TCR_Public/130526.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, May 26, 2013, Vol. 17, No. 144

                            Headlines

ALM VII: S&P Affirms 'BB' Rating on Class D Notes
AMERICAN OPPORTUNITY: Moody's Cuts Rating on 2001B Bonds to Caa3
ANTHRACITE CDO II: Fitch Affirms 'CC' Ratings on 2 Note Classes
ARES XVI: S&P Raises Rating on Class E Notes to From 'BB+'
ARES XXV: S&P Affirms 'BB' Rating on Class E Notes

BANC OF AMERICA 2000-1: Moody's Hikes Rating on Cl. K Certs to B1
BANC OF AMERICA 2005-1: S&P Lowers Rating on Class G Certs to 'D'
BANC OF AMERICA 2005-5: Moody's Affirms Ratings on 15 CMBS Issues
BLUEMOUNTAIN CLO 2013-1: S&P Assigns BB Rating on Class D Notes
BMI CLO I: S&P Affirms 'BB+' Rating on Class D Notes

BOSTON HARBOR 2004-1: S&P Raises Rating on Class D Notes to 'CCC'
BROOKSIDE MILL: S&P Assigns Prelim. 'BB' Rating on Class E Notes
CARFINANCE CAPITAL 2013-1: Moody's Rates Class D Notes '(P)Ba2'
CEFA POOL 2007: Moody's Outlook on Ba1 Rating Changed to Negative
CENT CLO 18: S&P Assigns Prelim. 'BB-' Rating on Class E Notes

COAST INVESTMENT 2001-1: S&P Affirms CC Rating on 2 Note Classes
COMM 2004-RS1: Fitch Lowers Ratings on 7 Cert. Classes to 'C'
COMMERCIAL MORTGAGE 1998-2: Fitch Keeps 'D' Rating on Cl. K Certs
DIVERSIFIED ASSET: Fitch Affirms 'CCC' Ratings on 2 Note Classes
FCC PROUDREED 2005: S&P Lowers Rating on Class D Notes to 'BB-'

FIRST UNION 1999-C2: Fitch Affirms 'D' Rating on Class M Notes
FIRST UNION 2000-C1: Fitch Affirms 'D' Rating on Class M Notes
G-FORCE 2006-1: Moody's Takes Action on 7 Note Classes
GE CAPITAL 2002-1: Fitch Affirms 'D' Rating on Class N Certs.
GMAC COMMERCIAL 1998-C2: Fitch Affirms 'D' Rating on $18.7MM Certs

GMAC COMMERCIAL 2000-C3: Fitch Affirms 'D' Rating on Cl. L Certs
IRVINE CORE 2013-IRV: S&P Assigns 'BB+' Rating on Class F Notes
J.C. PENNEY: S&P Lowers Rating on 8 Cert. Classes to 'CCC-'
JP MORGAN 2004-C3: Fitch Keeps 'D' Rating on Class P Certificates
JP MORGAN 2007-CIBC19: Moody's Cuts Ratings on Five CMBS Classes

JP MORGAN 2013-2: Fitch Rates $4.86-Mil. Class B-4 Certs 'BBsf'
JP MORGAN 2013-JWRZ: Moody's Assigns (P)Ba3 Rating to Cl. E CMBS
JP MORGAN 2013-JWRZ: S&P Assigns Prelim BB Rating on Class E Note
KEYCORP STUDENT: Moody's Mulls Upgrade of Loan Issues from 3 Deals
LEHMAN BROTHERS: Moody's Cuts Ratings on 8 Tranches From Two Deals

LEHMAN XS 2005-8: Moody's Cuts Rating on Class 1-A2 Secs. to Caa1
LONG POINT 2013-1: S&P Assigns 'BB' Rating on Class A Notes
MASTR 2006-FRE1: Moody's Hikes Ratings on 2 Subprime RMBS Tranches
MERRILL LYNCH: Moody's Takes Action on $76-Mil. of RMBS Issues
MERRILL LYNCH 2005-CIP1: Fitch Keeps D Rating on 4 Cert. Classes

MERRILL LYNCH 2007-C1: Fitch Puts 'B-' Rating on AM Certs. on RWN
MIDOCEAN CREDIT: S&P Affirms 'BB' Rating on Class D Notes
MORGAN STANLEY 1998-HF2: Fitch Cuts Rating on Class L Certs to 'D'
MORGAN STANLEY 2000-LIFE2: Fitch Affirms 'D' Rating on Cl. L Certs
MORGAN STANLEY 2001-IQ: Fitch Affirms 'B-' Rating on Class N Certs

MORGAN STANLEY 2003-HQ2: Fitch Ups Class H Cert. Rating to 'CCC'
MORGAN STANLEY 2007-XLF: Fitch Affirms D Rating on 4 Cert. Classes
MORGAN STANLEY 2011-C2: Fitch Affirms 'B-' Rating on Class H Certs
NAVIGATOR CDO 2006: S&P Raises Rating on Class D Notes to 'BB+'
NEWCASTLE CDO VIII: Moody's Affirms Ratings on 11 Note Classes

OFFUTT AFB: Moody's Lifts Series 2005 Cl. I Bond's Rating to Ba1
OHA CREDIT VIII: S&P Assigns 'BB' Rating on Class E Notes
OMI TRUST 2002-B: S&P Cuts A-1 Certs Rating to 'D' & Withdraws
ORANGE COVE: Moody's Confirms Successor Agency Ba1 Tax Bond Rating
PALMER SQUARE 2013-1: S&P Assigns 'BB' Rating on Class D Notes

PARTS PRIVATE: Fitch Affirms 'C' Jr. Subordinate Notes Rating
SANTA MONICA: Moody's Ups Successor Agency Tax Bond Rating to Ba1
SDART 2013-3: S&P Assigns 'BB+' Rating on Class E Notes
SEQUOIA MORTGAGE 2013-7: Fitch Rates $2.49MM Class B-4 Certs 'BB'
SOLOSO CDO 2005-1: Moody's Lowers Ratings on 3 CDO Note Tranches

TABERNA PREFERRED: Supp. Indenture No Impact on Moody's Ratings
THORNBURG MORTGAGE 2004-1: Moody's Ups Ratings on 3 RMBS Tranches
US CAPITAL II: Moody's Raises Ratings on 2 Note Issues to Caa1
WACHOVIA BANK 2003-C5: Moody's Takes Action on 16 CMBS Classes
WACHOVIA BANK 2005-C21: Moody's Keeps Ratings on $1.9-Bil of CMBS

WFRBS 2011-C2: Moody's Ratings Unchanged After Transfer/Assumption
WFRBS 2011-C5: New Special Servicer No Impact on Moody's Ratings

* Fitch Puts 217 Tranches of U.S. Student Loan ABS on Rating Watch
* Fitch Says 1Q 2013 U.S. Timeshare ABS Delinquencies Decline
* Fitch Says Losses Dip Three Straight Months for U.S. Auto ABS
* Fitch Says U.S. Auto loan ABS Losses Down for Three Months
* Fitch Says U.S. CREL CDO Delinquencies Remain in Holding Pattern

* Fitch: US Bank TruPS CDOs Combined Default & Deferrals Stable
* Fitch Says Lack of Stringent CMBS Underwriting Can Affect REITs
* Moody's Reviews Ratings on $11.5 Billion of RMBS Issues
* Moody's Takes Action on $112MM of 24 Alt-A RMBS Tranches
* Moody's Raises Rating on Santa Monica's Earthquake TABs to Ba1

* S&P Withdraws Ratings on 50 Classes from 24 CDO Transactions
* S&P Lowers 7 Ratings on 2 US CMBS Transactions to 'D'
* S&P Lowers 14 Ratings on 2 U.S. CMBS Transactions
* S&P Lowers 308 Ratings on 169 U.S. RMBS Deals to 'D'
* S&P Affirms 8 Ratings from 74 US RMBS Transactions

* S&P Puts 3 Ratings on 3 US CDO Transactions on Creditwatch Pos.
* S&P Puts 102 Ratings on 24 US CLO Transactions on CreditWatch
* S&P Raises Ratings on 14 US Manufactured Housing and Marine ABS


                            *********


ALM VII: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ALM VII
Ltd./ALM VII LLC's $669.4 million floating-rate notes following
the transaction's effective date as of March 15, 2013.

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

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

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

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

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

In S&P's published effective date report, it discusses its
analysis of the information provided by the transaction's trustee
and collateral manager in support of their request for effective
date rating affirmation.  In most instances, S&P intends to
publish an effective date report each time it issues an effective
date rating affirmation on a publicly rated U.S. cash flow CLO.

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

ALM VII Ltd./ALM VII LLC

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                      2.625
A-1                        AAA (sf)                     446.25
A-2                        AA (sf)                       78.75
B (deferrable)             A (sf)                       58.625
C (deferrable)             BBB (sf)                     34.125
D (deferrable)             BB (sf)                       29.75
E (deferrable)             B (sf)                        19.25


AMERICAN OPPORTUNITY: Moody's Cuts Rating on 2001B Bonds to Caa3
----------------------------------------------------------------
Moody's downgrades the rating of American Opportunity For Housing
Multifamily Housing Revenue Bonds (Dublin, Kingswood, and
Waterford Apartments) $1,390,000 Subordinate Series 2001B to Caa3
from Caa2. The B2 rating of the $13,025,000 Senior Series 2001A
has been confirmed. The Junior Subordinate Series C bonds are not
rated.

Rating Rationale

This rating action is based on the overall bond program's
continued decline in financial performance as indicated by the
repeated tapping of the Series B debt service reserve fund with no
replenishments due to insufficient revenue, as well as low
balances in the repair and replacement reserve fund.

Strengths

  The bonds are secured by the pooled revenues of all three
  projects.

  The Series A debt service reserve remains fully funded.

Challenges

  The Series B debt service reserve fund (DSRF) has been tapped
  repeatedly, almost to depletion, with no replenishment.

  Owner contributions have been necessary in the past to assist in
  debt service coverage sufficiency.

  Low repair and replacement reserve fund balance

What Could Change The Rating Up

  A deposit to the Subordinate Series 2001B debt service reserve
  fund resulting in an improved financial position

  Improved operating performance of the properties resulting in an
  improved financial position of the overall bond program

What Could Change The Rating Down

  Depletion of the Subordinate Series 2001B debt service reserve

  Tapping of the Senior Series A debt service reserve

  Deterioration of operating performance of the properties

Rating Methodology

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


ANTHRACITE CDO II: Fitch Affirms 'CC' Ratings on 2 Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed six classes issued by Anthracite CDO II
Ltd./Corp. (Anthracite CDO II). The affirmations are a result of
amortization of the capital structure offsetting the negative
credit migration of the underlying portfolio.

Key Rating Drivers:

Since the last rating action in June 2012, approximately 19.7% of
the collateral has been downgraded. Currently, 55.8% of the
portfolio has a Fitch-derived rating below investment grade with
35.1% having a rating in the 'CCC' category and below, compared to
36.6% and 25.4%, respectively, at the last rating action. Over
this period, the transaction has received $74.5 million in
paydowns which has resulted in the full repayment of the class A
and B notes and $6.5 million in paydowns to the class C notes.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. 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. 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. The class D and E
notes' breakeven rates are generally consistent with the ratings
assigned below.

For the class F and G 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 F and G notes have been affirmed at 'CCsf', indicating
that default is probable.

The Stable Outlook on the class C notes reflects Fitch's view that
the transaction will continue to delever. The Negative Outlook on
the class D and E notes reflects the risk of adverse selection as
the portfolio continues 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.

Anthracite CDO II is a commercial real estate collateralized debt
obligation (CRE CDO) that closed on Dec. 10, 2002. The collateral
is composed of 22 assets from 15 obligors of which 95.3% are
commercial mortgage backed securities (CMBS) and 4.7% commercial
real estate loans.

Fitch has affirmed the following classes:

-- $37,139,000 class C notes at 'BBB-sf'; Outlook to Stable from
   Negative;
-- $4,320,699 class C-FL notes at 'BBB-sf'; Outlook to Stable
   from Negative;
-- $19,991,000 class D notes at 'Bsf'; Outlook Negative;
-- $10,442,404 class E notes at 'Bsf'; Outlook Negative;
-- $14,579,422 class F notes at 'CCsf';
-- $11,836,214 class G notes at 'CCsf'.


ARES XVI: S&P Raises Rating on Class E Notes to From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Ares XVI
CLO Ltd.'s class A notes, following the company's optional
redemption of the notes.  At the same time, S&P issued a 'AAA(sf)'
rating on the replacement class A-R notes, the proceeds of which
were used to redeem the class A notes, as outlined by provisions
in the transaction documents.  S&P raised its ratings on the class
C, D, and E notes and affirmed its rating on the class B notes.
Ares XVI CLO Ltd. is a collateralized loan obligation (CLO)
transaction, managed by Ares Management LLC, that closed in March
2011.

Ares XVI CLO Ltd. enters its amortization phase.  The class A-R
notes were issued via a supplemental indenture.  All of the
proceeds from the A-R notes were used to redeem the class A notes.
The A-R notes were issued at 0.98% over three-month LIBOR--a
reduction from the class A notes' interest rate of 1.60% over
three-month LIBOR.  The rating S&P assigned to the class A-R notes
and its affirmation of the rating on the class B notes reflect its
opinion that credit support available to the notes is sufficient
at the current rating level.  The upgrades reflects S&P's view
that the lower interest rate on the class A-R notes will provide
additional cash flow to support the class C, D, and E notes.

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

          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/1547.pdf

RATINGS LIST

Ares XVI CLO Ltd.

New Rating

Replacement class A-R notes                  AAA(sf)


Rating Withdrawn
                              To             From
Class A notes                 NR             AAA(sf)


Upgraded
                              To             From
Class C                       AA+(sf)        AA(sf)
Class D                       A(sf)          A-(sf)
Class E                       BBB-(sf)       BB+(sf)

Rating Affirmed

Class B                       AAA(sf)

Increasing risks on external debt payments derived from the
consequences of legal actions against Argentina in international
courts, a worsening external position, mostly likely from
financial outflows, or additional policy actions that exacerbate
political polarization and further diminish Argentina's growth
prospects could lead to a downgrade on Argentina.  On the other
hand, the ratings could stabilize if the government takes actions
that restore investor confidence on medium-term prospects for the
economy (on the monetary or structural front), and thus reduce
uncertainty over its external liquidity position.  A revision to
stable on the sovereign outlook will trigger a similar rating
action on the country's banks.


ARES XXV: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Ares
XXV CLO Ltd./Ares XXV CLO LLC's $507.25 million fixed- and
floating-rate notes following the transaction's effective date as
of Feb. 1, 2013.

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

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

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

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

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

In S&P's published effective date report, it discusses its
analysis of the information provided by the transaction's trustee
and collateral manager in support of their request for effective
date rating affirmation.  In most instances, S&P intends to
publish an effective date report each time it issues an effective
date rating affirmation on a publicly rated U.S. cash flow CLO.

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

Ares XXV CLO Ltd./Ares XXV CLO LLC
Class                   Rating                  Amount
                                              (mil. $)
A                       AAA (sf)                339.50
B-1                     AA (sf)                  45.00
B-2                     AA (sf)                  23.75
C (deferrable)          A (sf)                   45.25
D (deferrable)          BBB (sf)                 29.00
E (deferrable)          BB (sf)                  24.75


BANC OF AMERICA 2000-1: Moody's Hikes Rating on Cl. K Certs to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed two classes of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2000-1 as
follows:

Cl. H, Upgraded to A3 (sf); previously on May 25, 2012 Upgraded to
B2 (sf)

Cl. K, Upgraded to B1 (sf); previously on May 25, 2012 Upgraded to
Caa2 (sf)

Cl. L, Affirmed C (sf); previously on Jan 28, 2010 Downgraded to C
(sf)

Cl. X, Affirmed Caa3 (sf); previously on Feb 22, 2012 Downgraded
to Caa3 (sf)

Ratings Rationale:

The upgrades of classes H and K are due to increased credit
support as a result of paydowns from amortization and loan
payoffs. The pool has paid down 60% since Moody's last full
review. The rating of Class L is consistent with Moody's expected
loss and thus is affirmed. 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 1.7% of the
current balance compared to 38% at last review. Moody's base
expected losses plus realized losses is now 4.9% of the original
pooled balance compared to 4.8% 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 in the 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.

The hotel sector continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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 U.S. CMBS Large Loan/Single
Borrower Transactions" published in July 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 5, the same as at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses 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 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 25, 2012.

Deal Performance:

As of the May 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $14.5
million from $771.2 million at securitization. The Certificates
are collateralized by six mortgage loans ranging in size from less
than 13% to 20% of the pool. One loan, representing 20% of the
pool, has defeased and is secured by U.S. government securities.
There are no loans with investment grade credit assessments.

One loan, representing 13% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of 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 been liquidated from the pool since
securitization resulting in an aggregate $37.9 million loss (31%
loss severity on average), compared to $23.5 million at last
review. There are currently no loans in special servicing.

Moody's was provided with full year 2011 and partial year 2012
operating results for 100% and 83% of the pool, respectively.
Moody's weighted average LTV is 60% compared to 68% at last
review. Moody's net cash flow reflects a weighted average haircut
of 11.8% 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 1.41X and 2.24X,
respectively, compared to 1.25X and 2.27X, 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 53% of the pool
balance. The largest loan is the Huntersville Square Loan ($2.9
million -- 20.3% of the pool), which is secured by an 85,000
square foot retail center located in Huntersville, North Carolina.
The largest tenants are Food Lion (48% of the Net Rentable Area
(NRA); lease expiration October 2025) and Tuesday Morning Inc.
(11% of the NRA; lease expiration July 2013). As of December 2012,
the property was 87% leased compared to 94% at last review.
Performance has declined due to the decrease in occupancy. Moody's
LTV and stressed DSCR are 58% and 1.76X, respectively, compared to
54% and 1.89X at last review.

The second largest loan is the Bainbridge Market Place Loan ($2.7
million -- 19% of the pool), which is secured by a 46,000 square
foot retail center located in Chesapeake, Virginia. As of June
2012, the property was 91% leased, the same as at last review. The
two largest tenants are Food Lion (82% of the NRA; lease
expiration February 2019) and Check into Cash (3% of the NRA;
lease expiration September 2012). Moody's LTV and stressed DSCR
are 81% and 1.34X, compared to 80% and 1.36X at last review.

The third largest loan is the Venbury Trail Apartments ($2.0
million -- 14% of the pool), which is secured by a 96-unit
multifamily garden apartment complex. As of December 31, 2012, the
property was 97% leased, the same as at last review. Moody's LTV
and stressed DSCR are 56% and 1.83X, respectively, compared to 69%
and 1.49X at last review.


BANC OF AMERICA 2005-1: S&P Lowers Rating on Class G Certs to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G commercial mortgage pass-through certificate from Banc of
America Commercial Mortgage Inc.'s series 2005-1, a U.S.
commercial mortgage-backed securities (CMBS) transaction, to 'D
(sf)' from 'CCC- (sf)'.

"We lowered our rating to 'D (sf)' on the class G certificate
following principal losses detailed in the May 10, 2013, trustee
remittance report.  The principal loss on class G was attributable
to the liquidation of the $39.4 million Tri-Star Estates
Manufactured Housing Community asset, which was with the special
servicer, C-III Asset Management LLC.  According to the May
remittance report, the loss severity for this asset was 86.2%
(totaling $33.9 million in principal losses).  Consequently, class
G reported a 41.0% loss to its $20.3 million original principal
balance, while class H lost 100% of its $25.6 million opening
balance.  We had previously lowered our rating on class H
to 'D (sf)', S&P said.

          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.


BANC OF AMERICA 2005-5: Moody's Affirms Ratings on 15 CMBS Issues
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-5 as follows:

Cl. A-3B, 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. A-J, Affirmed Aa3 (sf); previously on Nov 3, 2010 Downgraded
to Aa3 (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Mar 9, 2011 Confirmed at
Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. B, Affirmed A3 (sf); previously on Nov 3, 2010 Downgraded to
A3 (sf)

Cl. C, Affirmed Baa1 (sf); previously on Nov 3, 2010 Downgraded to
Baa1 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Nov 3, 2010 Downgraded to
Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Nov 3, 2010 Downgraded to
Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Nov 3, 2010 Downgraded to
B2 (sf)

Cl. G, Affirmed Caa1 (sf); previously on Nov 3, 2010 Downgraded to
Caa1 (sf)

Cl. H, Affirmed Ca (sf); previously on Nov 3, 2010 Downgraded to
Ca (sf)

Cl. J, Affirmed C (sf); previously on Nov 3, 2010 Downgraded to C
(sf)

Cl. K, Affirmed C (sf); previously on Nov 3, 2010 Downgraded to C
(sf)

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

Ratings Rationale:

The affirmations of 14 principal and interest bonds 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
credit performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 5.2% of the
current pooled balance, the same as at last review. Moody's base
expected loss plus realized losses is now 6.7% of the original
pooled balance, the same as 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.

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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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 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
credit neutral Herf score is 40. The pool has a Herf of 32
compared to 33 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 June 28, 2012.

Deal Performance:

As of the May 13, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $1.41
billion from $1.96 billion at securitization. The Certificates are
collateralized by 86 mortgage loans ranging in size from less than
1% to 7% of the pool, with the top ten loans representing 46% of
the pool. Two loans, representing 2% of the pool, have defeased
and are secured by U.S. Government securities. The pool contains
one loan with an investment grade credit assessment, representing
4% of the pool.

Twelve loans, representing 18% 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.

Seven loans have been liquidated from the pool, resulting in a
realized loss of $50.4 million (27% loss severity). The trust has
incurred an additional $6.5 million dollars in losses from
principal forgiveness associated with loan modifications ($5.4
million) and additional trust expenses related to liquidated loans
($1.1 million). This brings the aggregate realized loss to $56.9
million. Currently three loans, representing 3% of the pool, are
in special servicing. The largest specially serviced loan is the
I.Park Hudson Loan ($28.2 million -- 2.0% of the pool), which is
secured by a mixed use technology and office campus totaling
468,000 square feet (SF) located in Yonkers, New York. The loan
transferred to special servicing in December 2011 due to imminent
default. Borrower indicated that a tenant has made an offer to
purchase a major portion of the collateral and has requested to
pay off the loan in full. The borrower has provided a copy of an
executed purchase and sale agreement along with a letter from the
NY Attorney General indicating no objection to formation of the
condominium which will be formed to accommodate the sale of the
collateral.

The second largest specially serviced loan is the Hotel Fort Wayne
($11.7 million -- 0.8% of the pool), which is secured by a 222
room full service hotel located in Fort Wayne, Indiana. The hotel
was formerly a Marriot and was re-branded in 2013 with the
termination of the franchise agreement at year end 2012. The loan
was transferred to special servicing in February 2012 due to
payment default. The borrower consented to a receivership in June
2012 with the authority to operate and sell the hotel. The special
servicer indicated that a receivership short sale is being
pursued. The property was taken to market and the highest offer
accepted. The offer is in its due diligence stage.

The third largest specially serviced loan is the AmericInn Hotel
and Suites ($7.5 million -- 0.5% of the pool), which is secured by
a 111- room full service hotel located in Sarasota, Florida. The
loan was transferred to the special servicer in March 2013. The
loan was previously modified in August 2010 with a term extension
and rate reduction. The special servicer indicated it has not
decided on a resolution strategy.

Moody's has assumed a high default probability for eight poorly
performing loans representing 15% of the pool and has estimated an
aggregate $31.9 million loss (15.3% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for
100% of the pool and full year or partial year 2012 operating
results for 87% of the pool. Excluding specially serviced and
troubled loans, Moody's weighted average conduit LTV is 97%
compared to 105% 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 9.28%.

Excluding special serviced and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.51X and 1.08X, respectively, compared
to 1.37X and 1.01X 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 Torre Mayor Loan ($51.0
million -- 3.6% of the pool), which is secured by an 823,000 SF
Class A office building located in Mexico City, Mexico. The loan
represents a 50% pari passu interest in a $102 million senior
note. There is also a subordinate $18.8 million note held outside
the trust. The property was 99% leased as of December 2012, the
same at last review. Approximately 51% of the net rentable area
(NRA) expires in 2012 and 2013. The servicer indicated that
approximately 98% of the roll over will be renewed. Moody's
current credit estimate and stressed DSCR are A1 and 2.71X,
respectively, compared to A1 and 2.35X at last review.

The top three conduit loans represent 19% of the pool. The largest
conduit loan is the Sotheby's Building Loan ($96.2 million -- 6.8%
of the pool), which is secured by a 406,000 SF office building
located in New York City. The loan represents a 48% pari passu
interest in a $202.1 million loan. The property is 100% leased to
Sotheby's (Moody's senior unsecured rating Ba3, stable outlook)
through December 2022 with two, ten year renewal options. Moody's
utilized a Lit/Dark scenario in its analysis to account for the
single tenant risk. Moody's LTV and stressed DSCR are 94% and
0.97X, respectively, compared to 97% and 0.95X at last review.

The second largest conduit loan is the Fireman's Fund Loan ($86.9
million -- 6.2% of the pool), which is secured by a 710,000 SF
office property located in Novato, California. The loan represents
a 52% pari passu interest in a $165.8 million loan. The property
is 100% leased to Fireman's Fund Insurance Company (Moody's
insurance financial strength rating A2, stable outlook) through
November 2018. Fireman's Fund occupied only 450,000 SF (64%) at
securitization with the rest of the space subleased. Moody's
utilized a Lit/Dark scenario in its analysis to account for the
single tenant risk. Moody's LTV and stressed DSCR are 100% and
1.05X, respectively, compared to 107% and 0.99X at last review.

The third largest conduit loan is the Wateridge Office Park ($86.6
million -- 6.1% of the pool), which is secured by a 513,000 SF
office property located in Los Angeles, California. Occupancy has
increased to 80% as of December 2012 compared to 69% in December
2011. However, the lease for a major tenant, Bae Systems (150,000
SF), is expiring in November 2013 and the servicer has indicated
the tenant will only be renewing 10-19,000 SF of the space.
Moody's net cash flow was stressed to incorporate the lease
rollover risk. Moody's LTV and stressed DSCR are 146% and 0.69X,
respectively, compared 121% and 0.82X at last review.


BLUEMOUNTAIN CLO 2013-1: S&P Assigns BB Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
BlueMountain CLO 2013-1 Ltd./BlueMountain CLO 2013-1 LLC's
$460.6 million floating- and fixed-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which S&P assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.28% to 11.57%.

   -- The transaction's overcollateralization and interest
      coverage tests, a failure of which would 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/1542.pdf

RATINGS ASSIGNED

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

Class                Rating                 Amount
                                          (mil. $)
A-1                  AAA (sf)                310.0
A-2A                 AA (sf)                  57.0
A-2B                 AA (sf)                   5.0
B (deferrable)       A (sf)                   39.0
C (deferrable)       BBB (sf)                 26.0
D (deferrable)       BB (sf)                  23.6
Subordinated notes   NR                       53.6

NR--Not rated.


BMI CLO I: S&P Affirms 'BB+' Rating on Class D Notes
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1 and A-2 notes from BMI CLO I, a U.S. cash flow
collateralized loan obligation transaction managed by BlackRock
Financial Management Inc., after the notes were redeemed in full.
At the same time, S&P assigned  ratings to the replacement class
A-1R and A-2R notes whose proceeds were used to redeem the
original class A-1 and A-2 notes, as outlined by provisions in the
transaction documents.  S&P also affirmed its ratings on the class
B, C, and D notes from the same transaction.

The collateral manager is terminating the reinvestment period
today, causing the transaction to begin its amortization phase.
The class A-1R and A-2R notes were issued via a supplemental
indenture.  The class A-1R notes were issued at 0.94% over three-
month LIBOR, a reduction from the class A-1 note interest rate of
1.25% over three-month LIBOR.  The class A-2R notes were issued at
1.45% over three-month LIBOR, a reduction from the class A-2 note
interest rate of 1.90% over three-month LIBOR.  The ratings
assigned to the class A-1R and A-2R notes and the affirmations
reflects S&P's opinion that credit support available to the notes
is sufficient at the current rating level.

S&P will continue to review whether, in its view, the ratings on
the notes 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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com/1554.pdf

RATINGS WITHDRAWN

BMI CLO I

                   Rating
Class         To            From
A-1           NR            AAA (sf)
A-2           NR            AAA (sf)

NR-Not rated.

RATINGS ASSIGNED
BMI CLO I

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

RATINGS AFFIRMED
BMI CLO I

Class              Rating
B                  AA- (sf)
C                  A- (sf)
D                  BB+ (sf)


BOSTON HARBOR 2004-1: S&P Raises Rating on Class D Notes to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from Boston Harbor CLO 2004-1, Ltd., a
collateralized loan obligation (CLO) transaction managed by Putnam
Advisory Company LLC.

Since the February 2011 rating action, the class A note has paid
off in full.  As of the April 2013 trustee report, the principal
cash balance was $14.23 million.  S&P upgraded the class C note to
'AAA(sf)' as a result of the increase in credit support available.

Since the last rating action, the class D overcollateralization
ratio has increased as a result of amortization.  However, the
amortization has left 19 performing obligors remaining in the
portfolio as of the April 2013 trustee report.  S&P notes that
some of the 'CCC' rated assets currently have negative outlooks,
and four other assets, representing over 14% of the portfolio,
mature beyond the legal final maturity of the transaction.

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.

RATING ACTIONS

Boston Harbor CLO 2004-1, Ltd.

                   Rating
Class        To              From
C            AAA(sf)         A+(sf)
D            CCC(sf)         CCC-(sf)


BROOKSIDE MILL: S&P Assigns Prelim. 'BB' Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Brookside Mill CLO Ltd./Brookside Mill CLO LLC's
$420.25 million fixed- and floating-rate notes.

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

The preliminary ratings are based on information as of May 22,
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 (CDO) criteria.

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

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

   -- The asset manager's experienced management team.

   -- 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 0.2751%-12.8133%.

   -- 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/1555.pdf

PRELIMINARY RATINGS ASSIGNED

Brookside Mill CLO Ltd./Brookside Mill CLO LLC

Class                Rating               Amount (mil. $)
X                    AAA (sf)                  2.25
A-1                  AAA (sf)                237.00(i)
A-2                  AAA (sf)                 40.00(ii)
B-1                  AA (sf)                  53.00
B-2                  AA (sf)                  11.00
C-1 (deferrable)     A (sf)                   21.50
C-2 (deferrable)     A (sf)                   10.00
D (deferrable)       BBB (sf)                 24.25
E (deferrable)       BB (sf)                  21.25
Subordinated notes   NR                      51.125

   (i) Includes $40 million in aggregate of outstanding class A-2
       notes that could be converted into class A-1 notes on the
       conversion date.
  (ii) This is a commitment amount.  There will be no outstanding
       class A-2 notes on closing.
    NR--Not rated.


CARFINANCE CAPITAL 2013-1: Moody's Rates Class D Notes '(P)Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
notes to be issued by CarFinance Capital Auto Trust 2013-1 (CFCAT
2013-1). This transaction is a securitization of subprime auto
loans originated and serviced by CarFinance Capital LLC (NR). The
complete rating action is as follows:

Class A Notes, Assigned (P)A3 (sf)

Class B Notes, Assigned (P)Baa1 (sf)

Class C Notes, Assigned (P)Baa3 (sf)

Class D Notes, Assigned (P)Ba3 (sf)

Ratings Rationale:

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience and expertise of CarFinance
Capital LLC as the servicer.

Moody's median cumulative net loss expectation is 12.00% for the
CFCAT 2013-1 pool. Moody's net loss expectation for the CFCAT
2013-1 transaction is based on an analysis of the credit quality
of the underlying collateral, comparable issuer historical
performance trends, the ability of CarFinance Capital LLC to
perform the servicing functions, the backup servicing arrangement
with Wells Fargo Bank, National Association (Aa3), and current
expectations for future economic conditions.

The V Score for this transaction is Medium/High, which is weaker
than the Medium V score assigned for the U.S. Prime Retail Auto
Loan ABS sector. The V Score indicates "Medium/High" uncertainty
about critical assumptions.

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).

The principal methodology used in this rating was Moody's Approach
to Rating U.S. Auto Loan-Backed Securities published in May 2011.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed from 12% to 28.0%,
30.0% or 32.0%, the initial model-indicated output might change
from A3 to Baa1, Ba1, and B1, respectively. If the net loss used
in determining the initial rating were changed to 16.0%, 20.0%, or
23.5%, the initial model-indicated output for the Class B notes
might change from Baa1 to Baa2, Ba2, and B2, respectively. If the
net loss used in determining the initial rating were changed to
12.5%, 15.5%, or 18.5%, the initial model-indicated output for the
Class C notes might change from Baa3 to Ba1, B1, and respectively, and the initial model-indicated output for the Class
D notes might change from Ba3 to B1,
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.


CEFA POOL 2007: Moody's Outlook on Ba1 Rating Changed to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the A1 rating on pooled college
and university projects series 1997C, Baa3 rating on CEFA Pool
series 1999B, and Ba1 rating on CEFA Pool series 2007 Revenue Bond
issued by the California Educational Facilities Authority (CEFA).
The outlook remains stable on CEFA Pool series 1997C and series
1999B and is revised to stable from negative on CEFA Pool series
2007.

Rating Rationale:

The rating for the CEFA Pool Revenue Bonds is based on the "Weak
Link Plus" approach, which places a greater emphasis on the
probability of default by the weakest participant in the pool.
CEFA's pooled financing is unenhanced, with each institution
responsible only for its portion of total debt service.

The revision to outlook to stable from negative on CEFA Pool
Series 2007 bonds reflects the anticipated improvement in credit
fundamentals of Keck Graduate Institute (KGI), a pool participant.

Outlook:

The revision of outlook to stable on CEFA Pool series 2007 bonds
reflects expectations that Keck's operating performance will
improve in the near term with a resulting increase in liquidity.
The rating outlook on CEFA Pool series 1997C and 1999B bonds is
stable based on stable outlook of the pool participants.

What Could Make The Rating Go Up / Down?

Rating can change due to the rating changes of the individual
participants and also due to the change in relative share in the
pool due to scheduled maturities and refundings.

Methodology:

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011. The secondary methodology used in this rating was Public
Sector Pool Financings published in July 2012.


CENT CLO 18: S&P Assigns Prelim. 'BB-' Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Cent CLO 18 Ltd./Cent CLO 18 Corp.'s $473.75 million
floating-rate notes.

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

The preliminary ratings are based on information as of May 20,
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
      (not counting excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.27%-11.67%.

   -- 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/1553.pdf

PRELIMINARY RATINGS ASSIGNED

Cent CLO 18 Ltd./Cent CLO 18 Corp.

Class                Rating          Amount (mil. $)
X                    AAA (sf)                   3.75
A                    AAA (sf)                 315.00
B-1                  AA (sf)                   55.50
B-2                  AA (sf)                   10.00
C-1 (deferrable)     A (sf)                    31.25
C-2 (deferrable)     A (sf)                     2.00
D (deferrable)       BBB (sf)                  25.00
E (deferrable)       BB- (sf)                  26.25
P (i)                AA+ (sf)NRi(ii)            5.00
Subordinated notes   NR                        53.75

  (i) The class P notes are secured by a U.S. Treasury Strip, with
      a face value of $5 million.
(ii) 'NRi' indicates that the interest is not rated.
  NR -- Not rated.



COAST INVESTMENT 2001-1: S&P Affirms CC Rating on 2 Note Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1 and B-2 notes from Coast Investment Grade 2001-1 Ltd., a
collateralized debt obligation transaction, backed by tranches
from mostly collateralized loan obligations.  S&P also affirmed
its ratings on the class C-1 and C-2 notes from the same
transaction.  The transaction is managed by Coast Asset Management
LLC.

Coast Investment Grade 2001-1 Ltd. ended its reinvestment period
in October 2005 and principal proceeds are being used to pay down
the notes.  The class A notes have paid down completely.  Since
S&P's last affirmation on Dec. 8, 2011, the class B notes have
paid down over $35 million in total and are currently only 3.42%
of their original notional balance.

Only 10 assets remain in the pool, the majority of which are
non-investment-grade.  Of these 10, two are considered defaulted,
while three others are deferring their current interest, according
to the April 4, 2013, trustee report.  The handful of assets
remaining in the pool increases the portfolio's concentration
risk.

However, there has been a large increase in the
overcollateralization (O/C) ratios due to the paydowns since
October 2011.  The senior O/C ratio (the class B-2 ratio) has
increased more than 86% to 227.41%, per the April 2013 trustee
report, from 140.96% noted in the October 2011 report, which S&P
used for its affirmation in December 2011.

S&P upgraded the class B-1 and B-2 notes to 'BBB+ (sf)' because of
the paydowns and small outstanding balances.  S&P affirmed its 'CC
(sf)' ratings on the class C-1 and C-2 notes to reflect the tail
risk in the transaction.

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

RATING ACTIONS

Coast Investment Grade 2001-1 Ltd.
              Rating
Class     To           From
B-1       BBB+ (sf)    CCC+ (sf)
B-2       BBB+ (sf)    CCC+ (sf)

RATINGS AFFIRMED

Coast Investment Grade 2001-1 Ltd.
          Rating
C-1       CC (sf)
C-2       CC (sf)


TRANSACTION INFORMATION

Issuer:             Coast Investment Grade 2001-1 Ltd.
Co-issuer:          Coast Investment Grade 2001-1 Corp.
Collateral manager: Coast Asset Management LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO of CDO


COMM 2004-RS1: Fitch Lowers Ratings on 7 Cert. Classes to 'C'
-------------------------------------------------------------
Fitch Ratings has upgraded one, affirmed five, and downgraded
eight classes issued by COMM 2004-RS1 Ltd./Corp. (COMM 2004-RS1).
The affirmations are a result of amortization of the capital
structure. The downgrades are a result of increased principal
losses on the underlying collateral.

Key Rating Drivers:

Since the last rating action in June 2012, approximately 14.4% of
the collateral has been downgraded and 52.6% has been upgraded.
Currently, 34.9% of the portfolio has a Fitch derived rating below
investment grade with 27.9% having a rating in the 'CCC' category
and below, compared to 20.8% and 20.8%, respectively, at the last
rating action. Over this period, the class A notes have received
$98.8 million in pay downs for a total of $203.5 million since
issuance.

One obligor, Marquee 2004-1, comprises 50% of the portfolio.
Marquee 2004-1 is a repack of one mezzanine class of CMCMT 1998-
C1, a commercial mortgage-backed securities (CMBS)
resecuritization. The current weighted average Fitch derived
rating of the underlying bonds in CMCMT 1998-C1 has declined since
last rating action at to 'CCC/CCC-' from 'B-/CCC+'. However, the
Marquee notes within COMM 2004-RS1 have continued to delever.

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 Rating Loss Rates (RLR)
were then compared to the credit enhancement of the classes. Fitch
also analyzed the structure's sensitivity to the assets that are
distressed, experiencing interest shortfalls, and those with near-
term maturities. Given the significant concentration of Marquee
2004-1 within the portfolio, Fitch analyzed the Marquee 2004-1
classes based on an analysis of the CMCMT 1998-C1 portfolio using
PCM. The class A notes have been upgraded to reflect that they are
covered by highly rated collateral, but the upgrade was limited
due to the increased risk for interest shortfall on the notes as a
result of increased concentration and adverse selection. The
passing ratings on the class B notes are generally consistent with
the ratings assigned below.

For the class C through N 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 C notes have been downgraded to 'CCsf', indicating that
default is probable. Similarly, the class D through K notes have
been downgraded and the class L through N notes affirmed at 'Csf',
indicating that default is inevitable.

The Stable Outlook on the class A notes reflects its priority in
the capital structure and Fitch's view that the transaction will
continue to delever. The Negative Outlook on the class B notes
reflects the risk of adverse selection as the portfolio continues
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.

COMM 2004-RS1 is a CMBS mezzanine resecuritization that closed in
November 2004. Currently, 50% of the portfolio is composed of five
classes of Marquee 2004-1 and the remaining 50% is CMBS collateral
from the 2001 and 2004 vintages.

Fitch has upgraded the following class:

-- $17,126,005 class A to 'Asf' from 'BBBsf'; Outlook to Stable
   from Negative.

Fitch has affirmed the following classes:

-- $39,020,000 class B-1 at 'Bsf'; Outlook Negative;
-- $41,298,000 class B-2 at 'Bsf'; Outlook Negative;
-- $1,520,000 class L at 'Csf';
-- $622,000 class M at 'Csf';
-- $2,384,528 class N at 'Csf'.

Fitch has downgraded the following classes:

-- $13,386,000 class C to 'CCsf' from 'CCCsf';
-- $12,955,000 class D to 'Csf' from 'CCsf';
-- $4,318,000 class E to 'Csf' from 'CCsf';
-- $3,023,000 class F to 'Csf' from 'CCsf';
-- $2,056,000 class G to 'Csf' from 'CCsf';
-- $2,176,000 class H to 'Csf' from 'CCsf';
-- $725,000 class J to 'Csf' from 'CCsf';
-- $1,313,000 class K to 'Csf' from 'CCsf'.


COMMERCIAL MORTGAGE 1998-2: Fitch Keeps 'D' Rating on Cl. K Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed five classes of Commercial Mortgage
Acceptance Corp. (CMAC) commercial mortgage pass-through
certificates series 1998-C2 due to the stable performance of the
pool since last review.

Key Rating Drivers

The affirmations are due to stable performance of the pool with
sufficient credit enhancement to the remaining classes. Fitch
modeled losses of 5.3% of the remaining pool; expected losses on
the original pool balance total 3.2%, including $86.2 million (3%
of the original pool balance) in realized losses to date. Fitch
has designated 10 loans (18.4%) as Fitch Loans of Concern, which
includes one specially serviced asset (0.7%). Several loans did
not report recent operating information, for those loans Fitch
added additional stresses to performance.

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 95.5% to $131.2 million from
$2.89 billion at issuance. Per the servicer reporting, 10 loans
(28.9% of the pool) are defeased. Interest shortfalls are
currently affecting classes J through M.

The largest contributor to expected losses is secured by a 337
room full service hotel with a retail/commercial component in
Newport Beach, CA (7.9% of the pool). The hotel has experienced
recent performance decline due to low departmental revenue which
is 29% below the underwritten level; the servicer reported year-
end 2011 and year-end 2012 DSCR as 0.82x and 0.64x respectively.
Recent occupancy information was not provided to Fitch.

The next largest contributor to expected losses is secured by a
99,600 sf healthcare facility in Elmhurst, NY (2.5%). This
property has experienced performance declines, as the servicer
reports the year-end 2011 DSCR at 0.69x which compares to 1.50x at
underwriting. Fitch was provided with neither year-end 2012
financials nor occupancy information.

Rating Sensitivities

The ratings on classes G and H are expected to be stable as the
credit enhancement remains high through continued pay down and
defeasance. The rating on class J could be downgraded further if
expected losses increase, or tenant rollover issues result in
additional loans being transferred to special servicing.

Fitch affirms the ratings and revises the Recovery Estimates (RE)
for the following classes:

-- $65.1 million class J at 'CCsf', RE 95%;
-- $763,449 class K at 'Dsf'; RE 0%.

Fitch affirms the following classes:

-- $21.7 million class G at 'AAAsf'; Outlook Stable;
-- $36.1 million class H at 'AA-sf'; Outlook Stable;
-- $0 class L at 'Dsf'; RE 0%.

The class A-1, A-2, A-3, B, C, D and E certificates have paid in
full. Fitch does not rate the class F and M certificates. Fitch
previously withdrew the rating on the interest-only class X
certificates.


DIVERSIFIED ASSET: Fitch Affirms 'CCC' Ratings on 2 Note Classes
----------------------------------------------------------------
Fitch Ratings has affirmed two classes of notes issued by
Diversified Asset Securitization Holdings I, L.P. (DASH I) as
follows:

-- $33,524,287 class A-1 notes at 'CCC'; and
-- $6,920,151 class A-2 notes at 'CCC'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default and recovery levels for the underlying
portfolio. Given the current rating levels and the relatively
stable performance of the transaction since the last review, cash
flow modeling analysis was not performed. Instead, Fitch
considered qualitative factors in its analysis, as described
below, to conclude the rating affirmations for the rated notes.

Key Rating Drivers

The affirmations are attributed to the increased credit
enhancement (CE) available to the notes as a result of the
continued deleveraging of the capital structure, offsetting modest
deterioration of the underlying collateral and increased portfolio
concentration.

Since Fitch's last rating action in May 2012, the class A notes
have received approximately $13.7 million, or 25.4% of its
previous outstanding balance, in principal redemptions. In
addition to normal principal amortization, the notes have also
been benefiting from excess spread redirected to cure the failing
class A overcollateralization (OC) test. Approximately $2.3
million of such interest proceeds were used to amortize the class
A notes over the last four payment dates. The remaining combined
balance of $40.4 million represents 15.4% of the original issued
amount.

While the par-based CE has improved since the last review, the
increasing high single obligor concentration and adverse selection
remain meaningful concerns. As of the April 2013 Trustee report,
the current portfolio comprises of 22 obligors with the largest
one representing 14% and the largest five representing 54.4% of
the underlying pool, compared to 10.8% and 48.3%, respectively, at
previous review.

On the collateral performance side, there has been a modest
deterioration in the credit quality of the portfolio, with 7.3% of
the pool downgraded a weighted average of 5.6 notches.
Approximately 47.9% of the current portfolio has a Fitch-derived
rating below investment grade and 33.9% has a rating in the
'CCCsf' rating category or lower. The portfolio also contains
three defaulted securities totaling $7.7 million and a number of
distressed assets where further deterioration may occur.

Rating Sensitivities

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. Likewise, a buildup of
credit enhancement could lead to future upgrades.

DASH I is a cash flow structured finance collateralized debt
obligation (SF CDO) that closed on December 18, 1999 and is
monitored by Asset Allocation & Management, LLC. The portfolio is
comprised of residential mortgage-backed securities (38.7%),
commercial mortgage-backed securities (31.4%), commercial asset-
backed securities (14.6%), U.S. Treasury Principal Only Notes
(13.5%), corporate CDOs (1.6%), and consumer asset-backed
securities (0.3%) from 1995 through 2002 vintage transactions.


FCC PROUDREED 2005: S&P Lowers Rating on Class D Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on FCC Proudreed
Properties 2005's class B, C, D, and E notes.  S&P has also
affirmed and removed from CreditWatch negative its rating on the
class A notes.

The rating actions follows S&P's review of the loan pools and the
application of its updated European commercial mortgage-backed
Securities (CMBS) criteria.

On Dec. 6, 2012, S&P placed its ratings on FCC Proudreed
Properties 2005's class A, B, C, D, and E notes on CreditWatch
negative, following the update to S&P's European CMBS criteria.

    THE PARIS PROPERTIES LOAN (75% OF THE POOL BY LOAN BALANCE)

The loan is secured against 74 mixed-use properties in France.
The remaining portfolio mainly consists of warehouse/distribution
facilities (67% by rental income), with the highest concentration
in the Ile de France region (59% by rental income).  The occupancy
rate is currently 74.6%.

The current loan balance is GBP247.6 million and the maturity date
is August 2014.

In May 2013, the servicer reported a loan-to-value (LTV) ratio of
65%, compared with a loan event of default covenant of 70%.  The
servicer also reported a 12-month backward-looking interest
coverage ratio (ICR) of 4.97x and a three-month forward-looking
ICR of 5.19x, compared with a loan event of default covenant of
1.20x.

S&P do not expect full recovery of this loan under its base case
scenario.

    THE PROUDREED FRANCE LOAN (25% OF THE POOL BY LOAN BALANCE)

The Proudreed France Loan is secured against 29 mixed-use
properties in France.  The remaining portfolio mainly consists of
warehouse/distribution facilities (63% by rental income), with the
highest concentration in the Ile de France region (49% by rental
income).

The current loan balance is GBP83.4 million and the maturity date
is August 2014.

In May 2013, the servicer reported an LTV ratio of 57%, compared
with a loan event of default covenant of 70%.  The servicer also
reported a 12-month backward-looking ICR of 6.98x and a three-
month forward-looking ICR of 8.55x, compared with a loan event of
default covenant of 1.20x.

S&P do not currently anticipate principal losses on this loan.

                         RATING RATIONALE

S&P's analysis indicates that the available credit enhancement for
the class A notes is sufficient to maintain its current rating on
this class.  Therefore, S&P has affirmed at 'AA- (sf)' and removed
from CreditWatch negative its rating on the class A notes.
However, the amount of available credit enhancement for the class
B, C, and D notes is no longer sufficient to cover S&P's principal
loss expectations under their current rating scenarios.  S&P has
therefore lowered and removed from CreditWatch negative its
ratings on the class B, C, and D notes.

In S&P's opinion, the class E notes are vulnerable to principal
losses.  S&P has therefore lowered to 'B- (sf)' from 'BB+ (sf)'
and removed from CreditWatch negative its rating on the class E
notes.

FCC Proudreed Properties 2005 is a 2005 vintage secured loan
transaction secured by 103 French commercial real estate
properties.

          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

Class      Rating          Rating
           To              From

FCC Proudreed Properties 2005
EUR397.4 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Lowered And Removed From CreditWatch Negative

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

Rating Affirmed And Removed From CreditWatch Negative

A         AA- (sf)          AA- (sf)/Watch Neg


FIRST UNION 1999-C2: Fitch Affirms 'D' Rating on Class M Notes
--------------------------------------------------------------
Fitch Ratings has affirmed five classes issued by First Union
National Bank-Chase Manhattan Bank Commercial Mortgage Trust (FUNC
1999-C2) commercial mortgage pass-through certificates, series
1999-C2.

Key Rating Drivers

The affirmations are due to increased credit enhancement from
paydowns and stable performance of the pool.

Fitch modeled losses of 8% of the remaining pool; expected losses
on the original pool balance total 2.4%, including losses already
incurred. The pool has experienced $23.8 million (2% of the
original pool balance) in realized losses to date. Fitch has
designated five loans (18.7%) as Fitch Loans of Concern, none of
which are with the special servicer.

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 95.8% to $49.6 million from
$1.2 billion at issuance. 14 loans (45.2%) are currently defeased.
Interest shortfalls are currently affecting classes L and M.

The largest contributor to Fitch's modeled losses is a 156-room
Days Inn limited service hotel (2.9%) located in Fredericksburg,
VA. The property was constructed in 1966 and renovated in 1998.
The property has experienced declining performance due to
decreases in occupancy and RevPAR and increases in expenses.
However, the loan remains current.

The second largest contributor to Fitch's modeled losses is a 148-
room Days Inn limited service hotel (2.6%) located in Shreveport,
LA. The property has continued to experience poor performance due
to high operating expenses. However, the loan remains current.

Rating Sensitivities

Fitch also performed an additional stress on the remaining
performing loans. The ratings on the class H through L notes are
expected to be stable as the credit enhancement remains high.

Fitch has affirmed the following classes as indicated:

-- $5.5 million class H notes at 'AAAsf'; Outlook Stable;
-- $11.8 million class J notes at 'AAsf'; Outlook Stable;
-- $11.8 million class K notes at 'BB+sf'; Outlook Stable;
-- $11.8 million class L notes at 'Bsf'; Outlook Stable;
-- $8.6 million class M notes at 'Dsf'; RE 50%.

Fitch does not rate the class NR notes and previously withdrew the
ratings on the IO notes. Classes A-1, A-2, B, C, D, E, F, and G
have paid in full.


FIRST UNION 2000-C1: Fitch Affirms 'D' Rating on Class M Notes
--------------------------------------------------------------
Fitch Ratings has affirmed seven classes of First Union National
Bank Commercial (FUNBC) Mortgage Trust's commercial mortgage pass-
through certificates, series 2000-C1.

Key Rating Drivers

The affirmations are due to increased credit enhancement from
significant paydowns and stable performance of the pool.
Fitch modeled losses of 19.2% of the remaining pool; expected
losses on the original pool balance total 3.7%, including losses
already incurred. The pool has experienced $15.1 million (2% of
the original pool balance) in realized losses to date. Fitch has
designated four loans (29.1%) as Fitch Loans of Concern, which
includes two specially serviced assets (25.9%).

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 90.9% to $71.1 million from
$776.3 million at issuance. Seven loans (22%) are currently
defeased. Interest shortfalls are currently affecting classes K
through N.

The largest contributor to Fitch's modeled losses is a 70,853
square foot (sf) unanchored retail property (14.7%) located in
Chicago, IL. The loan transferred to the special servicer in
January 2010 due to pending loan maturity. The loan sale offering
memorandum was distributed in March 2013 and the projected closing
date is in June 2013.

The second largest contributor to modeled losses is a specially
serviced (11.2%) real estate owned (REO) 206,011 square foot (sf)
retail center located in Decatur, IL. The loan was transferred to
special servicing in January 2010 due to the borrower's request
for a discounted payoff. The trust took title to the property
through Deed in Lieu of Foreclosure in July 2011. Largest tenants
at the property include K's Merchandise Mart, Schnucks, and Office
Depot.

Rating Sensitivities

Fitch also performed an additional stress on the remaining
performing loans. The ratings on the class F through H notes are
expected to be stable as the credit enhancement remains high.
Classes J through L notes may be subject to further downgrades as
losses are realized.

Fitch has affirmed the following classes as indicated:

-- $8.6 million class F notes at 'AAAsf'; Outlook Stable;
-- $29.1 million class G notes at 'A+sf'; Outlook Stable;
-- $7.8 million class H notes at 'Asf'; Outlook to Stable
   from Negative;
-- $3.9 million class J notes at 'BBBsf'; Outlook Negative;
-- $7.8 million class K notes at 'B-sf'; Outlook Negative;
-- $5.8 million class L notes at 'CCsf'; RE 10%;
-- $8.2 million class M notes at 'Dsf'; RE 0%;

Class N, which is not rated by Fitch has been reduced to zero from
$14.6 million at issuance due to realized losses. Classes A-1, A-
2, B, C, D, and E have paid in full. Fitch has previously
withdrawn the ratings of the interest-only class IO.


G-FORCE 2006-1: Moody's Takes Action on 7 Note Classes
------------------------------------------------------
Moody's affirmed the ratings of seven classes of Notes issued by
G-Force CDO 2006-1 Ltd. The affirmations are due to rapid
redemption of the senior classes offsetting greater credit risk of
the collateral pool as evidenced by the Moody's weighted average
rating factor (WARF) and recovery rate (WARR). 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-2, Affirmed Aa1 (sf); previously on Jun 20, 2012 Downgraded
to Aa1 (sf)

Cl. A-3, Affirmed Caa2 (sf); previously on Jun 20, 2012 Downgraded
to Caa2 (sf)

Cl. B, Affirmed C (sf); previously on Jul 20, 2011 Downgraded to C
(sf)

Cl. C, Affirmed C (sf); previously on Dec 18, 2009 Downgraded to C
(sf)

Cl. D, Affirmed C (sf); previously on Dec 18, 2009 Downgraded to C
(sf)

Cl. SSFL, Affirmed Baa3 (sf); previously on Jun 20, 2012
Downgraded to Baa3 (sf)

Cl. JRFL, Affirmed Caa3 (sf); previously on Jun 20, 2012
Downgraded to Caa3 (sf)

Ratings Rationale:

G-Force CDO 2006-1 Ltd. is a static cash transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (100% of
the pool balance). As of the April 25, 2013 Trustee report, the
aggregate Note balance of the transaction, including preferred
shares, has decreased to $705.3 million from $880.4 million at
issuance, with the paydown directed to the Class A-2 Notes and the
Class SSFL Notes, as a result of regular amortization of the
underlying collateral.

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 3,572
compared to 2,500 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (7.3% compared to 17.2% at last
review), A1-A3 (8.1% compared to 13.1% at last review), Baa1-Baa3
(12.7% compared to 11.4% at last review), Ba1-Ba3 (20.9% compared
to 22.2% at last review), B1-B3 (19.1% compared to 16.8% at last
review), and Caa1-C (32.0% compared to 19.4% at last review).

Moody's modeled a WAL of 3 years compared to 2.5 years at last
review. The current WAL is based upon assumptions about extensions
on the underlying collateral assets.

Moody's modeled a fixed WARR of 17.5% compared to 24.8% at last
review.

Moody's modeled a MAC of 11.1% 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, released on May 16, 2013,
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
17.5% to 7.5% or up to 27.5% would result in a modeled rating
movement on the rated tranches of 0 to 2 notches 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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact is unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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.


GE CAPITAL 2002-1: Fitch Affirms 'D' Rating on Class N Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed five classes of GE Capital Commercial
Mortgage Corp., commercial mortgage pass-through certificates,
series 2002-1 (GECCMC 2002-1).

Key Rating Drivers

The affirmation is due to sufficient credit enhancement to the
remaining Fitch rated class and minimal Fitch expected losses
across the pool. The pool has experienced $24.1 million (2.3% of
the original pool balance) in realized losses to date.

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 96.8% to $33.4 million from
$1.04 billion at issuance. There are three remaining loans in the
pool, one of which is defeased (16.2% of the pool) and one is in
special servicing (14.9%of the pool). Interest shortfalls are
currently affecting classes N through P.

The largest loan in the pool (69% of the pool) is a single-tenant
office property in Dearborn, MI leased to a single tenant, Ford
Motor Company (rated 'BBB-', Stable Outlook by Fitch). The loan is
fully amortizing and the lease is co-terminus with the maturity
date.

The specially-serviced loan is secured by two office buildings
totaling 77,839 sf located in Sacramento, CA. The loan transferred
to special servicing in November 2011 for imminent maturity
default. The two buildings are vacant. The borrower is paying
taxes, insurance and basic utilities. While the maturity date has
passed, a draft term sheet has been completed for a loan
modification likely to occur in July or August 2013.

Rating Sensitivity

The ratings of classes K and L are expected to remain stable due
to an expected increase in credit enhancement from future paydown.

Fitch affirms the following classes as indicated:

-- $12.1 million class K at 'BBBsf', Outlook Stable;
-- $6.5 million class L at 'BBsf', Outlook to Stable from
   Negative;
-- $7.8 million class M at 'Bsf', Outlook Negative;
-- $7 million class N at 'Dsf', RE 50%;
-- $0 class O at 'Dsf', RE 0%.

The class A-1, A-2, A-3, B, C, D, E, F, G, H and J certificates,
and the interest-only class X-2 certificates have paid in full.
Fitch does not rate the class P certificates. Fitch previously
withdrew the rating on the interest-only class X-1 certificates.


GMAC COMMERCIAL 1998-C2: Fitch Affirms 'D' Rating on $18.7MM Certs
------------------------------------------------------------------
Fitch Ratings has affirmed GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 1998-C2 (GMAC
1998-C2).

Key Rating Drivers

The affirmations are the result of improved performance relative
to the previous rating action and the large percentage of defeased
loans (37.1%) that are part of the remaining pool. Fitch modeled
losses of 4% of the remaining pool; expected losses of the
original pool are at 2.5% including losses already incurred to
date. Fitch has designated six loans (12.1%) as Fitch Loans of
Concern of which one (3.9%) is a specially serviced loan.

Ratings Sensitivity

Concerns surrounding the upcoming maturities of the collateral
pool, asset concentration, and adverse selection of the remaining
loans within the pool were a contributing factor for not upgrading
the remaining classes at this time. Although the pool's leverage
is has lowered significantly from issuance due to amortization.
The pool's weak operating performance raises concerns that a large
percentage of the seventeen 15 year term loans could default at
maturity.

As of the June 2012 distribution date, the pool's aggregate
principal balance has been paid down by 94.6% to $136.6 million
from $2.53 billion at issuance.

The largest contributor to modeled losses, Georgetown Plaza
Shopping Center (2.08% of the pool), is secured by an 109,800
square foot (sf) retail center in Indianapolis, IN. The borrower
was unable to refinance partly due to environmental issues
relating to a former tenant at the site. The special servicer has
worked with the borrower and insurance company to complete
remediation activities at the site. A plan has been approved and
the clean-up has been ongoing. The special servicer is awaiting
court ruling on a number legal issues before continuing with
foreclosure proceedings.

The second largest contributor to modeled losses, Bayhead Mobile
Home Park, is a 238 pad manufactured housing community (1.1% of
the pool) located in Tallahassee, FL. The community is located in
a declining market that is in a state of transition. There have
been multiple closings of mobile home communities that are in the
market along with increased construction of multifamily
properties. The market vacancy rate has spiked to 65% which is
slight below the subject's year end vacancy rate of 67%. The loan
is current and the servicer continues to monitor the subject for
new developments.

The third largest contributor to modeled losses, Flint Hill Pointe
Apartments, is a 136 unit multifamily complex located Bessemer, AL
(Birmingham MSA). The subject consists of 17 two story buildings.
The property is underperforming the submarket with a vacancy rate
of 7% with an average unit asking rate of $462. The loan is
scheduled to mature on June 1, 2013. The sponsor has indicated
that was working with lender to refinance the loan and pay the
remaining balance by the maturity date.

Fitch affirms the following classes as indicated:

-- $35.6 million class F at 'AAAsf'; Outlook Stable;
-- $44.3 million class G at 'AAAsf'; Outlook Stable;
-- $19 million class H at 'Asf'; Outlook Stable;
-- $19 million class J at 'BBsf'; Outlook Stable;
-- $18.7 million class K at 'Dsf' RE 75.

Fitch does not rate class N. Class M and L is currently rated
'Dsf' and have been reduced to zero due to realized losses.
Classes A-1, A-2, B, C, D, and E have paid in full. Class X was
previously withdrawn.


GMAC COMMERCIAL 2000-C3: Fitch Affirms 'D' Rating on Cl. L Certs
----------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed eight classes of GMAC
Commercial Mortgages Securities, Inc (GMAC 2000-C3) commercial
mortgage pass-through certificates, series 2000-C3.

Key Rating Drivers

The affirmations are the result of stable performance of the pool
and sufficient credit enhancement levels. The upgrade reflects
better than expected resolution of a loan previously in special
servicing and a higher valuation on the loan in special servicing.
Fitch modeled losses of 7.2% of the remaining pool; expected
losses on the original pool balance total 3.7%, including losses
already incurred. The pool has experienced $41.7 million (3.2% of
the original pool balance) in realized losses to date. Fitch has
designated two loans (26.9%) as Fitch Loans of Concern, including
one asset (18.7%) in special servicing.

Rating Sensitivities

The ratings of classes F through J are expected to remain stable
based on defeasance and sufficient credit enhancement levels.
Class J is susceptible to possible losses contingent on the
resolution of loans unable to refinance at their maturity date and
loans with exposure to single-tenant properties with limited-term
lease expirations.

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 95.1% to $64.3 million from
$1.32 billion at issuance. Per the servicer reporting, two loans
(41.8% of the pool) are defeased. Interest shortfalls are
currently affecting classes K through P.

The largest contributor to expected losses is a 128,185 sf office
complex (18.7% of the pool) consisting of three buildings located
in Golden Valley, MN. The asset was foreclosed upon in March 2012
and title was taken in October 2012. Occupancy of the property has
improved to 80% as of March 2013 from a low of 71% in 2011. The
servicer is working to increase occupancy prior to marketing the
asset for sale.

Fitch upgrades the following class:

-- $25.5 million class J to 'CCCsf' from 'Csf', RE 100%;

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

-- $13.6 million class F at 'AAAsf', Outlook Stable;
-- $8 million class G at 'AAsf', Outlook to Stable from Negative;
-- $9.9 million class H at 'BBBsf', Outlook to Stable from
   Negative;
-- $4.5 million class K at 'Csf', RE 65%;
-- $2.9 million class L at 'Dsf', RE 0%;
-- $0 class M at 'Dsf', RE 0%;
-- $0 class N at 'Dsf', RE 0%;
-- $0 class O at 'Dsf', RE 0%.

Classes A-1, A-2, B, C, D, E, S-MAC-1, S-MAC-2, S-MAC-3, and S-
MAC-4 have paid in full. Fitch does not rate the class P and S-AM
certificates. Fitch previously withdrew the rating on the
interest-only class X certificates.


IRVINE CORE 2013-IRV: S&P Assigns 'BB+' Rating on Class F Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Irvine
Core Office Trust 2013-IRV's $874.9 million commercial mortgage
pass-through certificates series 2013-IRV.

The note issuance is a commercial mortgage-backed securities
transaction backed by 10 uncrossed commercial mortgage loans with
an aggregate principal balance of $874.9 million, secured by the
fee interests in 10 office properties in the Los Angeles, Irvine,
and Newport Beach markets in California.

The ratings reflect S&P's view of the collateral's historical and
projected performance, the sponsors' and managers' experience, the
trustee-provided liquidity, the loans' 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/1505.pdf

RATINGS ASSIGNED

Irvine Core Office Trust 2013-IRV

Class       Rating(i)               Amount ($)
A-1         AAA (sf)               199,143,000
A-2         AAA (sf)               360,966,000
X-A         AAA (sf)           199,143,000(ii)
B           AA (sf)                 88,438,000
C           A (sf)                  88,438,000
D           BBB+ (sf)               58,959,000
E           BBB- (sf)               70,255,000
F           BB+ (sf)                 8,750,000

  (i) The issuer will issue the certificates to qualified
      institutional buyers in line with Rule 144A of the
      Securities Act of 1933.
(ii) Notional balance.


J.C. PENNEY: S&P Lowers Rating on 8 Cert. Classes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of certificates linked to J.C. Penney Co. Inc. debentures.
We lowered the ratings to 'CCC-' from 'CCC+'.  The downgraded
certificates relate to five J.C. Penney Co. Inc.-related
transactions.

S&P's ratings on the eight classes are dependent on its rating on
the underlying security: J.C. Penny Co. Inc.'s 7.625% debentures
due March 1, 2097 ('CCC-').  The rating actions reflect the
May 10, 2013, lowering of S&P's rating on the underlying security
to 'CCC-' from 'CCC+'.  S&P may take additional rating actions on
these transactions due to subsequent changes in its rating
assigned to the underlying security.

          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

CABCO Trust for JC Penney Debentures
US$52.65 mil ser: trust certificates due 03/01/2097

Class            To           From
Certs.           CCC-         CCC+

CorTS Trust For J.C. Penney Debentures
US$100 mil corporate-backed trust securities (CorTS) certificates

Class            To          From
Certs            CCC-        CCC+

Corporate Backed Callable Trust Certificates J C Penney Debenture-
Backed
Series 2006-1
US$27.5 mil

Class             To          From
A-1               CCC-        CCC+
A-2               CCC-        CCC+

Corporate Backed Callable Trust Certificates J.C. Penney Debenture
Backed Series 2007-1 Trust
US$55 mil corporate backed callable trust certificates J.C. Penney
debentures-backed series 2007-1

Class             To         From
A-1               CCC-       CCC+
A-2               CCC-       CCC+

Structured Asset Trust Unit Repackaging (SATURNS) J.C. Penny
Company
US$54.5 mil units Series 2007-1

Class             To         From
A                 CCC-       CCC+
B                 CCC-       CCC+


JP MORGAN 2004-C3: Fitch Keeps 'D' Rating on Class P Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed 19 classes of JP Morgan Chase
Commercial Mortgage Securities Corp. commercial mortgage pass-
through certificates series 2004-C3 (JPMCCM 2004-C3).

Key Rating Drivers

Fitch modeled losses of 8.9% of the remaining pool; expected
losses on the original pool balance total 7.8%, including losses
already incurred. The pool has experienced $30.8 million (2% of
the original pool balance) in realized losses to date. Fitch has
designated 34 loans (37.7%) as Fitch Loans of Concern, which
includes four specially serviced assets (7.1%).

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 34.9% to $988.2 million from
$1.52 billion at issuance. Per the servicer reporting, 14 loans
(15.9% of the pool) are defeased. Interest shortfalls are
currently affecting classes H through NR.

The largest contributor to modeled losses is a real estate owned
(REO) portfolio, the Everest Portfolio, (5.6% of the pool), which
now consists of six industrial/office buildings located in the
greater Boston metropolitan statistical area. The loan went into
maturity default in January 2010, and the trust took title to the
original eight building portfolio in 2012. Two buildings were sold
in the first quarter of 2013 with proceeds applied towards the
debt. The remaining six properties are expected to be listed for
sale this quarter.

The second largest contributor to expected losses is the
Crossroads Shopping Center loan (6%), which is secured by a
310,000 square foot (sf) anchored retail center located in White
Plains, NY. As of the March 2013 rent roll, occupancy at the
property was approximately 77% compared with 82% in March 2012.
Property performance significantly declined when bankrupt A&P
Supermarket (12% of the NRA) vacated its space in 2011. An
additional 13% of the space rolls over the next 12 months.

The third largest contributor to expected losses is the Lakeshore
Club Apartments loan (2.7%), which is secured by a 650 unit
multifamily property located in Tampa, FL. As of January 2013, the
servicer reported occupancy was 94%. The loan was returned to the
master servicer from special servicing in December 2012 after a
loan modification. The loan is now interest only through the
remaining term, which was extended to November 2015.

Rating Sensitivities

The ratings of classes A through D are expected to remain stable.
The ratings on classes E and F could be subject to further
downgrades should realized losses be greater than Fitch
expectations. The distressed classes (those rated below 'B') are
expected to be subject to further downgrades as losses are
realized.

Fitch affirms the following classes and revises Outlooks as
indicated:

-- $116.7 million class A-1A at 'AAAsf', Outlook Stable;
-- $11.8 million class A-3 at 'AAAsf', Outlook Stable;
-- $166.1 million class A-4 at 'AAAsf', Outlook Stable;
-- $421.4 million class A-5 at 'AAAsf', Outlook Stable;
-- $87.3 million class A-J at 'AAsf', Outlook Stable;
-- $43.6 million class B at 'Asf', Outlook Stable;
-- $13.3 million class C at 'BBB-sf', Outlook Stable;
-- $13.3 million class D at 'BBsf', Outlook Stable;
-- $15.2 million class E at 'BBsf', Outlook to Negative from
   Stable;
-- $15.2 million class F at 'Bsf', Outlook Negative;
-- $19 million class G at 'CCCsf', RE 25%.
-- $15.2 million class H at 'CCCsf', RE 0%;
-- $20.9 million class J at 'CCsf', RE 0%;
-- $7.6 million class K at 'Csf', RE 0%;
-- $5.7 million class L at 'Csf', RE 0%;
-- $9.5 million class M at 'Csf', RE 0%;
-- $3.8 million class N at 'Csf', RE 0%;
-- $2.8 million class P at 'Dsf', RE 0%;
-- $0 class Q at 'Dsf', RE 0%.

The class A-1 and A-2 certificates have paid in full. Fitch does
not rate the class NR certificates. Fitch previously withdrew the
ratings on the interest-only class X-1 and X-2 certificates.


JP MORGAN 2007-CIBC19: Moody's Cuts Ratings on Five CMBS Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed nine classes of J.P. Morgan Chase Commercial Mortgage
Securities, Commercial Mortgage Pass-Through Certificates, Series
2007-CIBC19 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Jun 14, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aa2 (sf); previously on Oct 20, 2010 Downgraded
to Aa2 (sf)

Cl. A-4, Affirmed Aa2 (sf); previously on Oct 20, 2010 Downgraded
to Aa2 (sf)

Cl. A-1A, Affirmed Aa2 (sf); previously on Oct 20, 2010 Downgraded
to Aa2 (sf)

Cl. A-M, Downgraded to Baa3 (sf); previously on May 18, 2012
Downgraded to Baa1 (sf)

Cl. A-J, Downgraded to B3 (sf); previously on May 18, 2012
Downgraded to B1 (sf)

Cl. B, Downgraded to Caa2 (sf); previously on May 18, 2012
Downgraded to B2 (sf)

Cl. C, Downgraded to C (sf); previously on May 18, 2012 Downgraded
to Caa2 (sf)

Cl. D, Downgraded to C (sf); previously on May 18, 2012 Downgraded
to Caa3 (sf)

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

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

Cl. G, Affirmed C (sf); previously on Oct 20, 2010 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Oct 20, 2010 Downgraded to C
(sf)

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

Ratings Rationale:

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

The affirmations of principal classes A-3, A-4, A-SB and A-1A 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 Classes E, F, G and H are
consistent with Moody's expected loss and thus are affirmed. 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 12.3% of
the current balance. At last review, Moody's base expected loss
was 11.7%. Realized losses have increased from 3.4% of the
original balance to 4.8% since the prior review. Moody's base
expected loss plus realized losses is now 15.2% of the original
pooled balance compared to 14.2% at least 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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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 63 compared to 70 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.

Deal Performance:

As of the April 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 15% to $2.8 billion
from $3.3 billion at securitization. The Certificates are
collateralized by 206 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 27%
of the pool. One loan, representing 1% of the pool, has defeased
and is secured by U.S. Government securities. The pool does not
contain any loans with investment grade credit assessments.

Twenty-five loans, representing 8% 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-nine loans have been liquidated from the pool, resulting in
an aggregate realized loss of $156.6 million (46% loss severity on
average). Twenty-three loans, representing 13% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Doubletree Guest Suites Loan ($39.3 million -- 1.4% of
the pool), which is secured by a 253-room full service hotel built
in 1987 and renovated in 2005. The loan transferred to special
servicing in February 2010 due to imminent default. Negotiations
with Hilton resulted in a signed franchise acknowledgement
agreement and a receiver was appointed in December 2010. The Trust
took title as of February 2012.

The remaining 22 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $216 million loss
for the specially serviced loans (63% expected loss on average).

Moody's has assumed a high default probability for twenty-nine
poorly performing loans representing 11% of the pool and has
estimated an aggregate $62.7 million loss (20% expected loss based
on a 50% probability default) from these troubled loans.

Moody's was provided with full year 2011 operating results for 89%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average conduit LTV is 111% compared to 114% 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 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed conduit DSCRs are 1.28X and 0.91X, respectively, compared
to 1.25X and 0.89X 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 599 Lexington Avenue Loan ($225.0 million --
8.0% of the pool), which is secured by a 1.03 million square foot
(SF) office building located in Midtown Manhattan in New York
City. The loan represents a 40% pari-passu interest in a $750
million loan. As of December 2012, the property was 98% leased.
Less than 4% of the property's leases expire over the next two
years. Moody's expects performance to improve due to scheduled
rent escalations. Moody's LTV and stressed DSCR are 130% and
0.71X, respectively, which is the same as at last review.

The second largest conduit loan is the River City Marketplace Loan
($110.0 million -- 3.9% of the pool), which is secured by the
borrower's interest in a 786,000 SF lifestyle retail center
located in Jacksonville, Florida. As of December 2012, the center
was 99% leased compared to 97% at last review. The center is
shadow anchored by Wal-Mart and Lowe's. The largest in-line
tenants are Gander Mountain, Wallace Theatre and Ashley Furniture.
The loan is interest only for its entire 10-year term. Net
operating income has improved over the past four years due to
higher revenues. Moody's LTV and stressed DSCR are 126% and 0.75X,
respectively, compared to 135% and 0.70X at last review.

The third largest conduit loan is the Sabre Headquarters Loan
($83.9 million -- 3.0% of the pool), which is secured by a 474,000
SF Class A, Silver LEED certified office property located in
Southlake, Texas. The property serves as the headquarters of the
Sabre Holdings Corporation, which leases the entire property via a
triple net lease through March 2022. Moody's analysis incorporates
a lit/dark approach to reflect its concerns about single tenant
exposure. The loan's 60-month interest only period expired in
April 2012 and is now amortizing on a 360-month schedule. Moody's
LTV and stressed DSCR are 121% and 0.85X, respectively, compared
to 123% and 0.83X at last review.


JP MORGAN 2013-2: Fitch Rates $4.86-Mil. Class B-4 Certs 'BBsf'
---------------------------------------------------------------
Fitch Ratings expects to rate J.P. Morgan Mortgage Trust 2013-2 as
follows:

-- $398,288,000 class A-1 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $398,288,000 class A-2 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $338,545,000 class A-3 certificate 'AAAsf'; Outlook Stable;

-- $59,743,000 class A-4 certificate 'AAAsf'; Outlook Stable;

-- $398,288,000 class A-IO1 notional certificate 'AAAsf';
   Outlook Stable;

-- $398,288,000 class A-IO2 notional certificate 'AAAsf';
   Outlook Stable;

-- $4,647,000 class B-1 certificate 'AAsf'; Outlook Stable;

-- $8,851,000 class B-2 certificate 'Asf'; Outlook Stable;

-- $6,417,000 class B-3 certificate 'BBBsf'; Outlook Stable;

-- $4,868,000 class B-4 certificate 'BBsf'; Outlook Stable;

The $13,719,000 class A-M certificate and $5,753,300 class B-5
certificate will not be rated.

Key Rating Drivers

High-Quality Mortgage Pool: The collateral pool consists entirely
of 30-year fixed rate mortgages (FRMs) to borrowers with strong
credit profiles, full documentation, low leverage, and significant
liquid reserves. A 69.4% CLTV provides a significant buffer
against potential home price declines. Strong borrower quality is
reflected in the 773 weighted average (WA) original FICO, $372,144
WA household income and $419,575 WA liquid reserves. In addition,
third-party due diligence was conducted on 100% of the pool and
the results indicated strong underwriting controls.

Weak Representations and Warranties (R&Ws) Framework: While the
transaction benefits from JPMCB and J.P. Morgan Mortgage
Acquisition Corp. (JPMMAC) (rated 'A+'/'F1') as rep providers for
more than 92% of the pool, Fitch believes the value of the R&W
framework is significantly diluted by the presence of qualifying
and conditional language that substantially reduces lender loan
breach liability and the inclusion of sunsets on three provisions.
The sunset trigger has been simplified and strengthened in this
transaction. While the agency believes that the high credit
quality pool and clean diligence results mitigate the R&W risks to
some degree, Fitch considered the weaker framework in its
analysis.

Originators with Limited Performance History: The majority of the
pool was originated by lenders with limited non-agency performance
history. Although 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.

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 in the
mortgage pool, Chicago-Joliet-Naperville, IL (11.7% of the
mortgage pool), Fitch's SHP model does not project declines in
home prices. Fitch conducted sensitivity analyses assuming sMVDs
of 10%, 15%, and 20% for this identified metropolitan area. The
sensitivity analyses 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 14% for this pool. The analysis indicates there is
some potential rating migration with higher MVDs, compared with
the model projection.

In its analysis, Fitch considered placing a greater emphasis on
recent economic performance in determining market value declines.
While Fitch's current loan loss model looks to three years of
historical data and one year of projections, this does not
incorporate recent notable economic improvement. To reflect the
more recent economic environment, a sensitivity analysis was
performed using two years of historical economic data and two
years of projections. The result of this sensitivity analysis was
included in the consideration of the loss expectations for this
transaction. This sensitivity analysis resulted in a base sMVD of
13.2%, down from 14.0%.

Fitch's stress and rating sensitivity analysis are discussed in
the presale report titled 'J.P. Morgan Mortgage Trust, Series
2013-2', dated May 23, 2013.


JP MORGAN 2013-JWRZ: Moody's Assigns (P)Ba3 Rating to Cl. E CMBS
----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to six
classes of CMBS securities, issued by JP Morgan Chase Commercial
Mortgage Securities Trust 2013-JWRZ, Commercial Mortgage Pass-
Through Certificates, Series 2013-JWRZ.

Cl. A, Assigned (P)Aaa (sf)

Cl. B, Assigned (P)Aa3 (sf)

Cl. C, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba3 (sf)

Cl. X-CP, Assigned (P)Baa3 (sf)

Ratings Rationale:

The Certificates are collateralized by first mortgage liens
related to three full-service hotel properties located in Phoenix,
AZ and Orlando, FL. 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 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
is 78.7%. Moody's Total LTV ratio (inclusive of mezzanine debt but
not preferred equity of $67.5 million) of 143.5% is also
considered when analyzing various stress scenarios for the rated
debt. The Moody's Trust Stressed DSCR of 1.40X and Moody's Total
Stressed DSCR (inclusive of mezzanine debt but not preferred
equity of $67.5 million) is 0.77X. Moody's Trust LTV Ratio and
Moody's Trust Stressed DSCR are considered to be in-line with
other single-borrower, lodging portfolios that have been assigned
a bottom-dollar credit assessment of Ba3 by Moody's.

The properties are located in Phoenix, AZ (JW Marriott Desert
Ridge Resort and Spa) and Orlando, FL (JW Marriott Orlando Grande
Lakes and Ritz Carlton Orlando Grande Lakes). Lodging properties
are more correlated than properties of other commercial real
estate sector. In addition, this pool is geographically
concentrated as approximately 58% of the collateral (by allocated
loan balance) are located in Orlando, FL. The hotels' performance
have tracked that of the US lodging sector as a whole, having
deteriorated dramatically in 2009. Due to the portfolio's focus on
meeting and group business, the rebound has been slower than those
that cater mostly to transient demand. This portfolio's recovery
started to materialize in 2012 as group and meeting business
started to gain momentum.

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000. The methodology used in rating Class X-CP
was "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

Moody's analysis employs the excel-based Large Loan Model v.8.5
which derives credit enhancement level based on an adjusted loan
level proceeds derived from Moody's loan level LTV ratio. Major
adjustments to determining proceeds include leverage, loan
structure, property type, sponsorship and diversity.

The CMBS IO calculator ver1.1 uses the following inputs to
calculate the proposed IO rating based on the published
methodology: original and current bond ratings and 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 ver1.1 would provide both a Baa3 (sf) and
Ba1 (sf) IO indication for consideration by the rating committee.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Single Borrower 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%, or 25%, the model-indicated rating for the currently
assigned (P) Aaa (sf) class would be (P) Aa1 (sf), (P) Aa2 (sf),
or (P) Aa3 (sf), respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.


JP MORGAN 2013-JWRZ: S&P Assigns Prelim BB Rating on Class E Note
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2013-JWRZ's $510.0 million commercial mortgage pass-through
certificates, series 2013-JWRZ.

The note issuance is a commercial mortgage-backed securitization
(CMBS) backed by one two-year, floating-rate commercial mortgage
loan totaling $510.0 million, secured by a first-lien mortgage on
the borrower's fee interest in the J.W. Marriott Grande Lakes and
the Ritz-Carlton Grande Lakes (Grande Lakes Resort) in Orlando,
Fla. and the fee and leasehold interests in the J.W. Marriott
Desert Ridge in Phoenix, Ariz.

The preliminary ratings are based on information as of May 15,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings assigned to the J.P. Morgan Chase
Commercial Mortgage Securities Trust 2013-JWRZ's (JPMCC 2013-
JWRZ's) $510.0 million commercial mortgage pass-through
certificates reflect Standard & Poor's Ratings Services' 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.  S&P
determined that the loan has a beginning and ending loan-to-value
(LTV) ratio of 70.3%, based on its value of the three properties
backing the transaction.

          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/1539.pdf

PRELIMINARY RATINGS ASSIGNED

J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-JWRZ

Class       Rating(i)        Amount (mil. $)(i)
A           AAA (sf)                212,300,000
X-CP        BB (sf)             510,000,000(ii)
X-EXT       BB (sf)             510,000,000(ii)
B           AA- (sf)                 74,500,000
C           A- (sf)                  60,000,000
D           BBB- (sf)                72,900,000
E           BB (sf)                  90,300,000

  (i) The issuer will issue the certificates to qualified
      institutional buyers in line with Rule 144A of the
      Securities Act of 1933.
(ii) Notional balance.  The notional amount of the X-CP and X-EXT
      certificates will be reduced by the aggregate amount of
      principal distributions and realized losses allocated to the
      class A, B, C, D, and E certificates.


KEYCORP STUDENT: Moody's Mulls Upgrade of Loan Issues from 3 Deals
------------------------------------------------------------------
Moody's Investors Service has placed under review for upgrade the
ratings of four classes of notes in three KeyCorp Student Loan
transactions. The underlying collateral for these transactions
includes loans originated under the Federal Family Education Loan
Program (FFELP) and private student loans. The FFELP and the
private student loan collateral is separated into Group I and
Group II, respectively, with each group collateralizing its own
set of notes with independent reserve accounts and payment
waterfalls. The residual cash flow in each group can be used to
cover any payment shortfalls in the other group. The reviews for
upgrade affect the Group II notes.

Ratings Rationale:

The reviews for upgrade are prompted primarily by the continued
build-up in the tranche level credit enhancement for the Group II
notes. Subordination levels supporting Class II-B in the 2004-A
transaction and Class II-A-4 in the 2006-A transactions have
increased to approximately 33% and 34% as of the latest reporting
date, respectively, as a result of a continued amortization of the
senior notes in a sequential-pay structure. In addition, classes
II-B and II-C in the 2005-A transaction benefit from a build-up in
overcollateralization as a result of declining defaults in the
Group II pool. The quarterly defaults for the Group II pool in the
2005-A transaction have been declining from the peak levels.

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

During the review period Moody's will project expected life-time
collateral losses and evaluate whether the available credit
enhancement supports the current ratings of the classes under
review.

The complete rating actions as follow:

Issuer: KeyCorp Student Loan Trust 2004-A

Class II-B, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Confirmed at Aa3 (sf)

Issuer: KeyCorp Student Loan Trust 2005-A

Cl. II-B, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Downgraded to Baa2 (sf)

Cl. II-C, Caa1 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Downgraded to Caa1 (sf)

Issuer: KeyCorp Student Loan Trust 2006-A

Cl. II-A-4, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on Nov 1, 2010 Downgraded to Aa3 (sf)


LEHMAN BROTHERS: Moody's Cuts Ratings on 8 Tranches From Two Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded eight tranches in the
Lehman Brothers 2007-1 and 2007-2 securitizations of small balance
commercial real estate loans. Ocwen Loan Servicing, LLC services
the deals.

Ratings Rationale:

The rating actions are due to sustained high levels of
delinquencies combined with consistent net charge-offs, which have
decreased the amount of available credit enhancement for lower
tranches in both securitizations. Additionally, Moody's raised its
expected lifetime net loss for the 2007-1 securitization by 175
basis points.

As of the April 2013 distribution date, for the 2007-1
securitization, cumulative realized net losses increased to 14.4%
from 8.2% of the original pool balance since the last rating
actions in September 2011. Additionally, loans 60 days or more
past due, including foreclosure and REO, increased to 28.5% from
24.1% of the current pool balance. As of the April 2013
distribution date, for the 2007-2 deal, cumulative realized net
losses increased to 11.8% from 10.3% of the original pool balance
since the last rating actions in September 2012. Loans 60 days or
more past due, including foreclosure and REO, have remained
relatively constant at 20% to 23% of the outstanding pool balance.

For the 2007-1 securitization as of the April 2013 distribution
date, available hard credit enhancement is 23%, 23%, 5%, 1%, and
0% for the classes 1A, 2A3, M3, M4, and B, respectively.
Additionally, the total amount of the notes outstanding exceeds
the total collateral value by approximately $1.7 million.

For the 2007-2 securitization as of the April 2013 distribution
date, the total amount of notes outstanding exceeds the total
collateral value by an amount that is greater than the Class B
note balance. As a result, there is no hard credit enhancement
available to the Classes M5 and B.

The methodology is described as follows:

Moody's evaluated the sufficiency of credit enhancement by first
analyzing the loans to determine an expected lifetime net loss for
each collateral pool. Moody's compared the remaining expected net
losses with the available credit enhancement. Moody's evaluated
the sufficiency of loss coverage provided by credit enhancement in
light of the magnitude and projected variability of losses on the
collateral.

In order to determine the portion of loans that will default,
Moody's assessed recent monthly roll rate behavior for loans
according to their delinquency status and applied these roll rates
for a 15 month stress period. After the stress period, Moody's
then decreased the monthly roll rates to more stable historical
norms. Moody's assumed that defaulted loans will have a 70%
severity.

Moody's lifetime net expected losses are 24.5%, and 20.9% as a
percent of the original pool balances for the 2007-1 and 2007-2
securitizations, respectively, which translate to remaining
expected net losses of 20.4% and 17.5% as a percent of the
outstanding pool balances as of the April 2013 distribution date.
The Aaa volatility proxies are 48% and 46% for the 2007-1 and
2007-2 securitizations, respectively, as a percent of the
outstanding pool balances as of the April 2013 distribution date.
Determining factors for the Aaa volatility proxies were the credit
quality of the collateral pool, the historical variability in
losses experienced by the issuer, the servicer quality as well as
the industrial, geographical and obligor concentrations. The Aaa
volatility proxy is the level of credit enhancement that would be
consistent with a Aaa (sf) rating for the given transaction.

Primary sources of assumption uncertainty are the general economic
environment, commercial property values, and the ability of small
businesses to recover from the recession. If the remaining
expected net losses increase by 10%, then the tranches may be
further downgraded.

Other methodologies and factors that may have been considered in
the process of rating these transactions can also be found on
Moody's website.

The complete rating actions are as follows:

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2007-1

Cl. 1A, Downgraded to Baa2 (sf); previously on Feb 28, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 2A3, Downgraded to Baa2 (sf); previously on Feb 28, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. M3, Downgraded to Caa1 (sf); previously on Feb 28, 2013 B2
(sf) Placed Under Review for Possible Downgrade

Cl. M4, Downgraded to Caa3 (sf); previously on Feb 28, 2013 B3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to C (sf); previously on Feb 28, 2013 Caa1 (sf)
Placed Under Review for Possible Downgrade

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2007-2

Cl. M4, Downgraded to Caa2 (sf); previously on Sep 13, 2012
Downgraded to Caa1 (sf)

Cl. M5, Downgraded to Ca (sf); previously on Feb 28, 2013 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to C (sf); previously on Feb 28, 2013 Caa3 (sf)
Placed Under Review for Possible Downgrade


LEHMAN XS 2005-8: Moody's Cuts Rating on Class 1-A2 Secs. to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded one tranche from Lehman XS
Trust Series 2005-8 backed by Alt-A loans.

Complete rating actions are as follows:

Issuer: Lehman XS Trust Series 2005-8

Cl. 1-A2, Downgraded to Caa1 (sf); previously on Aug 20, 2012
Downgraded to B2 (sf)

Ratings Rationale:

The action is a result of the recent performance of the underlying
pools and reflect Moody's updated loss expectations on the pools.
The action reflects actual losses that have occurred on the bond.

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 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 7.5% in April 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.


LONG POINT 2013-1: S&P Assigns 'BB' Rating on Class A Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB(sf)' rating to the Series 2013-1 Class A notes issued by Long
Point Re III Ltd.  The notes cover losses from hurricanes in
selected states between Virginia and Maine on a per-occurrence
basis.

The rating is based on the lower of the rating on the catastrophe
risk ('BB'), the rating on the assets in the collateral account
('AAAm'), and the risk of nonpayment by the ceding insurer (The
Travelers Indemnity Co.; AA/Stable/--).

The subject (ceded) business is a subset, and a majority, of
Travelers' overall insurance portfolio from its personal-lines
insurance business and its commercial-lines business.  The
commercial-lines business is a mix of Travelers' select accounts
(small business policies) and commercial accounts (midsize
business policies).  Business units that cover large and unique
exposures, complex financial structures, and mobile property have
been excluded from the subject business.

The notes will cover 54.55% of losses between the attachment point
of $1.25 billion and the exhaustion point of $1.80 billion.

RATINGS LIST

New Rating
Long Point Re III Ltd.
Series 2013-1 Class A Notes                   BB(sf)


MASTR 2006-FRE1: Moody's Hikes Ratings on 2 Subprime RMBS Tranches
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two tranches
backed by Subprime mortgage loans, issued by MASTR Asset Backed
Securities Trust 2006-FRE1.

Complete rating actions are as follows:

Issuer: MASTR Asset Backed Securities Trust 2006-FRE1

Cl. A-3, Upgraded to Ba3 (sf); previously on May 30, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Caa2 (sf); previously on May 30, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale:

The rating action reflects recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
upgrades are primarily because the subordinate bonds of this
transaction have been written up due to subsequent recoveries that
the trust received from mortgage insurance.

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.

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.

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 8.1% in April 2012 to 7.5% in April 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.


MERRILL LYNCH: Moody's Takes Action on $76-Mil. of RMBS Issues
--------------------------------------------------------------
Moody's Investors Service downgraded seven tranches and upgraded
three tranches from two RMBS transactions issued by Merrill Lynch.
The collateral backing these deals primarily consists of first-
lien, adjustable-rate prime Jumbo residential mortgages. The
actions impact approximately $76 million of RMBS issued in 2004.

Complete rating actions are as follows:

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2004-B

Cl. B-1, Upgraded to B2 (sf); previously on Jun 11, 2012 Confirmed
at Caa1 (sf)

Cl. B-2, Upgraded to Caa1 (sf); previously on Jun 11, 2012
Confirmed at Caa3 (sf)

Cl. X-B, Upgraded to Caa1 (sf); previously on Jun 11, 2012
Confirmed at Caa3 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2004-F

Cl. A-1A, Downgraded to Baa3 (sf); previously on Jun 11, 2012
Confirmed at Baa2 (sf)

Cl. A-1B, Downgraded to Baa3 (sf); previously on Jun 11, 2012
Confirmed at Baa2 (sf)

Cl. A-2, Downgraded to Baa3 (sf); previously on Jun 11, 2012
Confirmed at Baa2 (sf)

Cl. X-A, Downgraded to Baa3 (sf); previously on Jun 11, 2012
Confirmed at Baa2 (sf)

Cl. X-B, Downgraded to Ca (sf); previously on Jun 11, 2012
Confirmed at Caa2 (sf)

Cl. B-1, Downgraded to B3 (sf); previously on Jun 11, 2012
Confirmed at B1 (sf)

Cl. B-2, Downgraded to Caa3 (sf); previously on Apr 18, 2011
Downgraded to Caa1 (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, 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 8.1% in April 2012 to 7.5% in April 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.


MERRILL LYNCH 2005-CIP1: Fitch Keeps D Rating on 4 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has downgraded seven classes and affirmed 13 classes
of Merrill Lynch Mortgage Trust (MLMT) commercial mortgage pass-
through certificates series 2005-CIP1.

Key Rating Drivers

The downgrades reflect an increase in expected losses across the
pool since Fitch's last rating action. Fitch modeled losses of
11.7% of the remaining pool; expected losses on the original pool
balance total 10.4%, including losses already incurred. The pool
has experienced $43.9 million (2.1% of the original pool balance)
in realized losses to date. Fitch has designated 36 loans (36.3%)
as Fitch Loans of Concern, which includes 13 specially serviced
assets (17.2%). Five of the Fitch Loans of Concern (18.4%) are
within the transaction's top 15 loans by unpaid principal balance.

Rating Sensitivities

The Negative Outlook on classes AJ, B, and C reflect the pools
high concentration of retail properties (38% of the pool balance),
with five loans (18.5%) secured by retail in secondary or tertiary
markets within the top 15 loans of the pool. This includes the
largest loan in the pool, the Glenbrook Square Mall (11.2%) in
Fort Wayne, IN; Olmstead Plaza (1.72%) in North Olmstead, OH;
Foothills Park Plaza (1.55%) in Phoenix, AZ; and Meridian Place
(1.5%) located in Puyallap, WA. Should property performance
significantly decline on any of these loans there can be
reasonable probability that credit support on the investment grade
classes would be eroded very quickly, negatively impacting the
ratings.

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 29.2% to $1.46 billion from
$2.06 billion at issuance. Per the servicer reporting, three loans
(3.7% of the pool) are defeased. Interest shortfalls are currently
affecting classes E through Q.

The largest contributor to Fitch-modeled losses is attributed to
the Highwoods Portfolio (9.3% of the pool). The loan was
originally secured by 31 cross-collateralized office properties in
Charlotte, NC (18 properties) and Tampa, FL (13 properties). The
original $160 million loan on this property, which matured in
August 2010, had transferred to special servicing in March 2010
for imminent maturity default. The loan was modified in March 2011
while in special servicing. Terms of the modification included an
extension to the original loan term and bifurcation of the loan
into a senior ($100 million) and junior ($60 million) component.
The senior A-note has since paid down to $75.5 million due to
principal repayment from the sales proceeds of nine properties,
leaving 22 properties in the portfolio as of May 2013. Although
losses are not expected imminently, any recovery to the subject B-
note is contingent upon full recovery to the A-note proceeds at
the loan's maturity in May 2014. Unless collateral performance
improves, recovery to the B-note component is unlikely. The loan
sponsor group consists of Eola Capital, Utah State Retirement
Investment Fund, and Banyan Street Partners.

The second largest contributor to Fitch-modeled losses is the
Morgan RV Portfolio (2.5%) loan. The loan is collateralized by
three manufactured housing recreational vehicle parks with two
located in upstate New York and one located in New Hampshire. The
properties have struggled since issuance. The servicer has
reported that the subject properties experience seasonal peaks and
are out of season until April or May of each year. The combined
servicer-reported year to date (YTD) September 2012 and (YE) 2011
debt service coverage ratio (DSCR) was 0.57x and
0.71x,respectively. The servicer reported occupancy at 80% as of
September 2012.

The third largest contributor to Fitch-modeled losses is
attributed to University Village (2.1%), a 161,090 square foot
retail center (2.1%) located in Riverside, CA, near the University
of California at Riverside campus. The original $32 million loan
on this property had transferred to special servicing in January
2009 upon the borrower's request for a loan modification due to
property performance deterioration from occupancy declines. The
loan was modified in June 2011 while in special servicing. Terms
of the modification included bifurcation of the loan into a senior
($21 million) and junior ($10.1 million) component. Although
losses are not expected imminently, any recovery to the subject B-
note is contingent upon full recovery to the A-note proceeds at
the loan's maturity in July 2015. Unless collateral performance
improves, recovery to the B-note component is unlikely.

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

-- $138.8 million class AJ to 'BBBsf' from 'Asf'; Outlook to
   Negative from Stable;
-- $43.7 million class B to 'Bsf' from 'BBB-sf'; Outlook Negative;
-- $18 million class C to 'B-sf' from 'Bsf'; Outlook Negative;
-- $25.7 million class E to 'CCsf' from 'CCCsf'; RE 0%;
-- $33.4 million class F to 'Csf' from 'CCsf'; RE 0%;
-- $20.6 million class G to 'Csf' from 'CCsf'; RE 0%;
-- $25.7 million class H to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes as indicated:

-- $121.7 million class A-2 at 'AAAsf'; Outlook Stable;
-- $157.9 million class A-3A at 'AAAsf'; Outlook Stable;
-- $50 million class A-3B at 'AAAsf'; Outlook Stable;
-- $43.1 million class A-SB at 'AAAsf'; Outlook Stable;
-- $510.3 million class A-4 at 'AAAsf'; Outlook Stable;
-- $205.7 million class AM at 'AAAsf'; Outlook Stable;
-- $38.6 million class D at 'CCCsf'; RE 15%;
-- $10.3 million class J at 'Csf'; RE 0%;
-- $5.1 million class K at 'Csf'; RE 0%;
-- $7.5 million class L at 'Dsf'; RE 0%;
-- Class M at 'Dsf'; RE 0%;
-- Class N at 'Dsf'; RE 0%;
-- Class P at 'Dsf'; RE 0%.

The balances of classes M, N, and P have been reduced to zero due
to realized losses. The class A-1 certificate has paid in full.
Fitch does not rate the class Q certificate. Fitch previously
withdrew the ratings on the interest-only class XC and XP
certificates.


MERRILL LYNCH 2007-C1: Fitch Puts 'B-' Rating on AM Certs. on RWN
-----------------------------------------------------------------
Fitch Ratings has placed eight classes of Merrill Lynch Mortgage
Trust Commercial Mortgage Trust, commercial mortgage pass-through
certificates, series 2007-C1 (MLMT 2007-C1) on Rating Watch
Negative.

Key Rating Drivers

The placement of these classes on Rating Watch Negative reflects
continued concerns surrounding the underperformance of the top 15
loans, as well as the possibility that interest shortfalls could
affect these classes prior to class repayment.

As of the May 2013 distribution date, there are 17 loans (19%) in
special servicing. The transaction has realized losses of 4.3% of
the original pool balance to date, an increase from 3.4% at
Fitch's last rating action in November 2012. There has been a
significant increase in interest shortfalls from approximately
$23.3 million in November 2012 to approximately $35.7 million as
of the May 2013 distribution date. The shortfalls currently impact
classes A-J though Q.

In addition to the concern with interest shortfalls, based on
current loss expectations, the erosion of credit enhancement will
be significant upon the disposition of these assets, most notably
the Gwinnett Place asset (3.6% of the pool).

Additionally, while a number of the performing larger loans have
institutional quality borrowers, these loans continue to show
declines in net operating income or fail to show performance
improvement from stressed levels.

Additionally, while these classes are senior in the waterfall,
limited amortization occurs monthly and only roughly $180 million
in principal payoffs (approximately 5% of the original pool
balance) are expected to occur prior to the end of 2014.

Since Fitch's last rating action, the appraisal valuation of the
Gwinnett Place asset ($115 million; 3.6% of the pool) has declined
further and indicates significant losses upon liquidation. The
asset is comprised of 566,908 square feet of a 1.28 million square
foot regional mall located in Duluth, GA. The asset was
transferred to special servicing in October 2011 for imminent
payment default and became real-estate owned in August 2012. The
property has suffered a significant decline in occupancy and a
reduction in tenant sales since issuance. As of March 2012, the
property was reportedly 52% occupied compared to 81% at issuance.
Occupancy is expected to be impacted further due to two collateral
tenants, Belk and Gwinnett College, announcing they will vacate at
the end of their lease terms by the end of summer of 2013. The
loss of Gwinnett College could also trigger co-tenancy clauses.
The asset was being listed in a portfolio sale with other large
retail assets, according to the servicer. In addition to poor
property performance, the property's valuation, sales pricing, and
bidding activity volume have also been negatively impacted by the
significant amount of available anchor space inventory within a
one mile radius of the property.

Fitch expects to resolve the Rating Watch Negative status within
the next several months following a complete review of the
transaction including updated valuation details and
collateral/workout discussions with the loan servicers.

Rating Sensitivities

The classes placed on Rating Watch Negative may be downgraded by
one or more rating categories. According to Fitch's global
criteria for rating caps, Fitch will not assign or maintain
'AAAsf' or 'AAsf' ratings for notes that it believes have a high
level of vulnerability to 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).

Fitch places the following classes on Rating Watch Negative:

-- $40.4 million class A-2 'AAAsf';
-- $27 million class A-2FL 'AAAsf';
-- $322.2 million class A-3 'AAAsf';
-- $130 million class A-3FL 'AAAsf';
-- $76.4 million class A-SB 'AAAsf';
-- $442.2 million class A-4 'AAAsf';
-- $1.1 billion class A-1A 'AAAsf';
-- $405 million class AM 'B-sf'.


MIDOCEAN CREDIT: S&P Affirms 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
MidOcean Credit CLO I/MidOcean Credit CLO I LLC's $370.75 million
floating-rate notes following the transaction's effective date as
of April 24, 2013.

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

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

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

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

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

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

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

MidOcean Credit CLO I/MidOcean Credit CLO I LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     252.00
A-2                        AA (sf)                       49.70
B (deferrable)             A (sf)                        32.50
C (deferrable)             BBB (sf)                      20.55
D (deferrable)             BB (sf)                       16.00


MORGAN STANLEY 1998-HF2: Fitch Cuts Rating on Class L Certs to 'D'
------------------------------------------------------------------
Fitch Ratings has downgraded one class, upgraded one class, and
affirmed three classes of Morgan Stanley Capital I Trust's
commercial mortgage pass-through certificates, series 1998-HF2
(MSCI 1998-HF2).

Key Rating Drivers

The upgrade is due to increased credit enhancement due to paydowns
and defeasance. The downgrade reflects losses incurred on the
class to date. The affirmations for the remaining classes are due
to a high percentage of defeasance and sufficient credit
enhancement relative to expected losses. Fitch modeled losses of
2.7% of the original pool balance, including $27.9 million (2.6%
of the original pool balance) in realized losses to date.

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 95.7% to $45.7 million from
$1.06 billion at issuance. Per the servicer reporting, four loans
(22.9% of the pool) of the remaining 21 loans are currently
defeased. Interest shortfalls are currently affecting classes M
through N.

The largest contributor to expected losses is a loan (4.4% of the
pool) secured by a 42,620 square foot (sf) retail center located
in Gladstone, MO (Kansas City MSA). The property was 97.2%
occupied as of December 2012 and the loan is performing. However,
the rent roll includes mostly local tenants with near-term
rollover pending for 2013 and 2014.

Rating Sensitivity

The ratings are expected to remain stable due to high credit
enhancement and expected paydown from amortization and loan
payoffs. Upgrades are not expected as the deal has become
concentrated with loans in secondary and tertiary locations.

Fitch downgrades the following class as indicated:
-- $9.1 million class L to 'Dsf' from 'Csf', RE 75%.

Fitch upgrades the following class as indicated:
-- $21.2 million class J to 'Asf' from 'BBB-sf', Outlook Stable.

Fitch affirms the following classes as indicated:

-- $4.9 million class H at 'AAAsf', Outlook Stable;
-- $10.6 million class K at 'BBsf', Outlook to Stable from
   Negative;
-- $0 class M at 'Dsf', RE 0%.

The class A-1, A-2, B, C, D, E, F and G certificates have paid in
full. Fitch does not rate the class N certificates. Fitch
previously withdrew the rating on the interest-only class X
certificates.


MORGAN STANLEY 2000-LIFE2: Fitch Affirms 'D' Rating on Cl. L Certs
------------------------------------------------------------------
Fitch Ratings has upgraded three classes and affirmed four classes
of Morgan Stanley Dean Witter Capital I Trust's (MSDW) commercial
mortgage pass-through certificates, series 2000-LIFE2.

Key Rating Drivers

The upgrades to the selected classes reflect the quality of the
one remaining loan in the pool. The pool has experienced $17.9
million (2.3% of the original pool balance) in realized losses to
date. As of the May 2012 distribution date, the pool's aggregate
principal balance has been reduced by 97.5% to $19.3 million from
$765.3 million at issuance. Interest shortfalls are currently
affecting classes L through P.

The remaining loan is secured by a 165,335 sf office building
located on 7th Avenue between 53rd & 54th Street in New York, NY.
Per the December 2012 rent roll, the property is 100% occupied by
two tenants, both of whose leases expire shortly after the October
2014 maturity date: Young & Rubicam (81% NRA, expiration April
2015) and International Merchandising Corp. (19% NRA, expiration
April 2015).

Rating Sensitivity

The ratings for investment grade classes H, J, and K are expected
to remain stable. Upgrades are not expected due to the timing of
the maturity date relative to the lease expirations.

Fitch upgrades the following classes and assigns Rating Outlooks
as indicated:

-- $4.7 million class H to 'Asf' from 'BBB-sf'; Outlook Stable;
-- $9.2 million class J to 'Asf' from 'CCCsf'; Outlook Stable;
-- $3.1 million class K to 'Asf' from 'CCCsf'; Outlook Stable.

Fitch affirms the following classes as indicated:

-- $2.3 million class L at 'Dsf', RE 85%;
-- $0 class M at 'Dsf', RE 0%;
-- $0 class N at 'Dsf', RE 0%;
-- $0 class O at 'Dsf', RE 0%.

The class A-1, A-2, B, C, D, E, F and G certificates have paid in
full. Fitch does not rate the class P certificates. Fitch
previously withdrew the rating on the interest-only class X
certificates.


MORGAN STANLEY 2001-IQ: Fitch Affirms 'B-' Rating on Class N Certs
------------------------------------------------------------------
Fitch Ratings has affirmed four classes of Morgan Stanley Dean
Witter Capital I Trust (MSDW) commercial mortgage pass-through
certificates series 2001-IQ due to stable performance.

Key Rating Drivers

The affirmations are due to the pool's stable performance,
scheduled principal pay down, and credit enhancement sufficient to
offset modeled losses. Fitch modeled losses of 9.1% of the
remaining pool; expected losses on the original pool balance total
0.7%, including losses already incurred. The pool has experienced
$3.6 million (0.5% of the original pool balance) in realized
losses to date. Fitch has designated three loans (57.2%) of the
six remaining loans as Fitch Loans of Concern.

As of the April 2013 distribution date, the pool's aggregate
principal balance has been reduced by 98% to $14.1 million from
$713 million at issuance. No loans are defeased or specially
serviced. Interest shortfalls are currently affecting class O.

The largest loan of concern is secured by a 54,197 square foot
(sf) suburban office complex in Charlotte, NC (32% of the pool).
As reported by the master servicer, the borrower has refused to
forward financial statements and/or rent rolls. Due to the lack of
operating information, Fitch made conservative estimates of
performance.

The next largest loan of concern is secured by a 38,030 sf office
complex in Nashville, TN (12.7%). The property has experienced
performance declines due to a decrease in occupancy. Servicer
reported year-end 2012 occupancy and debt service coverage ratio
(DSCR) were 74% and 1.28x respectively. Additionally, 45% of the
building's current tenants have leases which expire within the
next one to two years.

Rating Sensitivities

The ratings on classes K and L are expected to be stable as the
credit enhancement remains high through continued pay down. The
ratings on classes M and N could be downgraded further if expected
losses increase, or tenant rollover issues result in loan
defaults.

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

-- $5.3 million class M at 'Bsf', Outlook to Negative from Stable.

Fitch affirms the following classes as indicated:

-- $3.5 million class K at 'BBBsf', Outlook Stable;
-- $1.8 million class L at 'BBsf', Outlook Stable;
-- $1.8 million class N at 'B-sf', Outlook Negative.

The class X-2, A-1, A-2, A-3, B, C, D, E, F, G, H and J
certificates have paid in full. Fitch does not rate the class O
certificates. Fitch previously withdrew the rating on the
interest-only class X-1 certificates.


MORGAN STANLEY 2003-HQ2: Fitch Ups Class H Cert. Rating to 'CCC'
----------------------------------------------------------------
Fitch Ratings has upgraded one class of Morgan Stanley Dean Witter
Capital I Inc., commercial mortgage pass-through certificates,
series 2003-HQ2 (MSDW 2003-HQ2).

Key Rating Drivers

The upgrade is due to improved credit enhancement to the remaining
Fitch rated class resulting from the pay-off of approximately 40
loans and $658 million in principal reduction since the previous
rating action. The pool has experienced $6.8 million (0.7% of the
original pool balance) in realized losses to date.

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 96.9% to $29.3 million from
$931.6 million at issuance. There are seven remaining loans, none
of which are currently defeased. Fitch has designated five of the
seven loans (70.5% of the pool) as Fitch Loans of Concern, which
includes four specially serviced assets (60% of the pool).
Interest shortfalls are currently affecting classes M through O.

The largest contributor to expected losses is a specially-serviced
loan (16.5% of the pool) secured by a 62,715 sf office property
located in Arlington Heights, IL (Chicago MSA). Per the March 2013
rent roll the property is 51.4% occupied. A foreclosure complaint
was filed in July 2012 and a receiver took control in October
2012. A foreclosure sale is anticipated for July 2013.

Rating Sensitivity

The rating of class H is expected to remain stable. Class H is
expected to pay off in full, although, some of the pay down is
likely to come from disposition proceeds on the specially serviced
loans.

Fitch upgrades and assigns a Rating Outlook to the following
class:

-- $8.1 million class H to 'BBsf' from 'CCCsf'; Outlook Stable.

The class A-1, A-2, B, C, D, E, F and G certificates and interest-
only class X-2 certificates have paid in full. Fitch does not rate
the class J, K, L, M, N and O certificates. Fitch previously
withdrew the rating on the interest-only class X-1 certificates.


MORGAN STANLEY 2007-XLF: Fitch Affirms D Rating on 4 Cert. Classes
------------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 11 classes
of Morgan Stanley Capital I Trust series 2007-XLF (MSCI 2007-XLF).
The downgrades reflect an increased base case expected loss for
the transaction. Fitch's performance expectations incorporate
prospective views regarding the outlook of the commercial real
estate market.

Key Rating Drivers

While credit enhancement to the more senior classes has improved
significantly over the last year, the transaction faces increased
concentration risk with only three hotel loans remaining, two of
which are currently in special servicing.

Under Fitch's methodology, all loans are modeled to default in the
base case stress scenario, defined as the 'B' stress. In this
scenario, the modeled average cash flow decline is 7% and pooled
expected losses are 4%. To determine a sustainable Fitch cash flow
and stressed value, Fitch analyzed servicer-reported operating
statements, recent valuations, STR reports, and market
information. Fitch estimates that average recoveries will be
strong at approximately 96% in the base case.

With respect to the pooled classes, two loans were modeled to take
a loss in the base case: HRO Hotel Portfolio (45.2% of the pooled
trust balance), and the former Le Meridien Cancun (7.4%). Two
junior non-pooled component HRO Hotel Portfolio classes have
either incurred or are expected to incur losses.

The largest component of Fitch's base case loss expectation is a
defaulted A-note secured by the HRO Hotel Portfolio, which
consists of five full-service hotels (1,910 keys) located in
Stamford, CT; Sonoma, CA; Norfolk, VA; Atlanta, GA; and
Southfield, MI. The hotels are under the Marriott, Hilton,
Sheraton, and Westin flags. While performance has improved over
the last few years, the portfolio has not performed up to initial
expectations. As of the trailing 12 months (TTM) February 2013 STR
report, the portfolio had a weighted average RevPAR of $79 up from
$73 as of year-end (YE) 2011 and $68 as of YE 2010. The portfolio
matured without repayment at its final extended maturity of
October 2012. Discussions are underway between the borrower,
subordinate debt holders, and special servicer regarding a
potential loan modification/extension.

The next largest component of Fitch's base case loss expectation
is a specially serviced whole loan secured by the former Le
Meridien Cancun, now known as the Sandos Cancun Luxury Experience
Resort, an all-inclusive hotel containing 214 rooms. While to date
all monthly debt service payments are current, the loan matured
without full repayment in Dececember 2012. The loan has two
remaining one-year extension options available, and the exercise
of the first option is currently under discussion. The property
has struggled over the past few years and the servicer reported YE
2012 NOI was negative. Cash flow is expected to improve as the
transition to the Sandos flag is completed and hotel operations
fully ramp up.

Rating Sensitivities

Upgrades to classes B and below are not expected due to the highly
concentrated nature of the remaining portfolio. Further, classes B
and below have been subjected to interest shortfalls; and while
interest shortfalls to classes B through F have been cured, Fitch
believes that there is a possibility that interest shortfalls
could again affect these classes. Fitch will not assign or
maintain 'AAAsf' or 'AAsf' ratings for notes that it considers to
have a high level of vulnerability to interest shortfalls or
deferrals. The Negative Outlook on class A2 reflects the
possibility that this class could also be affected by a future
interest shortfall. The ratings of classes G and H could be
subject to further downgrades should additional losses be
realized.

Fitch downgrades the following classes and assigns Recovery
Estimates (REs) as indicated:

-- $13.5 million class H to 'CCCsf' from 'BBsf'; RE 90%;
-- $6 million class M-HRO to 'CCCsf' from 'BBsf'; RE 0%;

Fitch affirms the following classes and assigns or revises
Outlooks and Recovery Estimates (REs) as indicated:

-- $78.2 million class A-2 at 'AAAsf'; Outlook Negative;
-- $41.2 million class B at 'Asf'; Outlook Stable;
-- $41.2 million class C at 'Asf'; Outlook Stable;
-- $25.2 million class D at 'Asf'; Outlook Stable;
-- $27.4 million class E at 'Asf'; Outlook Stable;
-- $26.3 million class F at 'BBBsf'; Outlook Stable;
-- $26.6 million class G at 'BBsf'; Outlook to Negative
   from Stable;
-- $10.4million class J at 'Dsf'; RE 0%;
-- $0 class K at 'Dsf'; RE 0%;
-- $0 class L at 'Dsf'; RE 0%;
-- $8 million class N-HRO at 'Dsf'; RE 0%.


MORGAN STANLEY 2011-C2: Fitch Affirms 'B-' Rating on Class H Certs
------------------------------------------------------------------
Fitch Ratings has affirmed all 11 classes of Morgan Stanley
Capital I Trust 2011-C2 commercial mortgage pass-through
certificates.

Key Ratings Drivers

The affirmations are based on the stable performance of the
underlying collateral pool. As of the April 2013 remittance, the
pool had not experienced a realized loss. Fitch has not designated
any loans as Fitch Loans of Concern, and there have been no
defaulted or specially serviced loans. The pool's aggregate
principal balance has been paid down by 1.9% to $1.190 billion
from $1.214 billion at issuance. Based on full-year financial
statements, the pools overall net operating income (NOI) has
improved 1.4% since issuance.

Ratings Sensitivity

All classes maintain Stable Outlooks. Due to the recent issuance
of the transaction and the stable performance, Fitch does not
foresee positive or negative ratings migration until material
economic or asset-level events change the transaction's overall
portfolio-level metrics. Additional information on rating
sensitivity is available in the report 'Morgan Stanley Capital I
Trust, 2011-C2' (June 28, 2011), available at
www.fitchratings.com.

The largest loan of the pool (12.62%) is secured by Deerbrook
Mall, a 1,203,612 square foot (sf) regional mall, of which 554,461
sf is collateral for the loan, located in Humble, TX. The mall
features four non-collateral anchors, including Dillard's, Macy's,
Sears, and JC Penney. The subject serves a large trade area that
encompasses a population of more than 500,000 with an average
household income of $68,000. The closest competitor is another
regional mall that is owned by the same sponsor more than 21 miles
to the southwest. The occupancy as of September 2012 was 99%
versus 98% at issuance and the third-quarter 2012 reported debt
service coverage ratio (DSCR) was 1.62x. The sponsor of the loan
is General Growth Properties.

The second largest loan (11.91%) is secured by a 1,125,747 sf
regional mall, Ingram Park Mall, located in San Antonio, TX. The
non-collateral anchors of the mall are Dillard's, Dillard's Home
Center, Sears, JC Penney, and Macy's. The mall benefits from its
proximity to the Lackland Airforce Base and Westover Hills master-
planned community. The mall's occupancy as of September 2012 was
89% with a DSCR of 1.59x. The sponsor of the loan is Simon
Property Group.

The third largest loan (11.06%) is secured by 383,983 sf office
building located in Midtown Manhattan in New York, NY. Built in
1962, the property is a 23-story office building containing
370,304 sf of office space and 13,679 sf of ground floor retail
space. Major tenants at the location include Scripps HGTV, Misys
International, and Snell & Weisheimer. The subject is less than
one block from a metro subway station and benefits from its easy
access to major New York City transit centers. The property has
experienced a slight decline in performance since issuance, but is
still above Fitch underwritten assumptions, with year-end 2012
occupancy of 98% and a DSCR of 1.73x. The sponsors are NNA
Property Holding Group and Murray Hill Properties Real Estate.

Fitch has affirmed the following classes as indicated:

-- $43.9 million class A-1 at 'AAAsf'; Outlook Stable;
-- $363.5 million class A-2 at 'AAAsf'; Outlook Stable;
-- $89 million class A-3 at 'AAAsf'; Outlook Stable;
-- $439.5 million class A-4 at 'AAAsf'; Outlook Stable;
-- $45.5 million class B at 'AAsf'; Outlook Stable;
-- $50.1 million class C at 'Asf'; Outlook Stable;
-- $31.9 million class D at 'BBB+sf'; Outlook Stable;
-- $50.1 million class E at 'BBB-sf'; Outlook Stable;
-- $15.2 million class F at 'BB+sf'; Outlook Stable;
-- $12.1 million class G at 'BBsf'; Outlook Stable;
-- $15.2 million class H at 'B-sf'; Outlook Stable;
-- $936 million class X-A at 'AAAsf'; Outlook Stable;

Fitch does not rate class J and X-B.


NAVIGATOR CDO 2006: S&P Raises Rating on Class D Notes to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of notes from Navigator CDO 2006 Ltd., a cash flow
collateralized loan obligation (CLO) transaction.

This transaction is currently in its reinvestment period until
September 2013.  The upgrades reflect a principal cash balance of
$65.8 million, which is up from $31.8 million in January 2011,
according to the April 2013 trustee report.  The deal also
currently has 3.3% of its assets in the 'CCC' range according to
the April 2013 trustee report, down from 6.1% according to the
December 2010 report, which S&P used in its January 2011 rating
actions.  In addition, the deal had an increase in
overcollateralization (O/C) ratios for the class A, B, C, and D
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

RATINGS RAISED

Navigator CDO 2006 Ltd.
                Rating
Class        To         From
A            AAA (sf)   AA+ (sf)
ARevolving   AAA (sf)   AA+ (sf)
B-1          AA- (sf)   A (sf)
B-2          AA- (sf)   A (sf)
C            BBB+ (sf)  BBB (sf)
D            BB+ (sf)   B+ (sf)


NEWCASTLE CDO VIII: Moody's Affirms Ratings on 11 Note Classes
--------------------------------------------------------------
Moody's affirmed the ratings of eleven classes of Notes issued by
Newcastle CDO VIII 1, Limited and Newcastle CDO VIII 2, Limited
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
CLO) transactions.

Moody's rating action is as follows:

Cl. I-A, Affirmed A3 (sf); previously on Aug 15, 2012 Upgraded to
A3 (sf)

Cl. I-B, Affirmed Ba3 (sf); previously on Aug 15, 2012 Upgraded to
Ba3 (sf)

Cl. I-AR, Affirmed A3 (sf); previously on Aug 15, 2012 Upgraded to
A3 (sf)

Cl. II, Affirmed Caa1 (sf); previously on Sep 22, 2010 Downgraded
to Caa1 (sf)

Cl. III, Affirmed Caa3 (sf); previously on Sep 22, 2010 Downgraded
to Caa3 (sf)

Cl. V, Affirmed Ca (sf); previously on Sep 22, 2010 Downgraded to
Ca (sf)

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

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

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

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

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

Ratings Rationale:

Newcastle CDO VIII 1, Limited and Newcastle CDO VIII 2, Limited is
a static (the reinvestment period ended in November 2011) cash
transaction backed by a portfolio of: i) mezzanine debt interests
(43.4%); ii) commercial mortgage backed securities (CMBS) (17.2%
of the pool balance); iii) commercial real estate collateralized
debt obligations (CRE CDOs) (14.9%); iv) asset backed securities
(ABS) (8.8%) primarily in the form of subprime RMBS; real estate
term loans (8.0%); v) A-Notes and whole loans (3.7%); vi) B-Notes
(3.1%); and vii) rake bonds (1.0%). As of the April 18, 2013
trustee report, the aggregate Note balance of the transaction,
including preferred shares, has decreased to $768.3 million from
$983.9 million at issuance, due to the combination of full or
partial junior notes cancellations of the Class IV, VI, VII, X and
XI Notes and regular amortization of the collateral pool with the
paydowns directed to the Class I-A and I-AR Notes.

Per Moody's special comment, "Junior CDO Note Cancellations Should
Concern Senior Noteholders in Structured Transactions," dated June
14, 2010, there is a concern that the cancellation of junior notes
can lead to a diversion of cash flow away from the senior notes.
During the current review, holding all key parameters static, the
cancellations of the Class IV, VI, VII, X and XI Notes in the
subject transaction did not result in higher expected losses and
longer weighted average lives on the senior Notes, while having
the opposite effect on mezzanine and junior Notes to cause, in and
of itself, a downgrade or upgrade of any classes of Notes.

There are three assets with a par balance of $26.2 million (3.3%
of the current pool balance) that are considered defaulted
securities as of the April 18, 2013 trustee report, the same as at
last review. Two of these assets (80.9% of the defaulted balance)
are CMBS and one asset (19.1%) is an ABS. There have been no
realized losses to the deal to date, and Moody's does expect
significant losses to occur from these 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 4,899
compared to 4,982 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (0.1% compared to 1.8% at last
review), A1-A3 (3.6% compared to 1.7% at last review), Baa1-Baa3
(15.6% compared to 15.1% at last review), Ba1-Ba3 (9.2% compared
to 8.3% at last review), B1-B3 (24.8% compared to 21.1% at last
review), and Caa1-C (46.6% compared to 52.0% at last review).

Moody's modeled a WAL of 3.5 years, the same as at last review.
The current WAL is based on the assumption about extensions on the
underlying collateral assets.

Moody's modeled a fixed WARR of 15.1%, compared to 15.4% at last
review.

Moody's modeled a MAC of 9.9%, compared to 15.0% 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, released on May 16, 2013,
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 15.1% to 5.1% or up to 25.1% would result in a rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
4 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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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.


OFFUTT AFB: Moody's Lifts Series 2005 Cl. I Bond's Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on approximately
$137.7 million of outstanding Offutt AFB America First
Communities, L.L.C. Military Taxable Housing Revenue Bonds Series
2005 Class I to Ba1 from Ba3, and Series 2005 Class II to Ba2 from
B1. The outlook on the ratings has been revised to positive from
stable.

Ratings Rationale:

The upgrades of the ratings is supported by the Project's
consistently improving financial performance, driven primarily by
strong project occupancy, satisfactory rental increases in 2013,
and history of effective property management. The ratings also
take into consideration ongoing challenges to the project
including presence of a debt service surety policy provided by a
weak counterparty (Syncora Guarantee, Inc. -- rating WR as of Nov.
8, 2012), partial reliance on rental revenues from units slated to
be demolished in the near- to medium-term, and commencement of
bond principal amortization scheduled to begin in the current
fiscal year. The positive outlook on the ratings reflects the
positive momentum in financial performance exhibited over the last
few years and the possibility of further upgrade contingent upon
sustained strong credit performance.

The bonds are special obligation of the issuer, secured by a
pledge of rental and other revenues, including the Basic Allowance
for Housing (BAH) receipts generated by Offutt AFB America First
Communities, L.L.C., a 1640-unit privatized military housing
facility located in Omaha, Nebraska; further security is provided
by the assignment of a leasehold mortgage on the underlying
property, improvements, and equipment therein; and certain pledged
reserve funds held by the bond trustee.

Strengths:

Average occupancy of 96.5% in end-state units in 2012, a
continuation of satisfactory market position

1.96x (Moody's-adjusted) senior debt service coverage in 2012, and
increase over 1.82x (Moody's-adjusted) in the prior year

Average BAH increase was a very strong 6.79% for 2013; however,
the this follows several years of flat rental growth, thereby
diluting the baseline effect of the current large increase

which constrains rent levels for new incoming tenants; this is
partially mitigated by an average annual BAH increase of 3% over
the prior four years.

Construction period virtually completed, with only 314 units
awaiting demolition no earlier than 2015

Base essentiality remains strong

Challenges:

On a forward-looking basis, rental revenue growth is exposed to
volatility and unpredictability of yearly BAH levels, which are
subject to Federal budget appropriation risk. Such future risk
applies to rent levels for incoming tenants who are newly assigned
to the base.

Debt service surety policy is provided by Syncora Guarantee, Inc.
(rating WR as of Nov. 8, 2012), which increases counterparty risk
in case of any future operating cash flow shortages

The project benefits from increased rental revenue from currently
occupied excess units, which are slated to be demolished no
earlier than 2015. Expected drop-off of corresponding revenues
will place some downward pressure on financial performance.

Commencement of bond principal amortization is scheduled for the
current fiscal year, which is expected to drive a downward
adjustment in debt service coverage levels; this is partially
mitigated by the strong BAH increase of 6.79% for 2013.

Weak local housing market will continue to drive rental rate
competition and unit uptake rates in the near future, partially
mitigated by the project's on-base location

Outlook:

The positive outlook on the ratings reflects the positive momentum
in financial performance exhibited over the last few years and the
possibility of further upgrade contingent upon sustained strong
credit performance.

What could change the rating UP?

- Continued growth in financial strength

- Replacement of the debt service surety policy with one from a
   highly rated provider

- Reinstatement and substantial improvement in the current surety
   policy provider's rating

- Final completion of the IDP scope of work, including
   demolition, while maintaining strong financial performance

What could change the rating DOWN?

- Significant decline in debt service coverage levels, driven by
   outsized growth in expenses and/or stagnant rent levels

- Substantial or prolonged declines in occupancy

- Downsizing or closure of military facilities

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


OHA CREDIT VIII: S&P Assigns 'BB' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to OHA
Credit Partners VIII Ltd./OHA Credit Partners VIII Inc.'s
$378.5 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which S&P assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest rate
      scenarios, including LIBOR ranging from 0.28%-12.87%.

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

   -- The transaction's interest diversion test, a failure of
      which will lead to the reclassification of up to 50% of
      excess interest proceeds that are available (before paying
      subordinated and incentive collateral management fees,
      uncapped administrative expenses and hedge amounts,
      subordinated note payments, expenses related to a
      refinancing, and the supplemental reserve amount) to
      principal proceeds for the purchase of additional collateral
      assets or, after the noncall period, to pay the notes
      sequentially, at the election of the collateral manager, but
      only during the reinvestment period.  After the end of the
      reinvestment period, up to 50% of the excess interest
      proceeds are used only to pay the notes sequentially.

          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/1536.pdf

RATINGS ASSIGNED

OHA Credit Partners VIII Ltd./OHA Credit Partners VIII Inc.

Class                  Rating                    Amount
                                               (mil. $)
A                      AAA (sf)                   244.0
B                      AA (sf)                     57.0
C (deferrable)         A (sf)                      29.0
D (deferrable)         BBB (sf)                    21.5
E (deferrable)         BB (sf)                     18.0
F (deferrable)         B (sf)                       9.0
Subordinated notes     NR                          36.5

NR-Not rated.


OMI TRUST 2002-B: S&P Cuts A-1 Certs Rating to 'D' & Withdraws
--------------------------------------------------------------
Standard & Poor's Ratings Services, in a May 20, 2013 press
release, corrected by reinstating its 'CC (sf)' rating on OMI
Trust 2002-B's class A-1 notes.  The transaction is an asset-
backed securities transaction backed by fixed-rate manufactured
housing loans originated by Oakwood Acceptance Corp.  On May 16,
2013, S&P withdrew its rating on the class A-1 notes due to a
system error.

In a subsequent May 20, 2013 press release, S&P lowered its rating
on the class A-1 certificates from OMI Trust 2002-B.  S&P
subsequently withdrew the rating.

The downgrade and withdrawal reflect the nonpayment of full
principal to investors by May 2013, the certificates' stated final
maturity date.  S&P's rating reflects the probability of the
default of full principal and timely interest payments each month
by the certificate's stated final maturity or legal final maturity
date.

Because cumulative net losses have been higher than initially
expected, the transaction has not generated enough collections
each month to pay the complete scheduled principal amount due to
all the outstanding class A certificates per the transaction
documents.  As such, all of the class A certificates have now
accumulated an unpaid principal shortfall of approximately
$36.9 million.  According to the transaction documents, the
payment waterfall specifies that before the normal sequential
principal payment distribution, any unpaid principal shortfall
amount will be paid pro rata among all the still-outstanding class
A certificates.  Accordingly, the class A-1 certificates have been
receiving an amount equal to their pro rata share of the available
monthly collections.

As of the May 15, 2013, distribution date, the class A-1
certificates had an outstanding balance of approximately
$1.725 million and were not paid in full by the May 2013 legal
final maturity date.

          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 are available at:

            http://standardandpoorsdisclosure-17g7.com


ORANGE COVE: Moody's Confirms Successor Agency Ba1 Tax Bond Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 rating to the
Successor Agency of Orange Cove Redevelopment Agency's (CA) 2004
Tax Allocation Bonds, Series A. The bonds are secured by a pledge
of tax increment revenues from the agency's Orange Cove
Redevelopment Project Area.

Rating Rationale:

The Ba1 rating reflects the somewhat weaker credit quality that we
have always incorporated into the rating and the additional risks
and weakness compounded by the dissolution of redevelopment
agencies (now known as successor agencies). The key factors are
its adequate semi-annual debt service coverage, the small-sized
rural tax base, the very low wealth level of residents, and the
somewhat concentrated the tax base. Furthermore, the Successor
Agency has only one bond outstanding, and no subordinate pass-
through obligations that could challenge the seniority of debt
service.

Strengths:

- Adequate semi-annual debt service coverage

- Assessed value expected to be stable

- No subordinate pass-through obligations

Challenges:

- Small-sized rural community

- Very low wealth level of residents with high unemployment

- Somewhat concentrated tax base

What could move the rating-Up

- Significant and sustained increase in assessed valuation

- Substantial improvement in wealth levels

What could move the rating-Down

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

- Sizable ongoing population decline

Rating Methodology:

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


PALMER SQUARE 2013-1: S&P Assigns 'BB' Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Palmer
Square CLO 2013-1 Ltd./Palmer Square CLO 2013-1 LLC's
$330.75 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

   -- The transaction's cash flow structure, as assessed by
      Standard & Poor's using the assumptions and methods outlined
      in the corporate collateralized debt obligation (CDO)
      criteria, which can withstand the default rate projected by
      Standard & Poor's CDO Evaluator model.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's expectation of the timely interest and ultimate
      principal payments on the rated notes, assessed using its
      cash flow analysis and assumptions commensurate with the
      assigned ratings under various interest rate scenarios,
      including LIBORs ranging from 0.2761% to 12.8133%.

   -- 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
      rated notes' outstanding balance.

          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/1546.pdf

RATINGS ASSIGNED

Palmer Square CLO 2013-1 Ltd./Palmer Square CLO 2013-1 LLC

Class               Rating        Amount (mil. $)
A-1                 AAA (sf)               212.80
A-2                 AA (sf)                 59.70
B (deferrable)      A (sf)                  19.75
C (deferrable)      BBB (sf)                16.20
D (deferrable)      BB (sf)                 13.65
E (deferrable)      B (sf)                   8.65
Subordinated notes  NR                      31.60

NR--Not rated.


PARTS PRIVATE: Fitch Affirms 'C' Jr. Subordinate Notes Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the senior and junior subordinate
notes, and downgraded the subordinate note for PARTS Private
Student Loan Trust Series 2007-CT1. Fitch maintains a Negative
Outlook on the senior note. Fitch used its 'Global Structured
Finance Rating Criteria' and 'U.S. Private Student Loan ABS
Criteria' to review the transaction.

Key Rating Drivers

The affirmation on the senior note reflects sufficient loss
coverage multiples to support the existing rating. The Negative
Outlook is maintained on the senior note due to deteriorating
collateral performance.

The junior subordinate note is affirmed at 'C' due to under-
collateralization and insufficient coverage for principal payment.
The downgrade on the subordinate note reflects deteriorating
performance and insufficient loss coverage multiples to support
existing rating. The level of defaults has increased to 18.65%
from 15.66% last year, and subordinate and total parity levels
have continued to decrease from the previous year (February 2012)
to the current (February 2013), from 99.23% to 97.41% and 88.33%
to 86.10% respectively. The trust has continued to show
deterioration in excess spread.

Loss coverage multiples were determined by comparing the projected
net loss amount to available credit enhancement (CE). Fitch used
market vintage loss data to form a loss timing curve
representative of the collateral pool. After giving seasoning
credit for those loans in repayment, Fitch applied the current
cumulative gross loss level to the loss timing curve to derive the
expected gross losses over the remaining life. Fitch estimated the
remaining gross defaults for the trust are approximately 15%-20%.
No credit is given to recovery, as data provided indicated minimal
recovery after loans defaulted.

The Recovery Estimate for the class B notes is RE 35% and for the
class C note is RE 0%.

CE consists of excess spread and overcollateralization.
Furthermore, senior notes benefit from additional credit
enhancement provided by the subordinate notes. Fitch assumed
excess spread to be the lesser of the current annualized excess
spread; the average historical excess spread; and the most recent
12-month average excess spread. That same rate was applied over
the remaining life.

The collateral securing the notes are private loans originated
according to either TERI or LEARN underwriting guidelines. PHEAA
services the loan portfolio.

Rating Sensitivities

As Fitch's base case default proxy is derived primarily from
historical collateral performance, actual performance may differ
from the expected performance, resulting in higher loss levels
and/or prepayment speeds than the base case. This will result in a
decline in available CE and the remaining loss coverage levels
available to the notes. Therefore, note ratings may be susceptible
to potential negative rating actions, depending on the extent of
the decline in the coverage.

Rating sensitivity results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. Rating sensitivity should not be used as an
indicator of future rating performance.

Fitch has taken the following rating actions:

PARTS Private Student Loan Trust Series 2007-CT1

-- Class A affirmed at 'Asf', Outlook Negative;
-- Class B downgraded to 'CCCsf' from 'B-sf, RE 35%;
-- Class C affirmed at 'Csf', RE 0%.


SANTA MONICA: Moody's Ups Successor Agency Tax Bond Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 the rating to
the Successor Agency of the Redevelopment Agency of the City of
Santa Monica's (CA) 2002 Tax Allocation Bonds. The bonds are
secured by a pledge of tax increment revenues from the agency's
Ocean Park Redevelopment Project Area. The project area is divided
into two sub-areas: 1(a) and 1(b). Together, these sub-areas are
pledged to pay debt service on the TABs, though the tax increment
revenue pledged by one project area to cover the non-payment is
limited. Due to its much small size, 1(b) would not be able to
cover debt service for 1(a).

Rating Rationale:

The upgrade to Baa3 reflects the project area's relative strengths
compared to other Moody's rated Tax Allocation Bonds (TABs),
though there are weaknesses in a few areas outlined in Moody's
February special comment. The Ocean Park project area's coverage
for the second payment period falls below 2x, though remains sum-
sufficient at a projected 1.07x in calendar year 2013, while
coverage for the first period is notably strong. The project area
is small at 33 acres and falls below Moody's standard threshold of
1,000 acres, though this weakness is offset somewhat by the area
being an affluent residential portion of the city. Taxpayer
concentration is moderately high at 35% of incremental AV. The
project area's general weaknesses are offset somewhat by the
area's strong wealth indicators and by the size of tax increment
AV to total AV at 96.9% in fiscal 2013. The strength of the pledge
is reflected in the Department of Finance's (DOF) approval of all
bond and bank loan debt service payments as enforceable
obligations. Review of the debt service in future ROPS will be
limited to confirming the schedule payments required by the
obligation. Importantly, however, is the state legislature's
willingness to modify the cash flows available for bond debt
service as a considerable source of uncertainty and a major factor
for not placing the rating in the A category.

Strengths

- Strong first payment debt service coverage

- Assessed value expected to be stable

- No pass-through obligations

Challenges

- Small-sized project area

- Moderately high taxpayer concentration

The Ocean Park project area is 33 acres located in the City of
Santa Monica, bordering the boundary with the City of Los Angles
(near Venice Beach) and the Pacific Ocean.

What could move the rating - UP

- Significant and sustained increase in assessed valuation

- Increased debt service coverage in the second payment period

What could move the rating - DOWN

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

- Sizable ongoing population decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


SDART 2013-3: S&P Assigns 'BB+' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Santander Drive Auto Receivables Trust 2013-3's $1,202.35 million
automobile receivables-backed notes series 2013-3.

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

The ratings reflect S&P's view of:

   -- The availability of 50.16%, 44.32%, 36.28%, 32.33%, and
      27.50% of credit support for the class A, B, C, D, and E
      notes, respectively, based on stress cash flow scenarios
      (including excess spread), which provide coverage of more
      than 3.50x, 3.00x, 2.30x, 1.93x, and 1.60x its 13.50%-14.50%
      expected cumulative net loss.

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

   -- Its expectation that under a moderate ('BBB') stress
      scenario, all else being equal, its ratings on the class A,
      B, and C notes will remain within one rating category of the
      assigned ratings during the first year, and its ratings on
      the class D and E notes will remain within two rating
      categories of the assigned ratings, which is within the
      outer bounds of S&P's credit stability criteria.

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

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

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

          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/1511.pdf

RATINGS ASSIGNED

Santander Drive Auto Receivables Trust 2013-3

Class   Rating      Type         Interest           Amount
                                 rate             (mil. $)
A-1     A-1+ (sf)   Senior       Fixed              172.00
A-2     AAA (sf)    Senior       Fixed              383.00
A-3     AAA (sf)    Senior       Fixed              222.40
B       AA (sf)     Subordinate  Fixed              128.47
C       A (sf)      Subordinate  Fixed              158.12
D       BBB+ (sf)   Subordinate  Fixed               72.47
E       BB+ (sf)    Subordinate  Fixed               65.89


SEQUOIA MORTGAGE 2013-7: Fitch Rates $2.49MM Class B-4 Certs 'BB'
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings to Sequoia Mortgage
Trust 2013-7, mortgage pass-through certificates, series 2013-7
(SEMT 2013-7):

-- $125,000,000 class A-1 certificate 'AAAsf'; Outlook Stable;
-- $298,878,000 class A-2 certificate 'AAAsf'; Outlook Stable;
-- $125,000,000 class A-IO1 notional certificate 'AAAsf';
   Outlook Stable;
-- $423,878,000 class A-IO2 notional certificate 'AAAsf';
   Outlook Stable;
-- $8,165,000 class B-1 certificate 'AAsf'; Outlook Stable;
-- $7,711,000 class B-2 certificate 'Asf'; Outlook Stable;
-- $6,577,000 class B-3 certificate 'BBBsf'; Outlook Stable;
-- $2,494,000 non-offered class B-4 certificate 'BBsf';
   Outlook Stable.

The 'AAAsf' rating on the senior certificates reflects the 6.55%
subordination provided by the 1.80% class B-1, 1.70% class B-2,
1.45% class B-3, 0.55% non-offered class B-4 and 1.05% non-offered
class B-5. The $4,763,656 non-offered class B-5 certificates will
not be rated by Fitch.

Fitch's ratings reflect the high quality of the underlying
collateral, the clear capital structure and the high percentage of
loans reviewed by third party underwriters. In addition, Wells
Fargo Bank, N.A. will act as the master servicer and Wilmington
Trust will act as the Trustee for the transaction. For federal
income tax purposes, elections will be made to treat the trust as
one or more real estate mortgage investment conduits (REMICs).

SEMT 2013-7 will be Redwood Residential Acquisition Corporation's
seventh transaction of prime residential mortgages in 2013. The
certificates are supported by a pool of prime fixed rate mortgage
loans. All but 0.8% of the loans are fully amortizing. The
aggregate pool included loans originated from Cole Taylor Bank
(7.8%), PrimeLending (6.7%), George Mason (5.8%), and WJ Bradley
Mortgage Capital (5.5%). The remainder of the mortgage loans was
originated by various mortgage lending institutions, each of which
contributed less than 5% to the transaction.

As of the cut-off date, the aggregate pool consisted of 595 loans
with a total balance of $453,588,656; an average balance of
$762,334; a weighted average original combined loan-to-value ratio
(CLTV) of 66.9%, and a weighted average coupon (WAC) of 3.8%.
Rate/Term and cash out refinances account for 60.6% and 7.6% of
the loans, respectively. The weighted average original FICO credit
score of the pool is 770. Owner-occupied properties comprise 96.2%
of the loans. The states that represent the largest geographic
concentration are California (41.8%), Texas (9.8%) and
Massachusetts (5.5%).

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 but 0.8% of the loans are fully amortizing. Third-
party loan-level due diligence was conducted on 98% of the overall
pool, and Fitch believes the results of the review generally
indicate strong underwriting controls.

Originators With Limited Performance History: The majority of the
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 (MSAs) is 23.2% and concentration in California is 41.8%
which is similar compared to recent 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 2013-7 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 two of the top 10 regions, Fitch's
SHP model does not project declines in home prices. These regions
are Dallas-Plano-Irving in Texas (4.7%), and Chicago-Joliet-
Naperville in Illinois (4.6%). 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 13.6% for this pool. The analysis indicates there
is some potential rating migration with higher MVDs, compared with
the model projection.


SOLOSO CDO 2005-1: Moody's Lowers Ratings on 3 CDO Note Tranches
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on the following
notes issued by Soloso CDO 2005-1, Ltd.:

$170,000,000 Class A-1L Floating Rate Notes Due October 2035
(current outstanding balance of $137,330,355.47), Downgraded to B2
(sf); previously on June 26, 2012 Upgraded to Ba2 (sf);

$126,000,000 Class A-1LA Floating Rate Notes Due October 2035
(current outstanding balance of $94,288,824.81), Downgraded to B1
(sf); previously on June 26, 2012 Upgraded to Ba1 (sf);

$39,000,000 Class A-1LB Floating Rate Notes Due October 2035
(current outstanding balance of $39,002,477.12), Downgraded to B3
(sf); previously on June 26, 2012 Upgraded to B1 (sf).

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

$45,500,000 Class A-2L Deferrable Floating Rate Notes Due October
2035 (current outstanding balance of $46,103,584.68), Affirmed Ca
(sf); previously on April 20, 2011 Downgraded to Ca (sf);

$40,000,000 Class A-3L Floating Rate Notes Due October 2035
(current outstanding balance of $42,420,251.92), Affirmed C (sf);
previously on October 30, 2009 Downgraded to C (sf);

$19,000,000 Class A-3A Fixed/Floating Rate Notes Due October 2035
(current outstanding balance of $20,794,475.65), Affirmed C (sf);
previously on October 30, 2009 Downgraded to C (sf);

$19,000,000 Class A-3B Fixed/Floating Rate Notes Due October 2035
(current outstanding balance of $20,149,619.66), Affirmed C (sf);
previously on October 30, 2009 Downgraded to C (sf);

$30,500,000 Class B-1L Floating Rate Notes Due October 2035
(current outstanding balance of $34,108,357.94), Affirmed C (sf);
previously on October 30, 2009 Downgraded to C (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the default in the payment of periodic
interest on the Class A-1L, Class A-1LA and Class A-1LB ("Class
A1") Notes. As per the trustee notice dated April 24, 2013, this
default in the payment of interest on the Class A1 Notes resulted
in an Event of Default. Moody's notes that the rating actions on
the Class A1 Notes are commensurate with the expected recoveries
for the notes, as outlined in the methodology titled "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009.

Soloso CDO 2005-1, Ltd., issued on August 24, 2005, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data reported as of Q4-2012.

The principal methodologies used in this rating were "Moody's
Approach to Rating TRUP CDOs" published in May 2011 and "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009.

The transaction's portfolio was modeled using CDOROM v.2.8 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as its outlook on the banking sector
remains negative, although there have been some recent signs of
stabilization. The pace of FDIC bank failures continues to decline
in 2013 compared to the last few years, and some of the previously
deferring banks have resumed interest payment on their trust
preferred securities.


TABERNA PREFERRED: Supp. Indenture No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investor Service determined that certain changes to the
permitted activities and investments of Star Asia Finance, LLC, as
set forth in a supplemental indenture dated as of May 16, 2013
between the Company and The Bank of New York Mellon Trust Company,
National Association (the "Trustee"), will not at this time in and
of themselves result in the withdrawal, reduction or other adverse
action to Moody's current ratings of any class of notes issued by
Taberna Preferred Funding III, Ltd. and Taberna Preferred Funding
IV, Ltd. The Transactions hold outstanding securities issued by
the Company. Moody's does not express an opinion as to whether the
Third Supplemental Indenture could have non-credit related effects
on the Transactions that may be of interest to investors.

Moody's has been informed that the Third Supplemental Indenture
received the consent of the majority of the controlling classes
and the required hedge counterparty consent for Taberna Preferred
Funding IV, Ltd.

The Third Supplemental Indenture may be summarized as follows:

The Third Supplemental Indenture permits the Company to use
interest or dividend payments or disposition proceeds from certain
underlying assets to (a) reinvest in Japanese commercial real
estate and real estate-related transactions and (b) enter into
transactions to hedge interest rate or currency risks associated
with such underlying assets or the Company's junior subordinated
debt held by the Transactions.

The principal methodology used in rating and monitoring of this
transaction was "Moody's Approach to Rating TRUP CDOs" published
in April 26, 2011.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website. In addition,
Moody's will continue monitoring the ratings. Any change in the
ratings will be publicly disseminated by Moody's through
appropriate media.

Non-Prime Ratings for Taberna are:

Taberna Preferred Funding III, Ltd.

Class A-1a COLL NOTES, Caa2
Class A-1b COLL NOTES, Caa2
Class A-1c COLL NOTES, Caa2
Class A-2a COLL NOTES, Caa3
Class B-1, COLL NOTES, Ca
Class B-2, COLL NOTES, Ca

Taberna Preferred Funding IV, Ltd.

Class A-1 COLL NOTES, Caa3
Class B-1 COLL NOTES, C
Class B-2 COLL NOTES, C


THORNBURG MORTGAGE 2004-1: Moody's Ups Ratings on 3 RMBS Tranches
-----------------------------------------------------------------
Moody's Investors Service upgraded three tranches from one RMBS
transaction issued by Thornburg Mortgage Securities Trust 2004-1.
The collateral backing this deal primarily consists of first-lien,
adjustable-rate prime Jumbo residential mortgages. The actions
impact approximately $79 million of RMBS issued in 2004.

Issuer: Thornburg Mortgage Securities Trust 2004-1

Cl. I-1A, Upgraded to Ba3 (sf); previously on Mar 11, 2011
Downgraded to B3 (sf)

Cl. I-2A, Upgraded to Ba1 (sf); previously on Jun 15, 2012
Confirmed at Ba3 (sf)

Cl. II-2A, Upgraded to Baa3 (sf); previously on Jun 15, 2012
Upgraded to Ba1 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
these pools.

The methodologies used in this rating 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 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 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 8.1% in April 2012 to 7.5% in April 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.


US CAPITAL II: Moody's Raises Ratings on 2 Note Issues to Caa1
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the following
notes issued by US Capital Funding II Ltd.:

$70,000,000 Class B-1 Floating Rate Senior Subordinate Notes Due
2034; Upgraded to Caa1 (sf); previously on March 9, 2012 Upgraded
to Caa3 (sf);

$40,000,000 Class B-2 Fixed/Floating Rate Senior Subordinate Notes
Due 2034; Upgraded to Caa1 (sf); previously on March 9, 2012
Upgraded to Caa3 (sf).

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

$171,000,000 Class A-1 Floating Rate Senior Notes Due 2034,
(current balance of $81,378,803.09); affirmed Baa1 (sf);
previously on March 9, 2012 Downgraded to Baa1 (sf);

$33,500,000 Class A-2 Floating Rate Senior Notes Due 2034;
affirmed Ba1 (sf); previously on March 27, 2009 Downgraded to Ba1
(sf).

Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 notes as well
as the improvement in the credit quality of the underlying
portfolio since the last rating action in March 2012.

Moody's notes that the Class A-1 notes have been paid down by
approximately $43M (34%) since the last rating action, due to
diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets. Going
forward, the Class A-1 notes will continue to benefit from the
diversion of excess interest and the proceeds from future
redemptions of any assets in the collateral pool.

Moody's also notes that the deal benefited from an improvement in
the credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
839 compared to 1247 as of the last rating action date.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par $210 million, defaulted/deferring par of$48
million, a weighted average default probability of 19.01%
(implying a WARF of 839), Moody's Asset Correlation of 20.19%, and
a weighted average recovery rate upon default of 10%. In addition
to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

US Capital Funding II, Ltd., issued on June 24, 2004, is a
collateral debt obligation backed by a portfolio of bank trust
preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data reported as of Q4-2012.

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

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

The transaction's portfolio was modeled using CDOROM v.2.8 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased to 950from the base case
of 839 the model-implied rating of the Class A-1 notes is one
notch worse than the base case result. Similarly, if the WARF is
decreased to 740, the model-implied rating of the Class A-1 notes
is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $4 million of bank TruPS. In the second
sensitivity analysis, Moody's ran alternative default-timing
profile scenarios to reflect the lower likelihood of a large spike
in defaults. Below is a summary of the impact on all 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:

Sensitivity Analysis 1:

Class A-1: 0

Class A-2: +1

Class B-1: +1

Class B-2: +1

Sensitivity Analysis 2:

Class A-1: 0

Class A-2: +1

Class B-1: +1

Class B-2: +1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as its outlook on the banking sector
remains negative, although there have been some recent signs of
stabilization. The pace of FDIC bank failures continues to decline
in 2013 compared to the last few years, and some of the previously
deferring banks have resumed interest payment on their trust
preferred securities.


WACHOVIA BANK 2003-C5: Moody's Takes Action on 16 CMBS Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed 12 classes of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-through Certificates, Series 2003-C5 as
follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jul 8, 2003 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jul 8, 2003 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Dec 21, 2006 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aaa (sf); previously on Dec 21, 2006 Upgraded to
Aaa (sf)

Cl. D, Affirmed Aaa (sf); previously on Nov 11, 2010 Upgraded to
Aaa (sf)

Cl. E, Affirmed Aaa (sf); previously on Jun 28, 2012 Upgraded to
Aaa (sf)

Cl. F, Upgraded to Aa1 (sf); previously on Jun 28, 2012 Upgraded
to Aa3 (sf)

Cl. G, Upgraded to Aa3 (sf); previously on Jun 28, 2012 Upgraded
to A2 (sf)

Cl. H, Upgraded to A3 (sf); previously on Jun 28, 2012 Upgraded to
Baa1 (sf)

Cl. J, Upgraded to Baa3 (sf); previously on Jul 8, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. K, Affirmed B1 (sf); previously on Nov 11, 2010 Downgraded to
B1 (sf)

Cl. L, Affirmed B3 (sf); previously on Nov 11, 2010 Downgraded to
B3 (sf)

Cl. M, Affirmed Caa1 (sf); previously on Nov 11, 2010 Downgraded
to Caa1 (sf)

Cl. N, Affirmed Caa2 (sf); previously on Nov 11, 2010 Downgraded
to Caa2 (sf)

Cl. O, Affirmed Caa3 (sf); previously on Nov 11, 2010 Downgraded
to Caa3 (sf)

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

Ratings Rationale:

The upgrades of the four principal and interest classes are due to
increased credit support from amortization and pay downs. The pool
has paid down by 59% since Moody's prior review.

The affirmations of the 11 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 their
current ratings. The rating of the IO Class, Class X-C, is
consistent with the credit performance of its referenced classes
and thus is affirmed.

Moody's rating action reflects a base expected loss of 5.0% of the
current balance compared to 2.1% at last review. The base expected
loss is higher on a percentage basis than at last review due to
the significant paydowns that have occurred since last review.
Base expected loss plus realized losses to date now totals 1.9% of
the original balance, the same as 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.

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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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-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 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 16 compared to 41 at last review.

In cases where the Herf falls below 20, Moody's employs the large
loan/single borrower methodology. This methodology uses 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 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(R) (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 28, 2012.

Deal Performance

As of the April 15, 2013 distribution date, the transaction's
aggregate certificate balance had decreased by 59% to $306.8
million from $1.2 billion at securitization. The Certificates were
collateralized by 49 mortgage loans ranging in size from less than
1% to 19% of the pool, with the top ten loans representing 55% of
the pool. There are two loans that have defeased, representing 2%
of the pool which are backed by U.S. government securities. The
pool also includes one loan with investment grade credit
assessment, representing 19% of the pool. Since the April 15, 2013
distribution date, ten loans have paid off totaling approximately
$82.5 million with an additional $68.8 million poised to pay off,
according to the master servicer.

There were 39 loans, representing 91% of the pool, on the master
servicer's watchlist compared to only 22 loans, representing 23%
of the pool, at last review. The significant increase in loans on
the watchlist is due to the looming maturity of many loans in the
pool. 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.

Six loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss totaling $7.6 million
(average loss severity of 14%). There are currently three loans,
representing 4% of the pool, in special servicing. Moody's has
estimated an aggregate $5.1 million loss (41% overall expected
loss) for the three specially serviced loans.

Moody's has assumed a high default probability for eight poorly
performing loans representing 12% of the pool and has estimated an
$7.4 million aggregate loss (20% expected loss based on a 50%
probability of default) from these troubled loans.

Moody's was provided with full year 2011 and full year 2012
operating results for 76% and 100% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 66% compared to 77% at
last review. Moody's net cash flow reflects a weighted average
haircut of 10.7% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.73X and 1.68X, respectively,
compared to 1.52X and 1.41X, 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 loan with a credit assessment is the Lloyd Center Loan ($59.6
million -- 19.1%), which represents a 50% participation interest
in a $117.2 million mortgage loan. The loan is secured by the
borrower's interest in a 1.2 million square foot (SF) regional
center located in Portland, Oregon. The mall's anchor tenants
include Macy's, Sears and Nordstrom. Property performance declined
in 2012 over the prior year and occupancy declined to 95% compared
to 98% at last review. The borrower had initially informed the
master servicer that the loan would not pay off as of the
anticipated repayment date of June 2013. Consequently, the
interest rate would have increased to the greater of the current
interest rate of 5.42% plus 5.0% or ten-year Treasuries plus 5.0%.
The borrower recently provided notice of its intent to pay off the
loan in June 2013. Moody's current credit assessment and stressed
DSCR for the loan are Baa3 and 1.26X, respectively, compared to
Baa1 and 1.55X at last review.

The top three performing conduit loans represent 16% of the pool
balance. The largest conduit loan is the 16 West 61st Street Loan
($21.2 million -- 6.9% of the pool), which is secured by an
112,080 SF office building located in the Upper West Side of
Manhattan. The property was 100% leased as of April 2013, the same
as at last review. Property performance has steadily increased in
recent years. Moody's LTV and stressed DSCR are 44% and 2.32X,
respectively, compared to 48% and 2.13X at last review.

The second largest conduit loan is the 90 and 110 South Bedford
Road Loan ($15.2 million -- 5.0% of the pool), which is secured by
a 120,211 SF office building located in Mt. Kisco, New York. The
property is 100% leased, the same as at last review. Property
performance has steadily increased in recent years. Moody's LTV
and stressed DSCR are 63% and 1.67X, respectively, compared to 66%
and 1.59X at last review. According to the master servicer, this
loan paid off in full on May 13, 2013.

The third largest conduit loan is the Georgetown Plaza Loan ($14.0
million -- 4.6% of the pool) which is secured by a 140,495 SF
office building located in the Georgetown section of Washington,
D.C. The property is 83% leased compared to 74% at last review.
Property performance has steadily increased in recent years.
Moody's LTV and stressed DSCR are 59% and 1.74X, respectively,
compared to 68% and 1.51X at last review.


WACHOVIA BANK 2005-C21: Moody's Keeps Ratings on $1.9-Bil of CMBS
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-C21 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Nov 10, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 10, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Nov 10, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Affirmed Aa2 (sf); previously on Oct 28, 2010 Confirmed
at Aa2 (sf)

Cl. B, Affirmed A1 (sf); previously on Oct 28, 2010 Confirmed at
A1 (sf)

Cl. C, Affirmed A3 (sf); previously on Oct 28, 2010 Confirmed at
A3 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Oct 28, 2010 Downgraded
to Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Oct 28, 2010 Downgraded to
Ba2 (sf)

Cl. F, Affirmed B1 (sf); previously on Oct 28, 2010 Downgraded to
B1 (sf)

Cl. G, Affirmed Caa1 (sf); previously on Oct 28, 2010 Downgraded
to Caa1 (sf)

Cl. H, Affirmed Caa3 (sf); previously on Oct 28, 2010 Downgraded
to Caa3 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Oct 28, 2010 Downgraded
to Caa3 (sf)

Cl. K, Affirmed Ca (sf); previously on Oct 28, 2010 Downgraded to
Ca (sf)

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

Ratings Rationale:

The affirmations of the 13 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 rating of the IO Class 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 6.2% of the
current pooled balance compared to 5.5% at last review. Moody's
base expected loss plus realized losses is now 5.6% of the
original pool balance, the same as 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
the 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.

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 in the 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 continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
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 outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even 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 IO 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 30 compared to 34 at Moody's prior review.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities 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.

Deal Performance

As of the April 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 40% to $1.9 billion
from $3.3 billion at securitization. The Certificates are
collateralized by 190 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten loans representing
46% of the pool. Three loans, representing 2% of the pool, have
been defeased and are collateralized with U.S. Government
Securities.

Forty-nine loans, representing 40% 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.

Thirteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $60 million (56% average loss
severity). Five loans, representing 6% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Park Place II Loan ($44.7 million -- 2.0% of the pool), which is
secured by a 254,000 square foot (SF) retail property located in
Sacramento, California. The loan transferred to special servicing
in January 2012 after Bed Bath & Beyond, which leased 10% of net
rentable area (NRA), exercised its early termination option in
December 2011. The poor performance is caused by a low occupancy.
The property was 76% leased as of September 2012. The special
servicer has recognized an appraisal reduction of $16.45 million
for this loan.

The remaining four specially serviced loans are secured by a mixed
of the property types. Moody's has estimated a $45 million or 40%
expected loss for all of the specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 2% of the pool and has estimated a
$6 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 full or partial year
2012 operating results for 97% and 90% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 102% compared to 101% 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 9.1%.

Moody's actual and stressed conduit DSCRs are 1.34X and 1.02X,
respectively, compared to 1.31X and 1.02X 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 23% of the pool balance. The
largest conduit loan is the NGP Rubicon GSA Pool(1) Loan ($187
million -- 9.6% of the pool), which represents a 50% pari passu
interest in a $374 million first mortgage. The loan is secured by
a portfolio of 13 office properties and one distribution center,
located in ten U.S. states plus the District of Columbia. The
portfolio was 100% leased as of year-end 2012 reporting, the same
as at Moody's last review. Over 90% of the portfolio is leased to
the General Services Administration. The loan is currently on the
watchlist due to upcoming GSA lease expirations, which will affect
several of the properties. Moody's analysis considers the upcoming
lease rollover risk and potential vacant space is leased up to
market rent and vacancy rates. Negative impacts from the GSA lease
expirations on the loan metrics are mitigated in part by loan
amortization. Moody's current LTV and stressed DSCR are 102% and
0.91X, respectively, compared to 100% and 0.93X at last review.

The second largest conduit loan is the Abbey Pool Loan ($138
million -- 7.1% of the pool), which is secured by the fee and
leasehold interests in a portfolio of 20 retail, office,
industrial and mixed use properties located in Southern
California. The portfolio was 63% leased as of March 2013 compared
to 80% at last review. Performance has declined due lower revenues
caused by the reduced rents across the portfolio and higher
vacancy. Moody's LTV and stressed DSCR are 129% and 0.77X,
respectively, compared to 122% and 0.82X at last review.

The third largest conduit loan is the Metropolitan Square Loan
($124 million -- 6.4% of the pool), which is secured by a 42-story
Class A office tower located in the central business district of
Saint Louis, Missouri. The collateral is also encumbered by a
$25.5 million B-note held outside the trust. The property was 80%
leased as of December 2012 compared to 78% as of December 2011.
Performance has been stable. The loan was modified and returned to
master servicer in March 2013. Moody's LTV and stressed DSCR are
136% and 0.71X, respectively, compared to 138% and 0.70X at last
review.


WFRBS 2011-C2: Moody's Ratings Unchanged After Transfer/Assumption
------------------------------------------------------------------
Moody's Investors Service was informed that CIM/H&H Retail L.P.
(the borrower) of the Hollywood & Highland Loan has requested a
permitted Transfer/Assumption. The proposed Transfer/Assumption
will become effective upon satisfaction of the conditions set
forth in the governing documents.

Moody's has reviewed the proposed transfer and has determined that
this action will not in and of itself, result in a downgrade or
withdrawal of the current ratings to any class of certificates
rated by Moody's for WF-RBS Commercial Mortgage Trust 2011-C2,
Commercial Mortgage Pass-Through Certificates, Series 2011-C2.
Moody's opinion only addresses the credit impact associated with
the proposed action. Moody's is not addressing any opinion as to
whether this change, 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 WFRBS 2011-C2 was taken on March 7,
2013 where Moody's affirmed the ratings of 11 classes as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Mar 11, 2011 Assigned
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Mar 11, 2011 Assigned
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Mar 11, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Mar 11, 2011 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Mar 11, 2011 Definitive
Rating Assigned Aaa (sf)

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

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 Structured Finance Interest-Only
Securities" published in February 2012.


WFRBS 2011-C5: New Special Servicer No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service was informed that the Majority
Subordinate Certificate holder intends to replace Midland Loan
Services as the Special Servicer and to appoint Rialto Capital
Advisors, LLC as the successor Special Servicer. The proposed
special servicer replacement will become effective upon
satisfaction of the conditions precedent set forth in the
governing documents.

Moody's has reviewed the proposed special servicer replacement
from Midland to Rialto. Moody's has determined that this proposed
special servicing transfer will not, in and of itself, and at this
time, result in a downgrade or withdrawal of the current ratings
to any class of certificates rated by Moody's for WFRBS Commercial
Mortgage Trust 2011-C5, Commercial Mortgage Pass-Through
Certificates, Series 2011-C5. Moody's opinion only addresses the
credit impact associated with the proposed transfer of special
servicing rights. Moody's is not expressing any opinion as to
whether the this change 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 WFRBS 2011-C5 was taken on September
20, 2012.

The methodologies used in monitoring this transaction were
"Moody's Approach to Rating U.S. CMBS Conduit Transactions"
published in September 2000, and "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

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

Non-prime ratings for WFRBS Commercial Mortgage Trust 2011-C5 are:

  Cl. F PASS-THRU CTFS, Ba2
  Cl. G PASS-THRU CTFS, B2
  Cl. X-B PASS-THRU CTFS, Ba3


* Fitch Puts 217 Tranches of U.S. Student Loan ABS on Rating Watch
------------------------------------------------------------------
Fitch Ratings has updated its criteria for FFELP student loan-
backed securitizations and placed 192 U.S. student loan ABS
tranches on Rating Watch Negative and 25 tranches on Rating Watch
Positive.

The criteria update reflects a new analytical tool Fitch has
introduced as part of its rating process. The new tool simulates
cashflows based on collateral stratifications and deal structure,
and incorporates the stresses for various rating categories, as
outlined in the criteria.

In taking the actions, Fitch has identified trusts most likely to
be affected by the implementation of the new analytical tool.
Rating Watch Negative is assigned to deals containing Tax Exempt
Auction Rate notes, while Rating Watch Positive is assigned to the
subordinate tranches, rated 'BBsf' or below, of LIBOR-indexed
trusts with a parity of at least 100%.

Fitch will conduct individual reviews on each affected trust. The
magnitude of the upgrades and downgrades is expected to range from
three to six notches in severity. Fitch expects to complete its
review and resolve the Rating Watch status for all trusts over the
next six months.

The updated criteria, 'Rating U.S. Federal Family Education Loan
Program Student Loan ABS Criteria', dated May 17, 2013, can be
found at www.fitchratings.com.


* Fitch Says 1Q 2013 U.S. Timeshare ABS Delinquencies Decline
-------------------------------------------------------------
U.S. timeshare ABS delinquencies dropped again last quarter and
are also lower than levels seen this time last year, according to
the latest timeshare index results from Fitch Ratings.

Total delinquencies for first quarter-2013 (1Q'13) were 3.27%,
down from 3.55% in 4Q'12 and 3.58% in 1Q'12. The improvement in
timeshare ABS delinquencies last quarter is typical of springtime
performance.

Defaults for 1Q'13 also decreased to 0.72% from 0.75% in 4Q'12.
Delinquencies are 0.82% lower than levels seen at the same time
last year. While improvement this quarter is evident across all
issuers, some of the overall improvement is attributed to slight
shifts in the composition of the index. Transactions from issuers
with lower historical delinquency and default rates were added in
2012.

Delinquency trends have largely normalized at their historical
levels following the dramatic increases that occurred in 2008 and
2009. However, defaults still remain elevated from pre-
recessionary levels.

Fitch's Rating Outlook for timeshare ABS remains Stable due in
part to the delevering structures found in timeshare transactions
and ample credit enhancement levels.

Fitch's timeshare ABS index is an aggregation of performance
statistics on pools of securitized timeshare loans originated by
various developers. Expected cumulative gross defaults on
underlying transactions can range from 10% to above 20%. While
delinquencies and defaults may vary on an absolute basis, most
transactions supporting the index exhibit similar overall trends.

The Fitch timeshare performance index summarizes average monthly
delinquency (over 30 days) and gross default trends tracked in
Fitch's database of timeshare asset backed securities (ABS) dating
back to January 1997 and is available on a quarterly basis.


* Fitch Says Losses Dip Three Straight Months for U.S. Auto ABS
---------------------------------------------------------------
Annualized net losses (ANL) for both U.S. prime and subprime auto
ABS dropped in April for the third consecutive month this year,
according to the latest index results from Fitch Ratings.
Strong seasonal performance is typical for this time of year for
auto ABS. That coupled with improving economic indicators
continues to support robust asset performance this year. Overall
auto ABS performance is likely to remain strong entering the
summer months.

Prime ANL dipped 27% in April over March to 0.24%, the fourth
lowest loss rate ever. In the subprime sector, ANL were at 4.10%,
a 12% improvement versus the prior month.

On the ratings front, Fitch upgraded 13 prime outstanding notes
year-to-date in 2013, well above the four upgrades issued during
the same four month period in 2012.

The outlook for prime auto ABS asset performance is stable, while
the ratings performance outlook remains positive for 2013.

Fitch's prime and subprime auto ABS indices are comprised of $68.6
billion of outstanding notes issued from 129 transactions. Of this
amount, 72% comprise prime auto loan ABS and the remaining 28%
subprime ABS.


* Fitch Says U.S. Auto loan ABS Losses Down for Three Months
------------------------------------------------------------
For the third consecutive month, losses declined for prime and
subprime auto loan ABS indices, coinciding with three consecutive
monthly declines in the U.S. unemployment rate and lower jobless
claims, Fitch Ratings states. "If these trends continue and U.S.
consumers remain resolute in their auto loan payments, we would
expect a positive impact on all our indices," Fitch says.
Fitch's prime 60+ days delinquency index dropped to 0.29% in
April, down 12% month over month (MOM); the rate was also 12%
lower year over year (YOY).

Prime annualized net losses (ANL) sank 27% in April to 0.24% from
March. ANL were 40% higher than the 0.14% posted a year earlier,
which was a record low, but performance is still strong.

Prime cumulative net losses (CNL) were at 0.29%, a 3% drop MOM and
almost 30% lower YOY.

Subprime 60+ days delinquencies dropped for a third consecutive
month in April to 2.68%, down 11% over March and 15% higher YOY.
ANL ended April at 4.1%, a 12% drop from March and down 1% from
April 2012.

Robust credit underwriting standards in the 2009-2012 vintages,
combined with healthy wholesale vehicle market (WVM) over the past
two years, have supported prime asset performance.

However, some softening in the WVM has begun, as Fitch expected,
with increased supply in the market in 2013. Fitch expects loss
rates to increase in 2013, albeit only marginally from current
levels, with no material impact on asset performance.


* Fitch Says U.S. CREL CDO Delinquencies Remain in Holding Pattern
------------------------------------------------------------------
U.S. CREL CDO late-pays remained flat in the month of April at
13.2%, according to the latest index results from Fitch Ratings.
Only one new delinquency was reported in the month. This newly
matured balloon B-note is secured by a full service hotel located
in Los Cabos, Mexico. Further, two assets included in last month's
Index are no longer considered delinquent. These assets include a
mezzanine loan backed by a hotel portfolio disposed of at a nearly
full loss, and a rated security that is no longer considered
credit impaired.

Asset managers have steadily reduced the overall balance of
delinquent assets through resolutions over the past year, which
has helped keep CREL CDO delinquencies largely flat.

In April, asset managers reported approximately $70 million in
realized principal losses from the disposal of three assets. The
majority of the reported loss was related to the above mentioned
mezzanine loan interest disposal.


* Fitch: US Bank TruPS CDOs Combined Default & Deferrals Stable
---------------------------------------------------------------
According to latest index results from Fitch Ratings, combined
defaults and deferrals for U.S. bank TruPS CDOs has remained
stable at 28.2% at the end of April.

One new bank, totaling $5 million of collateral in one CDO,
defaulted during the month, while another bank, representing $10
million of collateral in one CDO, began deferring interest on its
TruPS. The decrease in cumulative default rate was attributed to
the removal of a defaulted issuer from the portfolio in one CDO.
There were no new cures in April. The decrease of $37.5 million in
the dollar notional of cures is due to the redemption of cured
collateral by three issuers in five CDOs.

Across 79 TruPS CDOs, 218 bank issuers have defaulted since the
index's inception in 2007, representing approximately $6.4
billion. Additionally, 312 issuers are currently deferring
interest payments on $4.2 billion of collateral, and 111 issuers
representing $2.4 billion of collateral deferred in the past but
are currently cured.


* Fitch Says Lack of Stringent CMBS Underwriting Can Affect REITs
-----------------------------------------------------------------
Changes in the availability, pricing, and underwriting stringency
of CMBS financing could affect REITs directly and indirectly
according to Fitch Ratings.

In the near term, the CMBS financing market's acceptance of pro
forma assumptions may be indicative of increased risk appetites,
improving the already strong liquidity of REITs and driving
additional cap rate compression in secondary asset classes/markets
that are more dependent upon CMBS. Over the longer term, continued
usage of pro forma assumptions will ultimately increase the
uncertainty and volatility of CMBS performance and therefore the
requisite spread to compensate for the risk.

In addition, a boom-or-bust cycle for CMBS loan performance would
negatively affect REITs that regularly access the CMBS market,
seek to sell to entities that finance the transactions with CMBS,
and/or increase the volatility of and perception of risk for
commercial real estate.

"Recently, we stated that a recent CMBS transaction backed by a
single loan on the Seagram Building (CGCMT 2013-375P) contains
significant pro forma income that makes the credit enhancement
insufficient at 'AAA'. In this transaction, the issuer's net
operating income (NOI) of $74 million and 96.4% occupancy relies
on significant leasing achievements to improve from NOI of $54
million and 94.4% occupancy," Fitch says.

"A major reason for highly rated bonds in CMBS 1.0 being
downgraded is pro forma income, underwritten when the loans were
made in 2005 through 2008 not being fulfilled. Often, the
downgrades are by one or two categories, not just single notches.
For that reason, we have been vocal in our resolution not to
include pro forma income in analyzing loans in CMBS 2.0.

"We note that the Seagram building property is not owned nor is
the debt originated by any of Fitch's rated REIT issuers and there
is no impact to our coverage universe."


* Moody's Reviews Ratings on $11.5 Billion of RMBS Issues
---------------------------------------------------------
Moody's Investors Service has placed the ratings of 228 tranches
from 94 transactions issued by several issuers on review with the
direction uncertain. In addition to these tranches, 6 tranches
from 3 related transactions remain on review for downgrade.

Ratings Rationale:

The review actions reflect errors in the Structured Finance
Workstation (SFW) cash flow models previously used by Moody's in
rating these transactions, specifically in how the model handles
principal and interest allocation for these transactions. The cash
flow models used in the past rating actions had incorrectly used
separate interest and principal waterfalls, or incorrectly used
commingled waterfalls.

In the majority of the impacted deals, all collected principal and
interest is commingled into one payment waterfall to pay all
promised interest due on bonds first, then to pay scheduled
principal. With commingling of funds, even principal proceeds will
be used to pay accrued interest, which could result in reduced
principal recovery for bonds outstanding.

In Ameriquest Mortgage Securities Inc., Series 2005-R10 and Opteum
Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, the model should not have commingled
collected principal and interest into one waterfall, but should
instead have maintained separate principal and interest waterfalls
until after independent principal and interest payments were made.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, "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.

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 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 8.1% in April of 2012 to 7.5% in April of 2013.
Moody's forecasts an 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.

Non-prime ratings covered by this action:

Impac CMB Trust Series 2003-11, Cl. 1-M-2 Ba3

Impac CMB Trust Series 2003-11, Cl. 1-M-3 B2

RALI Series 2003-QA1 Trust, Cl. M-1 Ba3

RALI Series 2003-QA1 Trust, Cl. M-2 Caa3

Impac CMB Trust Series 2004-5 Collateralized Asset-Backed Bonds,
Series 2004-5, Cl. 1-M-1, Ba2

Impac CMB Trust Series 2004-5 Collateralized Asset-Backed Bonds,
Series 2004-5, Cl. 1-M-2, B1

Impac CMB Trust Series 2004-5 Collateralized Asset-Backed Bonds,
Series 2004-5, Cl. 1-M-3, B2

Impac CMB Trust Series 2004-5 Collateralized Asset-Backed Bonds,
Series 2004-5, Cl. 1-M-4, Caa1

Impac CMB Trust Series 2004-5 Collateralized Asset-Backed Bonds,
Series 2004-5, Cl. 1-M-5, Caa3

Impac CMB Trust Series 2004-6 Collateralized Asset-Backed Bonds,
Series 2004-6, Cl. 1-A-1, Ba1

Impac CMB Trust Series 2004-6 Collateralized Asset-Backed Bonds,
Series 2004-6, Cl. 1-A-3, Ba3

Impac CMB Trust Series 2004-6 Collateralized Asset-Backed Bonds,
Series 2004-6, Cl. M-1, B1

Impac CMB Trust Series 2004-6 Collateralized Asset-Backed Bonds,
Series 2004-6, Cl. M-2, B3

Impac CMB Trust Series 2004-6 Collateralized Asset-Backed Bonds,
Series 2004-6, Cl. M-3, Caa2

American Home Mortgage Investment Trust 2004-2, Cl. II-A, Ba3

American Home Mortgage Investment Trust 2004-2, Cl. III-A, B1

American Home Mortgage Investment Trust 2004-2, Cl. V-A, Ba1

Impac CMB Trust Series 2004-7 Collateralized Asset-Backed Bonds,
Series 2004-7, Cl. M-1, B1

Impac CMB Trust Series 2004-7 Collateralized Asset-Backed Bonds,
Series 2004-7, Cl. 2-A, Ba2

Impac CMB Trust Series 2004-7 Collateralized Asset-Backed Bonds,
Series 2004-7, Cl. M-2, B2

Impac CMB Trust Series 2004-7 Collateralized Asset-Backed Bonds,
Series 2004-7, Cl. M-3, Caa3

Impac CMB Trust Series 2004-7 Collateralized Asset-Backed Bonds,
Series 2004-7, Cl. 1-A-2, Ba1

MASTR Adjustable Rate Mortgages Trust 2004-7, Cl. 6-M-2, Caa2

HomeBanc Mortgage Trust 2004-1, Cl. I-A, B3

HomeBanc Mortgage Trust 2004-1, Cl. II-A, B1

Impac CMB Trust Series 2004-9 Collateralized Asset-Backed Bonds,
Series 2004-9, Cl. 1-A-1, Ba2

Impac CMB Trust Series 2004-9 Collateralized Asset-Backed Bonds,
Series 2004-9, Cl. 1-A-2, Caa3

Impac CMB Trust Series 2004-9 Collateralized Asset-Backed Bonds,
Series 2004-9, Cl. 2-A, Caa1

HomeBanc Mortgage Trust 2004-2, Cl. A-1, Ba3

HomeBanc Mortgage Trust 2004-2, Cl. A-2, Caa1

Impac CMB Trust Series 2004-10, Cl. 1-A-1, B2

Impac CMB Trust Series 2004-10, Cl. 1-A-2, Caa3

Impac CMB Trust Series 2004-10, Cl. 2-A, Caa2

Impac CMB Trust Series 2004-10, Cl. 3-A-1, Ba1

Impac CMB Trust Series 2004-10, Cl. 3-A-2, B1

Impac CMB Trust Series 2004-10, Cl. 3-M-1, Caa2

Impac CMB Trust Series 2004-11 Collateralized Asset-Backed Bonds,
Series 2004-11, Cl. 1-A-1, Caa3

Impac CMB Trust Series 2004-11 Collateralized Asset-Backed Bonds,
Series 2004-11, Cl. 1-A-2, Caa3

Impac CMB Trust Series 2004-11 Collateralized Asset-Backed Bonds,
Series 2004-11, Cl. 2-A-1, Caa2

Impac CMB Trust Series 2005-1 Collateralized Asset-Backed Bonds,
Series 2005-1, Cl. 1-A-2, B2

Impac CMB Trust Series 2005-1 Collateralized Asset-Backed Bonds,
Series 2005-1, Cl. 2-A-2, B3

RALI Series 2005-QA1 Trust, Cl. A-2, Ba2
RALI Series 2005-QA1 Trust, Cl. M-1, Caa2

Impac CMB Trust Series 2005-3 Collateralized Asset-Backed Bonds,
Series 2005-3, Cl. A-1, Caa1

Impac CMB Trust Series 2005-3 Collateralized Asset-Backed Bonds,
Series 2005-3, Cl. A-3, Caa2

American Home Mortgage Investment Trust 2005-3, Cl. I-A-1, B1

American Home Mortgage Investment Trust 2005-3, Cl. I-A-2, Caa1

American Home Mortgage Investment Trust 2005-3, Cl. III-A-1, B3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2005-IM,
Cl. A-1, Caa3

MortgageIT Trust 2005-5, Mortgage-Backed Notes, Series 2005-5, Cl.
A-1, B1

MortgageIT Trust 2005-5, Mortgage-Backed Notes, Series 2005-5, Cl.
A-2, Caa3

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. I-APT, Caa1

American Home Mortgage Investment Trust 2006-1, Cl. I-1A-1, Caa2

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. I-A1C, B2

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. I-A1D, Caa2

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. II-A1B, B3

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. II-A1C, Caa2

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. II-A1D1, Caa3

Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through
Certificates 2005-5, Cl. II-AN, B2

CHL Mortgage Pass-Through Trust 2006-3, Cl. 1-A-1, Caa3

CHL Mortgage Pass-Through Trust 2006-3, Cl. 2-A-1, Caa2

CHL Mortgage Pass-Through Trust 2006-3, Cl. 3-A-1, Caa3

MASTR Adjustable Rate Mortgages Trust 2006-OA1, Cl. 1-A-1, Caa2

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA3,
Cl. 1-A-1, Caa3

American Home Mortgage Investment Trust 2006-1, Cl. I-2A-1, Caa2

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA3,
Cl. 2-A-1, Caa3

MASTR Adjustable Rate Mortgages Trust 2006-OA1, Cl. 3-A-1, Caa2

MASTR Adjustable Rate Mortgages Trust 2006-OA1, Cl. 4-A-1, Caa1

RALI Series 2006-QO4 Trust, Cl. II-A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA7,
Cl. 1-A-2, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA7,
Cl. 2-A-1, Caa3

RALI Series 2006-QO5 Trust, Cl. I-A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA8,
Cl. 1-A-1, Caa3

RALI Series 2006-QO5 Trust, Cl. II-A-1, Caa3

RALI Series 2006-QO5 Trust, Cl. III-A-2, Caa3

American Home Mortgage Investment Trust 2006-2, Cl. II-A-1B, Caa2

American Home Mortgage Investment Trust 2006-2, Cl. II-A-1C, Caa2

American Home Mortgage Investment Trust 2006-2, Cl. III-A-1, Caa3

American Home Mortgage Investment Trust 2006-2, Cl. III-A-2, Caa3

American Home Mortgage Investment Trust 2006-2, Cl. III-A-3, Caa3

American Home Mortgage Investment Trust 2006-2, Cl. III-A-4, Caa3

American Home Mortgage Investment Trust 2006-2, Cl. III-A-5, Caa3

GSR Mortgage Loan Trust 2006-OA1, Cl. 2-A-1, Ba1

American Home Mortgage Assets Trust 2006-4, Cl. II-A-1, Caa1

American Home Mortgage Assets Trust 2006-5, Cl. A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-OA14,
Cl. 2-A-1, Caa3

American Home Mortgage Investment Tr 2006-3, Cl. I-1A-1, Caa2

RALI Series 2006-QO8 Trust, Cl. I-A2A, Caa3

RALI Series 2006-QO9 Trust, Cl. I-A2A, Caa3

Banc of America Funding 2006-I Trust, Cl. 6-A-1, Caa2

RALI Series 2006-QO10 Trust, Cl. A-1, Caa3

American Home Mortgage Investment Tr 2006-3, Cl. I-2A-1, Caa2

American Home Mortgage Investment Tr 2006-3, Cl. III-A-1, Caa3

American Home Mortgage Assets Trust 2007-1, Cl. A-1, Caa3

RALI Series 2007-QO1 Trust, Cl. A-1, Caa3

MASTR Adjustable Rate Mortgages Trust 2007-1, Cl. I-2A1, Caa1

MASTR Adjustable Rate Mortgages Trust 2007-1, Cl. I-2A3, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2007-OA3,
Cl. 1-A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2007-OA3,
Cl. 2-A-1, Caa3

American Home Mortgage Investment Trust 2007-2, Cl. I-1A-1, Caa2

RALI Series 2007-QH3 Trust, Cl. A-1, Caa3

Banc of America Funding 2007-B Trust, Cl. A-1, Caa3

RALI Series 2007-QO3 Trust, Cl. A-1, Caa3

RALI Series 2007-QH4 Trust, Cl. A-1, Caa3

American Home Mortgage Investment Trust 2007-2, Cl. I-2A-1, Caa3

American Home Mortgage Investment Trust 2007-2, Cl. I-3A-1, Caa3

RALI Series 2007-QH5 Trust, Cl. A-I-1, Caa3

RALI Series 2007-QO4 Trust, Cl. A-1, Caa3

Banc of America Funding 2007-D Trust, Cl. 1-A-1, Caa2

RALI Series 2007-QO4 Trust, Cl. A-1-a, Caa3

Banc of America Funding 2007-D Trust, Cl. 1-A-4, Caa2

RALI Series 2007-QH6 Trust, Cl. A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2007-OA8,
Cl. 1-A-1, Caa3

CWALT, Inc. Mortgage Pass-Through Certificates, Series 2007-OA8,
Cl. 2-A-1, Caa3

GSR Mortgage Loan Trust 2007-OA1, Cl. 2A-3A, Caa3

Bear Stearns Asset-Backed Securities Trust 2003-AC3, Cl. A-1, Ba2

Bear Stearns Asset-Backed Securities Trust 2003-AC3, Cl. M-1, B2

Bear Stearns Asset-Backed Securities Trust 2003-AC3, Cl. M-2, Caa3

Bear Stearns Asset-Backed Securities Trust 2003-AC3, Cl. M-3, Caa3

ABFS Mortgage Loan Trust 2000-1, Cl. A-1, Caa3

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2000-C, Cl. AV, B2

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2000-C, Cl. AF-5, Caa3

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2000-C, Cl. AF-6, B3

ABFS Mortgage Loan Trust 2000-4, Cl. A, Caa3

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD 2001-A
AV, Caa1

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD 2001-A,
AF-5, Caa3

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD 2001-A,
AF-6, B3

ABFS Mortgage Loan Trust 2001-1, Cl. A-1, Caa2
RASC Series 2001-KS2 Home Equity Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-KS2, Cl. A-II, Ba1

RASC Series 2001-KS2 Home Equity Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-KS2, Cl. A-I-5, Caa2

RASC Series 2001-KS2 Home Equity Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-KS2, Cl. A-I-6, Caa1

RASC Series 2001-KS2 Home Equity Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-KS2, Cl. M-II-1, Caa3

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2001-B, Cl. MF-1, Caa3

Conseco Finance Home Equity Loan Trust 2001-D, Cl. M-2, Caa1

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-C,
Cl. M-2, Caa2

ABFS Mortgage Loan Trust 2001-4, Mortgage-Backed Notes, Series
2001-4, Cl. A, Caa2

Aames Mortgage Trust 2002-1, Cl. A-3, B3

Aames Mortgage Trust 2002-1, Cl. A-4, Ba3

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2002-A,
Cl. M-1, Caa2

Conseco Finance Home Equity Loan Trust 2002-B, Cl. M-2, Ba3

Conseco Finance Home Equity Loan Trust 2002-B, Cl. B-1, Caa3

Conseco Finance Home Equity Loan Trust 2002-C, Cl. BF-2, Ba2

Conseco Finance Home Equity Loan Trust 2002-C, Cl. BV-1, B2

Conseco Finance Home Equity Loan Trust 2002-C, Cl. BV-2, B3

Accredited Mortgage Loan Trust 2002-1, Cl. A-1, Ba1

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2002-B, Cl. M-1, Ba3

Accredited Mortgage Loan Trust 2002-2, Cl. A-1, Caa1

Accredited Mortgage Loan Trust 2002-2, Cl. A-2, Ba3

RASC Series 2002-KS8 Trust, A-5, Caa3

RASC Series 2002-KS8 Trust, A-6, Caa2

RASC Series 2003-KS2 Trust, Cl. M-I-1, Caa3

RASC Series 2003-KS2 Trust, Cl. A-I-5, B1

RASC Series 2003-KS2 Trust, Cl. A-I-6, Ba3

Accredited Mortgage Loan Trust 2003-1, Cl. A-1, Caa1

RAMP Series 2003-RZ4 Trust, Cl. M-1, B2

Accredited Mortgage Loan Trust 2003-2, Asset-Backed Notes, Series
2003-2, Cl. A-1, B3

Accredited Mortgage Loan Trust 2003-2, Asset-Backed Notes, Series
2003-2, Cl. A-2, Ba3

Accredited Mortgage Loan Trust 2003-3, Asset-Backed Notes, Series
2003-3, Cl. A-1, B3

Accredited Mortgage Loan Trust 2003-3, Asset-Backed Notes, Series
2003-3, Cl. A-2, Caa2
Accredited Mortgage Loan Trust 2004-1, Asset-Backed Notes, Series
2004-1, Cl. A-1, B2

Accredited Mortgage Loan Trust 2004-1, Asset-Backed Notes, Series
2004-1, Cl. A-2, B3

Accredited Mortgage Loan Trust 2004-2, Asset-Backed Notes, Series
2004-2, Cl. A-1, Caa2

Accredited Mortgage Loan Trust 2004-2, Asset-Backed Notes, Series
2004-2, Cl. A-2, Caa2

RAMP Series 2003-RZ1 Trust, Cl. A-I-5, B2

RAMP Series 2003-RZ1 Trust, Cl. A-I-6, B3

RAMP Series 2003-RZ1 Trust, Cl. A-I-7, B2

RAMP Series 2003-RZ1 Trust, Cl. A-II, B2

RASC Series 2004-KS11 Trust, Cl. M-1, Caa3

Ameriquest Mortgage Securities Inc., Series 2005-R10, Cl. M-1, Ba1

Ameriquest Mortgage Securities Inc., Series 2005-R10, Cl. M-2,
Caa1

Home Loan Mortgage Loan Trust 2005-1, Cl. A-3, Caa2

RASC Series 2005-EMX5 Trust Cl. A-2, Caa3

Nationstar Home Equity Loan Trust 2006-B, Cl. AV-3, B3

Nationstar Home Equity Loan Trust 2006-B, Cl. AV-4, Caa3

Home Loan Mortgage Loan Trust 2006-1, Cl. A-2, B2

Nationstar Home Equity Loan Trust 2007-A, Cl. AV-3, Caa2

Nationstar Home Equity Loan Trust 2007-B, Cl. 1-AV-1, Caa3

Nationstar Home Equity Loan Trust 2007-B, Cl. 2-AV-2, Caa2

Nationstar Home Equity Loan Asset-Backed Certificates, Series
2007-C, Cl. 1-AV-1, Caa3

Nationstar Home Equity Loan Asset-Backed Certificates, Series
2007-C, Cl. 2-AV-2, Caa2

Home Equity Loan Asset-Backed Certificates, Series 2007-FRE1, Cl.
1-AV-1, Caa2

Home Equity Loan Asset-Backed Certificates, Series 2007-FRE1, Cl.
2-AV-1, Caa1


* Moody's Takes Action on $112MM of 24 Alt-A RMBS Tranches
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven tranches
and downgraded the ratings of 17 tranches from 6 transactions from
miscellaneous issuers, backed by Alt-A loans.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2004-12

Cl. 4-A-1, Downgraded to Ba3 (sf); previously on Jun 21, 2012
Upgraded to Ba1 (sf)

Issuer: Banc of America Funding 2004-C Trust

Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Jun 21, 2012
Downgraded to Baa1 (sf)

Cl. 3-A-1, Downgraded to Caa1 (sf); previously on Jun 21, 2012
Downgraded to B3 (sf)

Cl. 4-A-3B, Upgraded to Baa3 (sf); previously on Jun 21, 2012
Upgraded to Ba1 (sf)

Issuer: Charlie Mac Trust 2004-1

Cl. A-3, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. A-6, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. A-7, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. A-8, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. A-9, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Cl. PO, Downgraded to Baa1 (sf); previously on Jun 15, 2012
Downgraded to Aa3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-16CB

Cl. 2-A-2, Upgraded to A2 (sf); previously on Jun 25, 2012
Upgraded to Baa1 (sf)

Cl. 2-A-3, Upgraded to Baa1 (sf); previously on Jun 25, 2012
Upgraded to Ba1 (sf)

Cl. 4-A-1, Upgraded to A2 (sf); previously on Mar 28, 2011
Downgraded to Baa3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2004-J7

Cl. 1-A-4, Upgraded to Baa3 (sf); previously on Mar 22, 2011
Downgraded to Ba3 (sf)

Cl. 1-A-5, Upgraded to Baa2 (sf); previously on Jun 25, 2012
Upgraded to Baa3 (sf)

Cl. 2-A-1, Upgraded to Baa3 (sf); previously on Mar 22, 2011
Downgraded to Ba2 (sf)

Issuer: RFSC Series 2001-RM2 Trust

Cl. A-I, Downgraded to A2 (sf); previously on Jun 15, 2012
Downgraded to Aa1 (sf)

Cl. AP-I, Downgraded to A2 (sf); previously on Jun 15, 2012
Downgraded to Aa1 (sf)

Cl. A-II, Downgraded to Ba1 (sf); previously on Jun 15, 2012
Downgraded to Baa1 (sf)

Cl. M-I-1, Downgraded to Ba3 (sf); previously on Jun 15, 2012
Downgraded to Baa3 (sf)

Cl. M-I-2, Downgraded to Caa2 (sf); previously on Jun 15, 2012
Downgraded to B3 (sf)

Cl. M-II-1, Downgraded to B1 (sf); previously on Jun 15, 2012
Downgraded to Ba2 (sf)

Cl. M-II-2, Downgraded to Caa1 (sf); previously on Jun 15, 2012
Downgraded to B3 (sf)

Ratings Rationale:

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools.

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 the end of 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 2004, 5% for 2003
and 3% for 2002 and prior. 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 2004 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 0.50 to 2.0 for
current delinquencies that range from less than 2.5% to greater
than 30% 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
8.1% in April 2012 to 7.5% in April 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.


* Moody's Raises Rating on Santa Monica's Earthquake TABs to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded to Baa1 from Ba1 the rating to
the Successor Agency of the Redevelopment Agency of the City of
Santa Monica's (CA) 2006 Tax Allocation Bonds, Series A and Series
B. The bonds are secured by a pledge of tax increment revenues
from the agency's Earthquake Redevelopment Project Area.

Ratings Rationale:

The upgrade to Baa1 rating reflects the project area's strong
credit factors that surpass the thresholds outlined in Moody's
February special comment, with one small credit deficiency. The
size of the project area is greater than 1,000 acres at 1,851
acres and the project area's total assessed value (AV) is slightly
less than half of the city's total AV. The wealth indicators for
the city are strong and strengthen the credit quality of the
project area. While the largest taxpayers are moderately
concentrated, the strong incremental tax coverage ratios mitigate
this weakness should there be an unexpected loss of any of the
largest taxpayers. The tax increment AV is sufficiently large at
65.4%, though less than the 80% ratio coverage recommended.

Moody's believes this deficiency is mitigated by the strong growth
in incremental AV at 5.8% in fiscal 2013. The strength of the
pledge is reflected in the Department of Finance's (DOF) approval
of all bond and bank loan debt service payments as enforceable
obligations. Review of the debt service in future ROPS will be
limited to confirming the schedule payments required by the
obligation. Importantly, however, is the state legislature's
willingness to modify the cash flows available for bond debt
service as a considerable source of uncertainty and a major factor
for not placing the rating in the A category.

Strengths

- Strong debt service coverage in both payment periods

- Assessed value expected to be stable

Challenges

- Moderately high taxpayer concentration

- Somewhat low incremental assessed value to total assessed value

The Earthquake project area represents a significant component of
the City of Santa Monica's economic activity and benefits from the
favorable economic conditions existing within the city. The
project area was created in response to the Northridge earthquake
of January 1994.

What could move the rating-UP

- Significant and sustained increase in assessed valuation

- Increased debt service coverage

What could move the rating-DOWN

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

- Sizable ongoing population decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


* S&P Withdraws Ratings on 50 Classes from 24 CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 50
classes of notes from 19 collateralized loan obligation (CLO)
transactions, two collateralized debt obligation (CDO)
transactions backed by mezzanine structured finance assets), one
CDO transaction backed by commercial mortgage backed securities
(CMBS), one CDO transaction predominantly backed by tranches from
other CDOs of corporate securities (CDO of corporate CDOs) and one
collateralized fund obligation (CFO) backed primarily by interests
in private equity funds.

The withdrawals follow the complete pay-down of the notes on their
most recent payment dates.

Standard & Poor's notes that following transactions redeemed their
classes in full after providing notice to S&P that the equity
noteholders directed optional redemptions:

  -- Atrium II

   -- Centurion CDO VII Limited

In addition, S&P withdrew its ratings on the class C and D notes
from ACAS Business Loan Trust 2007-2 following a notice S&P
received from the trustee stating that the notes had been
cancelled.

          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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

ACA ABS 2004-1 Limited
                            Rating
Class               To                  From
A-1                 NR                  A+ (sf)

ACAS Business Loan Trust 2007-2
                            Rating
Class               To                  From
C                   NR                  CCC- (sf)
D                   NR                  CC (sf)

Atrium II
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2a                NR                  AA+ (sf)
A-2b                NR                  AA+ (sf)
B                   NR                  A+ (sf)
C-1                 NR                  BB-(sf)
C-2                 NR                  BB- (sf)

CapitalSource Comm Ln Trust 2006-2
                            Rating
Class               To                  From
D                   NR                  BB+ (sf)

Centurion CDO VII Limited
                            Rating
Class               To                  From
A-1a                NR                  AAA (sf)
A-1b                NR                  AAA (sf)
A-2                 NR                  AAA (sf)
B-1 Defer           NR                  A (sf)
B-2 Defer           NR                  A (sf)
C-1 Defer           NR                  BBB- (sf)
C-2 Defer           NR                  BBB- (sf)
D-1 Defer           NR                  B+ (sf)
D-2 Defer           NR                  B+ (sf)

FriedbergMilstein Private Capital Fund I
                            Rating
Class               To                  From
B-1                 NR                  AAA (sf)
B-2                 NR                  AAA (sf)
C-1                 NR                  AAA (sf)
C-2                 NR                  AAA (sf)
D-1                 NR                  A+ (sf)
D-2                 NR                  A+ (sf)

Galaxy IV CLO, Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
A-1VB               NR                  AAA (sf)

GSC Partners Gemini Fund Limited
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
B                   NR                  AAA (sf)

G-Star 2002-1 Ltd.
                            Rating
Class               To                  From
BFL                 NR                  CCC+ (sf)
BFX                 NR                  CCC+ (sf)
C                   NR                  CC (sf)

Integral Funding Ltd.
                            Rating
Class               To                  From
D                   NR                  CCC+ (sf)

Landmark III CDO Ltd.
                            Rating
Class               To                  From
A-2L                NR                  AAA (sf)



Market Square CLO Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)

MCG Commercial Loan Trust 2006-1
                            Rating
Class               To                  From
B                   NR                  AA (sf)

Monument Park CDO Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Navigator CDO 2005 Ltd.
                            Rating
Class               To                  From
A-1A                NR                  AAA (sf)
A-1B                NR                  AAA (sf)

OWS CLO I Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Pacific Coast CDO Ltd.
                            Rating
Class               To                  From
A                   NR                  CCC+ (sf)

Premium Loan Trust I Ltd.
                            Rating
Class               To                  From
B                   NR                  A (sf)

Sound Point CLO I Ltd.
                    To                  From
Class
X                   NR                  AAA (sf)

Stone Tower CDO Ltd.
                            Rating
Class               To                  From
A-1LB               NR                  A+ (sf)

SVG Diamond Private Equity PLC
                            Rating
Class               To                  From
A-1                 NR                  AA (sf)
A-2                 NR                  AA (sf)

Venture II CDO 2002, Limited
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)


Venture III CDO Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

Whitney CLO I Ltd.
                            Rating
Class               To                  From
A-1LA               NR                  AAA (sf)

NR--Not rated.


* S&P Lowers 7 Ratings on 2 US CMBS Transactions to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from two
U.S. commercial mortgage-backed securities (CMBS) transactions to
'D (sf)' due to current and potential interest shortfalls.

The downgrades reflect current and potential interest shortfalls.
S&P lowered these ratings because it expects the accumulated
interest shortfalls to remain outstanding for the foreseeable
future.  The seven classes that S&P downgraded to 'D (sf)' have
had accumulated interest shortfalls outstanding between two and 11
months.  The recurring interest shortfalls for the respective
certificates are primarily because of one or more of the following
factors:

   -- Appraisal subordinate entitlement reduction (ASER) amounts
      in effect for specially serviced assets.

   -- The lack of servicer advancing for loans for which the
      servicer has made nonrecoverable advance declarations.

   -- Special servicing fees.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals.  S&P
also considered servicer nonrecoverable advance declarations and
special servicing fees that are likely, in its view, to cause
recurring interest shortfalls.

The servicer implements ARAs and resulting ASER amounts in
accordance with each respective transaction's terms.  Typically,
these terms call for the automatic implementation of an ARA equal
to 25% of the stated principal balance of a loan when a loan is 60
days past due and an appraisal or other valuation is not available
within a specified timeframe.  S&P primarily considered ASER
amounts based on ARAs calculated from Member of the Appraisal
Institute (MAI) appraisals when deciding which classes from the
affected transactions to downgrade to 'D (sf)'.  This is because
ARAs based on a principal balance haircut are highly subject to
change, or even reversal, once the special servicer obtains the
MAI appraisals.

Servicer nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt service advancing, the recovery of
previously made advances deemed nonrecoverable, or the failure to
advance trust expenses when nonrecoverable declarations have been
determined.  Trust expenses may include, but are not limited to,
property operating expenses, property taxes, insurance payments,
and legal expenses.

S&P details the seven downgraded classes from the two U.S. CMBS
transactions below.

      Wachovia Bank Commercial Mortgage Trust Series 2007-C34

S&P lowered its ratings on Classes H, J, K, L, and M from Wachovia
Bank Commercial Mortgage Trust's Series 2007-C34 to 'D (sf)' to
reflect accumulated interest shortfalls outstanding between two
and 10 months and its expectation that these shortfalls will
remain outstanding in the near term.  According to the April 17,
2013, trustee remittance report, the monthly interest shortfalls
totaled $255,284 and were primarily due to:

   -- ASER amounts of $366,958 related to 10 ($210.3 million,
      16.0%) of the 13 assets ($216.4 million, 16.5%) that are
      currently with the special servicer, CWCapital Asset
      Management LLC.

   -- Special servicing fees of $45,617.

   -- Interest reduction due to nonrecoverability determinations
      of $16,656 for the specially serviced GSA - Meeker Co asset
      ($2.8 million, 0.2%).

   -- Workout fees of $5,731.

The current reported interest shortfalls were offset by ASER
recoveries of $181,524 on three specially serviced assets
($6.1 million, 0.5%) this month.  The net interest shortfalls have
affected all classes subordinate to and including Class J.

              LB-UBS Commercial Mortgage Trust 2006-C3

S&P lowered its ratings on Classes H and J to 'D (sf)' from LB-UBS
Commercial Mortgage Trust 2006-C3 to reflect accumulated interest
shortfalls outstanding for 11 months and S&P's expectation that
these accumulated interest shortfalls will remain outstanding for
the foreseeable future.  According to the April 17, 2013, trustee
remittance report, the trust experienced monthly interest
shortfalls totaling $553,781, primarily due to:

   -- ASER amounts of $203,972 related to five ($79.5 million,
      6.0%) of the 10 specially serviced assets ($177.9 million,
      13.4%) with ARA balances totaling $45.3 million.

   -- Special servicing fees of $37,111.

   -- A workout fee of $769.

   -- Shortfalls due to interest rate modification of $5,691.

The interest shortfalls were offset by a one-time ASER recovery of
$1.4 million for the specially serviced Eastpoint Mall asset
($89.5 million, 6.7%) this month.  The current reported interest
shortfalls have affected all classes subordinate to and including
Class J.

          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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2007-C34
                                                   Reported
         Rating                    Credit    Interest shortfalls
Class  To          From      enhancement(%) Current Accumulated($)

H       D (sf)     CCC- (sf)          5.54  (55,475)     37,675
J       D (sf)     CCC- (sf)          4.13   96,184     340,998
K       D (sf)     CCC- (sf)          3.00   76,950     526,763
L       D (sf)     CCC- (sf)          2.16   44,926     314,479
M       D (sf)     CCC- (sf)          1.74   22,465     192,072

LB-UBS Commercial Mortgage Trust 2006-C3
Commercial mortgage pass-through certificates
                                                    Reported
         Rating               Credit         Interest shortfalls
Class  To        From      enhancement(%)  Current Accumulated ($)
H       D (sf)   CCC-(sf)     4.85         (215,382)    625,172
J       D (sf)   CCC-(sf)     3.26          107,160   1,157,879


* S&P Lowers 14 Ratings on 2 U.S. CMBS Transactions
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of commercial mortgage pass-through certificates from two
U.S. commercial mortgage-backed securities (CMBS) transactions due
to current and potential interest shortfalls.

S&P lowered its ratings on 10 of these classes to 'D (sf)' because
it expects the accumulated interest shortfalls to remain
outstanding for the foreseeable future.  The 10 classes that S&P
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding for seven to 12 months.  The recurring interest
shortfalls for the respective certificates are primarily because
of one or more of the following factors:

   -- Appraisal subordinate entitlement reduction (ASER) amounts
      in effect for specially serviced assets.

   -- The lack of servicer advancing for loans where the servicer
      has made nonrecoverable advance declarations.

   -- Special servicing fees.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals.  S&P
also considered servicer-nonrecoverable advance declarations and
special servicing fees that are likely, in its view, to cause
recurring interest shortfalls.

The servicer implements ARAs and resulting ASER amounts in
accordance with each respective transaction's terms.  Typically,
these terms call for the automatic implementation of an ARA equal
to 25% of the stated principal balance of a loan when a loan is 60
days past due and an appraisal or other valuation is not available
within a specified timeframe.  S&P primarily considered ASER
amounts based on ARAs calculated from MAI appraisals when deciding
which classes from the affected transactions to downgrade to 'D
(sf)'.  This is because ARAs based on a principal balance haircut
are highly subject to change, or even reversal, once the special
servicer obtains the MAI appraisals.

Servicer-nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt-service advancing, the recovery of
previously made advances being deemed nonrecoverable, or the
failure to advance trust expenses when nonrecoverable declarations
have been determined.  Trust expenses may include, but are not
limited to, property operating expenses, property taxes, insurance
payments, and legal expenses.

JPMorgan Chase Commercial Mortgage Securities Trust, series 2006-
LDP9

S&P lowered its ratings on the Class A-MS, A-JS, B-S, C-S, D, D-S,
E, and E-S certificates from JPMorgan Chase Commercial Mortgage
Securities Trust's Series 2006-LDP9.  S&P lowered its ratings to
'D (sf)' on Classes A-JS, B-S, C-S, D, D-S, E, and E-S to reflect
accumulated interest shortfalls outstanding between seven and 10
months.  S&P lowered its rating on Class A-MS to reflect
accumulated interest shortfalls outstanding for two months and the
potential for this class to experience interest shortfalls in the
future relating to the specially serviced assets.  According to
the May 15, 2013, trustee remittance report, the interest
shortfalls totaling approximately $2.57 million resulted
primarily from:

   -- ASER amounts ($917,784) related to 18 ($416.9 million, 9.8%)
      of the 22 assets ($814.6 million, 20.8%) that are currently
      with the special servicers, CW Capital Asset Management
      (CWCapital) and LNR Partners LLC (LNR) and two loans
      ($66.7 million, 1.6%) that were currently with the special
      servicer and have been returned to the trust.

   -- Shortfalls due to modified interest rate reductions
      ($1.35 million).

   -- Special servicing fees ($178,646).

   -- An interest reduction because of nonrecoverability
      determinations ($55,353) for the specially serviced Best
      Western O'Hare asset.

   -- Work-out fees ($3,419).

The current reported interest shortfalls have affected all classes
subordinate to and including Class A-J. As of the May 15, 2013,
trustee remittance report, ARAs totaling $352.7 million were in
effect for 20 assets.

        Wachovia Commercial Mortgage Trust, series 2003-C7

S&P lowered its rating on the Class G, H, J, K, L and M
certificates from Wachovia Commercial Mortgage Trust Series 2003-
C7.  S&P lowered its ratings on Classes K, L, and M to 'D (sf)' to
reflect accumulated interest shortfalls outstanding for 12 months.
S&P lowered its rating on Classes G, H, and J to reflect reduced
liquidity support available to these classes and the potential for
these classes to experience interest shortfalls in the future.
According to the May 15, 2013, trustee remittance report, the
interest shortfalls totaling $218,261 included a reimbursement of
advances to the servicer ($34,874) related to the Sheridan Office
Phases I & II loan, which was modified on March 28, 2012.
According to the May trustee remittance report, a balance of
$709,388 comprising previous servicer advances remains to be
recouped.  S&P expects that the master servicer--Wells Fargo Bank
N.A.--will recoup the remaining balance by year-end 2013.  The
remaining interest shortfalls are attributable to ASER amounts
($152,965) related to:

   -- Two ($67.7 million, 13.7%)loans  that are currently with the
      special servicer, Torchlight Investors LLC.

   -- Special servicing fees ($19,748).

   -- Shortfalls due to modified interest rate reductions ($9,900)
      and workout fees ($773).

The current reported interest shortfalls have affected all classes
subordinate to and including Class J.  As of the May  15, 2013,
trustee remittance report, ARAs totaling $33.8 million were in
effect for the specially serviced assets.

          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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Lowered

J.P. Morgan Chase Commercial Mortgage Securities Trust Commercial
mortgage pass-through certificates Series 2006-LDP9
                                           Reported
         Rating           Credit       Interest shortfalls
Class  To        From  enhancement(%)  Current  Accumulated
A-MS   B+(sf)     BB+(sf)        18.71      0           63,484
A-JS   D(sf)      CCC-(sf)        8.70     476,899   4,131,490
B-S    D(sf)     CCC-(sf)         6.41     109,818   1,207,995
C-S    D(sf)      CCC-(sf)        5.70      34,498     379,482
D      D(sf)      CCC-(sf)        4.12     231,852   1,118,105
D-S    D(sf)      CCC-(sf)        4.12      76,458     841,042
E      D(sf)      CCC-(sf)        2.84     191,402   1,561,269
E-S    D(sf)      CCC-(sf)        2.84      62,064     692,492

Wachovia Commercial Mortgage Trust Commercial mortgage pass-
through certificates series 2003-C7
                                           Reported
         Rating              Credit    Interest shortfalls
Class  To        From  enhancement(%)  Current  Accumulated
G      BBB(sf)   A-(sf)     13.06         0             0
H      B-(sf)    BBB(sf)     9.99         0             0
J      CCC-(sf)  B+(sf)      7.68    50,221       101,073
K      D(sf)     CCC+(sf)    6.39    28,065        37,686
L      D(sf)     CCC(sf)     5.11    28,065       340,552
M      D(sf)     CCC-(sf)    4.09    22,454       272,653



* S&P Lowers 308 Ratings on 169 U.S. RMBS Deals to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 308
classes of mortgage pass-through certificates from 169 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2009 to 'D(sf)'.

The downgrades reflect S&P's assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods.  Prior to the rating actions, S&P rated two of
the lowered classes 'B(sf)' and 'B-(sf)'.  S&P previously rated
all other lowered classes in this review at 'CCC(sf)' or 'CC(sf)'.

Approximately 74.03% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral.  The 308 defaulted classes consist of
the following:

   -- 127 classes from prime jumbo transactions (41.23% of all
      defaults);

   -- 101 classes from Alt-A transactions (32.79%);

   -- 54 from subprime transactions (17.53%);

   -- 17 from RMBS negative amortization transactions (5.52%);

   -- Three from reperforming transactions;

   -- Three from resecuritized real estate mortgage investment
      conduit (re-REMIC) transactions;

   -- Two from small balance commercial transactions; and

   -- One from an outside the guidelines transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, 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.

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

            http://standardandpoorsdisclosure-17g7.com


* S&P Affirms 8 Ratings from 74 US RMBS Transactions
----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 143
classes from 72 U.S. residential mortgage-backed securities (RMBS)
transactions.  S&P also affirmed its ratings on eight additional
classes from three transactions, one of which contained classes
that S&P upgraded, and removed them from CreditWatch with negative
implications.  All but six of these classes are insured by MBIA
Insurance Corp. (MBIA).  The remaining six classes are
resecuritized real estate mortgage investment conduit (re-REMIC)
classes that have their underlying classes insured by MBIA.

The rating actions follows the May 8, 2013, upgrade of S&P's
financial strength rating on MBIA to 'B' from 'CCC'.  The outlook
on the company is stable.

Based on S&P's criteria, the rating on a bond-insured class
reflects the higher of the rating on the respective bond insurer
or the rating on the class without the bond insurance benefit.

Six re-REMIC securities that are not bond-insured were also part
of this review because the underlying classes are MBIA bond-
insured and the insured payments are passed through to the re-
REMIC securities.  These classes do not benefit from additional
credit enhancement.

The underlying collateral for these transactions consists of
Alternative-A, prime jumbo, subprime, closed-end second-lien, re-
REMIC, and home equity line of credit securities.

Standard & Poor's will continue to monitor its ratings on all
MBIA-insured U.S. RMBS classes and take further rating actions as
we deem appropriate based on S&P's 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.

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

            http://standardandpoorsdisclosure-17g7.com


* S&P Puts 3 Ratings on 3 US CDO Transactions on Creditwatch Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
tranches from 3 U.S. cash flow trust preferred transactions on
CreditWatch with positive implications.

The affected tranches are from cash flow trust preferred
transactions backed by banks and financial institutions.  These
tranches had an original issuance amount of $5.22 billion.

The CreditWatch placement follows the continued pay-downs to the
notes that have increased coverage and credit enhancement levels.

S&P will resolve the CreditWatch placements after it completes a
comprehensive cash flow analysis and committee review for each of
the affected transactions.  S&P expects to resolve these
CreditWatch placements within 90 days.  S&P will continue to
monitor the CDO transactions we rate and take rating actions,
including CreditWatch placements, as it deems appropriate.

          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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS PLACED ON CREDITWATCH POSITIVE

ALESCO Preferred Funding V, Ltd.
                            Rating
Class               To                  From
Class A-1 Notes     B+ (sf)/Watch Pos   B+ (sf)

MMCapS Funding XVII, Ltd.
                            Rating
Class               To                  From
Class A-1 Notes     B+ (sf)/Watch Pos   B+ (sf)

U.S. Capital Funding II Ltd
                            Rating
Class               To                  From
Class A-1 Notes     B+ (sf)/Watch Pos   B+ (sf)


* S&P Puts 102 Ratings on 24 US CLO Transactions on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 102
tranches from 22 U.S. collateralized loan obligation (CLO)
transactions and two U.S. collateralized debt obligation (CDO) of
corporate CLO transactions on CreditWatch with positive
implications.

The affected tranches are from transactions backed by securities
issued by corporate obligors.  These tranches had an original
issuance amount of $53.38 billion.

These transactions that were placed on CreditWatch continue to
benefit from deleveraging.  All of the 24 transaction ratings
placed on CreditWatch have exited their reinvestment period and
have commenced the process of pay-down of the notes.

The benign credit conditions have also aided in the performance of
tranches backed by corporate obligations.  The trailing-12-month
U.S. corporate speculative-grade default rate was at 2.5% for
March 2013.  The expectation for the 12-month speculative-grade
default rate for March 2014 is 3.3%--substantially lower than the
long-term average of 4.5%

S&P will resolve CreditWatch placements after it completes a
comprehensive cash flow analysis and committee review for each of
the affected transactions.  S&P expects to resolve these
CreditWatch placements within 90 days.  S&P will continue to
monitor the CDO transactions we rate and take rating actions,
including CreditWatch placements, as it deems appropriate.

          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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS PLACED ON CREDITWATCH POSITIVE

AMMC CLO III, Limited
                            Rating
Class               To                  From
A Notes             AA+ (sf)/Watch Pos  AA+ (sf)
B Revolving Notes   A+ (sf)/Watch Pos   A+ (sf)
C Notes             BBB+ (sf)/Watch Pos BBB+ (sf)
D Notes             B+ (sf)/Watch Pos   B+ (sf)

AMMC CLO IV Limited
                            Rating
Class               To                  From
A-1 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
A-3 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
B Notes             AA- (sf)/Watch Pos  AA- (sf)
C Notes             A (sf)/Watch Pos    A (sf)
D Notes             B+ (sf)/Watch Pos   B+ (sf)

Apidos CDO III Ltd
                            Rating
Class               To                  From
A-1 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
A-2 Notes           AA- (sf)/Watch Pos  AA- (sf)
B Notes             BBB+ (sf)/Watch Pos BBB+ (sf)
C Notes             BB+ (sf)/Watch Pos  BB+ (sf)
D Notes             BB- (sf)/Watch Pos  BB- (sf)

Avalon Capital Ltd. 3
                            Rating
Class               To                  From
B Notes             AA+ (sf)/Watch Pos  AA+ (sf)
C Def Notes         A- (sf)/Watch Pos   A- (sf)
D Def Notes         BB+ (sf)/Watch Pos  BB+ (sf)

Avenue CLO II, Ltd.
                            Rating
Class              To                  From
A-2L               AA+ (sf)/Watch Pos  AA+ (sf)
A-3L               AA- (sf)/Watch Pos  AA- (sf)

Ballyrock CLO III, Ltd.
                            Rating
Class               To                  From
A-1 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
A-2 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
B Notes             AA+ (sf)/Watch Pos  AA+ (sf)
C Notes             BBB+ (sf)/Watch Pos BBB+ (sf)
D Notes             B+ (sf)/Watch Pos   B+ (sf)

Callidus Debt Partners CLO Fund IV, Ltd.
                            Rating
Class               To                  From
A-1A Notes          AA+ (sf)/Watch Pos  AA+ (sf)
A-1B Notes          AA+ (sf)/Watch Pos  AA+ (sf)
A-2 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
B Notes             A+ (sf)/Watch Pos   A+ (sf)
C Notes             BBB (sf)/Watch Pos  BBB (sf)
D Notes             BB (sf)/Watch Pos   BB (sf)

CoLTS 2007-1 Ltd
                            Rating
Class               To                  From
C Notes             AA+ (sf)/Watch Pos  AA+ (sf)
D Notes             A+ (sf)/Watch Pos   A+ (sf)
E Notes             BB (sf)/Watch Pos   BB (sf)


Connecticut Valley Structured Credit CDO II Ltd
                            Rating
Class               To                  From
A-2 Notes           BBB (sf)/Watch Pos  BBB (sf)

Connecticut Valley Structured Credit CDO III, Ltd.
                            Rating
Class               To                  From
A-1 Notes           BBB+ (sf)/Watch Pos BBB+ (sf)
A-2 Notes           BBB (sf)/Watch Pos  BBB (sf)
A-3A Notes          BB+ (sf)/Watch Pos  BB+ (sf)
A-3B Notes          BB+ (sf)/Watch Pos  BB+ (sf)
C-1 Notes           B (sf)/Watch Pos    B (sf)
C-2 Notes           B (sf)/Watch Pos    B (sf)

Denali Capital CLO VI, Ltd.
                            Rating
Class               To                  From
A-1L Notes          AA+ (sf)/Watch Pos  AA+ (sf)
A-1LR Notes         AA+ (sf)/Watch Pos  AA+ (sf)
A-2L Notes          A+ (sf)/Watch Pos   A+ (sf)
A-3L Notes          BBB+ (sf)/Watch Pos BBB+ (sf)
B-1L Notes          BBB- (sf)/Watch Pos BBB- (sf)
B-2L Notes          B+ (sf)/Watch Pos   B+ (sf)

Emporia Preferred Funding I Ltd
                            Rating
Class               To                  From
C Notes             AA (sf)/Watch Pos   AA (sf)
D Notes             BBB- (sf)/Watch Pos BBB- (sf)
E-1 Notes           BB (sf)/Watch Pos   BB (sf)
E-2 Notes           BB (sf)/Watch Pos   BB (sf)

Flagship CLO IV
                            Rating
Class               To                  From
A Funded N          AA (sf)/Watch Pos   AA (sf)
A Rev Note          AA (sf)/Watch Pos   AA (sf)
B                   A- (sf)/Watch Pos   A- (sf)
C                   BB+ (sf)/Watch Pos  BB+ (sf)
D                   B+ (sf)/Watch Pos   B+ (sf)

FM Leveraged Capital Fund I
                            Rating
Class               To                  From
C                   AA+ (sf)/Watch Pos  AA+ (sf)
D                   B+ (sf)/Watch Pos   B+ (sf)

Global Leveraged Capital Credit Opportunity Fund I
                            Rating
Class               To                  From
A Notes             AA+ (sf)/Watch Pos  AA+ (sf)
B Notes             A+ (sf)/Watch Pos   A+ (sf)
C Notes             BB+ (sf)/Watch Pos  BB+ (sf)
D Notes             B+ (sf)/Watch Pos   B+ (sf)
E-1 Notes           CCC- (sf)/Watch Pos CCC- (sf)
E-2 Notes           CCC- (sf)/Watch Pos CCC- (sf)

Golub Capital Funding CLO-8 Ltd
                            Rating
Class               To                  From
A-1 Senior Notes    AA+ (sf)/Watch Pos  AA+ (sf)
A-2 Senior Notes    AA- (sf)/Watch Pos  AA- (sf)
B Deferrab Notes    A- (sf)/Watch Pos   A- (sf)

Hewett's Island CLO III, Ltd.
                            Rating
Class               To                  From
A-2                 AA+ (sf)/Watch Pos  AA+ (sf)
B-1                 AA+ (sf)/Watch Pos  AA+ (sf)
B-2                 A+ (sf)/Watch Pos   A+ (sf)
C                   BB+ (sf)/Watch Pos  BB+ (sf)

Landmark IV CDO Ltd.
                            Rating
Class               To                  From
A-3L Notes          AA+ (sf)/Watch Pos  AA+ (sf)
B-1L Notes          A- (sf)/Watch Pos   A- (sf)
B-2L Notes          B+ (sf)/Watch Pos   B+ (sf)

LightPoint CLO VIII Ltd
                            Rating
Class               To                  From
A-1-B Notes         AA+ (sf)/Watch Pos  AA+ (sf)
B Notes             AA (sf)/Watch Pos   AA (sf)
C Notes             A (sf)/Watch Pos    A (sf)
D Notes             BBB- (sf)/Watch Pos BBB- (sf)
E Notes             BB (sf)/Watch Pos   BB (sf)

Moselle CLO S.A.
                            Rating
Class               To                  From
A3E                 A+ (sf)/Watch Pos   A+ (sf)
A3L                 A+ (sf)/Watch Pos   A+ (sf)
B1E                 BBB+ (sf)/Watch Pos BBB+ (sf)
B1L                 BBB+ (sf)/Watch Pos BBB+ (sf)

MSIM Peconic Bay Ltd
                            Rating
Class               To                  From
A-1-B Notes         AA (sf)/Watch Pos   AA (sf)
B Notes             A+ (sf)/Watch Pos   A+ (sf)
C Notes             BBB+ (sf)/Watch Pos BBB+ (sf)
D Notes             BB+ (sf)/Watch Pos  BB+ (sf)
E Notes             CCC+ (sf)/Watch Pos CCC+ (sf)

NACM CLO I
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2                 AA (sf)/Watch Pos   AA (sf)
B                   A (sf)/Watch Pos    A (sf)
C                   BBB (sf)/Watch Pos  BBB (sf)
D                   BB (sf)/Watch Pos   BB (sf)

Navigator CDO 2005 Ltd
                            Rating
Class               To                  From
B-1 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
B-2 Notes           AA+ (sf)/Watch Pos  AA+ (sf)
C-1 Notes           BBB+ (sf)/Watch Pos BBB+ (sf)
C-2 Notes           BBB+ (sf)/Watch Pos BBB+ (sf)

Sargas CLO I Ltd
                            Rating
Class               To                  From
A-1                 AA+ (sf)/Watch Pos  AA+ (sf)
A-2A                AA (sf)/Watch Pos   AA (sf)
A-2B                AA (sf)/Watch Pos   AA (sf)
B                   A (sf)/Watch Pos    A (sf)
C                   BBB (sf)/Watch Pos  BBB (sf)
D                   BB (sf)/Watch Pos   BB (sf)


* S&P Raises Ratings on 14 US Manufactured Housing and Marine ABS
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes from 10 Greenpoint-related transactions and one United
Companies Funding Corp. (UCFC) manufactured housing transaction.
In addition, S&P raised its rating on the certificate class from
CIT Marine Trust 1999-A. Each of the ratings are linked to the
rating on MBIA Insurance Corp. (MBIA; B/Stable/--).

MBIA provides a full financial guarantee insurance policy
guaranteeing full principal and interest payments to the
noteholders of the upgraded classes.  Under S&P's criteria, the
issue credit rating on a fully credit-enhanced bond issue is the
higher of either the rating on the credit enhancer or Standard &
Poor's underlying rating (SPUR) on the class.  A SPUR is S&P's
opinion of the stand-alone creditworthiness of an obligation; that
is, the capacity to pay debt service on a debt issue according to
its terms without considering an otherwise applicable bond
insurance policy.

          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

(Insured by MBIA Insurance Corp.)

GreenPoint Credit Manufactured Housing Contract Trust
                       Rating
Series   Class    To          From
1998-1   IA       B (sf)      CCC (sf)
1998-1   IIA      B (sf)      CCC (sf)
1999-1   A-5      B (sf)      CCC (sf)
1999-2   A-2      B (sf)      CCC (sf)
1999-3   IA-7     B (sf)      CCC (sf)
1999-3   IIA-2    B (sf)      CCC (sf)

GreenPoint Credit Manuf Hsg Contract Trust
                       Rating
Series   Class    To          From
1999-4   A-2      B (sf)      CCC (sf)

Manufactured Housing Contract Trust
                       Rating
Series   Class    To          From
1999-6   A-2      B (sf)      CCC (sf)

GreenPoint Credit Manufactured Hsg Contract Trust
                       Rating
Series   Class    To          From
2000-2   A-2      B (sf)      CCC (sf)

Manufactured Housing Contract Trust Pass-Thru Cert
                       Rating
Series   Class    To          From
2000-3   IIA-2    B (sf)      CCC (sf)
2000-5   A-3      B (sf)      CCC (sf)
2000-7   A-2      B (sf)      CCC (sf)

United Companies Funding Corp.
                       Rating
Series   Class    To          From
1996-2   A-1      B (sf)      CCC (sf)

CIT Marine Trust
                       Rating
Series   Class    To          From
1999-A   Certs    B (sf)      CCC+ (sf)



                            *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

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
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***