&P
affirmed its ratings on three other classes from the transaction
and removed them from CreditWatch with positive implications.

This transaction is currently in its amortization phase since the
reinvestment period ended in October 2011.  The upgrades reflect
the pay-down of the class A-1 notes of $132.6 million since S&P's
June 2012 rating actions.  Due to this and other factors,
overcollateralization (O/C) ratios increased for the class A, B,
C, and D notes.

The affirmation of the ratings on the class D-1, D-2, and Type 1
Cp notes reflect credit support commensurate with the current
rating levels.  S&P also noted that as of the March 1, 2013
trustee report, the transaction has roughly 3% of long-dated
assets that have a maturity later than the legal final maturity of
the transaction in October 2017.  Because of this, the transaction
could be exposed to market value risk at maturity.  S&P took this
into account in this rating action.

The Type 1 Cp notes are a combination of the class B-2 and D-2
notes.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties, and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties, and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Wind River CLO II - Tate Investors, Ltd.
                Rating
Class        To         From
A-1          AAA(sf)    AA+(sf)/Watch Pos
A-2          AAA(sf)    AA-(sf)/Watch Pos
B-1          AA+(sf)    BBB+(sf)/Watch Pos
B-2          AA+(sf)    BBB+(sf)/Watch Pos
C            BB+(sf)    B+(sf)/Watch Pos
D-1          CCC-(sf)   CCC-(sf)/Watch Pos
D-2          CCC-(sf)   CCC-(sf)/Watch Pos
Type 1 Cp    CCC-(sf)   CCC-(sf)/Watch Pos


* Fitch Says U.S. CREL CDO Delinquencies Remain Stable
------------------------------------------------------
Delinquencies for U.S. CREL CDOs remained in a virtual holding
pattern for March, according to the latest index results from
Fitch Ratings.

CREL CDO late-pays increased minimally last month to 13.2% from
13.1% in February. Only five new delinquencies were reported in
March totaling $79 million. Among them were one term default, one
matured balloon, an REO interest, and two newly credit impaired
securities.

The largest new delinquency was a whole loan secured by an office
building located in Farmington, MI. The borrower stopped making
debt service payments after the largest tenant (68% of the NRA)
vacated in December 2012. Assets that are no longer delinquent
included one modified loan, one loan repaid in full, and three
assets disposed of at prices below par.


* Fitch Says US Bank TruPS CDO Deferral Cures Reach Highest Level
-----------------------------------------------------------------
Combined defaults and deferrals for U.S. bank TruPS CDOs has
further decreased to 28.2% at the end of the first quarter of 2013
(1Q'13) from 29.8% at the end of 4Q'12, according to Fitch
Ratings.

In 1Q'13, 25 banks representing $443.9 million of collateral in 42
CDOs resumed interest payments and repaid accrued interest on
their TruPS. This is the highest level of deferral cures
experienced in the Fitch rated TruPS CDOs index, which tracks
deferral, default and cure activity since 3Q'07. Previous quarter
recorded 14 banks representing $267.8 million of collateral curing
a prior deferral.

There were no new deferrals in the 1Q'13.

Two banks representing $8 million of collateral in two CDOs
defaulted in 1Q'13. The number of defaulted banks in 1Q'13 was
similar to that of 4Q'12, however, the notional amount was
considerably lower than the previous quarter's $28.5 million.

At the end of 1Q'13, 217 bank issuers were in default,
representing approximately $6.4 billion held across 79 TruPS CDOs.
Additionally, 312 deferring bank issuers were affecting interest
payments on $4.2 billion of collateral held by 78 TruPS CDOs.


* Fitch Downgrades 535 Distressed U.S. RMBS Bonds to 'Dsf'
----------------------------------------------------------
Fitch Ratings has downgraded 535 distressed bonds in 213 U.S. RMBS
transactions to 'Dsf'. The downgrades indicate that the bonds have
incurred a principal write-down or are interest-only classes that
have a notional balance off of a class that incurred a principal
write-down. Of the bonds downgraded to 'Dsf', all classes were
previously rated 'Csf'. All ratings below 'Bsf' indicate a default
is expected.

As part of this review, the Recovery Estimates of the defaulted
bonds were not revised. Additionally, the review only focused on
the bonds which defaulted and did not include any other bonds in
the affected transactions.

Of the 535 classes affected by these downgrades, 443 are Prime, 48
are Alt-A, and 40 are Subprime. The remaining classes are Re-
REMICs. Approximately, 37% of the bonds have a Recovery Estimate
of 50%-100%, which indicates that the bonds will recover 50%-100%
of the current outstanding balance, while 54% have a Recovery
Estimate of 0%.

Almost half of the affected classes are interest-only classes that
have a notional balance off of a class that has incurred a
principal write-down. All of these classes were previously rated
'Csf'.

A spreadsheet detailing Fitch's rating actions can be found at
'www.fitchratings.com' by performing a title search for 'Fitch
Downgrades 535 Distressed Bonds to 'Dsf' in 213 U.S. RMBS
Transactions'. These actions were reviewed by a committee of Fitch
analysts. The spreadsheet provides the contact information for the
performance analyst.

The spreadsheet also details Fitch's assignment of Recovery
Estimates (REs) to the transactions. The Recovery Estimate scale
is based upon the expected relative recovery characteristics of an
obligation. For structured finance, Recovery Estimates are
designed to estimate recoveries on a forward-looking basis.


* Fitch Says 'Extra Vigilance' Needed for New U.S. Large Loan CMBS
------------------------------------------------------------------
The very rapid rise in the number of U.S. large loan CMBS deals in
recent months is cause for some worry, according to Fitch Ratings
in a new report.

Issuance is very robust for new large loan deals, with over $11
billion likely to come to market in the first four months of this
year (compared to $11.2 billion for all of 2012). But the growth
is coming at the expense of the collateral and underwriting,
according to CMBS group head Huxley Somerville.

'Large loan CMBS deals of late are coming to market with some
average assets and aggressive assumptions,' said Somerville. 'In
fact, the large loan CMBS landscape is changing so dramatically
that Fitch is questioning much of what it's seeing.'

Many of the recent offerings have credit protection that Fitch
views as insufficient to achieve the desired ratings Given the
quality of the collateral and loan structure, extra vigilance is
needed to account for all the risks inherent in recent large loan
deals. Large loan deals now contain assets whose quality was
previously seen only in CMBS conduits and, as such deserve conduit
quality assumptions.

'Because large loan CMBS deals hinge on the performance of one
asset, it increases the potential exposure for investors if that
asset is merely average in quality,' said Somerville. 'If credit
protection is insufficient, exposure to a mediocre property may
lead to downgrades on investment grade classes if the asset fails
to perform.'


* Home Ownership Rates Decline Good for CMBS-Backed Securities
--------------------------------------------------------------
The ongoing decline in US home ownership rates is benefitting
commercial mortgage backed securities backed by multifamily
properties, according to a new report from Moody's Investors
Service, "Decline in Home Ownership Rate is Credit Positive for
CMBS Backed by Multifamily."

"US home ownership has declined to near-record lows over the last
five years because of the financial crisis, and will remain low,"
said Jay Rosen, a Moody's Vice President -- Senior Analyst. "The
decline is credit positive for multifamily CMBS because fewer
owners translates into more renters. As the economy continues to
rebound, both occupancy and rental rates in multifamily properties
will rise."

The home ownership rate, a key measure of demand for rental
housing, is now down to its lowest level since 1996. The rate for
those younger than 35, who occupy 36% of all rental units, has
declined in part because of burgeoning levels of student loan
debt. But the rate for the 35-44 year age group, which accounts
for 21% of total renter-occupied units, has also declined. Home
ownership rates for those over the age of 65, who occupy 14% of
all rental units, are stable.

Moreover, a strengthening economy and declining unemployment will
result in a rise in household formation, which will lead to a
broader recovery in the housing industry. Rising demand for
rentals will lead to higher occupancy rates and effective rents,
which will result in higher operating income and thus to higher
cash flows.

Higher cash flows will improve property valuations and lower loan-
to-value (LTV) ratios, which in turn will lower the likelihood of
default and enhance refinancing prospects for CMBS. Ultimately,
the ongoing improvement in multifamily property fundamentals will
help reduce both the share of multifamily loans moving to special
servicing and loss severities for defaulted multifamily loans.

At the same time, persistent and below average construction levels
will also support sector fundamentals. Although new multifamily
housing units rose to a seasonally adjusted annual rate of 297,000
units in fourth-quarter 2012, they are still 16% below the annual
average of 353,000 for the ten years before the Great Recession,
allowing room for further growth in construction as the economy
expands.


* Moody's Cuts Ratings on 125 Tranches From 6 RMBS Transactions
---------------------------------------------------------------
Moody's Investors Service downgraded 125 tranches from six RMBS
transactions issued by miscellaneous issuers. The collateral
backing these deals primarily consists of first-lien, fixed-rate
prime Jumbo residential mortgages. The actions impact
approximately $2.3 billion of RMBS issued from 2006 to 2007.

Complete rating actions are as follows:

Issuer: Chase Mortgage Finance Trust Series 2006-S2

Cl. 1-A5, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A6, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A9, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A12, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A14, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A16, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A17, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. 1-A19, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-AX, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Cl. A-P, Downgraded to Ca (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 2-A2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. 2-A3, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. 2-A6, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 2-AX, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to B2 (sf)

Issuer: Chase Mortgage Finance Trust Series 2006-S3

Cl. 1-A1, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A4, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A5, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

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

Cl. 2-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 2-A2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 2-A3, Downgraded to C (sf); previously on May 26, 2010
Downgraded to Ca (sf)

Cl. 2-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Issuer: Chase Mortgage Finance Trust Series 2006-S4

Cl. A-1, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. A-2, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

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

Cl. A-5, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. A-6, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B3 (sf)

Cl. A-7, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B3 (sf)

Cl. A-14, Downgraded to Caa2 (sf); previously on Jul 15, 2011
Downgraded to Caa1 (sf)

Cl. A-16, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. A-17, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. A-18, Downgraded to Caa1 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. A-22, Downgraded to Caa2 (sf); previously on Jul 15, 2011
Downgraded to Caa1 (sf)

Cl. A-23, Downgraded to Caa2 (sf); previously on Jul 15, 2011
Downgraded to Caa1 (sf)

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

Issuer: Chase Mortgage Finance Trust Series 2007-S3

Cl. 1-A-1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A-2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A-5, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-7, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-8, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-9, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-10, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 1-A-11, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 1-A-12, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A-13, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at Caa1 (sf)

Cl. 1-A-14, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-15, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-16, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-17, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. 1-A-18, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-19, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-20, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-21, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-22, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-23, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-24, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 2-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at Caa1 (sf)

Cl. 2-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at Caa1 (sf)

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

Issuer: Chase Mortgage Finance Trust Series 2007-S4

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

Cl. A-2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

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

Cl. A-5, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. A-18, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

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

Issuer: CHL Mortgage Pass-Through Trust 2007-4

Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-8, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-13, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-15, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-16, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-18, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-19, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-20, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-21, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-22, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-23, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-24, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-25, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-26, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-27, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-28, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-29, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-30, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-31, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-32, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-33, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-34, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-35, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-36, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-37, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-38, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-39, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-40, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-41, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-42, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-44, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-45, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-46, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-47, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-50, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-51, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-52, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-55, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-56, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-57, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-58, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-59, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-60, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-61, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-62, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-63, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-64, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-65, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-68, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-69, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-70, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-71, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-72, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-73, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-74, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-75, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. X, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. PO, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the prime
jumbo pools originated from 2005 to 2007 and reflect Moody's
updated loss expectations on these pools. The downgrades are a
result of deteriorating performance and structural features
resulting in higher expected losses for certain bonds than
previously anticipated. The majority of the downgrades are a
result of change in principal payments and loss allocation to the
senior bonds subsequent to subordination depletion.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005-2008 US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications and 2) small pool volatility

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) to 2013 and an increased use of private
modifications, Moody's is extending its previous view that loan
modifications will only occur through the end of 2012. It is now
assuming that the loan modifications will continue at current
levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on prime jumbo pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For prime jumbo pools, Moody's
first applies a baseline delinquency rate of 3.5% for 2005, 6.5%
for 2006 and 7.5% for 2007. Once the loan count in a pool falls
below 76, this rate of delinquency is increased by 1% for every
loan fewer than 76. For example, for a 2005 pool with 75 loans,
the adjusted rate of new delinquency is 3.54%. Further, to account
for the actual rate of delinquencies in a small pool, Moody's
multiplies the rate by a factor ranging from 0.20 to 2.0 for
current delinquencies that range from less than 2.5% to greater
than 50% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication.

When assigning the final ratings to bonds, Moody's considered the
volatility of the projected losses and timeline of the expected
defaults.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.7% in February 2013. Moody's forecasts
a further drop to 7.5% by 2014. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 58 Tranches of Alt-A Backed RMBS Deals
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 47 tranches
and upgraded the rating of 11 tranches from 19 RMBS transactions
backed by Alt-A loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: First Horizon Alternative Mortgage Securities Trust 2005-
FA10

Cl. I-A-6, Downgraded to C (sf); previously on Sep 16, 2010
Downgraded to Ca (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2005-
FA8

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

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

Cl. I-A-14, Downgraded to Caa1 (sf); previously on Sep 16, 2010
Downgraded to B2 (sf)

Cl. I-A-18, Downgraded to Caa2 (sf); previously on Sep 16, 2010
Downgraded to Caa1 (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2006-
AA4

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

Issuer: First Horizon Alternative Mortgage Securities Trust 2006-
FA3

Cl. A-6, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. A-8, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Issuer: First Horizon Alternative Mortgage Securities Trust 2006-
FA5

Cl. A-1, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. A-3, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. A-4, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. A-PO, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Issuer: First Horizon Mortgage Securities Trust 2005-FA11

Cl. I-A-3A, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. I-A-4A, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. I-A-5, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Cl. I-A-PO, Downgraded to Caa3 (sf); previously on Sep 16, 2010
Downgraded to Caa2 (sf)

Issuer: GSAA Home Equity Trust 2006-3

Cl. A-1, Downgraded to Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

Issuer: GSAA Home Equity Trust 2006-5

Cl. 2A1, Downgraded to Caa3 (sf); previously on Dec 23, 2010
Downgraded to Caa2 (sf)

Issuer: GSAA Home Equity Trust 2007-6

Cl. 1A1, Downgraded to Caa3 (sf); previously on Jan 26, 2011
Downgraded to Caa2 (sf)

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AF1

Cl. I-A-1A, Downgraded to Ca (sf); previously on Sep 2, 2010
Downgraded to Caa2 (sf)

Cl. I-A-1B, Downgraded to Ca (sf); previously on Sep 2, 2010
Downgraded to Caa2 (sf)

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR3

Cl. A-2, Upgraded to Caa3 (sf); previously on Sep 2, 2010
Downgraded to Ca (sf)

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-WF1

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

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

Cl. I-A-1A, Downgraded to Ca (sf); previously on Sep 2, 2010
Downgraded to Caa3 (sf)

Cl. I-A-1B, Downgraded to Ca (sf); previously on Sep 2, 2010
Downgraded to Caa3 (sf)

Cl. I-A-6, Current Rating A2 (sf); previously on Jan 18, 2013
Downgraded to A2 (sf)

Underlying Rating: Downgraded to Ca (sf); previously on Sep 2,
2010 Downgraded to Caa3 (sf)

Financial Guarantor: Assured Guaranty Municipal Corp (Downgraded
to A2, Outlook Stable on Jan 17, 2013)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-8 Trust

Cl. 1-A-8, Downgraded to Caa2 (sf); previously on Oct 1, 2010
Upgraded to Caa1 (sf)

Cl. C-X, Downgraded to Caa1 (sf); previously on Apr 8, 2010
Downgraded to B3 (sf)

Cl. 3-CB-1, Downgraded to Ca (sf); previously on Oct 1, 2010
Upgraded to Caa3 (sf)

Cl. 4-A, Downgraded to Caa1 (sf); previously on Apr 8, 2010
Downgraded to B3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-1 Trust

Cl. 3-A-2, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-2 Trust

Cl. 1-A-6, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-7, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-8, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-10, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Cl. C-X, Downgraded to Caa3 (sf); previously on Sep 1, 2010
Downgraded to Caa2 (sf)

Cl. 3-CB, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-5 Trust

Cl. 2-CB-2, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. 2-CB-4, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. 2-CB-6, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. 2-CB-7, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. 4-A-1, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-7

Cl. A-1A, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. A-1B, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Cl. A-2A, Downgraded to Ca (sf); previously on Sep 1, 2010
Downgraded to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-9 Trust

Cl. 2-A-3, Downgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Caa1 (sf)

Cl. 2-A-6, Downgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Caa1 (sf)

Cl. 3-CB, Downgraded to Caa1 (sf); previously on Apr 8, 2010
Downgraded to B3 (sf)

Cl. C-P, Downgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Caa2 (sf)

Cl. 4-A-1, Upgraded to Caa2 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 4-A-2, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 4-A-3, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 4-A-4, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-1, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-5, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-6, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-7, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-8, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Cl. 5-A-9, Upgraded to Caa3 (sf); previously on Apr 8, 2010
Downgraded to Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The majority of the actions reflect the change in
principal payments and loss allocation to the senior bonds
subsequent to subordination depletion.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011 and "Rating Transactions Based on the
Credit Substitution Approach: Letter of Credit-backed, Insured and
Guaranteed Debts" published in March 2013. The methodology used in
rating Interest-Only Securities is "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications 2) small pool volatility and 3) bonds that
financial guarantors insure.

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) and an increased use of private modifications,
Moody's is extending its previous view that loan modifications
will only occur through the end of 2012. It is now assuming that
the loan modifications will continue at current levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A pools, Moody's first
applies a baseline delinquency rate of 10% for 2005, 19% for 2006
and 21% for 2007. Once the loan count in a pool falls below 76,
this rate of delinquency is increased by 1% for every loan fewer
than 76. For example, for a 2005 pool with 75 loans, the adjusted
rate of new delinquency is 10.1%. Further, to account for the
actual rate of delinquencies in a small pool, Moody's multiplies
the rate by a factor ranging from 0.20 to 2.0 for current
delinquencies that range from less than 2.5% to greater than 50%
respectively. Moody's then uses this final adjusted rate of new
delinquency to project delinquencies and losses for the remaining
life of the pool under the approach described in the methodology
publication.

Bonds Insured by Financial Guarantors

The credit quality of RMBS that a financial guarantor insures
reflect the higher of the credit quality of the guarantor or the
RMBS without the benefit of the guarantee. As a result, the rating
on the security is the higher of 1) the guarantor's financial
strength rating and 2) the current underlying rating, which is
what the rating of the security would be absent consideration of
the guaranty. The principal methodology Moody's uses in
determining the underlying rating is the same methodology for
rating securities that do not have financial guaranty, described
earlier.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 $2.3-Bil of Subprime RMBS Issues
----------------------------------------------------------
Moody's Investors Service downgraded the rating of 41 tranches
from 36 transactions issued by various issuers, backed by Subprime
mortgage loans.

Complete rating actions are as follows:

Issuer: ABFC Asset-Backed Certificates, Series 2006-HE1

Cl. A-2B, Downgraded to Ca (sf); previously on Jun 3, 2010
Downgraded to Caa3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASAP5

Cl. A-2B, Downgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to Caa2 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASAP6

Cl. A-2B, Downgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to Caa3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
FM1

Cl. A-2B, Downgraded to C (sf); previously on Apr 14, 2010
Downgraded to Ca (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
HE5

Cl. A-2A, Downgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to Caa3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
WM1

Cl. A-2A, Downgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to Caa3 (sf)

Issuer: Argent Securities Trust 2006-W2

Cl. A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-2B, Downgraded to Ca (sf); previously on Apr 12, 2010
Downgraded to Caa3 (sf)

Issuer: Asset Backed Securities Corporation, Series AMQ 2006-HE7

Cl. A3, Downgraded to Ca (sf); previously on Jul 12, 2010
Downgraded to Caa2 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB4

Cl. 2-A-3, Downgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to Caa3 (sf)

Issuer: First NLC Trust Mortgage-Backed Certificates, Series 2007-
1

Cl. A-1, Downgraded to Ca (sf); previously on Apr 6, 2010
Downgraded to Caa2 (sf)

Issuer: Fremont Home Loan Trust 2006-E

Cl. 2-A1, Downgraded to Ca (sf); previously on Apr 29, 2010
Downgraded to Caa2 (sf)

Issuer: GSAMP Trust 2006-HE6

Cl. A-2, Downgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to Caa3 (sf)

Issuer: GSAMP Trust 2006-NC2

Cl. A-2B, Downgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to Caa3 (sf)

Issuer: GSAMP Trust 2007-FM2

Cl. A-2A, Downgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Issuer: GSAMP Trust 2007-NC1

Cl.A-2A, Downgraded to Ca (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Issuer: Home Equity Mortgage Loan Asset-Backed Trust, Series INABS
2007-B

Cl. 2A-2, Downgraded to Ca (sf); previously on Sep 15, 2010
Downgraded to Caa3 (sf)

Issuer: HSI Asset Securitization Corporation Trust 2006-HE1

Cl. II-A-1, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa3 (sf)

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-WMC2

Cl. A-3, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Issuer: Long Beach Mortgage Loan Trust 2006-6

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

Issuer: Long Beach Mortgage Loan Trust 2006-7

Cl. II-A2, Downgraded to Ca (sf); previously on Apr 30, 2010
Downgraded to Caa3 (sf)

Issuer: MASTR Asset Backed Securities Trust 2006-NC2

Cl. A-3, Downgraded to Ca (sf); previously on May 5, 2010
Downgraded to Caa3 (sf)

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-3

Cl. A-1B, Downgraded to Ca (sf); previously on Apr 6, 2010
Downgraded to Caa3 (sf)

Cl. A-2B, Downgraded to Ca (sf); previously on Apr 6, 2010
Downgraded to Caa3 (sf)

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-4

Cl. 1-A, Downgraded to Ca (sf); previously on Apr 6, 2010
Downgraded to Caa3 (sf)

Cl. 2-A2, Downgraded to Ca (sf); previously on Apr 6, 2010
Confirmed at Caa3 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust Series 2006-HE5

Cl. A-2B, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE8

Cl. A-2b, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Cl. A-2fpt, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE6

Cl. A-1, Downgraded to Ca (sf); previously on Jul 15, 2010
Downgraded to Caa3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC1

Cl. A-2b, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Issuer: Nomura Home Equity Loan Trust 2006-FM2

Cl. II-A-1, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa3 (sf)

Issuer: Nomura Home Equity Loan, Inc. Home Equity Loan Trust,
Series 2007-2

Cl. II-A-1, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa3 (sf)

Issuer: NovaStar Mortgage Funding Trust, Series 2006-6

Cl. A-1A, Downgraded to Ca (sf); previously on Jul 14, 2010
Downgraded to Caa3 (sf)

Cl. A-2B, Downgraded to Ca (sf); previously on Jul 14, 2010
Downgraded to Caa3 (sf)

Issuer: Ownit Mortgage Loan Trust 2006-6

Cl. A-2B, Downgraded to Ca (sf); previously on Jul 14, 2010
Downgraded to Caa3 (sf)

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-HE1

Cl. A-2B, Downgraded to Ca (sf); previously on Jul 8, 2010
Downgraded to Caa3 (sf)

Issuer: SG Mortgage Securities Trust 2006-FRE2

Cl. A-2B, Downgraded to Ca (sf); previously on May 5, 2010
Downgraded to Caa3 (sf)

Issuer: Soundview Home Loan Trust 2006-EQ2

Cl. A-2, Downgraded to Ca (sf); previously on Jul 18, 2011
Downgraded to Caa3 (sf)

Issuer: Soundview Home Loan Trust 2006-NLC1

Cl. A-1, Downgraded to Ca (sf); previously on Jun 17, 2010
Downgraded to Caa3 (sf)

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2007-HE1 Trust

Cl. II-A-1, Downgraded to Ca (sf); previously on Jul 16, 2010
Downgraded to Caa3 (sf)

Ratings Rationale:

The actions are a result of recent performance reviews of these
transactions and reflect Moody's updated loss expectations on
these pools. The downgrades are due to the change in principal
payments and loss allocation to the senior bonds subsequent to
subordination depletion.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

Moody's adjusts the methodologies for Moody's current view on loan
modifications. As a result of an extension of the Home Affordable
Modification Program (HAMP) to 2013 and an increased use of
private modifications, Moody's is extending its previous view that
loan modifications will only occur through the end of 2012. It is
now assuming that the loan modifications will continue at current
levels until 2014.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 Actions on $1.3BB of Prime Jumbo RMBS
-----------------------------------------------------
Moody's Investors Service downgraded 54 tranches and affirmed the
ratings on 52 tranches from eight RMBS transactions issued by
miscellaneous issuers. The collateral backing these deals
primarily consists of first-lien, fixed and adjustable-rate prime
Jumbo residential mortgages. The actions impact approximately $1.3
billion of RMBS issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: Chase Mortgage Finance Trust 2006-S1

Cl. A-1, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. A-2, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. A-3, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

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

Cl. A-5, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. A-6, Downgraded to C (sf); previously on May 26, 2010
Downgraded to Ca (sf)

Cl. A-7, Affirmed Caa2 (sf); previously on May 26, 2010 Downgraded
to Caa2 (sf)

Cl. A-8, Affirmed Caa2 (sf); previously on May 26, 2010 Downgraded
to Caa2 (sf)

Cl. A-P, Downgraded to Caa2 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Issuer: Chase Mortgage Finance Trust Series 2007-S2

Cl. 1-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A3, Affirmed Caa3 (sf); previously on May 26, 2010
Downgraded to Caa3 (sf)

Cl. 1-A4, Affirmed Caa3 (sf); previously on May 26, 2010
Downgraded to Caa3 (sf)

Cl. 1-A5, Affirmed C (sf); previously on May 26, 2010 Downgraded
to C (sf)

Cl. 1-A6, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A8, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-A9, Affirmed Caa2 (sf); previously on May 26, 2010
Downgraded to Caa2 (sf)

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

Cl. 2-A1, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 2-A2, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 2-A3, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

Cl. 2-AX, Downgraded to Caa3 (sf); previously on May 26, 2010
Confirmed at B3 (sf)

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

Issuer: CHL Mortgage Pass-Through Trust 2005-25

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

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

Cl. A-3, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-4, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-5, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-6, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-7, Affirmed C (sf); previously on Apr 12, 2010 Downgraded to
C (sf)

Cl. A-9, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. A-10, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. A-11, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. A-12, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-13, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-15, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-16, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-17, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. PO, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2006-17

Cl. A-2, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. A-8, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2006-20

Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

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

Cl. 1-A-3, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-4, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-5, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-7, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-8, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-9, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-10, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-11, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

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

Cl. 1-A-13, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-14, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-15, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-16, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-17, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-18, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 1-A-19, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 1-A-20, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-21, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-22, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-24, Affirmed C (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Cl. 1-A-25, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-26, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-27, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-28, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-29, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-30, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-31, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-32, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-33, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-34, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-35, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-36, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-37, Affirmed Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

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

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

Issuer: CHL Mortgage Pass-Through Trust 2006-6

Cl. A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

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

Cl. A-3, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. A-4, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-5, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-7, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-8, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-9, Affirmed Caa2 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. A-10, Affirmed C (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

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

Cl. X, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust 2006-F1

Cl. I-A1, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Cl. I-A2, Affirmed Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa2 (sf)

Cl. I-A4, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Cl. I-A6, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to B3 (sf)

Cl. I-A7, Affirmed Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa2 (sf)

Cl. I-A8, Affirmed Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa2 (sf)

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

Cl. PO, Downgraded to Caa2 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2005-A

Cl. A-1, Downgraded to Ba3 (sf); previously on Jul 20, 2011
Downgraded to Baa2 (sf)

Cl. A-2, Downgraded to Ba3 (sf); previously on Jul 20, 2011
Downgraded to Baa3 (sf)

Cl. X-A, Downgraded to Ba3 (sf); previously on Jul 20, 2011
Downgraded to Baa2 (sf)

Cl. X-B, Downgraded to C (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. B-1, Downgraded to Ca (sf); previously on Jul 20, 2011
Downgraded to Caa2 (sf)

Cl. B-2, Affirmed Ca (sf); previously on Jul 20, 2011 Downgraded
to Ca (sf)

Cl. B-3, Affirmed C (sf); previously on Jul 20, 2011 Downgraded to
C (sf)

Cl. B-4, Affirmed C (sf); previously on Jul 20, 2011 Downgraded to
C (sf)

Cl. B-5, Affirmed C (sf); previously on May 13, 2009 Downgraded to
C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the prime
jumbo pools originated from 2005 to 2007 and reflect Moody's
updated loss expectations on these pools. The downgrades are a
result of deteriorating performance and structural features
resulting in higher expected losses for certain bonds than
previously anticipated. The majority of the downgrades are a
result of change in principal payments and loss allocation to the
senior bonds subsequent to subordination depletion.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005-2008 US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications and 2) small pool volatility

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) to 2013 and an increased use of private
modifications, Moody's is extending its previous view that loan
modifications will only occur through the end of 2012. It is now
assuming that the loan modifications will continue at current
levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate

To project losses on prime jumbo pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For prime jumbo pools, Moody's
first applies a baseline delinquency rate of 3.5% for 2005, 6.5%
for 2006 and 7.5% for 2007. Once the loan count in a pool falls
below 76, this rate of delinquency is increased by 1% for every
loan fewer than 76. For example, for a 2005 pool with 75 loans,
the adjusted rate of new delinquency is 3.54%. Further, to account
for the actual rate of delinquencies in a small pool, Moody's
multiplies the rate calculated by a factor ranging from 0.20 to
2.0 for current delinquencies that range from less than 2.5% to
greater than 50% respectively. Moody's then uses this final
adjusted rate of new delinquency to project delinquencies and
losses for the remaining life of the pool under the approach
described in the methodology publication.

When assigning the final ratings to bonds, in addition to the
approach, Moody's considered the volatility of the projected
losses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.7% in February 2013. Moody's forecasts
a further drop to 7.5% by 2014. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 $866-Mil. of Alt-A Backed RMBS Loans
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 49
tranches and upgraded the ratings of 6 tranches from 9 RMBS
transactions backed by Alt-A loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2005-4

Cl. CB-IO, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Cl. 2-A-1, Downgraded to Ba3 (sf); previously on Apr 26, 2010
Downgraded to Baa2 (sf)

Cl. CB-2, Downgraded to Caa1 (sf); previously on Apr 26, 2010
Downgraded to B3 (sf)

Cl. CB-3, Downgraded to Caa1 (sf); previously on Apr 26, 2010
Downgraded to B3 (sf)

Issuer: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-E

Cl. 5-A-1, Upgraded to Baa3 (sf); previously on Jul 8, 2010
Downgraded to Ba2 (sf)

Issuer: Citigroup Mortgage Loan Trust 2006-AR9

Cl. 1-A2, Upgraded to B2 (sf); previously on Nov 19, 2010
Downgraded to Caa1 (sf)

Cl. 1-A3, Upgraded to B3 (sf); previously on Nov 19, 2010
Downgraded to Caa2 (sf)

Issuer: CitiMortgage Alternative Loan Trust 2006-A5

Cl. IA-1, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Downgraded to Caa2 (sf)

Cl. IA-2, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. IA-3, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa2 (sf)

Cl. IA-5, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa1 (sf)

Cl. IA-6, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa2 (sf)

Cl. IA-7, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Downgraded to Caa2 (sf)

Cl. IA-8, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa2 (sf)

Cl. IA-9, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa1 (sf)

Cl. IA-11, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Downgraded to Caa2 (sf)

Cl. IA-12, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Downgraded to Caa2 (sf)

Cl. IA-13, Downgraded to Caa3 (sf); previously on Dec 14, 2010
Confirmed at Caa1 (sf)

Cl. IA-IO, Downgraded to Caa3 (sf); previously on Jul 18, 2011
Downgraded to Caa1 (sf)

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-9

Cl. 3-A-1, Downgraded to Caa1 (sf); previously on May 4, 2010
Confirmed at B3 (sf)

Cl. 5-A-1, Upgraded to B3 (sf); previously on May 4, 2010
Downgraded to Caa2 (sf)

Cl. 5-A-2-2, Upgraded to B3 (sf); previously on May 4, 2010
Downgraded to Caa2 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-1CB

Cl. 1-A-1, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 1-A-5, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 1-A-6, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 2-A-4, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 3-A-1, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 3-X, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. 4-A-1, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 4-A-3, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. PO-A, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. PO-B, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-9CB

Cl. 1-A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-2, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-3, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-4, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-5, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 3-A-1, Downgraded to Ca (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. PO, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-4CB

Cl. 1-A-1, Downgraded to Caa3 (sf); previously on Jul 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-A-2, Downgraded to Caa3 (sf); previously on Jul 12, 2010
Downgraded to Caa2 (sf)

Cl. 1-X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Upgraded to Caa2 (sf)

Cl. 2-A-1, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-2, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-3, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-4, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-5, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-6, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-7, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-8, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Cl. 2-A-9, Downgraded to Ca (sf); previously on Jul 12, 2010
Confirmed at Caa3 (sf)

Issuer: GMACM Mortgage Loan Trust 2005-AF1

Cl. A-3, Upgraded to Ba3 (sf); previously on Jul 19, 2011
Confirmed at B3 (sf)

Ratings Rationale:

The actions on the bonds are a result of the recent performance of
Alt-A pools originated before 2005 and reflect Moody's updated
loss expectations on these pools.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities is "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

The rating action constitute of a number of downgrades as well as
upgrades. The upgrades are due to significant improvement in
collateral performance, and/ or rapid build-up in credit
enhancement due to high prepayments.

The downgrades are a result of deteriorating performance and/or
structural features resulting in higher expected losses for
certain bonds than previously anticipated. For e.g., for shifting
interest structures, back-ended liquidations could expose the
seniors to tail-end losses. The subordinate bonds in the majority
of these deals are currently receiving 100% of their principal
payments, and thereby depleting the dollar enhancement available
to the senior bonds. In its current approach, Moody's captures
this risk by running each individual pool through a variety of
loss and prepayment scenarios in the Structured Finance
Workstation(R) (SFW), the cash flow model developed by Moody's
Wall Street Analytics. This individual pool level analysis
incorporates performance variances across the different pools and
the structural nuances of the transaction

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) and an increased use of private modifications,
Moody's is extending its previous view that loan modifications
will only occur through the end of 2012. It is now assuming that
the loan modifications will continue at current levels until
September 2014.

Small Pool Volatility

The RMBS approach only applies to structures with at least 40
loans and pool factor of greater than 5%. Moody's can withdraw its
rating when the pool factor drops below 5% and the number of loans
in the deal declines to lower than 40. If, however, a transaction
has a specific structural feature, such as a credit enhancement
floor, that mitigates the risks of small pool size, Moody's can
choose to continue to rate the transaction.

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,
Moody's first calculates an annualized delinquency rate based on
vintage, number of loans remaining in the pool and the level of
current delinquencies in the pool. For Alt-A pools, Moody's first
applies a baseline delinquency rate of 10% for 2005, 19% for 2006
and 21% for 2007. Once the loan count in a pool falls below 76,
this rate of delinquency is increased by 1% for every loan fewer
than 76. For example, for a 2005 pool with 75 loans, the adjusted
rate of new delinquency is 10.1%. Further, to account for the
actual rate of delinquencies in a small pool, Moody's multiplies
the rate by a factor ranging from 0.20 to 2.0 for current
delinquencies that range from less than 2.5% to greater than 50%
respectively. Moody's then uses this final adjusted rate of new
delinquency to project delinquencies and losses for the remaining
life of the pool under the approach described in the methodology
publication.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 Lowers Ratings on $512MM of RMBS from Various Issuers
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches
and upgraded the rating of one tranche from four RMBS
resecuritization deals. The resecuritizations are backed by
underlying bonds from different Alt-A and Prime Jumbo RMBS
transactions.

Ratings Rationale:

The rating actions reflect the recent performance of the pools of
mortgages backing the underlying bonds and the updated loss
expectations on the resecuritization bonds.

The principal methodology used in these ratings was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011. The methodology used in
rating Interest-Only Securities was "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

The principal methodology used in determining the ratings of the
underlying bonds is described in the Monitoring and Performance
Review section in "Moody's Approach to Rating US Residential
Mortgage-Backed Securities" published in December 2008.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
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.

Complete rating actions are as follows:

Issuer: Citigroup Mortgage Loan Trust 2007-9

Cl. I-A-1, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-3, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-4, Downgraded to Ca (sf); previously on Jun 1, 2011
Confirmed at Caa3 (sf)

Cl. I-A-5, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-6, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-7, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-8, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-9, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Cl. I-A-11, Downgraded to Ca (sf); previously on Jun 1, 2011
Downgraded to Caa3 (sf)

Issuer: CWMBS, Inc. Resecuritization Mortgage Pass-Through
Certificates, Series 2004-28R

Cl. A-3, Downgraded to Baa3 (sf); previously on Jun 9, 2011
Downgraded to Baa1 (sf)

Cl. A-4, Downgraded to Ba2 (sf); previously on Jun 9, 2011
Downgraded to Baa3 (sf)

Cl. A-5, Downgraded to Ba1 (sf); previously on Jun 9, 2011
Downgraded to Baa1 (sf)

Issuer: MASTR Asset Securitization Trust 2004-P7

Cl. A-5, Downgraded to Baa1 (sf); previously on May 15, 2012
Upgraded to A3 (sf)

Cl. A-6, Upgraded to Baa1 (sf); previously on May 15, 2012
Upgraded to Baa3 (sf)

Issuer: RALI Series 2003-QR13 Trust

Cl. A-4, Downgraded to Ba2 (sf); previously on Jun 9, 2011
Downgraded to Baa3 (sf)


* Moody's Lifts Ratings on $295 Million of Subprime RMBS
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings of ten tranches
from five transactions backed by Subprime mortgage loans. Complete
rating actions are as follows:

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

Cl. M-1, Upgraded to Ba1 (sf); previously on May 21, 2010
Downgraded to B2 (sf)

Cl. M-2, Upgraded to Caa1 (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. M-3, Upgraded to Ca (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC1

Cl. M-1, Upgraded to Ba2 (sf); previously on May 21, 2010
Downgraded to B2 (sf)

Cl. M-2, Upgraded to Ca (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC2

Cl. M-1, Upgraded to Ba2 (sf); previously on May 21, 2010
Downgraded to B2 (sf)

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

Cl. A-2, Upgraded to Ba1 (sf); previously on May 21, 2010
Downgraded to Ba2 (sf)

Cl. A-3, Upgraded to Ba3 (sf); previously on May 21, 2010
Downgraded to Caa1 (sf)

Issuer: First Franklin Mortgage Loan Trust 2006-FF10

Cl. A4, Upgraded to B1 (sf); previously on Apr 6, 2010 Downgraded
to B3 (sf)

Cl. A7, Upgraded to B1 (sf); previously on Apr 6, 2010 Downgraded
to B3 (sf)

Ratings Rationale:

The rating action reflects recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
upgrades are due to improvement in collateral performance, and/ or
build-up in credit enhancement.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008 and "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011.

Moody's also adjusts the methodologies for Moody's current view on
loan modifications. As a result of an extension of the Home
Affordable Modification Program (HAMP) to 2013 and an increased
use of private modifications, Moody's is extending its previous
view that loan modifications will only occur through the end of
2012. It is now assuming that the loan modifications will continue
at current levels into 2014.

These methodologies only apply to pools with at least 40 loans and
a pool factor of greater than 5%. Moody's may withdraw its rating
when the pool factor drops below 5% and the number of loans in the
pool declines to 40 loans or lower unless specific structural
features allow for a monitoring of the transaction (such as a
credit enhancement floor).

When assigning the final ratings to senior bonds, Moody's
considered the volatility of the projected losses and timeline of
the expected defaults.

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.3% in February 2012 to 7.6% in March 2013.
Moody's forecasts a unemployment central range of 7.0% to 8.0% for
the 2013 year. Moody's expects housing prices to continue to rise
in 2013. Performance of RMBS continues to remain highly dependent
on servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


* Moody's Takes Action on $93-Mil. of Prime Jumbo RMBS
------------------------------------------------------
Moody's Investors Service has downgraded 25 tranches and upgraded
2 tranches from six RMBS transactions issued by miscellaneous
issuers. The collateral backing these deals primarily consists of
first-lien, fixed and adjustable-rate prime Jumbo residential
mortgages. The actions impact approximately $93 million of RMBS
issued from 2002 to 2004.

Complete rating actions are as follows:

Issuer: First Republic Mortgage Loan Trust 2002-FRB2

Cl. A-2, Downgraded to Baa1 (sf); previously on Apr 25, 2011
Downgraded to Aa2 (sf)

Cl. B-1, Downgraded to Ba3 (sf); previously on Apr 24, 2012
Confirmed at Baa2 (sf)

Cl. B-2, Downgraded to B1 (sf); previously on Apr 24, 2012
Confirmed at Baa3 (sf)

Cl. B-3, Downgraded to B3 (sf); previously on Apr 24, 2012
Confirmed at Ba1 (sf)

Cl. B-4, Downgraded to Caa1 (sf); previously on Apr 24, 2012
Downgraded to B2 (sf)

Issuer: Mortgage Pass-Through Certificates, MLMI Series 2003-A5

Cl. M-1, Upgraded to Baa3 (sf); previously on May 2, 2012
Downgraded to Ba3 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on May 2, 2012 Downgraded
to B3 (sf)

Issuer: Prime Mortgage Trust 2003-1

Cl. A-7, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-8, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-9, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-11, Downgraded to Baa2 (sf); previously on May 2, 2012
Downgraded to A2 (sf)

Cl. A-14, Downgraded to Baa2 (sf); previously on May 2, 2012
Downgraded to A2 (sf)

Cl. A-15, Downgraded to Baa2 (sf); previously on May 2, 2012
Downgraded to A2 (sf)

Cl. PO, Downgraded to Baa2 (sf); previously on May 2, 2012
Downgraded to A2 (sf)

Issuer: Prime Mortgage Trust 2004-2

Cl. A-1, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-2, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-3, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-4, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-5, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. A-6, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Cl. PO, Downgraded to Baa1 (sf); previously on May 2, 2012
Downgraded to A1 (sf)

Issuer: RFMSI Series 2003-S11 Trust

A-2, Downgraded to A3 (sf); previously on Apr 21, 2011 Downgraded
to A1 (sf)

A-3, Downgraded to A3 (sf); previously on Apr 21, 2011 Downgraded
to A1 (sf)

A-4, Downgraded to A3 (sf); previously on Apr 21, 2011 Downgraded
to A1 (sf)

A-5, Downgraded to Baa1 (sf); previously on May 2, 2012 Upgraded
to A3 (sf)

Issuer: RFMSI Series 2003-S6 Trust

A-9, Downgraded to Baa3 (sf); previously on May 2, 2012 Confirmed
at A3 (sf)

A-P, Downgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to A3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the prime
jumbo pools originated before 2005 and reflect Moody's updated
loss expectations on these pools. The downgrades are a result of
deteriorating performance and structural features resulting in
higher expected losses for certain bonds than previously
anticipated. The upgrades are due to significant improvement in
collateral performance.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012. The methodology used in rating
Interest-Only Securities was "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

Moody's adjusts the methodologies for 1) Moody's current view on
loan modifications and 2) small pool volatility

Loan Modifications

As a result of an extension of the Home Affordable Modification
Program (HAMP) to 2013 and an increased use of private
modifications, Moody's is extending its previous view that loan
modifications will only occur through the end of 2012. It is now
assuming that the loan modifications will continue at current
levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts its
projections of loss to account for the higher loss volatility of
such pools. For small pools, a few loans becoming delinquent would
greatly increase the pools' delinquency rate. To project losses on
prime jumbo pools with fewer than 100 loans, Moody's first
calculates an annualized delinquency rate based on vintage, number
of loans remaining in the pool and the level of current
delinquencies in the pool. For prime jumbo pools, Moody's first
applies a baseline delinquency rate of 3.5% for 2005, 6.5% for
2006 and 7.5% for 2007. Once the loan count in a pool falls below
76, this rate of delinquency is increased by 1% for every loan
fewer than 76. For example, for a 2005 pool with 75 loans, the
adjusted rate of new delinquency is 3.54%. Further, to account for
the actual rate of delinquencies in a small pool, Moody's
multiplies the rate by a factor ranging from 0.20 to 2.0 for
current delinquencies that range from less than 2.5% to greater
than 50% respectively. Moody's then uses this final adjusted rate
of new delinquency to project delinquencies and losses for the
remaining life of the pool under the approach described in the
methodology publication.

When assigning the final ratings to bonds, in addition to the
approach, Moody's considered the volatility of the projected
losses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
9.0% in September 2011 to 7.7% in February 2013. Moody's forecasts
a further drop to 7.5% by 2014. Moody's expects house prices to
drop another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. 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 $153MM of Subprime RMBS
-------------------------------------------------
Moody's Investors Service downgraded the ratings of 5 tranches and
upgraded the ratings of 4 tranches from 6 transactions, backed by
Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: ABFC Asset-Backed Certificates, Series 2004-OPT3

Cl A-1, Downgraded to A1 (sf); previously on May 4, 2012 Confirmed
at Aa1 (sf)

Cl A-4, Downgraded to A2 (sf); previously on May 4, 2012 Confirmed
at Aa2 (sf)

Issuer: Aegis Asset Backed Securities Trust 2005-3

Cl A3, Downgraded to A3 (sf); previously on Jul 18, 2011
Downgraded to Aa2 (sf)

Issuer: Citigroup Mortgage Loan Trust 2007-AMC4

Cl A-2A, Upgraded to Ba1 (sf); previously on Apr 6, 2010
Downgraded to B1 (sf)

Issuer: Fieldstone Mortgage Investment Trust 2005-2

Cl 1-A2, Downgraded to A3 (sf); previously on Aug 6, 2010
Downgraded to Aa1 (sf)

Cl 2-A3, Downgraded to A3 (sf); previously on Aug 6, 2010
Confirmed at Aa2 (sf)

Cl M1, Upgraded to Ba1 (sf); previously on Aug 6, 2010 Downgraded
to Ba3 (sf)

Issuer: Fremont Home Loan Trust 2005-A

Cl M2, Upgraded to Baa2 (sf); previously on Apr 29, 2010
Downgraded to Ba1 (sf)

Issuer: GSAMP Trust 2006-HE2

Cl A-3, Upgraded to B3 (sf); previously on Jun 21, 2010 Downgraded
to Caa2 (sf)

Ratings Rationale:

The rating actions reflect recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
downgrades are a result of deteriorating performance, structural
features resulting in higher expected losses for certain bonds
than previously anticipated and/or tranches' weak interest
shortfall reimbursement mechanisms. The upgrades are due to
improvement in collateral performance, and/ or build-up in credit
enhancement.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "2005 -- 2008 US RMBS Surveillance Methodology"
published in July 2011 and "Pre-2005 US RMBS Surveillance
Methodology" published in January 2012.

The methodologies are adjusted slightly when estimating losses on
pools left with a small number of loans to account for the
volatile nature of small pools. Even if a few loans in a small
pool become delinquent, there could be a large increase in the
overall pool delinquency level due to the concentration risk. To
project losses on pools with fewer than 100 loans, Moody's first
estimates a "baseline" average rate of new delinquencies for the
pool that is dependent on the vintage of loan origination (11% for
all vintages 2004 and prior). The baseline rates are higher than
the average rate of new delinquencies for larger pools for the
respective vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate is multiplied by a factor ranging from 0.85 to 2.25
for current delinquencies ranging from less than 10% to greater
than 50% respectively. Delinquencies for subsequent years and
ultimate expected losses are projected using the approach
described in the methodology.

When assigning the final ratings to senior bonds, in addition to
the methodologies, Moody's considered the volatility of the
projected losses and timeline of the expected defaults. For bonds
backed by small pools, Moody's also considered the current
pipeline composition as well as any specific loss allocation rules
that could preserve or deplete the overcollateralization available
for the senior bonds at different pace.

The three bonds downgraded to A3 (sf) have weak interest shortfall
mechanism but do not have any interest shortfalls. However, in the
event of an interest shortfall, structural limitations in the
transactions will prevent recoupment of interest shortfalls even
if funds are available in subsequent periods. Missed interest
payments on these tranches can typically only be made up from
excess interest after the overcollateralization is built to a
target amount. In these transactions since overcollateralization
is already below target due to poor performance, any future missed
interest payments to these tranches are unlikely to be paid.
Moody's caps the ratings of such tranches with weak interest
shortfall reimbursement at A3 as long as they have not experienced
any shortfall.

Moody's also adjusts the methodologies for Moody's current view on
loan modifications. As a result of an extension of the Home
Affordable Modification Program (HAMP) to 2013 and an increased
use of private modifications, Moody's is extending its previous
view that loan modifications will only occur through the end of
2012. It is now assuming that the loan modifications will continue
at current levels into 2014.

The methodologies only apply to pools with at least 40 loans and a
pool factor of greater than 5%. Moody's may withdraw its rating
when the pool factor drops below 5% and the number of loans in the
pool declines to 40 loans or lower unless specific structural
features allow for a monitoring of the transaction (such as a
credit enhancement floor).

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.3% in February 2012 to 7.6% in March 2013.
Moody's forecasts a unemployment central range of 7.0% to 8.0% for
the 2013 year. Moody's expects housing prices to continue to rise
in 2013. Performance of RMBS continues to remain highly dependent
on servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


* Moody's Takes Action on Five Subprime RMBS Tranches
-----------------------------------------------------
Moody's Investors Service downgraded the rating of 5 tranches
issued by various transactions backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: ContiMortgage Home Equity Loan Trust 1997-2

M-1A, Downgraded to A3 (sf); previously on Jan 10, 2013 Aa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Salomon Brothers Mortgage Securities VII, Inc., Asset-
Backed Floating Rate Certificates, Series 1998-OPT1

M-1, Downgraded to A3 (sf); previously on Jan 10, 2013 Aa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: UCFC Home Equity Loan Trust 1998-D

MF-1, Downgraded to A3 (sf); previously on Jan 10, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

MV-1, Downgraded to B1 (sf); previously on Mar 23, 2011 Downgraded
to Ba1 (sf)

Issuer: WMC Mortgage Loan Pass-Through Certificates, Series 1997-2

M-1, Downgraded to Baa3 (sf); previously on Jan 10, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Ratings Rationale:

The actions are a result of recent performance reviews of these
transactions and reflect Moody's updated loss expectations on
these pools.

These rating actions constitute of a number of downgrades. The
downgrades are primarily due to the tranches' weak interest
shortfall reimbursement mechanisms. Structural limitations in
these transactions will typically prevent recoupment of interest
shortfalls even if funds are available in subsequent periods.
Missed interest payments on these tranches can typically only be
made up from excess interest after the overcollateralization is
built to a target amount. In these transactions since
overcollateralization is already below target due to poor
performance, any future missed interest payments to these tranches
are unlikely to be paid. Moody's caps the ratings of such tranches
with weak interest shortfall reimbursement at A3 (sf) as long as
they have not experienced any shortfall.

Ratings on tranches that currently have very small unrecoverable
interest shortfalls are capped at Baa3 (sf). For tranches with
larger outstanding interest shortfalls, Moody's applies "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009. These rating actions take into account
only credit-related interest shortfall risks.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008 and "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012.

Moody's adjusts the methodologies for Moody's current view on loan
modifications. As a result of an extension of the Home Affordable
Modification Program (HAMP) to 2013 and an increased use of
private modifications, Moody's is extending its previous view that
loan modifications will only occur through the end of 2012. It is
now assuming that the loan modifications will continue at current
levels into 2014.

The approach "Pre-2005 US RMBS Surveillance Methodology" is also
adjusted slightly when estimating losses on pools left with a
small number of loans to account for the volatile nature of small
pools. Even if a few loans in a small pool become delinquent,
there could be a large increase in the overall pool delinquency
level due to the concentration risk. To project losses on pools
with fewer than 100 loans, Moody's first estimates a "baseline"
average rate of new delinquencies for the pool that is dependent
on the vintage of loan origination (11% for all vintages 2004 and
prior). The baseline rates are higher than the average rate of new
delinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate is multiplied by a factor ranging from 0.85 to 2.25
for current delinquencies ranging from less than 10% to greater
than 50% respectively. Delinquencies for subsequent years and
ultimate expected losses are projected using the approach
described in the methodology publication.

These methodologies only apply to pools with at least 40 loans and
a pool factor of greater than 5%. Moody's may withdraw its rating
when the pool factor drops below 5% and the number of loans in the
pool declines to 40 loans or lower unless specific structural
features allow for a monitoring of the transaction (such as a
credit enhancement floor).

Other factors used in these ratings are described in "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009.

When assigning the final ratings to senior bonds, in addition to
the methodologies, Moody's considered the volatility of the
projected losses and timeline of the expected defaults. For bonds
backed by small pools, Moody's also considered the current
pipeline composition as well as any specific loss allocation rules
that could preserve or deplete the overcollateralization available
for the senior bonds at different pace.

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.2% in March 2012 to 7.6% in March 2013. Moody's
forecasts a unemployment central range of 7.0% to 8.0% for the
2013 year. Moody's expects housing prices to continue to rise in
2013. Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


* Moody's Says Conduit Loan Leverage is 98% in First Quarter
------------------------------------------------------------
Loans in conduit commercial mortgage-backed (CMBS) transactions
rated by Moody's Investors Service in the first quarter of 2013
had an average Moody's loan-to-value (MLTV) ratio of 98%, holding
near the 100% MLTV mark for the third consecutive quarter.

"As we highlighted in a recent report, 100% MLTV is an inflection
point beyond which the probability of default ramps up sharply and
additional credit enhancement is necessary to offset the
additional risk," said Moody's Tad Philipp, Moody's director of
commercial real estate research and author of the quarterly
report, "US CMBS Q1 Review: Conduit Loan Leverage Holding Near
100% MLTV, a Credit Inflection Point."

Unlike the loan-to-value ratios used in the underwriting of a
loan, which use current capitalization rates, MLTV incorporates
property values that reflect capitalization rates that have
prevailed for extended periods of time, making Moody's assessment
of refinance risk consistent across different interest-rate
environments.

"We rated four of the nine conduits issued in the first quarter,"
said Philipp. "The five not rated by Moody's had an average MLTV
of 101%. We believe they were under-enhanced relative to the
ratings that other rating agencies assigned, particularly at and
just above the investment-grade cut-off point."

An uncoupling of the typical relationship between term default
risk, as measured by Moody's debt service coverage ratio (MDCSR),
and balloon risk, as measured by MLTV, has occurred over the last
few quarters. Since Q1 2012, loan coupons have tightened by
approximately 150 basis points while capitalization rates
tightened by only about 30 basis points.

"As a result, Q1 loans are benefitting from a higher-than-normal
MDSCR relative to their MLTV, indicating that their credit quality
is better than MLTV alone would imply," said Philipp. "Although
MLTV indicates that Q1 loan quality is consistent with the 2005
vintage, the higher MDSCR, in combination with recovering property
fundamentals, aligns overall credit quality more closely with the
2004 vintage."

The share of loans with an interest-only (IO) period, which
Moody's views as a bellwether of underwriting quality and credit,
reached 42% in Q1, a CMBS 2.0 high. Of partial-term IO loans, the
share with IO periods longer than 57 months was almost 50%,
roughly the same as it was at the 2007 peak, although the share of
loans with IO periods was then much higher.

"Borrowers continue to press originators for IO periods to enhance
their early term cash-on-cash yield," said Philipp. "IO periods
are credit negative, given the foregone amortization that would
have served to deleverage the loan, return principal to senior
bondholders and increase credit enhancement."

The share of hotel loans in CMBS 2.0 conduits has increased for
four straight quarters and stands just short of 20%. Although
hotel is currently in a favorable phase of the credit cycle, with
rising room rates and minimal construction, it is one of the more
volatile sectors in CMBS given its general lack of long-term
contractual income and high operating leverage.


* Moody's MLTV Measure Effective in Identifying CMBS Risk
---------------------------------------------------------
An analysis of a new database of conduit and large loans included
in US commercial mortgage-backed securities (CMBS) shows that the
metrics employed by Moody's Investors Service are effectively
identifying credit risk in CMBS.

One important measure, Moody's loan-to-value (MLTV) which reflects
the percentage of a property's value that is mortgaged, has
reached an inflection point, according to a new report from the
rating agency.

Unlike the loan-to-value ratios used in the underwriting of a loan
which use current capitalization rates MLTV incorporates values
that reflect capitalization rates that have prevailed for extended
periods of time, making Moody's assessment of refinance risk
consistent across different interest-rate environments.

"Loans in recent CMBS deals are averaging approximately 100% MLTV"
said Moody's Director of Commercial Real Estate research Tad
Philipp, author of the report, "US CMBS: New Database Shows That
Our Loan Level Credit Metrics Effectively Differentiate Default
Risk."

"Any further rise in MLTV will indicate increased credit risk,
resulting in the need for corresponding increases in credit
enhancement absent offsetting factors," said Philipp. "The
probability of default increases as MLTV increases, accelerating
when MLTV increases above 100%."

MLTV is an important tool in Moody's analysis of the large loans
backing single-asset and single-borrower transactions, as well as
those receiving credit assessments for inclusion within conduit or
fusion deals.

"The performance of our rated single-asset and single-borrower
transactions, as well as our credit-assessed loans, has been
consistent with that of corporate bonds, further validating the
effectiveness of MLTV for determining loan credit quality," said
Philipp. "Although many loans in Moody's-rated conduit and single-
borrower transactions have yet to mature, our new database offers
strong evidence that our key metrics have had significant
explanatory power for determining default risk.


* S&P Takes Various Rating Actions on Synthetic CDOs After Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
synthetic collateralized debt obligation (CDO) transactions:

   -- S&P placed its ratings on nine tranches from seven
      corporate-backed synthetic CDO transactions on CreditWatch
      positive.

   -- S&P also placed three ratings from two synthetic CDO of CDO
      transactions on CreditWatch positive.

   -- S&P raised its ratings on two tranches from two corporate-
      backed synthetic CDO transactions and one tranche from one
      synthetic CDO of CDO transaction and removed these ratings
      from CreditWatch positive.

   -- S&P affirmed and removed from CreditWatch negative its
      ratings on four tranches from four corporate-backed
      synthetic CDO transactions.

   -- S&P affirmed its ratings on 19 tranches from six corporate-
      backed synthetic CDO transactions.

   -- S&P lowered 10 tranche ratings from five corporate-backed
      synthetic CDOs and four ratings from four loss-based
      leveraged super senior (LSS) transactions.

These rating actions followed S&P's monthly review of the
synthetic CDO transactions it rates.

The CreditWatch positive placements and upgrades reflect the
seasoning of the transactions, the rating stability of the
obligors in the underlying reference portfolios over the past few
months, and the synthetic rated overcollateralization (SROC)
ratios that had risen above 100 percent at the next highest rating
level.  The downgrades reflect a deterioration of the underlying
reference portfolio that caused the SROC ratio to fall below
100 percent at the current rating level.  The affirmations are
from synthetic CDOs that had SROC ratios above 100% or had
sufficient credit enhancement at the current ratings.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Camber Master Trust Series 7
                                 Rating
Class                    To               From
                         B (sf)           B (sf)/Watch Neg

Camber Master Trust Series 8
                                 Rating
Class                    To               From
                         B (sf)           B (sf)/Watch Neg

Credit Default Swap
US$300 mil Morgan Stanley Capital Services Inc. - ESP Funding I,
Ltd.
                                 Rating
Class                    To            From
Tranche                  A-srb (sf)    A-srb (sf)/Watch Neg

Credit Linked Notes Ltd. 2006-1
                                 Rating
Class                    To              From
Notes                    B (sf)          B (sf)/Watch Neg

Greylock Synthetic CDO 2006
Series 1
                                 Rating
Class                    To                  From
A1A-$LS                  A- (sf)/Watch Pos   A- (sf)

Greylock Synthetic CDO 2006
Series 4
                                 Rating
Class                    To                  From
A1JPYLS                    A- (sf)/Watch Pos   A- (sf)

Greylock Synthetic CDO 2006
Series 3
                                 Rating
Class                    To                  From
A1-EURLMS                  A+ (sf)/Watch Pos   A+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 26
                                 Rating
Class                    To                  From
Tranche                  BBB- (sf)           BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 27
                                 Rating
Class                    To                  From
Tranche                  BBB- (sf)           BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 29
                                 Rating
Class                    To                  From
LvrgdSprSr               BBB- (sf)           BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 30
                                 Rating
Class                    To                  From
LvrgdSprSr               BBB- (sf)           BBB+ (sf)

Magnolia Finance II PLC
Series 2006-7A2
                                 Rating
Class                    To                  From
Notes                    BBB+ (sf)           BBB+ (sf)

Magnolia Finance II PLC
Series 2006-7B
                                 Rating
Class                    To                  From
Notes                    BB+ (sf)            BB+ (sf)

Morgan Stanley ACES SPC
Series 2007-6
                                 Rating
Class                    To                   From
IIA                      BBB- (sf)/Watch Pos  BBB- (sf)
IIIA                     BB+ (sf)/Watch Pos   BB+ (sf)

Morgan Stanley ACES SPC
Series 2007-8
                                 Rating
Class                    To                  From
A1                       CCC- (sf)           CCC- (sf)
A2                       B- (sf)             B- (sf)
Senior                   BB+ (sf)            BB+ (sf)

Morgan Stanley ACES SPC
Series 2008-8
                                 Rating
Class                    To                  From
IA                       A- (sf)/Watch Pos   A- (sf)

Morgan Stanley Managed ACES SPC
Series 2007-16
                                 Rating
Class                    To                  From
IB                       BB+ (sf)            BB+ (sf)
IIB                      B+ (sf)             B+ (sf)

Morgan Stanley Managed ACES SPC
Series 2007-12
                                 Rating
Class                    To                  From
IIIA                     B+ (sf)             B+ (sf)
IVA                      CCC- (sf)           CCC- (sf)

Mt Kailash Series III
                                 Rating
Class                    To                  From
Cr Lkd Ln                B- (sf)/Watch Pos   B- (sf)

Mt. Kailash Series II
                                 Rating
Class                    To            From
Cr Link Ln               B- (sf)       CCC- (sf)/Watch Pos

Newport Waves CDO
Series 1
                                 Rating
Class                    To             From
A1-$LS                   B (sf)         BB+ (sf)/Watch Neg
A3-$LMS                  B- (sf)        BB+ (sf)/Watch Neg

Newport Waves CDO
Series 2
                                 Rating
Class                    To             From
A1-$LS                   BB (sf)        BB+ (sf)/Watch Neg
A1A-$LS                  BB (sf)        BB+ (sf)/Watch Neg
A1B-$LS                  BB- (sf)       BB (sf)/Watch Neg
A3-$LMS                  B+ (sf)        BB- (sf)/Watch Neg
A3A-$LMS                 B+ (sf)        BB- (sf)/Watch Neg

Newport Waves CDO
Series 4
                                 Rating
Class                    To             From
A3-YLS                   B- (sf)        BB+ (sf)/Watch Neg

Newport Waves CDO
Series 8
                                 Rating
Class                    To             From
A3-ELS                   B+ (sf)        BB- (sf)/Watch Neg

Newport Waves CDO
Series 7
                                 Rating
Class                    To             From
A1-ELS                   B (sf)         BB+ (sf)/Watch Neg

Omega Capital Investments PLC
EUR274 mil, 20 mil, US$160 mil Palladium CDO I Secured Floating
Rate Notes
Series 19
                                 Rating
Class                    To                   From
A-1U                     B+ (sf)/Watch Pos    B+ (sf)
B-1U                     CCC- (sf)/Watch Pos  CCC- (sf)

Repacs Trust Series: Bayshore I
                                 Rating
Class                    To                   From
A                        BBB- (sf)/Watch Pos  BBB- (sf)
B                        BB+ (sf)/Watch Pos   BB+ (sf)

Rutland Rated Investments
EUR5 mil, US$197 mil Dryden XII - IG Synthetic CDO 2006-1
                                 Rating
Class                    To                  From
A1A-$LS                  A+ (sf)             A+ (sf)
A2-$LS                   A+ (sf)             A+ (sf)
A3-$LS                   BBB+ (sf)           BBB+ (sf)
A3B-$LS                  BBB+ (sf)           BBB+ (sf)
A3C-$LS                  BBB+ (sf)           BBB+ (sf)
A5-$LS                   BB+ (sf)            BB+ (sf)
A7B-$FS                  B+ (sf)             B+ (sf)
A7B-$LS                  B+ (sf)             B+ (sf)
B1-$LS                   B+ (sf)             B+ (sf)
B1B-$LS                  B+ (sf)             B+ (sf)

STARTS (Cayman) Ltd.
AUD6 mil Maple Hill II Managed Synthetic CDO Series 2007-18
                                 Rating
Class                    To             From
B1-A1                    B- (sf)        CCC- (sf)/Watch Pos

STARTS (Cayman) Ltd.
US$60 mil Maple Hill II Managed Synthetic CDO, Series 2007-29
                                 Rating
Class                    To             From
B3-D3                    B- (sf)        CCC- (sf)/Watch Pos

STARTS (Ireland) PLC
Series 2006-20
                                 Rating
Class                    To                  From
A1-E1                    BB- (sf)/Watch Pos  BB- (sf)


* S&P Lowers 317 Ratings on 171 US RMBS Deals to 'D(sf)'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 317 classes of mortgage pass-through certificates from 171 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2009.

The complete ratings list is available in "U.S. RMBS Classes
Affected By The April 22, 2013, Rating Actions" at Standard &
Poor's Web site.

The downgrades reflects S&P's assessment of the impact that
principal writedowns had on the affected classes during recent
remittance periods.  Prior to the rating actions, S&P rated all
the lowered classes in this review 'CCC (sf)' or 'CC (sf)'.

About 65.62% of the defaulted classes were from transactions
backed by Alternative-A (Alt-A) or prime jumbo mortgage loan
collateral.  The 317 defaulted classes contain  the following:

   -- 105 classes from Alt-A transactions (33.12% of all
      defaults).

   -- 103 classes from prime jumbo transactions (32.49%).

   -- 71 classes from subprime transactions (22.40%).

   -- 35 classes from RMBS negative amortization transactions
      (11.04%).

   -- Two classes from a resecuritized real estate mortgage
      investment conduit (re-REMIC) transaction.

   -- One class from RMBS Federal Housing Administration/U.S.
      Department of Veterans Affairs transactions.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

S&P will continue to monitor its ratings on securities that
experience principal writedowns, and it will adjust its ratings as
it considers appropriate in accordance with its criteria.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.


                            *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged.  Send announcements to
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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
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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

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