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

             Sunday, June 23, 2013, Vol. 17, No. 172

                            Headlines

ABCLO 2007-1: Moody's Affirms Ba2, Ba3 Ratings on Two CLO Notes
AIMCO 2006-A: Moody's Affirms Ba1, Ba3 Ratings on 2 Note Classes
AMMC CLO XII: S&P Affirms 'BB' Rating on Class E Notes
ANSONIA CDO 2006-1: Moody's Affirms Ratings on Nine Note Classes
APIDOS CLO X: S&P Affirms 'BB' Rating on Class E Notes

AVERY POINT II: S&P Assigns Prelim. 'BB' Rating on Class E Notes
BABSON CLO 2005-II: Moody's Raises Ratings on Eight Note Tranches
BLACKROCK SENIOR: S&P Affirms 'BB+' Rating on Class D Notes
BLUEMOUNTAIN CLO: S&P Assigns Prelim. BB Rating on Class E Notes
BLUE HERON VII: Moody's Lowers Rating on Class A-1 Notes to 'Ca'

CAPITAL AUTO 2013-2: Moody's Assigns (P)Ba1 Rating to Cl. E Notes
CAPITAL AUTO 2013-2: S&P Assigns Prelim. BB Rating on Cl. E Notes
CARLYLE GLOBAL 2012-3: S&P Affirms 'BB' Rating on Class D Notes
CATAMARAN CLO 2012-1: S&P Affirms 'BB' Rating on Class E Notes
CETUS ABS 2006-2: Supp. Indenture No Impact on Moody's Ratings

CIFC FUNDING 2012-II: S&P Affirms 'BB-' Rating on Cl. B-2L Notes
CIT GROUP 1995-2: S&P Affirms 'CCC-' Rating on Class B Certs
COMM MORTGAGE 2006-FL12: Fitch Affirms 'D' Rating on Cl. J Notes
COMM 2013-CCRE8: Moody's Rates Class F Notes 'B2(sf)'
CONCORD REAL 2006-1: Fitch Affirms CCC Ratings on 3 Cert. Classes

CPS AUTO 2013-B: S&P Assigns 'BB' Rating on Class D Notes
CREDIT SUISSE 2002-CKN2: S&P Lowers Rating on Class E Notes to B+
CREDIT SUISSE 2003-CK2: Moody's Cuts Cl. A-X Certs Rating to Caa3
CREDIT SUISSE 2005-C3: Moody's Retains Ratings on 13 CMBS Classes
CREDIT SUISSE 2006-C2: Moody's Keeps 'C' Ratings on 3 Cert Classes

CRESS 2008-1: Moody's Hikes Rating on Class A-2 Notes From Ba1
CW CAPITAL II: Moody's Affirms 'C' Ratings on 8 Note Classes
EATON VANCE VIII: S&P Raises Rating on Class D Notes to BB+
EQUIPMENT CONTRACT 2013-1: Moody's Rates Class C Notes at 'Ba2'
FANNIE MAE 2002-W1: Moody's Corrects Ba3 Downgrade on 2 Tranches

FLAGSHIP CLO IV: S&P Affirms 'B+' Rating on Class D Notes
FM LEVERAGED II: Moody's Ups Rating on Class E Notes From 'Ba2'
GALAXY VI: Moody's Raises Rating on Class D Notes From 'Ba2'
GALLATIN CLO 2012-1: S&P Affirms 'BB' Rating on Class E Notes
GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'B-'

GLG ORE 2013-1: S&P Assigns 'BB' Rating on Class E Notes
GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'B-'
HELLER 2000 PH-1: Moody's Affirms Ratings on 2 Cert. Classes
HIGHLAND LOAN V: S&P Affirms 'CC(sf)' Ratings on 3 Note Classes
KKR FINANCIAL 2013-1: S&P Gives Prelim. BB Rating to Cl. D Notes

MORGAN STANLEY 2000-LIFE1: S&P Raises Rating on Cl. H Notes to BB+
MOUNTAIN CAPITAL V: Moody's Lifts Cl. B-1L Notes' Rating From Ba1
MOUNTAIN VIEW 2006-1: S&P Raises Rating on Class E Notes to 'B+'
NEWSTAR 2007-1: Moody's Raises Rating on Cl. E Notes to 'Ba2'
OAK HILL IV: Moody's Raises Rating on 3 Note Classes From 'Ba1'

OZLM FUNDING II: S&P Affirms 'BB' Rating on Class D Notes
ROBECO CDO II: S&P Affirms 'CC' Rating on Class B-2 Notes
SALOMON BROTHERS 1999-C1: Fitch Affirms 'D' Rating on Cl. L Certs
SDART 2012-4: Fitch Affirms 'BB(sf)' Rating on Class E Notes
SHELLPOINT ASSET: Fitch To Rate $4.31MM Class B-4 Certs 'BB'

SHERIDAN SQUARE: S&P Affirms 'BB' Rating on Class E Notes
SLM STUDENT 2002-7: Fitch Ups Subordinate Notes Rating From BBsf
SLM STUDENT 2003-4: Fitch Hikes Rating on Cl. B Notes From 'BB'
SLM STUDENT 2003-7: Fitch Ups Subordinated Notes Rating From 'BB'
SLM STUDENT 2003-12: Fitch Ups Subordinated Notes Rating From BB

SPRINGHILL/COURTLAND: S&P Lowers Rating on Revenue Bonds To 'CC'
STRUCTURED ASSET 2003-CL1: Moody's Cuts Ratings on 3 Alt-A RMBS
STRUCTURED ASSET 2006-RF3: Moody's Takes Action on $31MM of RMBS
UTAH HOUSING: Moody's Mulls Upgrade for Two Revenue Bond Classes
WACHOVIA BANK 2007: Moody's Cuts Ratings on Class B Certs to Ba1

WEST CLO 2012-1: S&P Affirms 'BB' Rating on Class D Notes
ZAIS INVESTMENT IX: Moody's Raises Ratings on 5 CDO Note Classes

* Moody's Rating on Two Housing Bonds Slip to Not-Prime Levels
* Moody Takes Action on $717MM of Option ARM RMBS from 2 Issuers
* Moody's Eyes Possible Downgrades for 35 Subprime RMBS Tranches
* Bank TruPS CDOs Combined Default/Deferral Rate Remains Stable
* Moody's Hikes Ratings on $671MM of 17 Subprime RMBS Tranches

* Moody's Says Subprime Auto Lending Risks Are Rising
* S&P Takes Various Rating Actions on 56 US Synthetic CDOs


                            *********


ABCLO 2007-1: Moody's Affirms Ba2, Ba3 Ratings on Two CLO Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by ABCLO 2007-1. Ltd.:

$26,500,000 Class A1-b Floating Rate Notes Due April 15, 2021,
Upgraded to Aa1 (sf); previously on August 1, 2011 Upgraded to Aa2
(sf);

$9,000,000 Class A2 Floating Rate Notes Due April 15, 2021,
Upgraded to Aa3 (sf); previously on August 1, 2011 Upgraded to A1
(sf);

$18,250,000 Class B Deferrable Floating Rate Notes Due April 15,
2021, Upgraded to Baa1 (sf); previously on August 1, 2011 Upgraded
to Baa2 (sf).

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

$245,000,000 Class A1-a Floating Rate Notes Due April 15, 2021
(current balance of $239,067,438), Affirmed Aaa (sf); previously
on August 1, 2011 Upgraded to Aaa (sf);

$12,500,000 Class C Deferrable Floating Rate Notes Due April 15,
2021, Affirmed Ba2 (sf); previously on August 1, 2011 Upgraded to
Ba2 (sf);

$11,750,000 Class D Deferrable Floating Rate Notes Due April 15,
2021, Affirmed Ba3 (sf); previously on August 1, 2011 Upgraded to
Ba3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in July 2013 as well as
the expectation of deleveraging following the end of the
reinvestment period. In consideration of the reinvestment
restrictions applicable during the amortization period, and
therefore limited ability to effect significant changes to the
current collateral pool, Moody's analyzed the deal assuming a
higher likelihood that the collateral pool characteristics will
continue to maintain a positive buffer relative to certain
covenant requirements. In particular, the deal is assumed to
benefit from higher spread levels compared to the WAS covenant
level assumed in prior rating actions. This resulted in Moody's
modeling a WAS of 3.51% compared to the covenant value of 2.6%.
Notwithstanding the benefit from a higher modeled WAS, the Moody's
calculated WARF increased to 2767 from 2501 since April 2012. In
addition, based on the May 2013 trustee report, the Diversity
Score decreased to 50 from 60 over the same time period.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $323 million, defaulted par of $9.4 million, a
weighted average default probability of 18.31% (implying a WARF of
2767), a weighted average recovery rate upon default of 49.18%,
and a diversity score of 45. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

ABCLO 2007-1, Ltd., issued in May 2007, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (2214)

Class A1-a: 0
Class A1-b: +2
Class A2: +3
Class B: +2
Class C: +1
Class D: +1

Moody's Adjusted WARF + 20% (3320)

Class A1-a: 0
Class A1-b: -2
Class A2: -2
Class B: -1
Class C: -1
Class D: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings. In light of the large balance of principal
proceeds, Moody's considered several scenarios assuming various
amounts of principal proceeds are paid to the senior notes.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.


AIMCO 2006-A: Moody's Affirms Ba1, Ba3 Ratings on 2 Note Classes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by AIMCO CLO, Series 2006-A:

  $21,500,000 Class A-2 Senior Notes Due 2020, Upgraded to Aa1
  (sf),  previously on August 17, 2011 Upgraded to Aa3 (sf);

  $20,000,000 Class B Deferrable Mezzanine Notes Due 2020,
  Upgraded to A2 (sf), previously on August 17, 2011 Upgraded to
  A3 (sf).

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

  $305,000,000 Class A-1 Senior Notes Due 2020 (current
  outstanding balance of $300,308,883), Affirmed Aaa (sf);
  previously on August 17, 2011 Upgraded to Aaa (sf);

  $19,000,000 Class C Deferrable Mezzanine Notes Due 2020,
  Affirmed Ba1 (sf), previously on August 17, 2011 Upgraded to Ba1
  (sf);

  $12,500,000 Class D Deferrable Mezzanine Notes Due 2020 (current
  outstanding balance of $10,446,966), Affirmed Ba3 (sf),
  previously on August 17, 2011 Upgraded to Ba3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in August 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread levels
compared to the levels assumed at the last rating action in August
2011. Moody's modeled a WARF and WAS of 2464 and 3.14%,
respectively, compared to 2598 and 2.69%, respectively, at the
time of the last rating action. Moody's also notes that the
transaction's reported overcollateralization ratios are stable
since the last rating action.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $384 million, defaulted par of $5 million, a
weighted average default probability of 16.80% (implying a WARF of
2464), a weighted average recovery rate upon default of 50.63%,
and a diversity score of 56. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

AIMCO CLO, Series 2006-A, issued in July 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (1971)

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

Moody's Adjusted WARF + 20% (2957)

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

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.


AMMC CLO XII: S&P Affirms 'BB' Rating on Class E Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AMMC
CLO XII Ltd./AMMC CLO XII Corp.'s $337.3 million floating- and
fixed-rate notes following the transaction's effective date as of
May 7, 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 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," S&P said.

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

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our 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 we deem
necessary," S&P noted.

          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

AMMC CLO XII Ltd./AMMC CLO XII Corp.

Class                      Rating                  Amount
                                                  (mil. $)
A                          AAA (sf)                248.00
B                          AA (sf)                  61.70
C (deferrable)             A (sf)                   22.00
D-1 (deferrable)           BBB (sf)                 10.90
D-2 (deferrable)           BBB (sf)                 10.90
E (deferrable)             BB (sf)                  16.80
F (deferrable)             B+ (sf)                   7.00


ANSONIA CDO 2006-1: Moody's Affirms Ratings on Nine Note Classes
----------------------------------------------------------------
Moody's Investors Service has affirmed nine classes of notes
issued by Ansonia CDO 2006-1 Ltd. The affirmations are 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 and re-remic (CRE CDO and Re-Remic)
transactions.

Moody's rating action is as follows:

Cl. A-FL, Affirmed at Caa3 (sf); previously on Oct 13, 2010
Downgraded to Caa3 (sf)

Cl. A-FX, Affirmed at Caa3 (sf); previously on Oct 13, 2010
Downgraded to Caa3 (sf)

Cl. B, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. C, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. D, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. E, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. F, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. G, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on Feb 2, 2010 Downgraded to
C (sf)

Ratings Rationale:

Ansonia CDO 2006-1, Ltd. is a static cash transaction backed by a
portfolio commercial mortgage backed securities (CMBS) (93.9% of
the pool balance) and real estate investment trust (REIT) debt
(6.1%). As of the May 28, 2013 note valuation report, the
aggregate note balance of the transaction, including preferred
shares, excluding the balances of the defaulted interest and
deferred interest, has decreased to $727.0 million from $806.7
million at issuance, with the paydown directed to the Class A-FL
and A-FX notes due to interest proceeds being reclassified as
principal proceeds on credit impaired securities.

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 8,423
compared to 8,022 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (0.3% compared to 0.2% at last
review), A1-A3 (0.2% compared to 0.7% at last review), Baa1-Baa3
(6.1% compared to 6.5% at last review), Ba1-Ba3 (0.9% compared to
3.7% at last review), B1-B3 (8.9% compared to 8.5% at last
review), and Caa1-Ca/C (83.6% compared to 80.4% at last review).

Moody's modeled to a WAL of 3.9 years compared to 4.8 years at
last review.

Moody's modeled a fixed WARR of 3.4% compared to 4.1% at last
review.

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

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

The cash flow model, CDOEdge v3.2.1.2, 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. In general, the rated notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 3.4% to 2.0% or up to 8.4% would result in rating
movements on the rated tranches of 0 to 1 notch downward or 0
notch 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.


APIDOS CLO X: S&P Affirms 'BB' Rating on Class E Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Apidos
CLO X/Apidos CLO X LLC's $415.5 million fixed- and floating-rate
notes following the transaction's effective date as of March 21,
2013.

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

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

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our 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 we deem
necessary," S&P noted.

          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

Apidos CLO X/Apidos CLO X LLC

Class                   Rating        Amount (mil. $)
A                       AAA (sf)               291.50
B-1                     AA (sf)                 20.00
B-2                     AA (sf)                 25.50
C (deferrable)          A (sf)                  36.00
D (deferrable)          BBB (sf)                22.75
E (deferrable)          BB (sf)                 19.75


AVERY POINT II: S&P Assigns Prelim. 'BB' Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Avery Point II CLO Ltd./Avery Point II CLO Corp.'s
$474.50 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 June 19,
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 portfolio manager's experienced management team.

   -- S&P's projections regarding the timely interest and
      ultimate principal payments on the preliminary rated notes,
      which it assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2739%-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.

   -- The transaction's reinvestment overcollateralization test,
      a failure of which will lead to the reclassification of
      excess interest proceeds that are available prior to paying
      uncapped administrative expenses and fees, subordinated
      hedge termination payments, portfolio manager incentive
      fees, and subordinated note payments to principal proceeds
      for the purchase of additional collateral assets during the
      reinvestment period and to reduce the balance of the rated
      notes outstanding, sequentially, after the reinvestment
      period.

          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/1616.pdf

PRELIMINARY RATINGS ASSIGNED

Avery Point II CLO Ltd./Avery Point II CLO Corp.

Class                  Rating                 Amount
                                            (mil. $)
A                      AAA (sf)               304.00
B-1                    AA (sf)                 46.00
B-2                    AA (sf)                 25.00
C (deferrable)         A (sf)                  36.00
D (deferrable)         BBB (sf)                26.00
E (deferrable)         BB (sf)                 24.00
F (deferrable)         B (sf)                  13.50
Subordinated notes     NR                      42.25

NR-Not rated.


BABSON CLO 2005-II: Moody's Raises Ratings on Eight Note Tranches
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Babson CLO Ltd. 2005-II:

$20,000,000 Class A-2 Senior Notes, Upgraded to Aaa (sf);
previously on August 11, 2011 Upgraded to Aa1 (sf)

$27,000,000 Class B Deferrable Mezzanine Notes, Upgraded to Aa1
(sf); previously on August 11, 2011 Upgraded to A2 (sf)

$20,500,000 Class C-1 Deferrable Mezzanine Notes, Upgraded to Baa2
(sf); previously on August 11, 2011 Upgraded to Ba1 (sf)

$5,500,000 Class C-2 Deferrable Mezzanine Notes, Upgraded to Baa2
(sf); previously on August 11, 2011 Upgraded to Ba1 (sf)

$11,500,000 Class D-1 Deferrable Mezzanine Notes (current
outstanding balance of $9,965,838), Upgraded to Ba2 (sf);
previously on August 11, 2011 Upgraded to Ba3 (sf)

$4,500,000 Class D-2 Deferrable Mezzanine Notes (current
outstanding balance of $3,965,904), Upgraded to Ba2 (sf);
previously on August 11, 2011 Upgraded to Ba3 (sf)

$5,000,000 Class Q-1 Combination Notes (current rated balance of
$2,354,880), Upgraded to Aaa (sf); previously on August 11, 2011
Upgraded to Aa3 (sf)

$10,000,000 Class Q-3 Combination Notes (current rated balance of
$4,659,746), Upgraded to Aa3 (sf); previously on August 23, 2012
Upgraded to A3 (sf)

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

$390,000,000 Class A-1 Senior Notes (current outstanding balance
of $218,534,703), Affirmed Aaa (sf); previously on August 11, 2011
Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2012. Moody's notes that the Class A-1
Notes have been paid down by approximately 42% or $161 million
since the last rating action. Based on the latest trustee report
dated May 10, 2013, the Class A, B, C and D overcollateralization
ratios are reported at 136.3%, 122.44%, 111.52%, and 106.44%,
respectively, versus July 2012 levels of 122.59%, 114.84%,
108.24%, and 105.01%, respectively.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $321 million, defaulted par of $11 million, a
weighted average default probability of 16.65% (implying a WARF of
2553), a weighted average recovery rate upon default of 51.46%,
and a diversity score of 54. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Babson CLO Ltd. 2005-II, issued in July 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class Q-1 and Class
Q-3 Combination Notes was "Using the Structured Note Methodology
to Rate CDO Combo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (2042)

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

Moody's Adjusted WARF + 20% (3063)

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

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.


BLACKROCK SENIOR: S&P Affirms 'BB+' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2a, A-2b, A-3, B, and C notes from BlackRock Senior Income
Series V Limited.  At the same time, S&P affirmed its rating on
the class D notes.  BlackRock Senior Income Series V Limited is a
collateralized loan obligation (CLO) transaction managed by
BlackRock Financial Management Inc. that closed in July 2007.

The BlackRock Senior Income Series V Limited portfolio primarily
consists of senior secured leverage loans denominated in U.S.
dollars, euros, and British pounds.  The class A-1 multicurrency
revolver can be issued in any one of three currencies (USD, EUR,
GBP).  As of the May 3, 2013 trustee report, after converting to
dollars, the class A-1 notes held $11.6 million in euros,
$3.5 million in pounds, and $46.3 million in U.S. dollars.  The
transaction's reinvestment period is scheduled to end in August
2013.

The upgrades reflect improvements to the underlying portfolio
since S&P's rating actions in June 2011.  Since that time, the
amount of defaulted and 'CCC' rated obligations has decreased and,
as a result, the class A/B, C, and D overcollateralization ratios
have increased.

The affirmation on the class D notes reflects the sufficient
credit support available to the notes at the current rating level.

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 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

RATINGS LIST

Ratings Raised

BlackRock Senior Income Series V Limited

                   Rating
Class         To           From

A-1           AA+ (sf)     AA- (sf)
A-2a          AAA (sf)     AA+ (sf)
A-2b          AA+ (sf)     AA- (sf)
A-3           AA+ (sf)     AA- (sf)
B             AA (sf)      A+ (sf)
C             A (sf)       BBB+ (sf)

Ratings Affirmed

BlackRock Senior Income Series V Limited

Class               Rating

D                   BB+ (sf)


BLUEMOUNTAIN CLO: S&P Assigns Prelim. BB Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BlueMountain CLO 2013-2 Ltd./BlueMountain CLO 2013-2
LLC's $377.5 million floating-rate notes.

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

The preliminary ratings are based on information as of June 14,
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 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 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 it assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.28% to 11.83%.

   -- 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/1611.pdf

PRELIMINARY RATINGS ASSIGNED

BlueMountain CLO 2013-2 Ltd./BlueMountain CLO 2013-2 LLC

Class                Rating                 Amount
                                          (mil. $)
A                    AAA (sf)                248.6
B                    AA (sf)                  44.2
C (deferrable)       A (sf)                   34.0
D (deferrable)       BBB (sf)                 20.3
E (deferrable)       BB (sf)                  17.6
F (deferrable)       B (sf)                   12.8
Subordinated notes   NR                       32.9

NR-Not rated.


BLUE HERON VII: Moody's Lowers Rating on Class A-1 Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
notes issued by Blue Heron Funding VII Ltd.:

  $1,113,750,000 Class A-1 Blue Heron Funding VII Notes Due May
  30, 2047 (current outstanding balance of $456,415,916.19),
  Downgraded to Ca (sf); previously on April 22, 2009 Downgraded
  to Caa2 (sf)

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

  $25,000,000 Class A-2 Blue Heron Funding VII Notes Due May 30,
  2047, Affirmed C (sf); previously on April 22, 2009 Downgraded
  to C (sf)

  $105,000,000 (Euro 88,451,000) Class B Floating Rate VII Notes
  Due May 30, 2047, Affirmed C (sf); previously on April 22, 2009
  Downgraded to C (sf)

  $6,250,000 Certificates Due May 30, 2047, Affirmed Aaa (sf);
  previously on August 2, 2011 Confirmed at Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the decline in the transaction's
overcollateralization ratios since the last rating action in April
2009. Based on the May 2013 trustee report, the Class A and Class
B overcollateralization ratios are reported at 53.45% and 44.19%,
respectively, versus March 2009 levels of 92.63% and 84.13%,
respectively. Moody's notes that the trustee reported
overcollateralization ratios do not include the May 30, 2013
payment distribution when $3.4 million of principal proceeds were
used to pay down the Class A-1 Notes. Moody's also notes that
interest on the Class A-1 notes is currently being partially paid
using principal proceeds.

Blue Heron Funding VII Ltd, Limited, issued in May 2003, is a
collateral debt obligation backed by a portfolio of ABS, MBS, CMBS
and CDOs originated from 1999 to 2007.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

The ratings of the certificates are based on the rating of the
certificate protection assets.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.


CAPITAL AUTO 2013-2: Moody's Assigns (P)Ba1 Rating to Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by Capital Auto Receivables Asset Trust (CARAT)
2013-2.

The complete rating actions are as follows:

Issuer: Capital Auto Receivables Asset Trust 2013-2

Class A-1, Assigned (P)Aaa (sf)

Class A-2, Assigned (P)Aaa (sf)

Class A-3, Assigned (P)Aaa (sf)

Class A-4, Assigned (P)Aaa (sf)

Class B, Assigned (P)Aa1 (sf)

Class C, Assigned (P)A1 (sf)

Class D, Assigned (P)Baa1 (sf)

Class E, Assigned (P)Ba1 (sf)

Ratings Rationale

Moody's cumulative net loss expectation is 4.00% and the Aaa level
is 21.50% for the aggregate CARAT 2013-2 pool. This expectation
encompasses both the initial pool collateral, and Moody's
assumptions around the composition of additional receivables added
to the pool during the initial one-year revolving period. Moody's
net loss expectation and Aaa Level for the CARAT 2013-2
transaction is based on an analysis of the credit quality of the
underlying initial pool collateral, an assumption and analysis of
the composition of additional collateral that will be added during
the initial one-year revolving period, historical performance
trends, the ability of Ally Financial Inc. (formerly GMAC Inc.) to
perform the servicing functions, and current expectations for
future economic conditions.

The V Score for this transaction is Medium, which is consistent
with the Medium V score assigned for the U.S. Sub-prime Retail
Auto Loan ABS sector. The V Score indicates "Medium" uncertainty
about critical assumptions. This is the second public retail loan
securitization for Ally Financial under the CARAT platform, and
second composed of non-prime collateral. The previous
securitization closed in January 2013. Ally Financial has
securitization experience that dates back to the mid-1980's. Ally
Financial's bank subsidiary, Ally Bank, has sponsored numerous
prior public retail prime auto loan securitizations since 2009.
CARAT 2013-2 should benefit from this experience having Ally
Financial as the servicer for the transaction.

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 Auto Loan-Backed ABS, published in May 2013.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed from 4.00% to 7.00%
the initial model-indicated output might change from Aaa to Aa1
for the Class A notes, from Aa1 to A3 for the Class B notes, from
A1 to Baa3 for the Class C notes, from Baa1 to B2 for the Class D
Notes, and from Ba1 to below B3 form the Class E Notes. If the net
loss were changed to 8.50% the initial model-indicated output
might change to Aa2 for the Class A notes, to Baa3 for the Class B
Notes, to Ba3 for the Class C Notes, and to below B3 for both the
Class D Notes and Class E Notes. If the net loss were changed to
11.00% the initial model-indicated output might change to A1 for
the Class A notes, to Ba3 for the Class B Notes, and to below B3
for the Class C Notes, Class D Notes and Class E Notes.

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.


CAPITAL AUTO 2013-2: S&P Assigns Prelim. BB Rating on Cl. E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Auto Receivables Asset Trust 2013-2's
$508.21 million asset-backed notes.

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

The preliminary ratings are based on information as of June 17,
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 availability of approximately 25.3%, 21.5%, 17.6%,
      14.1%, and 11.5% credit support, including excess spread,
      (as a percentage of the initial aggregate receivables
      principal balance) for the class A, B, C, D, and E notes,
      respectively, based on stressed cash flow scenarios.  These
      credit support levels provide approximately 4.5x, 3.7x,
      2.8x, 2.0x, and 1.5x S&P's expected net loss ranges under
      these stressed cash flow scenarios to the class A, B, C, D,
      and E notes, respectively.

   -- The timely interest and principal payments made under
      stressed cash flow modeling scenarios that are appropriate
      to the assigned preliminary rating categories.

   -- S&P's expectation that during the amortization phase, under
      a moderate ('BBB') stress scenario, its ratings on the
      class A and B notes will remain within one rating category
      of the assigned preliminary ratings and its ratings on the
      class C and D notes will remain within two rating
      categories of the assigned preliminary ratings.  This is
      within the one-category rating tolerance for the
      preliminary 'AAA (sf)' and 'AA (sf)' rated securities, and
      within the two-category tolerance for the preliminary 'A
      (sf)', and 'BBB (sf)' rated securities, as outlined in
      S&P's credit stability criteria.

   -- The credit enhancement in the form of subordination,
      overcollateralization, a reserve account, and excess
      spread. During the amortization period, the non-amortizing
      overcollateralization and reserve account amount will
      result in increased credit enhancement for the notes.

   -- The characteristics of the collateral pool being
      securitized.

   -- The transaction's payment 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/1614.pdf

PRELIMINARY RATINGS ASSIGNED

Capital Auto Receivables Asset Trust 2013-2

Class    Rating       Type            Interest        Amount
                                      rate          (mil. $)
A-1      AAA (sf)     Senior          Fixed           107.00
A-2      AAA (sf)     Senior          Fixed           143.00
A-3      AAA (sf)     Senior          Fixed           128.00
A-4      AAA (sf)     Senior          Fixed            44.41
B        AA (sf)      Subordinate     Fixed            22.44
C        A (sf)       Subordinate     Fixed            23.76
D        BBB (sf)     Subordinate     Fixed            21.12
E        BB (sf)      Subordinate     Fixed            18.48


CARLYLE GLOBAL 2012-3: S&P Affirms 'BB' Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Carlyle
Global Market Strategies CLO 2012-3 Ltd./Carlyle Global Market
Strategies CLO 2012-3 LLC's $655.40 million floating-rate notes
following the transaction's effective date as of Jan. 23, 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 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 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

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

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our 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 we deem
necessary," S&P noted.

          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

Carlyle Global Market Strategies CLO 2012-3 Ltd./Carlyle Global
Market
Strategies CLO 2012-3 LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     391.50
A-2                        AA (sf)                       52.50
B (deferrable)             A (sf)                        49.90
C (deferrable)             BBB (sf)                      29.50
D (deferrable)             BB (sf)                       33.00
Combination                AAp (sf)(NRi)                 99.00
securities (i)

  (i) Composed of components representing an aggregate initial
      principal amount of $50 million of class A-1 notes and $50
      million of class A-2 notes.  The 'p' subscript indicates
      that the rating addresses only the principal portion of the
      obligation.

'NRi' indicates that the interest is not rated.


CATAMARAN CLO 2012-1: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Catamaran CLO 2012-1 Ltd./Catamaran CLO 2012-1 LLC's
$379.5 million floating-rate notes following the transaction's
effective date as of May 9, 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

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

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

Catamaran CLO 2012-1 Ltd./Catamaran CLO 2012-1 LLC
Class                   Rating                  Amount
                                              (mil. $)
A                       AAA (sf)                254.00
B                       AA (sf)                  44.75
C (deferrable)          A (sf)                   34.00
D (deferrable)          BBB (sf)                 20.00
E (deferrable)          BB (sf)                  16.25
F (deferrable)          B (sf)                   10.50


CETUS ABS 2006-2: Supp. Indenture No Impact on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service has determined that the entry into a
Supplemental Indenture dated June 13, 2013, by Cetus ABS CDO 2006-
2, Ltd. and performance of the activities contemplated therein
will not in and of itself and at this time result in the
withdrawal, reduction or other adverse action with respect to any
current rating (including any private or confidential ratings) by
Moody's of any Class of Notes issued by the Issuer. Moody's does
not express an opinion as to whether the entry into the
Supplemental Indenture could have non-credit-related effects.

Under the terms of the Supplemental Indenture, the Issuer (or the
Collateral Manager on behalf of the Issuer) will be able to
exercise its rights to terminate the existing Credit Default Swap
Agreement in effect with Citibank N.A. as Credit Default Swap
Counterparty. In reaching its conclusion as to the possible
effects of entry into the Supplemental Indenture on the current
Moody's ratings of the Notes Moody's considered, among other
factors, the current and future interest and principal amounts
likely to be paid to noteholders.

The principal methodology used in reaching its conclusion and in
monitoring the ratings of the Notes issued by the Issuer is
"Moody's Approach to Rating SF CDOs", published in May 2012.

Moody's will continue monitoring the ratings of the notes issued
by the Issuer. Any change in the ratings will be publicly
disseminated by Moody's through appropriate media.

Moody's carries these ratings for Cetus ABS 2006-2:

$100,000,000 Class A-1 Floating Rate Senior Secured Notes Due
2046, COLL NOTES; C

$40,000,000 Class C Floating Rate Deferrable Junior Subordinate
Secured Notes Due 2046, COLL NOTES; C

$50,000,000 Class A-2 Floating Rate Senior Secured Notes Due 2046
COLL NOTES; C

$55,000,000 Class B Floating Rate Deferrable Subordinate Secured
Notes Due 2046 COLL NOTES; C


CIFC FUNDING 2012-II: S&P Affirms 'BB-' Rating on Cl. B-2L Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on CIFC
Funding 2012-II Ltd./CIFC Funding 2012-II LLC's $676.50 million
fixed- and floating-rate notes following the transaction's
effective date as of Jan. 16, 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 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," S&P said.

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

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

CIFC Funding 2012-II Ltd./CIFC Funding 2012-II LLC

Class                      Rating                   Amount
                                                   (mil. $)
A-1L                       AAA (sf)                 464.00
A-2F                       AA (sf)                   27.50
A-2L                       AA (sf)                   40.00
A-3L (deferrable)          A (sf)                    59.50
B-1L (deferrable)          BBB (sf)                  34.00
B-2L (deferrable)          BB- (sf)                  37.00
B-3L (deferrable)          B (sf)                    14.50


CIT GROUP 1995-2: S&P Affirms 'CCC-' Rating on Class B Certs
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC- (sf)' long-
term rating on the class B certificates from CIT Group
Securitization Corp. II's senior/subordinate pass-through
certificates series 1995-2.  The transaction is collateralized by
manufactured housing installment sale contracts.

The rating action reflects S&P's view of the transaction's
likelihood of default on the the class B principal at the maturity
date if business, financial, and economic conditions do not
improve.  S&P's views reflect the rate of actual losses incurred
to date, its analysis regarding future collateral performance, and
the transaction's structure and credit enhancement levels.

As of the May 2013 distribution date, through 210 months of
performance and with a 6.16% pool factor, series 1995-2 has
experienced cumulative gross defaults of 24.97%.  The cumulative
recovery rate is approximately 39%, which results in cumulative
net losses of 15.13%.  While the transaction continues to perform
worse than S&P's initial expectation, the pace of losses has
slowed in recent years and thus, S&P is lowering its current
lifetime loss expectation to 16.00% from the previous level of
17.75%.  The updated lower loss expectation has no impact on the
current 'CCC- (sf)' rating.

The class B certificates benefit from a guarantee of timely
interest and limited principal issued by CIT Group Inc. (BB-
/Positive/B).  S&P believes the limited principal obligations
under the guarantee will likely be exhausted before the class B
certificates' maturity, but that the guarantee will likely remain
available to pay timely interest through maturity.  Because the
limited guarantee is the only form of credit support available to
the class B certificates other than excess spread, S&P believes
any subsequent losses that the guarantee or excess spread cannot
cover are likely to cause a principal shortfall to the class B
certificates.

Standard & Poor's will continue to monitor the transaction's
performance to determine if the assigned rating remains sufficient
and if it deems any rating actions appropriate.


COMM MORTGAGE 2006-FL12: Fitch Affirms 'D' Rating on Cl. J Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of COMM Mortgage Trust
2006-FL12. Fitch's performance expectation incorporates
prospective views regarding commercial real estate market value
and cash flow declines.

Despite having a modified pro rata pay structure, credit
enhancement for more senior classes will continue to benefit from
loan payoffs and dispositions. Classes A-1, A-2, and A-J receive
85% of any payoffs or principal proceeds on non-defaulted loans
(paid sequentially). In addition, the transaction has loan-level
sequential pay triggers. As of the June 2013 remittance, the
trustee reported that the following remaining loans were deemed to
have had a sequential paydown event: Four Seasons Hualalai,
Albertsons (Newkirk) Portfolio, and Embassy Suites Lake Buena
Vista. Both structural features result in increased credit
enhancement to senior classes.

KEY RATING DRIVERS

Under Fitch's methodology, 100% of the pool is modeled to default
in the base case stress scenario, defined as the 'B' stress. In
this scenario, the modeled average cash flow decline is 5.6% from
generally year-end 2012 servicer-reported financial data, or from
recent appraised values. To determine a sustainable Fitch cash
flow and stressed value, Fitch analyzed servicer-reported
operating statements and rent rolls, updated property valuations,
and comparisons with properties' competitive sets. Fitch estimates
full recoveries on the pooled loans in the base case.

The transaction is collateralized by five loans, which includes
three secured primarily by hotels (87.3% of the total trust
balance) and two by retail properties (12.7%). All of the
remaining loans defaulted at their final extended maturity dates.
As of the June 2013 remittance, three assets (33%) were in special
servicing. The remaining two loans have been modified, extended
and returned to the master servicer. Two loans (4.8%) will reach
their modified/extended maturities in the fourth quarter of 2013.
The Kerzner International Portfolio (65%) was extended through
September 2014. The Albertsons Newkirk Portfolio (10.7%) became
REO in Spetember 2012 and the Four Seasons Hualalai is currently
in maturity default. The transaction's rated final maturity date
is December 2020.

RATING SENSITIVITY

The Stable Rating Outlooks on classes A-J through F are reflective
of stable collateral performance. The Negative Outlooks on classes
G and H indicate higher sensitivity to potential downgrades should
performance of any of the loans deteriorate. The outlooks on the
individual rake classes are indicative of the performance trends
of the related collateral. Class ES1 is vulnerable to downgrade
should cash flow at the Embassy Suites Lake Buena Vista see
additional performance declines. Upgrades to any of the classes
are unlikely given the relatively short remaining term of all of
the loans, adverse selection of the remaining collateral and the
increasingly concentrated pool.

The largest loan in the pool is the Kerzner Portfolio, secured by
a diverse portfolio of real estate. The main collateral interests
consist of: 3,023-key Atlantis Resort and casino, Paradise Island;
600-room all-suite hotel tower, 495-unit condominium hotel; 40
acres of water attractions; 106-key One & Only Ocean Club and 18-
hole Ocean Club Golf Course; water treatment and desalinization
facility; 63-slip Marina at Atlantis and associated retail at
Marina Village.

As of year-end (YE) 2012 the portfolio reported an NCF DSCR of
6.02x for the pooled debt. While operating cash flow for the
collateral is below expectations from issuance YE 2012 net
operating income (NOI) had increased 14% from YE 2011. A recent
value estimate indicates the collective value of the collateral
would result in full repayment of the rated debt. A recent
modification of the loan included an extension of the loan's final
maturity for three years through September, 2014.

The second largest loan is the Four Seasons Hualalai, which is
primarily secured by a 243-key luxury resort hotel located on the
Kona-Kohala Coast of Ka'upulehu-Kona, HI. Additional collateral
includes several residential lots within the Hualalai residential
community and the Hualalai Golf Club. The loan was structured with
an initial maturity of June 9, 2008, with four one-year extension
options. The borrower defaulted at its June 8, 2012 final
maturity. Despite the default, recent performance of the hotel has
improved. For the trailing 12 months ended March 31, 2013,
occupancy, ADR, and RevPAR were 80.6%, $960 and $774, compared
78.9%, $875 and $691for the same period last year. The borrower is
working to refinance the loan.

The third largest loan is the Albertsons (Newkirk) Portfolio,
which was originally secured by 50 anchor boxes located across 15
states, totaling 2.4 million sf. Since issuance, five properties
have been released, totaling. The portfolio is triple-net leased
to various grocer tenants, primarily consisting of Albertsons. The
loan was structured with an initial maturity of Aug. 9, 2008, with
three one-year extension options. The borrower defaulted at its
Aug. 9, 2011 final maturity. The asset became REO in September
2012 via deed in lieu of foreclosure. All cash flow is being
trapped and post-maturity payments are being applied while the
special servicer works to dispose of the assets.

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

-- $371.8 million class A-J at 'AAAsf'; Outlook Stable;
-- $72.9 million class B at 'AA+sf'; Outlook to Stable from
   Positive;
-- $51.3 million class C at 'AA+sf'; Outlook to Stable from
   Positive;
-- $56.5 million class D at 'AAsf'; Outlook Stable;
-- $42.1 million class E at 'AA-sf'; Outlook Stable;
-- $42.1 million class F at 'Asf'; Outlook Stable;
-- $40.1 million class G at 'BBBsf'; Outlook Negative;
-- $25.0 million class H at 'BBsf'; Outlook Negative;
-- $19.7 million class J at 'Dsf'; RE to 90% from 65%;
-- $66.0 million class KR1 at 'BBB-sf'; Outlook Stable;
-- $20.6 million class KR2 at 'BBsf' ; Outlook Stable;
-- $58.2 million class KR3 at 'CCCsf'; RE 100%;
-- $6.5 million class FSH1 at 'CCCsf''; RE 100%;
-- $8.7 million class FSH2 at 'CCCsf'; RE 100%;
-- $9.1 million class FSH3 at 'CCCsf'; RE 100%.
-- $5.3 million class AN3 at 'CCCsf'; RE 100%;
-- $4.2 million class AN4 at 'CCCsf'; RE 100%;
-- $1.7 million class ES1 at 'Bsf'; Outlook Negative;
-- $1.6 million class ES2 at 'CCCsf'; RE 0%;
-- $1.4 million class ES3 at 'CCCsf'; RE 0%;
-- $1.2 million class TC1 at 'BBsf'; Outlook Stable;
-- $1.0 million class TC2 at 'BBsf'; Outlook Stable.

The following classes originally rated by Fitch have paid in full:
A-1, A-2, CN1, CN2, CN3, IP1, IP2, IP3, CA2, CA3, CA4, SR1, MSH1,
MSH2, MSH3, MSH4, FG1, FG2, FG3, FG4, FG5, LS1, LS2, LS3, AH1,
AH2, AH3, AH4, CM1, and CM2. In addition, Fitch previously
withdrew its ratings on the interest-only classes X-1, X-2, X-3-
BC, X-3-DB, X-3-SG, X-4, X-5-BC, X-5-DB, and X-5-SG. Fitch
withdrew its ratings on classes HDC1, LB1, LB2, and LB3, which had
their balances reduced to zero due to principal paydown and
realized losses.

Fitch does not rate the non-pooled classes CA1, AN1, and AN2.


COMM 2013-CCRE8: Moody's Rates Class F Notes 'B2(sf)'
-----------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
sixteen classes of commercial mortgage backed securities, issued
by COMM 2013-CCRE8 Commercial Mortgage Securities Trust 2013-
CCRE8.

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

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

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

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

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

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

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

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

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

Cl. X-C, Definitive Rating Assigned B3 (sf)

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

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Cl. F, Definitive Rating Assigned B2 (sf)

* Class X-A, X-B, and X-C are interest-only classes.

** All or a portion of the Class A-SBFL Certificates may be
   exchanged for Class A-SBFX Certificates. The aggregate
   Certificate Balance of the Class A-SBFL Certificates and Class
   A-SBFX Certificates will at all times equal the certificate
   balance of the Class A-SB regular interest. The pass-through
   rate applicable to the Class A-SBFL Certificates will be equal
   to a LIBOR-based floating rate.

Ratings Rationale:

The Certificates are collateralized by 59 fixed rate loans secured
by 94 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
(1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR; and (2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

Moody's assigned a Aaa credit assessment to two loans representing
approximately 19.1% of the pool balance in aggregate (375 Park
Avenue and The Paramount Building). Loans assigned Aaa credit
assessments are not expected to contribute any loss to a
transaction in low or high stress scenarios.

The Moody's Actual DSCR of 2.11X (1.56X excluding credit assessed
loans) is higher than the 2007 conduit/fusion transaction average
of 1.31X. The Moody's Stressed DSCR of 1.11X (0.98X excluding
credit assessed loans) is higher than the 2007 conduit/fusion
transaction average of 0.92X.

The pooled Trust loan balance of $1.38 billion represents a
Moody's LTV ratio of 94.2% (105.2% excluding credit assessed
loans), which is lower than the 2007 conduit/fusion transaction
average of 110.6%.

Moody's also considers subordinate financing outside of the Trust
when assigning ratings. Five loans are structured with $678.2
million of additional financing in the form of subordinate secured
or unsecured debt, raising Moody's Total LTV ratio to 96.1%. The
total debt leverage is high compared to other conduit transactions
rated since 2009.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level Herfindahl score is
20, which is below the average score calculated from multi-
borrower pools by Moody's since 2009. However, the Herfindahl
score for this transaction excluding the two loans assigned a Aaa
credit assessment is 25, which is in-line with previously rated
conduit pools. With respect to property level diversity, the
pool's property level Herfindahl score is 28. The transaction's
property diversity profile is in line with the indices calculated
in most multi-borrower transactions issued since 2009.

This deal has a super-senior Aaa class with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-M to mitigate the potential increased
severity to class A-M.

Moody's grades properties on a scale of 1 to 5 (best to worst) and
considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The pool's weighted
average property quality grade is 1.86, which is lower than the
indices calculated in most multi-borrower transactions since 2009.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.62
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship, and diversity. Moody's
analysis also uses the CMBS IO calculator ver_1.1, which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

The V Score for this transaction is assessed as 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%, 14%, and 23%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa , and Aa1,
respectively; for the most junior Aaa rated class A-M would be
Aa1, Aa2, and A1, 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.


CONCORD REAL 2006-1: Fitch Affirms CCC Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed all rated classes of Concord Real
Estate CDO 2006-1, Ltd/LLC. (Concord 2006-1) reflecting Fitch's
base case loss expectation of 34.5%. Fitch's performance
expectation incorporates prospective views regarding commercial
real estate market value and cash flow declines.

Key Rating Drivers

Since last rating action, classes A-1 has received pay down
totaling $14.5 million primarily from scheduled amortization and
property releases. Realized losses since last review were only
$1.4 million from the severely discounted payoff of one asset. The
CDO is overcollateralized by approximately $49 million, as of the
May 2013 trustee report. However, the CDO is currently failing two
par value tests resulting in the diversion of interest from
classes D and below.

As of the May 2013 trustee report, and per Fitch categorization,
the CDO is substantially invested as follows: whole loans/A-notes
(21.4%), REO (4.7%), B-notes (33.6%), mezzanine debt (19.9%), CMBS
(17.2%), CDOs (3%), and cash (0.1%). There are interests in
approximately 28 different assets contributed to the CDO. The
current percentage of defaulted assets and assets of concern is
14.7% and 17.7%, respectively. The weighted average Fitch derived
rating of the rated securities is 'B/B-'.

Under Fitch's methodology, approximately 53.8% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress. In this scenario, the modeled average cash flow
decline is 6.9% from, generally, YE 2012. Modeled recoveries are
average at 35.8%.

The largest contributor to Fitch's base case loss expectation is a
defaulted B-note (7.8% of the total collateral) secured by a 575-
room full-service resort located in Tucson, AZ. In March 2010, the
loan transferred to special servicing after the borrower failed to
make a required debt seasonality reserve payment. Since August
2010, the loan has been in maturity default and the special
servicer is pursuing foreclosure. Given the note's subordinate
position, Fitch modeled a full loss on this loan in its base case
scenario.

The next largest contributor to Fitch's base case loss expectation
is the modeled losses on the CMBS/CDO bond collateral (20.2%).

The third largest contributor to Fitch's base case loss
expectation is an REO (real estate owned) 50-story office tower
(4.7%) located in Dallas, TX. The loan was transferred to special
servicing on April 2012 due to a payment default. Foreclosure was
completed in February 2013; the property is currently being
marketed for sale. Fitch modeled a significant loss on this former
B-note in its base case scenario.

The transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying CREL portfolio. Recoveries are based on
stressed cash flows and Fitch's long-term capitalization rates.
The rated securities (CUSIP) portion of the collateral was
analyzed according to the 'Global Rating Criteria for Structured
Finance CDOs', whereby the default and recovery rates are derived
from Fitch's Structured Finance Portfolio Credit Model. Rating
default rates and rating recovery rates from both the CREL and
CUSIP portions of the collateral are then blended on a weighted
average basis. The default levels were then compared to the
breakeven levels generated by Fitch's cash flow model of the CDO
under the various defaults timing and interest rate stress
scenarios as described in the report 'Global Criteria for Cash
Flow Analysis in CDOs'. The breakeven rates for classes A through
C pass the cash flow model at the ratings listed below.

The Stable Outlooks on classes A through C generally reflect the
senior positions in the liabilities structures and/or cushion in
the modeling.

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

RATING SENSITIVITIES

If the collateral continues to repay at or near par, classes may
be upgraded. The junior classes are subject to further downgrade
should realized losses begin to increase.

WRP Management, LLC is the collateral asset manager for the
transaction. The CDO's reinvestment period ended in December 2011.

Fitch affirms the following classes and revises Outlooks as
indicated:

-- $133,891,141 class A-1 at 'BBBsf'; Outlook to Stable from
   Positive;
-- $23,250,000 class A-2 at 'BBsf'; Outlook to Stable from
   Positive;
-- $46,500,000 class B at 'BBsf'; Outlook Stable;
-- $10,000,000 class C at 'Bsf'; Outlook Stable;
-- $6,019,549 class D at 'CCCsf' RE 100%;
-- $8,125,820 class E at 'CCCsf'; RE 100%;
-- $22,413,000 class F at 'CCCsf'; RE 10%.


CPS AUTO 2013-B: S&P Assigns 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CPS
Auto Receivables Trust 2013-B's $205 million asset-backed notes.

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

The ratings reflect S&P's view of:

   -- The availability of approximately 40.4%, 35.0%, 29.1%,
      22.6%, and 21.3% of credit support for the class A, B, C,
      D, and E notes, respectively, based on stressed cash flow
      scenarios (including excess spread).  These credit support
      levels provide coverage of 2.8x, 2.3x, 1.75x, 1.5x, and
      1.33x S&P's 13.00-13.50% expected cumulative net loss range
      for the class A, B, C, D, and E notes, respectively.

   -- The expectation that, under a moderate stress scenario of
      1.75x S&P's expected net loss level, the rating on the
      class A notes will not decline by more than one rating
      category during the first year, and the ratings on the
      class B and C notes will not decline by more than two
      categories during the first year, all else being equal.
      This is consistent with S&P's credit stability criteria,
      which outline the outer bound of credit deterioration equal
      to a one-category downgrade within the first year for 'AA'
      rated securities and a two-category downgrade within the
      first year for 'A', 'BBB', and 'BB' rated securities

   -- The credit enhancement underlying each of the rated notes,
      which is in the form of subordination,
      overcollateralization, a reserve account, and excess spread
      for the class A, B, C, D, and E notes.

   -- The timely interest and principal payments made to the
      rated notes under S&P's stressed cash flow modeling
      scenarios, which S&P believes is appropriate for the
      assigned ratings.

   -- The transaction's payment and credit enhancement
      structures, which include performance triggers.

          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/1588.pdf

RATINGS ASSIGNED

CPS Auto Receivables Trust 2013-B(i)

Class       Rating      Type           Interest        Amount
                                       rate          (mil. $)
A           AA- (sf)    Senior         Fixed          158.360
B           A (sf)      Subordinate    Fixed           18.450
C           BBB (sf)    Subordinate    Fixed           12.300
D           BB (sf)     Subordinate    Fixed           10.250
E           BB- (sf)    Subordinate    Fixed            5.640

(i) The legal maturity date for all classes listed below is
     Sept. 15, 2020.


CREDIT SUISSE 2002-CKN2: S&P Lowers Rating on Class E Notes to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp. series
2002-CKN2, a U.S. CMBS transaction.  At the same time, S&P
affirmed its ratings on four other classes from the transaction.

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

The downgrades to classes D and E reflect liquidity support
available to the classes.  The affirmations on classes C-1 and C-2
reflect Standard & Poor's expectation that available credit
enhancement for these classes will be within S&P's estimated
requirements for the current outstanding ratings.  While available
credit enhancement levels may suggest positive rating movements on
classes D and E, S&P's analysis also considered the amount of
interest support available to the classes, as well as performance
of the largest loan ($41.3 million, 83.2%) in the pool.  S&P's
concern relates to the stability of the cash flow at the property
in the future when the leases for the anchor tenants come up for
renewal.

As of the May 17, 2013 trustee remittance report, the collateral
pool consisted of five loans and one real estate owned (REO)
asset, with an aggregate principal balance of $49.7 million, down
from 204 loans with an aggregate balance of $918.1 million at
issuance.  The collateral composition consists of one defeased
loan ($5.8 million, 11.6%), three loans secured by cooperative
housing properties ($690,327, 1.4%), one REO asset ($1.9 million,
3.8%), and one loan secured by a retail mall ($41.3 million,
83.2%).

The three cooperative housing loans, along with the defeased loan,
mature between January 2017 and April 2017.  S&P expects stable
performance on these assets, and it expects them to pay off as
anticipated.

The Grand Oak Villas loan ($1.9 million, total exposure of
$2.5 million) is the sole asset with the special servicer, C-III
Asset Management LLC.  The asset is REO and consists of an 83-unit
multifamily property located in Pensacola, Fla.  The special
servicer anticipates an auction for the property to occur in July
2013.  Based on the valuation provided by the special servicer,
S&P expects a significant loss on the asset upon its final
resolution.  It is S&P's understanding, after communicating with
the special servicer, that a non-recoverability determination will
not be made on this asset.

The largest loan in the pool ($41.3 million with deferred interest
of $928,032, 83.2%) is the Beaver Valley Mall.  The collateral
consists of 965,912 sq.-ft. out of 1.1 million sq.-ft. regional
mall located in Monaca, Pa.  The loan had an anticipated repayment
date of April 11, 2012, and now has a final maturity date of
April 11, 2032.  The loan appears on the master servicer's
watchlist due to a reported debt service coverage (DSC) that is
less than 75% of the issuance DSC.  As of year-end 2012, the loan
reported a debt service coverage of 1.35x.  According to the
Dec. 31, 2012 rent roll, the collateral property is 96.1%
occupied, with an in-line occupancy rate of 92.9%.  While the
property has historically achieved strong occupancy figures, S&P's
concern relates to the stability of the cash flow at the property,
which may be negatively affected when the leases of the collateral
anchor stores come up for renewal; the Boscov's (194,498 sq.-ft.)
lease expires in Sept. 2018, the Sears (190,759 sq.-ft.) lease
expires in August 2016, the J.C. Penney Company (126,100 sq.-ft.)
lease expires in September 2017, and the Dick's Sporting Goods
(45,452 sq.-ft.) lease expires in January 2018.  Based on the most
recent data from the master servicer (KeyBank Real Estate
Capital), using Standard & Poor's adjusted net cash flow (NCF) and
cap rates, S&P has calculated a DSC for this loan of 1.2x and a
loan-to-value ratio of 72.7%.

          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 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-CKN2

Class    Rating           Credit enhancement (%)

C-1      AA+ (sf)         59.45
C-2      AA+ (sf)         59.45
A-X      AAA (sf)         N/A
A-Y      AAA (sf)         N/A

N/A - Not applicable.

RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-CKN2

           Rating
Class    To        From             Credit enhancement (%)

D        A- (sf)   AA- (sf)         40.98
E        B+ (sf)   BB+ (sf)         17.89


CREDIT SUISSE 2003-CK2: Moody's Cuts Cl. A-X Certs Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed five classes of Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2003-CK2 as follows:

Cl. J, Affirmed B1 (sf); previously on Feb 25, 2010 Downgraded to
B1 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Feb 25, 2010 Downgraded
to Caa3 (sf)

Cl. L, Affirmed Ca (sf); previously on Feb 25, 2010 Downgraded to
Ca (sf)

Cl. N, Affirmed C (sf); previously on Feb 25, 2010 Downgraded to C
(sf)

Cl. O, Affirmed C (sf); previously on Feb 25, 2010 Downgraded to C
(sf)

Cl. A-X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale:

The downgrade of the IO Class, Class A-X, is a result of the
decline in weighted average rating factor (WARF) of its referenced
classes as a result of the paydown of more highly rated classes.
The pool has paid down 87% since Moody's prior review.

The ratings of the principal classes are consistent with current
Moody's expected loss and thus are affirmed. 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.

Moody's rating action reflects a base expected loss of 52.2%
($29.7 million) of the current balance compared to 7.1% ($30.8
million) at the prior review. Realized losses have increased from
1.4% of the original balance to 1.7% since the prior review.
Moody's base expected loss plus realized losses is now 4.7% of the
original pooled balance compared to 4.5% at last review.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

Since 79% of the pool is in special servicing, Moody's also
utilized a loss and recovery approach in rating this deal. In this
approach, Moody's determines a probability of default for each
specially serviced loan and determines a most probable loss given
default based on a review of broker's opinions of value (if
available), other information from the special servicer and
available market data. The loss given default for each loan also
takes into consideration servicer advances to date and estimated
future advances and closing costs. Translating the probability of
default and loss given default into an expected loss estimate,
Moody's then applies the aggregate loss from specially serviced
loans to the most junior class(es) and the recovery as a pay down
of principal to the most senior class(es).

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

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 4 compared to 12 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated September 21, 2012.

Deal Performance:

As of the May 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $56.8
million from $988.2 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from
less than 1% to 42% of the pool. There are no loans with credit
assessments or loans secured by U.S. Government securities.

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

Ten loans have been liquidated from the pool, resulting in an
aggregate realized loss of $16.6 million (26% loss severity on
average). Five loans, representing 79% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Michigan Commercial Portfolio Loan ($23.8 million -- 42.0% of the
pool), which was originally secured by a portfolio of 24 Class B
office buildings and one retail buildings, all located in and
around Lansing, Michigan. The loan was transferred to special
servicing in May 2008 due to imminent monetary default and is now
real estate owned (REO). Eight of the initial 25 properties have
sold for a total of approximately $5.7 million. Roughly $1.25
million is in suspense and will be applied to pay down the
principal with the rest of the proceeds having been applied to pay
servicer advances. As of April 2013, the remaining properties were
76% leased.

The second largest specially serviced loan is the Abbotts Village
Shopping Center Loan ($9.4 million -- 16.5% of the pool), which is
secured by a 109,586 square foot (SF) anchored shopping center
located in Alpharetta, Georgia. The loan was transferred to
special servicing in August 2012 due to maturity default. The
trust took title in March 2013. The lease for the anchor tenant,
Publix, expires in February 2015. Publix leases 51% of the net
rentable area (NRA). The servicer is negotiations for an early
renewal of this tenant. As of October 2012, the property was 85%
leased.

The third largest specially serviced loan is the South Monroe
Commons Shopping Center Loan ($4.4 million -- 7.7% of the pool),
which is secured by a 71,139 SF anchored shopping center located
in Tallahassee, Florida. The loan transferred to special servicing
in January 2013 due to maturity default. Borrower has agreed to a
forbearance agreement.

Moody's estimates an aggregate $29.1 million loss for specially
serviced loans (65% expected loss on average). Moody's has not
identified any troubled loans in this pool.

Moody's was provided with full year 2012 operating results for the
four conduit loans remaining in the pool. These loans represent
22% of the pool. Moody's weighted average conduit LTV is 88%
compared to 74% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 9% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.22X and 1.16X,
respectively, compared to 1.57X and 1.44X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 19% of the pool. The largest
conduit loan is the Symmes Gate Station Loan ($4.2 million -- 7.4%
of the pool), which is secured by a 40,323 SF strip retail center
located in Loveland, Ohio. The loan is on the watchlist because it
passed its anticipated repayment date (ARD) of March 1, 2013.
Final maturity for this loan is March 1, 2033. As of March 2013,
property was 83% leased compared to 87% at last review. Moody's
LTV and stressed DSCR are 97% and 1.04X, respectively, compared to
86% and 1.17X at last review.

The second largest conduit loan is the Walgreens -- West Jefferson
Loan ($3.5 million -- 6.1% of the pool), which is secured by a
15,000 SF single tenant retail property 100% leased by the
Walgreen Co. (Senior Unsecured Rating Baa1, Negative Outlook)
until November 2061. The property is located in Fort Wayne,
Indiana. The loan passed its ARD of November 1, 2012 with a final
maturity of November 1, 2032. Moody's LTV and stressed DSCR are
91% and 1.13X, respectively, compared to 86% and 1.20X at last
review.

The third largest conduit loan is the Sav-On Drug Store --
Lancaster, CA Loan ($2.9 million -- 5.0% of the pool), which is
secured by a 20,251 SF retail building located in Lancaster, CA.
As of March 2013, property was 75% leased with CVS/Caremark
(Senior Unsecured Rating Baa2, Positive Outlook) as the only
tenant. The loan is on the watchlist due to low occupancy which
has remained the same since 2010. The loan passed its ARD of
January 1, 2013 with a final maturity of January 1, 2033. Moody's
LTV and stressed DSCR are 86% and 1.17X, respectively, compared to
92% and 1.08X at last review.


CREDIT SUISSE 2005-C3: Moody's Retains Ratings on 13 CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
Credit Suisse First Boston Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-C3 as
follows:

Cl. A-1-A, Affirmed Aaa (sf); previously on Jul 11, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jul 11, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Jul 11, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jul 11, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aa1 (sf); previously on Nov 4, 2010 Downgraded
to Aa1 (sf)

Cl. A-J, Affirmed Baa1 (sf); previously on Nov 4, 2010 Downgraded
to Baa1 (sf)

Cl. B, Affirmed B2 (sf); previously on Nov 4, 2010 Downgraded to
B2 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Nov 4, 2010 Downgraded to
Caa2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Nov 4, 2010 Downgraded to
Caa3 (sf)

Cl. E, Affirmed Ca (sf); previously on Nov 4, 2010 Downgraded to
Ca (sf)

Cl. F, Affirmed C (sf); previously on Jun 15, 2012 Downgraded to C
(sf)

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

Cl. A-Y, Affirmed Aaa (sf); previously on Jul 11, 2005 Definitive
Rating Assigned Aaa (sf)


CREDIT SUISSE 2006-C2: Moody's Keeps 'C' Ratings on 3 Cert Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ten classes of
Credit Suisse Commercial Mortgage Trust, Commercial Mortgage Pass-
through Certificates, Series 2006-C2 as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Jul 5, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jul 5, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-1-A, Affirmed A1 (sf); previously on Jul 12, 2012 Downgraded
to A1 (sf)

Cl. A-M, Affirmed Ba1 (sf); previously on Jul 12, 2012 Downgraded
to Ba1 (sf)

Cl. A-J, Affirmed Caa3 (sf); previously on Dec 10, 2010 Downgraded
to Caa3 (sf)

Cl. B, Affirmed Ca (sf); previously on Dec 10, 2010 Downgraded to
Ca (sf)

Cl. C, Affirmed C (sf); previously on Dec 10, 2010 Downgraded to C
(sf)

Cl. D, Affirmed C (sf); previously on Dec 10, 2010 Downgraded to C
(sf)

Cl. E, Affirmed C (sf); previously on Dec 10, 2010 Downgraded to C
(sf)

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

Ratings Rationale:

The affirmations of Classes A-2, A-3, A-1-A and A-M 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. The ratings of
Classes A-J, B, C, D and E are consistent with Moody's base
expected loss and thus are affirmed. The credit enhancement levels
for the affirmed are sufficient to maintain their current ratings.

The rating of the IO Class, Class A-X, is consistent with the
weighted average rating factor (WARF) of its referenced classes
and thus is affirmed.

Moody's rating action reflects a base expected loss of 10.3% of
the current balance compared to 17.5% at last review. Base
expected loss plus realized losses to date now totals 15.0% of the
original balance compared to 17.0% 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 principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

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.

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 48 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 July 12, 2012.

Deal Performance:

As of the May 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 25% to $1.1 billion
from $1.4 billion at securitization. The Certificates are
collateralized by 169 mortgage loans ranging in size from less
than 1% to 6% of the pool. There is one defeased loan,
representing 5% of the pool, and it is backed by U.S. government
securities.

There are 44 loans, representing 18% of the pool, 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.

Nineteen loans had been liquidated from the pool since
securitization as of the most recent distribution date resulting
in an aggregate realized loss totaling $104.5 million (average
loss severity of 72%). There were eight loans, representing 10% of
the pool, in special servicing as of the most recent distribution
date. Since that time, two loans totaling $4.1 million and
representing 0.4% of the pool were liquidated.

The largest specially serviced loan is the Fortunoff Portfolio
Loan ($69.5 million -- 6.4% of the pool), which was secured by a
vacant department store located in New York. At securitization the
loan was secured by two properties occupied by Fortunoff, a luxury
home goods and jewelry retailer. The loan was transferred to
special servicing in January 2009 after the tenant declared
bankruptcy and subsequently vacated the properties. The New Jersey
property sold August 2011 and sale proceeds were applied to pay
down substantial servicer advances. The New York property remains
for sale. The remaining five specially serviced loans are secured
by a mix of property types. The special servicer has recognized an
aggregate $80.1 million appraisal reduction for the specially
serviced loans. Moody's has estimated an aggregate loss of $78.2
million (75% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for 26 poorly
performing loans representing 10% of the pool and has estimated a
$17.8 million loss (16% expected loss based on a 50% probability
of default) from these troubled loans.

Moody's was provided with full year 2012 and partial year 2013
operating results for 91% and 40% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average conduit LTV is 95% compared to 101% at
last review. Moody's net cash flow reflects a weighted average
haircut of 10.9% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.26X and 1.08X,
respectively, compared to 1.29X and 1.01X, 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 9% of the pool
balance. The largest loan is the Gettysburg Village Loan ($39.9
million -- 3.7% of the pool), which is secured by a 310,285 square
foot (SF) outlet center located in Gettysburg, Pennsylvania. As of
April 2013, the property was 98% leased compared to 97% at last
review. Property performance increased since last review as
numerous tenant lease renewals were consummated at market rents.
Moody's LTV and stressed DSCR are 115% and 0.87X, respectively,
compared to 122% and 0.82X at last review.

The second largest conduit loan is the 75 Maiden Lane Loan ($28.6
million -- 2.7% of the pool), which is secured by a 172,040 SF
Class B office building located in the downtown Manhattan
neighborhood of New York City. As of March 2013, the property was
95% leased compared to 94% at last review. Financial performance
increased since last review. Moody's LTV and stressed DSCR are
100% and 1.03X, respectively, compared to 111% and 0.93X at last
review.

The third largest loan is the Summit Hill Apartment Loan ($26.4
million -- 2.4% of the pool), which is secured by a 411-unit
garden-style apartment complex located in Chapel Hill, North
Carolina. The property was 95% leased as of march 2013 compared to
92% at last review. The property converted from interest-only to
amortizing Mary 2011. Financial performance increased since last
review. Moody's LTV and stressed DSCR are 108% and 0.82X,
respectively, compared to 127% and 0.70X at last review.


CRESS 2008-1: Moody's Hikes Rating on Class A-2 Notes From Ba1
--------------------------------------------------------------
Moody's has upgraded the rating of one class of Notes and affirmed
the ratings of four classes of Notes issued by CRESS 2008-1. The
upgrade is due to rapid pre-payment of collateral as a result of
recoveries on defaulted assets, regular amortization, and par
value test failures. The affirmations are due to the key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Class A-2 Notes, Upgraded to Baa1 (sf); previously on Jun 22, 2011
Downgraded to Ba1 (sf)

Class B Notes, Affirmed Caa2 (sf); previously on Jun 20, 2012
Downgraded to Caa2 (sf)

Class C Notes, Affirmed Caa3 (sf); previously on Jun 22, 2011
Downgraded to Caa3 (sf)

Class D Notes, Affirmed Caa3 (sf); previously on Jun 22, 2011
Downgraded to Caa3 (sf)

Class E Notes, Affirmed Caa3 (sf); previously on Jun 22, 2011
Downgraded to Caa3 (sf)

Ratings Rationale:

Crest 2008-1, Ltd. is a static (reinvestment ended in December
2010) cash transaction backed by a portfolio of A-Notes and whole
loans (66.5% of the pool balance), commercial mortgage backed
securities (CMBS) (23.4% of the pool balance) and B-Notes (10.0%).
As of the May 31, 2013 Trustee report, the aggregate Note balance
of the transaction, including preferred shares is $359.5 million
from $750 million at issuance, with the paydown directed to the
Class A1 and A2 Notes, as a result of regular amortization of the
underlying collateral, recoveries on defaulted assets, and the
failing of the certain par value tests.

There are six assets with a par balance of $59.6 million (33.9% of
the current pool balance) that are considered defaulted securities
as of the May 31, 2013 Trustee report. Two of these assets (67.3%
of the defaulted balance) are either A-Notes or whole loans, three
assets are CMBS (27.7%), and one asset is a B-Note (5.0%). While
there have been limited realized losses to the underlying
collateral to date, Moody's does expect significant losses to
occur 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 7,933
compared to 8,890 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (9.3% compared to 4.4% at last
review), A1-A3 (1.2% compared to 0.6% at last review), Baa1-Baa3
(3.5% compared to 1.7% at last review), Ba1-Ba3 (0.0% the same as
at last review), B1-B3 (9.2% compared to 5.6% at last review), and
Caa1-C (76.7% compared to 87.7% at last review).

Moody's modeled a WAL of 3.5 years compared to 2.3 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 44.8% compared to 51.4% at last
review.

Moody's modeled a MAC of 23.4% compared to 17.3% 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
44.8% to 34.8% or up to 54.8% would result in a modeled 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 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.


CW CAPITAL II: Moody's Affirms 'C' Ratings on 8 Note Classes
------------------------------------------------------------
Moody's has downgraded the ratings of two classes of notes and
affirmed the ratings of twelve classes of notes issued by CW
Capital COBALT II, Ltd. The downgrades are due to deterioration in
the underlying collateral as evidenced by the deterioration in the
par value ratios since last review.

The affirmations are due to the key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO and Re-remic) transactions.

Moody's rating action is as follows:

Cl. A-1A, Affirmed Baa2 (sf); previously on Jun 20, 2012
Downgraded to Baa2 (sf)

Cl. A-1AR, Affirmed Baa2 (sf); previously on Jun 20, 2012
Downgraded to Baa2 (sf)

Cl. A-1B, Downgraded to Caa2 (sf); previously on Jun 20, 2012
Downgraded to Caa1 (sf)

Cl. A-2A, Affirmed Aaa (sf); previously on Jun 30, 2010 Confirmed
at Aaa (sf)

Cl. A-2B, Downgraded to B1 (sf); previously on Jun 20, 2012
Downgraded to Ba3 (sf)

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

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

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

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

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

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

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

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

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

Ratings Rationale:

CW Capital COBALT II, Ltd. is a static cash transaction backed by
a portfolio of commercial mortgage backed securities (91.0% of the
pool balance), whole loans (7.4%) and CRE CDO (1.6%). As of the
April 26, 2013 Note Valuation report, the aggregate note balance
of the transaction, including preferred shares, has decreased to
$452.9 million from $600.0 million at issuance, with the paydown
directed to the Class A-1A, Class A-1AR and Class A-2A Notes, as a
result of regular amortization of the underlying collateral
combined with principal proceeds generated from the failure of
certain par value tests.

There are 24 assets with a par balance of $179.9 million (42.5% of
the current pool balance) that are considered defaulted securities
as of the May 31, 2013 Trustee report. There have been moderate
realized losses on the underlying collateral to date, and Moody's
expects this to continue on defaulted 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 5,196
compared to 5,272 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (18.2% compared to 16.6% at last
review), A1-A3 (2.7% compared to 4.1% at last review), Baa1-Baa3
(16.5% compared to 14.9% at last review), Ba1-Ba3 (4.7% compared
to 4.9% at last review), B1-B3 (7.4% compared to 6.9% at last
review), and Caa1-C (50.5% compared to 52.7% at last review).

Moody's modeled a WAL of 3.6 years compared to 3.1 years at last
review. The current WAL is based on updated assumptions about
extensions on the underlying collateral.

Moody's modeled a fixed WARR of 23.1% compared to 24.6% at last
review.

Moody's modeled a MAC of 11.9% compared to 10.2% 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
23.1% to 13.1% or up to 33.1% would result in a modeled rating
movement on the rated tranches of 0 to 1 notch downward and 0 to 2
notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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.


EATON VANCE VIII: S&P Raises Rating on Class D Notes to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and D notes from Eaton Vance CDO VIII Ltd., a U.S.
collateralized loan obligation (CLO) managed by Eaton Vance
Management.  At the same time, S&P affirmed its ratings on the
class A and C notes.

The upgrades reflect a marginal increase in the balance of total
collateral backing the rated notes and improved underlying quality
since our May 2011 ratings upgrade.

According to the May 2013 trustee report, the total collateral
balance was $707.94 million, including principal proceeds--a
slight increase from $702.02 million noted in the April 2011
trustee report, which S&P used for its May 2011 rating actions.
The increased collateral balance improved the credit support
available to the rated notes, and potentially increased the
available interest proceeds generated from the underlying
collateral.  This increased coverage ratios, especially for the
most senior notes.  The class A coverage ratio increased to
127.90% from 126.90%.

There was a slight decrease in defaulted obligations since April
2011.  According to the May 2013 trustee report, the transaction
held $1 million of defaulted assets, compared with $2.38 million
noted in the April 2011 trustee report.  The amount of 'CCC' rated
collateral held in the transaction's asset portfolio also fell
since the time of S&P's last rating actions.  The transaction held
$24.09 million of 'CCC' rated collateral on May 2013, down from
$34.68 million back in January 2012.

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 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

RATING ACTIONS

Eaton Vance CDO VIII Ltd.

Class     Rating       Rating
          To           From

A         AA+          AA+
B         A+           A
C         BBB+         BBB+
D         BB+          BB


EQUIPMENT CONTRACT 2013-1: Moody's Rates Class C Notes at 'Ba2'
---------------------------------------------------------------
Moody's has assigned definitive ratings to the Equipment Contract
Backed Notes, Series 2013-1 (Series 2013-1 or the notes) issued by
Nations Equipment Finance Funding I, LLC. The transaction is a
securitization of equipment loans and leases sponsored by Nations
Equipment Finance, LLC (NEF) which will act as the servicer.

The issuer, Nations Equipment Finance Funding I, LLC is a wholly-
owned subsidiary of NEF Holdings, Inc., (Holdings or the
transferor) an affiliate of the servicer. The equipment loans and
leases were originated by Nations Fund I, Inc. (the originator), a
subsidiary of the transferor and are backed by collateral
including trailers, trucks and various types of construction and
manufacturing equipment.

The complete rating action is as follows:

Issuer: Nations Equipment Finance Funding I, LLC, Equipment
Contract Backed Notes, Series 2013-1

Class A Notes, Definitive Rating Assigned A2 (sf)

Class B Notes, Definitive Rating Assigned Baa2 (sf)

Class C Notes, Definitive Rating Assigned Ba2 (sf)

Ratings Rationale:

Series 2013-1 is the first securitization sponsored by NEF. NEF
was formed and is owned by a team of professionals led by several
former GECC executives. Holdings is owned by this group and
investment funds affiliated with a private equity firm. The
provisional rating is based on the following (1) historic
performance of Nations' portfolio, with relatively low incidence
of default and low net loss rate since 2010, (2) assessed quality
of the loans in the pool and their generally short tenor, (3)
enhancement including overcollateralization, excess spread and
non-declining reserve account, (4) full turbo structure (5) the
experience and expertise of the servicer and (6) US Bank National
Association (rated Aa3) as backup servicer.

Credit support to the notes includes (i) overcollateralization
initially at 11%, and is expected to grow with time as notes pay
down and through the application of excess spread to pay down the
notes (ii) excess spread- the weighted cash yield of the loans
(6.9%, as of the statistical calculation date) produces an
expected excess spread of approximately 6.6% per annum given the
initial advance rate of 89.0% and (iii) a reserve fund funded at
1.5% of the initial collateral balance and (iv) subordination in
the case of the Class A and Class B notes (14.5% and 6.0%
respectively).

The equipment loans and leases backing the notes transaction were
extended to middle market and Fortune 500 obligors and are secured
by various types of equipment including in particular construction
equipment (14.13%), tractors (13.63%), and cranes (11.82%).

The pool consists of 117 contracts with 46 separate obligors and
an initial balance of $172,220,198. The weighted average contract
balance is $1,471,968. The weighted average original and remaining
terms to maturity are 53 and 41 months, respectively. The largest
obligor is 9.6% of the initial pool balance and the top five
obligors comprise 33.0% of the initial pool balance. Nearly all of
the contracts in this deal are fixed interest rate and monthly
pay.

The V Score for this transaction is Medium/High, which is in line
with the score assigned to the U.S. Small Issuer Equipment Lease
and 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). While the overall score is medium/high, significant
deviations from the sector within the individual categories
include the following: Quality of Historical Data for the
Issuer/Sponsor/Originator is medium/high versus medium due to the
limited performance data for the issuer's collateral; Disclosure
of Securitization Collateral Pool Characteristics and Disclosure
of Securitization Performance are low/medium versus medium due to
the extensive amount of loan by loan data that Moody's has
received and will continue to receive for surveillance purposes;
Analytic complexity is medium versus low/medium due to the non-
granular nature of the collateral; market value sensitivity is
medium versus medium/low due to large exposures to individual
obligors and the potential for the need to liquidate large amounts
of equipment; Experience of, Arrangements Among and Oversight of
Transaction Parties is medium/high versus medium due to the
sponsor's limited experience with securitizations; Alignment of
Interests is low/medium versus medium due to the full turbo
structure and significant retained equity of the sponsor.

PRINCIPAL METHODOLOGY

A hybrid approach was used for the lease credit portion of this
transaction. Qualitatively, the methodologies used in rating
traditional equipment lease transactions were, "Moody's Approach
to Rating Securities Backed by Equipment Leases and Loans",
published in March, 2007, and the fleet lease methodology as
described in "Moody's Approach to Rating Fleet Lease-Backed ABS",
published in December, 2011.

The quantitative analysis normally used for equipment lease
transactions was not used as the equipment lease pool in this
transaction is not very granular and has a large portion of leases
with investment grade corporates. In contrast to a traditional
equipment lease pool, but similar to a fleet leasing pool,
incidences of default to date have been relatively few in number
but individual obligor concentrations in this pool are high. As
such, in assessing the adequacy of the credit enhancement in the
transaction, Moody's applied the CDOROM approach as described in
the fleet lease methodology. Other methodologies and factors that
may have been considered in the process of rating this issue can
also be found on Moody's website.

Moody's Parameter Sensitivities: If the expected recovery rate
used in determining the initial rating were changed to 40%, 30%,
or 20% the initial model-indicated rating for the Class A notes
might change from A2 to A2, Baa1, and Baa3, respectively. If the
expected recovery rate used in determining the initial rating were
changed to 45%, 35%, or 25%, the initial model-indicated rating
for the Class B notes might change from Baa2 to Baa3, Ba3, and
determining the initial rating were changed to 50%, 40%, or 30%,
the initial model-indicated rating for the Class C notes might
change from Ba2 to Ba3, B3, and 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.


FANNIE MAE 2002-W1: Moody's Corrects Ba3 Downgrade on 2 Tranches
----------------------------------------------------------------
Moody's Investors Service has corrected the ratings of Class 1A-IO
and Class 2A-IO from Fannie Mae REMIC Trust 2002-W1 to Ba3 (sf)
from Aaa (sf). These two classes are interest-only tranches with
notional balances linked to Category 1 Loans and Category 2 Loans,
respectively. The collateral backing this transaction consists of
first-lien fixed and adjustable rate mortgage loans insured by the
Federal Housing Administration (FHA) an agency of the U.S.
Department of Urban Development (HUD) or guaranteed by the
Veterans Administration (VA).

Ratings for these tranches should have been downgraded to Ba3 (sf)
from Aaa (sf) on February 22, 2012, when Moody's took action on
RMBS interest-only securities issued between 1996 and 2010, but
were instead affirmed at Aaa (sf) due to an internal
administrative error.

Moody's has now corrected its systems to reflect a downgrade for
the ratings of Class 1A-IO and Class 2A-IO to Ba3 (sf) from Aaa
(sf) as of February 22, 2012.


FLAGSHIP CLO IV: S&P Affirms 'B+' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A Funded, A Revolving, B, and C notes and affirmed its rating on
the Class D notes from Flagship CLO IV, a collateralized loan
obligation (CLO) transaction managed by Deutsche Asset Management
Inc.  At the same time, S&P removed the ratings on all of these
classes from CreditWatch with positive implications.

The rating actions follows S&P's performance review of Flagship
CLO IV and reflect $179.5 million in paydowns to the Class A
Funded and A Revolving notes since its December 2011 rating
actions, when S&P raised its ratings on four classes of notes.
The Class A Funded and A Revolving notes have paid down to 42.1%
of their original balances, leading to an increase in
overcollateralization (O/C) available to support the notes.  The
transaction has benefited from the receipt of principal proceeds
from prepayments and sales of defaulted assets, which have led to
improvement in the credit quality of the collateral.  For S&P's
analysis, it observed $1.78 million in defaulted assets, down from
$3.60 million noted in the November 2011 trustee report, which S&P
referenced for its December 2011 rating actions.  S&P also
observed that assets from obligors rated in the 'CCC' category
were reported at $9.95 million in May 2013 compared with
$24.75 million in November 2011.

The obligor concentration supplemental test (which is part of
S&P's criteria for rating corporate CDO transactions) affected the
rating on the Class D notes.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Flagship CLO IV
                            Rating
Class                   To           From
A Funded                AAA (sf)     AA (sf)/Watch Pos
A Revolving             AAA (sf)     AA (sf)/Watch Pos
B                       AA+ (sf)     A- (sf)/Watch Pos
C                       BBB (sf)     BB+ (sf)/Watch Pos
D                       B+ (sf)      B+ (sf)/Watch Pos


FM LEVERAGED II: Moody's Ups Rating on Class E Notes From 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by FM Leveraged Capital Fund II:

$34,935,000 Class C Third Priority Deferrable Floating Rate Notes
due 2020, Upgraded to Aaa (sf); previously on August 17, 2012
Upgraded to Aa1 (sf);

$22,605,000 Class D Fourth Priority Deferrable Floating Rate Notes
due 2020, Upgraded to Aa1 (sf); previously on August 17, 2012
Upgraded to A2 (sf);

$20,550,000 Class E Fifth Priority Deferrable Floating Rate Notes
due 2020, Upgraded to Baa3 (sf); previously on August 17, 2012
Upgraded to Ba2 (sf).

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

$24,660,000 Class B Second Priority Senior Floating Rate Notes due
2020 (current outstanding balance of $22,613,036), Affirmed Aaa
(sf); previously on October 17, 2011 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2012. Moody's notes that the Class A-1
Notes and the Class A-2 Notes have been fully paid down, and the
Class B Notes, (i.e., the senior-most class of notes), have been
paid down by approximately 8.3% or $2 million since the last
rating action. Moody's also notes that the collateral coverage
ratios have increased since the last rating action. Based on the
latest trustee report dated May 8, 2013, the Class A/B, Class C,
Class D and Class E overcollateralization ratios are reported at
169.8%, 136.6%, 121.3% and 110.1%, respectively, versus July 2012
levels of 147.1%, 125.6%, 114.7% and 106.4%, respectively. The
trustee reported overcollateralization ratios do not reflect the
principal payments distributed on the May 15, 2013 payment date.
In addition, Moody's modeled a higher weighted average spread in
this rating analysis as compared to the last rating action.

Notwithstanding the positive factors, Moody's notes that the
credit quality of the underlying portfolio has deteriorated since
the last rating action. Based on the May 2013 trustee report, the
weighted average rating factor is 2759 compared to 2585 in August
2012.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $118.7 million, defaulted par of $7.1 million,
a weighted average default probability of 19.68% (implying a WARF
of 3184), a weighted average recovery rate upon default of 47.62%,
and a diversity score of 26. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

FM Leveraged Capital Fund II, issued in November 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF + 20% (3821)

Class B: 0
Class C: 0
Class D: -1
Class E: -1

Moody's Adjusted WARF - 20% (2547)

Class B: 0
Class C: 0
Class D: +1
Class E: +2

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.

3) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.

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


GALAXY VI: Moody's Raises Rating on Class D Notes From 'Ba2'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Galaxy VI CLO, Ltd.:

$35,000,000 Class B Senior Floating Rate Notes Due 2018, Upgraded
to Aaa (sf); previously on August 9, 2011 Upgraded to A2 (sf);

$13,700,000 Class C-1 Deferrable Mezzanine Floating Rate Notes Due
2018, Upgraded to A1 (sf); previously on August 9, 2011 Upgraded
to Baa3 (sf);

$7,000,000 Class C-2 Deferrable Mezzanine Fixed Rate Notes Due
2018, Upgraded to A1 (sf); previously on August 9, 2011 Upgraded
to Baa3 (sf);

$25,700,000 Class D Deferrable Mezzanine Floating Rate Notes Due
2018 (current outstanding balance of $21,407,164), Upgraded to
Baa3 (sf); previously on August 9, 2011 Upgraded to Ba2 (sf);

$10,000,000 Class Z Combination Notes Due 2018 (current rated
balance of $3,778,279), Upgraded to Aaa (sf); previously on August
9, 2011 Upgraded to Baa1 (sf).

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

$321,400,000 Class A-1 Senior Term Notes Due 2018 (current
outstanding balance of $174,245,030), Affirmed Aaa (sf);
previously on August 9, 2011 Upgraded to Aaa (sf);

$50,000,000 Class A-2 Senior Revolving Notes Due 2018 (current
outstanding balance of $27,107,192), Affirmed Aaa (sf); previously
on August 9, 2011 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2011. Moody's notes that the Class A
Notes have been paid down by approximately $170 million or 46%
since the last rating action. Based on Moody's calculations, the
Class A/B, Class C and Class D overcollateralization ratios are
132.7%, 122.0% and 112.6%, respectively, versus reported August
2011 levels of 118.9%, 113.1% and 107.7%, respectively. The
Moody's calculated overcollateralization ratios reflect the
deleveraging of the Class A Notes on the June 13, 2013 payment
date.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio since the last
rating action in August 2011. Based on the June 2013 trustee
report, the weighted average rating factor is currently 2406
compared to 2575 in July 2011.

According to Moody's, the rating actions taken on the notes also
reflect the benefit of the end of the deal's reinvestment period
in June 2013. In consideration of the reinvestment restrictions
applicable during the amortization period, and therefore limited
ability to effect significant changes to the current collateral
pool, Moody's analyzed the deal assuming a higher likelihood that
the collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from lower WARF
compared to the levels assumed at the last rating action in August
2011. Moody's modeled a WARF of 2528 compared to 2805 at the time
of the last rating action. Additionally, the deal benefited from a
reduction in the weighted average life of the underlying portfolio
compared to the last rating action in August 2011.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $421 million, defaulted par of $3.5 million, a
weighted average default probability of 15.83% (implying a WARF of
2528), a weighted average recovery rate upon default of 50.58%,
and a diversity score of 57. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Galaxy VI CLO, Ltd., issued in May 2006, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class Z Combination
Notes was "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (2023)

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

Moody's Adjusted WARF + 20% (3034)

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

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.


GALLATIN CLO 2012-1: S&P Affirms 'BB' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Gallatin CLO IV 2012-1 Ltd./Gallatin CLO IV 2012-1 LLC's
$283.5 million floating-rate notes following the transaction's
effective date as of Feb. 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 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," S&P said.

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

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our 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 we deem
necessary," S&P noted.

          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

Gallatin CLO IV 2012-1 Ltd./Gallatin CLO IV 2012-1 LLC

Class                    Rating                     Amount
                                                  (mil. $)
A                        AAA (sf)                   189.00
B                        AA (sf)                     39.00
C (deferrable)           A (sf)                      24.00
D (deferrable)           BBB (sf)                    12.00
E (deferrable)           BB (sf)                     14.00
F (deferrable)           B (sf)                       5.50


GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1, A-2, B, and D notes from Gleneagles CLO Ltd., a cash flow
U.S. collateralized loan obligation (CLO) transaction managed by
Highland Capital Management L.P.  Concurrently, S&P affirmed its
rating on the Class C notes.

The transaction has entered its amortization phase following the
end of its reinvestment period in November 2012, and it has
commenced paying down the Class A-1 notes.  The Class A-1 balance,
after taking into account the May 1 2013, distribution, is $360.7
million, which is 58.19% of the original balance.  This is down
from $573.2 million (92.5% of the original balance) in
April 2011, which S&P used for the analysis that led to its
May 2011 rating actions.

The paydowns will increase the overcollateralization (O/C)
available to support the notes.  For instance, as per the
April 22, 2013, monthly trustee report, the Class A/B O/C ratio
was 118.25%; S&P expects that this will increase to about 124%
when taking into account the lower balance of the A-1 notes.

The transaction is structured such that a reinvestment O/C test is
measured for the life of the transaction.  This test is the Class
D O/C ratio measured at a higher level (than the Class D O/C test)
in the interest proceeds section of the waterfall.  Failure of
this test diverts up to 50% of the available interest proceeds to
the principal proceeds account.  This test was failing as per the
April 2013 monthly trustee report and caused diversion of the
required interest proceeds on the May 1, 2013, distribution date.
S&P expects that this O/C ratio will increase -- and could pass
the reinvestment O/C test--when calculated after the May 1
paydowns.

The balance of the Class D note is 58.21% of its original balance;
the lower balance stems from paydowns following the failure of the
Class D O/C test.  The transaction is structured such that the
Class D O/C cure in the interest proceeds section of the waterfall
diverts available interest proceeds--after payment of any Class D
deferred interest--to pay down the Dlass D note until the test is
cured.  This test was failing during our May 2011 rating action
but has since been passing.

All coverage tests are currently passing.  S&P upgraded the Class
A-1, A-2, B, and D tranches due to the increase in their credit
support.  The affirmation of the Class C notes rating reflects the
availability of credit support at the current rating level.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Raised

Gleneagles CLO Ltd.
              Rating
Class     To           From
A-1       AAA (sf)     AA+ (sf)
A-2       AAA (sf)     AA+ (sf)
B         AA (sf)      A+ (sf)
D         B- (sf)      CCC+ (sf)

Rating Affirmed

Gleneagles CLO Ltd.
Class     Rating
C         BBB (sf)

TRANSACTION INFORMATION

Issuer:             Gleneagles CLO Ltd.
Coissuer:           Gleneagles CLO Corp.
Collateral manager: Highland Capital Management L.P.
Underwriter:        Banc of America Securities LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


GLG ORE 2013-1: S&P Assigns 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to GLG Ore
Hill CLO 2013-1's $384.5 million notes.

The note issuance is a CLO 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 notes through the
      subordination of cash flows that are payable to the
      subordinated notes.

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which it assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.28%-13.84%.

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

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

          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/1595.pdf

RATINGS ASSIGNED

GLG Ore Hill CLO 2013-1, Ltd./GLG Ore Hill CLO 2013-1 LLC

  Class       Rating       Amount
                          (mil. $)

  X-1         AAA(sf)      3.00
  X-2         AAA (sf)     3.00
  A           AAA (sf)     249.00
  B-1         AA (sf)      44.50
  B-2         AA (sf)      11.00
  C-1         A (sf)       18.50
  C-2         A (sf)       8.00
  D           BBB (sf)     21.50
  E           BB (sf)      17.00
  F           B (sf)       9.00


GLENEAGLES CLO: S&P Raises Rating on Class D Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1, A-2, B, and D notes from Gleneagles CLO Ltd., a cash flow
U.S. collateralized loan obligation (CLO) transaction managed by
Highland Capital Management L.P.  Concurrently, S&P affirmed its
rating on the Class C notes.

The transaction has entered its amortization phase following the
end of its reinvestment period in November 2012, and it has
commenced paying down the Class A-1 notes.  The Class A-1 balance,
after taking into account the May 1 2013, distribution, is $360.7
million, which is 58.19% of the original balance.  This is down
from $573.2 million (92.5% of the original balance) in
April 2011, which S&P used for the analysis that led to its
May 2011 rating actions.

The paydowns will increase the overcollateralization (O/C)
available to support the notes.  For instance, as per the
April 22, 2013, monthly trustee report, the Class A/B O/C ratio
was 118.25%; S&P expects that this will increase to about 124%
when taking into account the lower balance of the A-1 notes.

The transaction is structured such that a reinvestment O/C test is
measured for the life of the transaction.  This test is the Class
D O/C ratio measured at a higher level (than the Class D O/C test)
in the interest proceeds section of the waterfall.  Failure of
this test diverts up to 50% of the available interest proceeds to
the principal proceeds account.  This test was failing as per the
April 2013 monthly trustee report and caused diversion of the
required interest proceeds on the May 1, 2013, distribution date.
S&P expects that this O/C ratio will increase -- and could pass
the reinvestment O/C test -- when calculated after the May 1
paydowns.

The balance of the Class D note is 58.21% of its original balance;
the lower balance stems from paydowns following the failure of the
Class D O/C test.  The transaction is structured such that the
Class D O/C cure in the interest proceeds section of the waterfall
diverts available interest proceeds--after payment of any Class D
deferred interest--to pay down the Dlass D note until the test is
cured.  This test was failing during our May 2011 rating action
but has since been passing.

All coverage tests are currently passing.  S&P upgraded the Class
A-1, A-2, B, and D tranches due to the increase in their credit
support.  The affirmation of the Class C notes rating reflects the
availability of credit support at the current rating level.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Raised

Gleneagles CLO Ltd.
              Rating
Class     To           From
A-1       AAA (sf)     AA+ (sf)
A-2       AAA (sf)     AA+ (sf)
B         AA (sf)      A+ (sf)
D         B- (sf)      CCC+ (sf)

Rating Affirmed

Gleneagles CLO Ltd.
Class     Rating
C         BBB (sf)

TRANSACTION INFORMATION

Issuer:             Gleneagles CLO Ltd.
Coissuer:           Gleneagles CLO Corp.
Collateral manager: Highland Capital Management L.P.
Underwriter:        Banc of America Securities LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


HELLER 2000 PH-1: Moody's Affirms Ratings on 2 Cert. Classes
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two CMBS classes
of Heller Financial Commercial Mortgage Asset Corp., Mortgage
Pass-Through Certificates, Series 2000 PH-1 as follows:

Cl. H, Affirmed Ca (sf); previously on Jun 15, 2012 Downgraded to
Ca (sf)

Cl. X, Affirmed Caa3 (sf); previously on Jun 15, 2012 Downgraded
to Caa3 (sf)

Ratings Rationale:

The rating of Class H is consistent with current Moody's expected
loss and thus is affirmed. The rating of the IO Class, Class X, is
consistent with the weighted average rating factor (WARF) of its
referenced classes and is also affirmed.

Moody's rating action reflects a base expected loss of 1.6% of the
current balance. At last review, Moody's base expected loss was
14.0%. Realized losses have increased from 5.9% of the original
balance to 6.8% since the prior review. Moody's base expected loss
plus realized losses is now 6.9% of the original pooled balance,
compared to 6.8% at last review.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September 2000
and "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

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.

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 7 compared to 4 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 15, 2012.

Deal Performance:

As of the May 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $28.3
million from $956.9 million at securitization. The Certificates
are collateralized by 15 mortgage loans ranging in size from less
than 1% to 15% of the pool. Six loans, representing 27% of the
pool, have defeased and are secured by U.S. Government securities.
The pool does not contain any loans with credit assessments.

There are currently no loans on the master servicer's watchlist or
in special servicing.

Moody's was provided with full year 2012 operating results for 89%
of the pool's non-defeased loans. Moody's weighted average LTV is
64% compared to 69% 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 10.4%.

Moody's actual and stressed DSCRs are 1.35X and 1.91X,
respectively, compared to 1.29X and 1.60X 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 40% of the pool. The largest
conduit loan is the Centre 71 and Centre 71 Annex Loan ($4.2
million -- 15.0% of the pool), which is secured by a 81,360 square
foot (SF) retail center in Tulsa, Oklahoma. The property is
located across a major thoroughfare from the super-regional
Woodland Hills Mall. At year-end 2012 reporting, the Centre 71
Annex was 65% leased, while the Centre 71 building was 86% leased.
The tenancy at the center consists primarily of local retailers.
The loan has passed its anticipated repayment date (ARD) in
October 2009. Moody's LTV and stressed DSCR are 97% and 1.23X,
respectively, compared to 99% and 1.20X at last review.

The second largest conduit loan is the B&A Self Storage Loan ($3.6
million -- 12.7% of the pool). The loan is secured by a 110,728 SF
self-storage facility located in Los Angeles, CA. Loan benefits
from amortization. Moody's LTV and stressed DSCR are 45% and
2.42X, respectively, compared to 56% and 1.92X at last review.

The third largest conduit loan is The Sports Authority (Boca
Raton, FL) Loan ($3.6 million -- 12.6% of the pool), which is
secured by a 43,176 SF single tenant retail building leased to
Sports Authority Inc. (Corporate Family Ratings B3, Stable
Outlook) through January 2020. Moody's LTV and stressed DSCR are
46% and 2.47X, respectively, compared to 54% and 2.12X at last
review.


HIGHLAND LOAN V: S&P Affirms 'CC(sf)' Ratings on 3 Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-II-A and A-II-B notes from Highland Loan Funding V Ltd., a cash
flow U.S. collateralized loan obligation (CLO) transaction managed
by Highland Capital Management L.P.  Concurrently, S&P affirmed
its ratings on the four other classes.

The transaction is in its amortization phase.  It is expected to
mature on Aug. 1, 2014, which is fewer than 14 months away.  The
transaction has been paying down its senior notes, and S&P
withdrew its rating on the Class A-1 note on June 7, 2013,
following its full repayment during its May 2013 distribution.
During that same distribution, the Class A-II-A and A-II-B notes
also received a paydown, which reduced their balance to 79% of
their original balance, increasing their credit support.

The Class A principal coverage ratio (i.e.,
overcollateralization), which was 152.115% as of the April 2013
monthly report, will likely increase to more than 200% if the May
1, 2013, paydowns are considered.

Although the credit support has increased, S&P's analysis also
took into account that more than half of the transaction's
performing assets have a maturity date past the transaction's
maturity in August 2014.  In addition, the Class B principal
coverage test is now passing, which will allow the Class C notes
to receive their current interest.

S&P is aware that the transaction has equity shares from companies
with debt that was either restructured or went through
reorganization.  S&P has not given any credit to such holdings for
this analysis, but it could consider them once they are sold or
otherwise monetized.

S&P upgraded the Class A-II-A and A-II-B ratings due to the
increase in its credit support.  The affirmations of the other
ratings reflect the availability of credit support at the current
rating level.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Raised

Highland Loan Funding V Ltd.
              Rating
Class     To           From
A-II-A    BBB+ (sf)    BB+ (sf)
A-II-B    BBB+ (sf)    BB+ (sf)

Ratings Affirmed

Highland Loan Funding V Ltd.
Class     Rating
B         CCC- (sf)
C-1       CC (sf)
C-2       CC (sf)
D         CC (sf)

TRANSACTION INFORMATION

Issuer:             Highland Loan Funding V Ltd.
Coissuer:           Highland Loan Funding V Corp.
Collateral manager: Highland Capital Management L.P.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


KKR FINANCIAL 2013-1: S&P Gives Prelim. BB Rating to Cl. D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to KKR Financial CLO 2013-1 Ltd./KKR Financial CLO 2013-1
LLC's $458.50 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 preliminary ratings are based on information as of June 17,
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 collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and
      ultimate principal payments on the preliminary rated notes,
      which it assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest rate scenarios, including
      LIBOR ranging from 0.29%-11.57%.

   -- 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/1613.pdf

PRELIMINARY RATINGS ASSIGNED

KKR Financial CLO 2013-1 Ltd./KKR Financial CLO 2013-1 LLC

Class                 Rating                   Amount
                                              (mil. $)
A-1                   AAA (sf)                 311.50
A-2A                  AA (sf)                   45.00
A-2B                  AA (sf)                   16.50
B (deferrable)        A (sf)                    35.00
C (deferrable)        BBB (sf)                  24.50
D (deferrable)        BB (sf)                   26.00
Subordinated notes    NR                        60.90

NR-Not rated.


MORGAN STANLEY 2000-LIFE1: S&P Raises Rating on Cl. H Notes to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
H commercial mortgage pass-through certificate from Morgan Stanley
Dean Witter Capital I Trust 2000-LIFE1, a U.S. CMBS transaction.
Concurrently, S&P affirmed its rating on the class J commercial
mortgage pass-through certificate from the same transaction.

The upgrade and affirmation follows S&P's analysis of the
transaction, primarily using its criteria for rating U.S. and
Canadian CMBS.  S&P's analysis included a review of the credit
characteristics of the five loans that remain in the pool, the
transaction structure, and the liquidity available to the trust.
The upgrade also reflects S&P's view regarding the current and
future performance of the transaction's collateral, as well as the
deleveraging of the trust balance.

While available credit enhancement levels may suggest further
positive rating movement, S&P's analysis also considered the
largest loan in the pool, United Health Care Building
($10.2 million, 73.1%), which is with the special servicer, NS
Servicing II; the reduced liquidity available to support the
trust; and potential interest shortfalls in the future.

As of the May 15, 2013 trustee remittance report, the collateral
pool consisted of five loans with an aggregate principal balance
of $14.0 million, down from 133 loans with a $689.0 million
balance at issuance.

The largest loan in the pool ($10.2 million, 73.1%), the United
Health Care Building loan, is secured by a 142,346-sq.-ft.
suburban office building located in Columbus, Ohio.  The loan was
transferred to the special servicer on Jan. 4, 2011 as a result of
an imminent maturity default.  According to the special servicer,
the reorganization and workout strategy for this asset will
commence at the conclusion of the ongoing borrower bankruptcy
case, which is anticipated to occur within the next 90 to 180
days.  The loan remains current, with excess cash flow from the
property being held in escrow until the court hearings are
finalized.  The occupancy at the property was 86.5%, according to
the Dec. 31, 2012 rent roll, with additional major leases expiring
before December 2014.  S&P expects a minimal loss upon the
eventual resolution of this asset.

The four remaining loans in aggregate comprise 26.9% of the pool,
with a balance of $3.8 million.  Three of these loans have
exhibited stable historical performance, while one, the Woodward
Business Park loan ($795,866, 5.7%), is currently on the master
servicer's watchlist because of major near-term lease expirations
at the property.  Debt service coverage was 1.31x for the year
ended Dec. 31, 2012, and occupancy was 95.8% as per the April, 15,
2013 rent roll.

          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 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATING RAISED

Morgan Stanley Dean Witter Capital I Trust 2000-LIFE1
Commercial mortgage pass-through certificates

         Rating     Rating
Class    To         From       Credit enhancement (%)

H        BB+ (sf)   B- (sf)    55.69

RATING AFFIRMED

Morgan Stanley Dean Witter Capital I Trust 2000-LIFE1
Commercial mortgage pass-through certificates

Class        Rating            Credit enhancement (%)
J            CCC- (sf)         6.44


MOUNTAIN CAPITAL V: Moody's Lifts Cl. B-1L Notes' Rating From Ba1
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Moody's Investors Service upgraded the ratings of the following
notes issued by Mountain Capital CLO V Ltd.:

$15,000,000 Class A-2L Floating Rate Notes Due September 15, 2018,
Upgraded to Aaa (sf); previously on August 8, 2012 Upgraded to Aa1
(sf)

$19,000,000 Class A-3L Floating Rate Notes Due September 15, 2018,
Upgraded to Aa3 (sf); previously on August 8, 2012 Upgraded to A2
(sf)

$11,000,000 Class B-1L Floating Rate Notes Due September 15, 2018,
Upgraded to Baa2 (sf); previously on August 25, 2011 Upgraded to
Ba1 (sf)

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

$191,000,000 Class A-1L Floating Rate Notes Due September 15, 2018
(current outstanding balance $126,901,395.91), Affirmed Aaa (sf);
previously on August 25, 2011 Upgraded to Aaa (sf)

$30,000,000 Class A-1LA Floating Rate Notes Due September 15, 2018
(current outstanding balance $18,925,372.07), Affirmed Aaa (sf);
previously on August 31, 2006 Assigned Aaa (sf)

$3,000,000 Class A-1LB Floating Rate Notes Due September 15, 2018,
Affirmed Aaa (sf); previously on August 8, 2012 Upgraded to Aaa
(sf)

$10,500,000 Class B-2L Floating Rate Notes Due September 15, 2018
(current outstanding balance of $9,718,389.47), Affirmed Ba3 (sf);
previously on August 25, 2011 Upgraded to Ba3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2012. Moody's notes that the Class A-
1L Notes and Class A-1LA Notes have been paid down by
approximately $61.6 million or 32.3% and $10.6 million or 35.5%
respectively, since the last rating action. Based on the latest
trustee report dated May 2, 2013, the Senior Class A, Class A, and
Class B-1 overcollateralization ratios are reported at 129.4%,
116.0%, and 109.4%, respectively, versus July 2012 levels of
122.9%, 113.8%, and 109.1%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the May 2013 trustee
report, the weighted average rating factor is currently 2756
compared to 2611 in July 2012.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $211.2 million, defaulted par of $3.6 million,
a weighted average default probability 19.21% (implying a WARF of
2879), a weighted average recovery rate upon default of 51.89%,
and a diversity score of 52. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Mountain Capital CLO V Ltd., issued in June 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (2303)

Class A-1L: 0
Class A-1LA: 0
Class A-1LB: 0
Class A-2L: 0
Class A-3L: +2
Class B-1L: +2
Class B-2L: +1

Moody's Adjusted WARF + 20% (3455)

Class A-1L: 0
Class A-1LA: 0
Class A-1LB: 0
Class A-2L: 0
Class A-3L: -2
Class B-1L: -2
Class B-2L: -1

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.



MOUNTAIN VIEW 2006-1: S&P Raises Rating on Class E Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B-1, B-2, C-1, C-2, D, and E notes from Mountain View
Funding CLO 2006-1 Ltd., a U.S. collateralized loan obligation
(CLO) transaction managed by Seix Investment Advisors LLC.

The upgrades partially reflect paydowns to the class A-1 and A-2
notes since June 2011, when S&P last raised its ratings on all of
the notes.  Since that time, the transaction has paid down the
class A-1 and A-2 notes by approximately $4.1 million, leaving the
notes at 97.82% of their original balances.  Though the
transaction exited its reinvestment period in April 2012, as per
the transaction documents, the collateral manager has been able to
reinvest unscheduled principal proceeds.  Subsequently, the
transaction has not experienced a large amount of delevering at
this point.  However, it's S&P's understanding that it should
observe a more accelerated pace of paydowns going forward.

The upgrades also reflect a slight improvement in the asset
performance of the underlying portfolio since S&P's June 2011
actions.  As of the June 2013 trustee report, the transaction had
$5.59 million of defaulted assets.  This was down from the
$6.75 million reported in the April 2011 trustee report.
Furthermore, assets from obligors rated in the 'CCC' category were
reported at $15.77 million in June 2013, down from the
$23.53 million reported in the April 2011 trustee report.

Furthermore, the upgrades also reflect an improvement in the
overcollateralization (O/C) available to support the notes.  The
trustee reported the following O/C ratios in the June 2013 monthly
report:

   -- The class A/B O/C ratio was 120.57%, compared with a
      reported ratio of 119.82% in April 2011;

   -- The class C O/C ratio was 113.40%, compared with a reported
      ratio of 112.77% in April 2011;

   -- The class D O/C ratio was 107.95%, compared with a reported
      ratio of 107.41% in April 2011; and

   -- The class E O/C ratio was 104.48%, compared with a reported
      ratio of 103.98% in April 2011.

The raised rating on the class E notes was restricted by the
application of S&P's largest-obligor default test--one of the two
supplemental tests that S&P introduced as part of its revised
corporate CDO criteria.

S&P applies the supplemental tests to address event risk and model
risk that may be present in rated transactions.  The largest
obligor default test assesses whether a CDO tranche has sufficient
credit enhancement (excluding excess spread) to withstand
specified combinations of underlying asset defaults based on the
ratings on the underlying assets, with a flat recovery.

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 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

RATING ACTIONS

Mountain View Funding CLO 2006-1, Ltd.

                   Rating
Class         To           From

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

TRANSACTION INFORMATION
Issuer:             Mountain View Funding CLO 2006-1, Ltd.
Co-issuer:          Mountain View Funding CLO 2006-1, Corp.
Collateral manager: Seix Investment Advisors LLC
Underwriter:        Suntrust Robinson Humphrey
Trustee:            Bank of New York Mellon (The)
Transaction type:   Cash flow CDO


NEWSTAR 2007-1: Moody's Raises Rating on Cl. E Notes to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by NewStar Commercial Loan Trust 2007-1:

$24,000,000 Class B Floating Rate Deferrable Interest Notes Due
2022, Upgraded to Aa1 (sf); previously on November 21, 2011
Upgraded to Aa3 (sf);

$58,500,000 Class C Floating Rate Deferrable Interest Notes Due
2022, Upgraded to A2 (sf); previously on November 21, 2011
Upgraded to Baa1 (sf);

$27,000,000 Class D Floating Rate Deferrable Interest Notes Due
2022, Upgraded to Baa2 (sf); previously on November 21, 2011
Upgraded to Ba1 (sf);

$29,100,000 Class E Floating Rate Deferrable Interest Notes Due
2022, Upgraded to Ba2 (sf); previously on November 21, 2011
Upgraded to Ba3 (sf).

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

$336,500,000 Class A-1 Floating Rate Notes Due 2022 (current
outstanding balance of $317,888,990), Affirmed Aaa (sf);
previously on November 21, 2011 Upgraded to Aaa (sf);

$100,000,000 Class A-2 Revolving Floating Rate Notes Due 2022
(current outstanding balance of $99,999,922), Affirmed Aaa (sf);
previously on November 21, 2011 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the end of the deal's reinvestment period
in May 2013. In consideration of the reinvestment restrictions
applicable during the amortization period, and therefore limited
ability to effect significant changes to the current collateral
pool, Moody's analyzed the deal assuming a higher likelihood that
the collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from higher spread
levels compared to the levels assumed at the last rating action in
November 2011. Moody's modeled a weighted average spread of 5.05%
compared to 4.30% at the time of the last rating action. Moody's
also notes that the transaction's reported overcollateralization
ratios are stable since the last rating action.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $584.79 million, no defaulted par, a weighted
average default probability of 26.28% (implying a WARF of 4138), a
weighted average recovery rate upon default of 50.06%, and a
diversity score of 46. The default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed. The default probability is
derived from the credit quality of the collateral pool and Moody's
expectation of the remaining life of the collateral pool. The
average recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

NewStar Commercial Loan Trust 2007-1, issued in June 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans issued by middle market obligors.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

Moody's also notes that a material proportion of the collateral
pool includes debt obligations whose credit quality has been
assessed through Moody's Credit Estimates ("CEs"). Moody's
analysis reflects the application of certain adjustments with
respect to the default probabilities associated with CEs.
Specifically, Moody's assumed an equivalent of Caa3 for assets
with CEs that were not updated within the last 15 months, which
represent approximately 8.64% of the collateral pool.

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

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

Moody's Adjusted WARF -- 20% (3310)

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

Moody's Adjusted WARF + 20% (4966)

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

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

Sources of additional performance uncertainties:

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

2) Post-Reinvestment Period Loan Substitution: Subject to certain
requirements, the deal is allowed to substitute certain loans
after the end of the reinvestment period, and as such the manager
has the flexibility to deteriorate some collateral quality metrics
to the covenant levels. In particular, Moody's tested for a
possible extension of the actual weighted average life in its
analysis given that the post-reinvestment period substitution
criteria has loose restrictions on the weighted average life of
the portfolio.

3) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability adjustments Moody's may assume in lieu of
updated credit estimates.


OAK HILL IV: Moody's Raises Rating on 3 Note Classes From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Oak Hill Credit Partners IV, Limited:

$30,800,000 Class A-2a Senior Secured Floating Rate Notes Due
2021, Upgraded to Aaa (sf); previously on May 9, 2013 Aa1 (sf)
Placed Under Review for Possible Upgrade

$5,000,000 Class A-2b Senior Secured Fixed Rate Notes Due 2021,
Upgraded to Aaa (sf); previously on May 9, 2013 Aa1 (sf) Placed
Under Review for Possible Upgrade

$21,000,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to Aa2 (sf); previously on May 9, 2013 A1
(sf) Placed Under Review for Possible Upgrade

$18,000,000 Class B-2 Senior Secured Deferrable Fixed Rate Notes
Due 2021, Upgraded to Aa2 (sf); previously on May 9, 2013 A1 (sf)
Placed Under Review for Possible Upgrade

$12,800,000 Class C-1 Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Baa3 (sf); previously on May 9, 2013 Ba1 (sf)
Placed Under Review for Possible Upgrade

$24,200,000 Class C-2 Secured Deferrable Fixed Rate Notes Due
2021, Upgraded to Baa3 (sf); previously on May 9, 2013 Ba1 (sf)
Placed Under Review for Possible Upgrade

$20,000,000 Class C-3 Secured Deferrable Discount Notes Due 2021;
Upgraded to Baa3 (sf); previously on May 9, 2013 Ba1 (sf) Placed
Under Review for Possible Upgrade

$6,000,000 Type II Composite Notes Due 2021 (current rated balance
of $333,875), Upgraded to Aa1 (sf); previously on May 9, 2013 Aa3
(sf) Placed Under Review for Possible Upgrade

$5,000,000 Type V Composite Notes (current rated balance of
$2,876,674), Upgraded to Aaa (sf); previously on May 9, 2013 Aa3
(sf) Placed Under Review for Possible Upgrade

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

$70,000,000 Class A-1a Senior Secured Revolving Floating Rate
Notes Due 2021 (current outstanding balance of $36,411,838),
Affirmed Aaa (sf); previously on July 18, 2011 Upgraded to Aaa
(sf)

$385,000,000 Class A-1b Senior Secured Floating Rate Notes Due
2021 (current outstanding balance of $200,265,111), Affirmed Aaa
(sf); previously on July 18, 2011 Upgraded to Aaa (sf)

$15,000,000 Type VI Composite Notes Due 2021 (current rated
balance of $5,488,908), Affirmed Aaa (sf); previously on July 18,
2011 Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are a
result of applying revised CLO assumptions described in "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in May 2013 as well as deleveraging of the senior notes.
In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class A-2a
Notes, Class A-2b Notes, Class B-1 Notes, Class B-2 Notes, Class
C-1 Notes, Class C-2 Notes, Class C-3 Notes, Type II Composite
Notes, and Type V Composite Notes announced on May 9, 2013.

These actions reflect key changes to modeling assumptions applied
by Moody's in its methodology for rating CLOs, which impact
transactions that have material exposure to collateral other than
first-lien loans. As part of the methodology update, Moody's uses
its corporate family rating, when available, to determine the
default probability of both first-lien loans and other less common
instruments, including senior secured, senior unsecured and
subordinated bonds, senior secured floating rate notes, as well as
second-lien and senior unsecured loans. Moody's also harmonized
its recovery rate treatment of senior secured bonds, second-lien
loans and senior secured floating rate notes as one group, and
senior unsecured loans, senior unsecured bonds and subordinated
bonds as another. These changes benefit transactions with material
exposure to collateral other than first-lien loans through lower
WARF and higher WARR assumptions compared to those in the previous
methodology.

In addition to the benefit from changes in modeling assumptions,
the rating actions taken on the notes are primarily a result of
deleveraging of the senior notes and an increase in the
transaction's overcollateralization ratios since the rating action
in July 2011. Moody's notes that the Class A-1 Notes have been
paid down by approximately 48% or $218 million since the last
rating action. Based on the latest trustee report dated May 1,
2013, the Class A, Class B, and Class C overcollateralization
ratios are reported at 143.5%, 128.7% and 111.9%, respectively,
versus June 2011 levels of 130.8%, 121.1% and 109.4%,
respectively. The May 2013 trustee reported overcollateralization
ratios do not reflect the $67.8 million paydown to the Class A-1
Notes on the May 17, 2013 payment date.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $407 million, defaulted par of $14.3 million,
a weighted average default probability of 16.2% (implying a WARF
of 2593), a weighted average recovery rate upon default of 49.6%,
and a diversity score of 33. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Oak Hill Credit Partners IV, Limited, issued in July 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans and senior unsecured bonds.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Type II, V and VI
Composite Notes was "Using the Structured Note Methodology to Rate
CDO Combo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

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

Moody's Adjusted WARF -- 20% (2074)

Class A-1a: 0
Class A-1b: 0
Class A-2a: 0
Class A-2b: 0
Class B-1: +2
Class B-2: +2
Class C-1: +2
Class C-2: +2
Class C-3: +2

Type II Composite: +1
Type V Composite: 0
Type VI Composite: 0

Moody's Adjusted WARF + 20% (3112)

Class A-1a: 0
Class A-1b: 0
Class A-2a: 0
Class A-2b: 0
Class B-1: -1
Class B-2: -1
Class C-1: -1
Class C-2: -1
Class C-3: -1

Type II Composite: -1
Type V Composite: -1
Type VI Composite: 0

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

Sources of additional performance uncertainties:

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

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the transaction's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.

3) Post-Reinvestment Period Trading: Subject to certain
requirements, the transaction is allowed to reinvest certain
proceeds after the end of the reinvestment period, and as such the
manager has the flexibility to deteriorate some collateral quality
metrics to the covenant levels. In particular, Moody's tested for
a possible extension of the actual weighted average life in its
analysis given that the post-reinvestment period reinvesting
criteria has loose restrictions on the weighted average life of
the portfolio.


OZLM FUNDING II: S&P Affirms 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on OZLM
Funding II Ltd./OZLM Funding II LLC's $498.50 million floating-
rate notes following the transaction's effective date as of
Feb. 27, 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 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 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P noted.

In 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

OZLM Funding II Ltd./OZLM Funding II LLC

Class                      Rating                       Amount
                                                       (mil. $)
A-1                        AAA (sf)                     336.50
A-2                        AA (sf)                       62.90
B (deferrable)             A (sf)                        45.80
C (deferrable)             BBB (sf)                      26.50
D (deferrable)             BB (sf)                       26.80


ROBECO CDO II: S&P Affirms 'CC' Rating on Class B-2 Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1L and class B-1LB (class B-1) notes from Robeco CDO II Ltd., a
U.S. collateralized loan obligation managed by Deerfield Capital
Management LLC.  At the same time, S&P affirmed its rating on the
class B-2 notes.

Since S&P's last rating action, for which it referenced the
March 17, 2010, trustee report, the class A-1L and A-2L notes have
paid down in full, while the class B-1 notes have paid down to 29%
of their original balance.  During the last payment period as of
Feb. 28, 2013, the class B-1 notes received $1.91 million.  The
paydowns have increased the credit support available to the class
B-1 notes as evidenced by the class B-1 coverage ratio increase to
135.81% from 107.50%.

Further, the transaction has also benefited from the defaulted
security and equity sales.  In all, the transaction received
$3.60 million from the sale of defaulted securities and
$2.13 million from the sale of equity securities.  These sales
realized more value than the deal documents gave credit for.

S&P affirmed its 'CC (sf)' rating on the class B-2 notes.  The
class B-2 notes are significantly undercollateralized based on the
class B-2's 48.68% par value test ratio.  In S&P's view, the class
B-2 notes are highly vulnerable to default, which the 'CC (sf)'
rating reflects.

The affirmation reflects S&P's belief that the current support
available is commensurate with the current rating level.

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

Robeco CDO II Ltd.

Class     Rating           Rating
          To               From
B-1L      BBB (sf)         CCC- (sf)
B-1LB     BBB (sf)         CCC- (sf)
B-2       CC (sf)          CC (sf)


SALOMON BROTHERS 1999-C1: Fitch Affirms 'D' Rating on Cl. L Certs
-----------------------------------------------------------------
Fitch Ratings has upgraded two classes and affirmed one class of
Salomon Brothers Mortgage Securities VII, Inc., (SBM7) commercial
mortgage pass-through certificates series 1999-C1.

KEY RATING DRIVERS

The upgrades are a result of increased credit enhancement as a
result of principal paydown, in addition to defeasance and low
loan to value (LTV) loans with upcoming maturities. Fitch modeled
losses of 4% of the remaining pool; expected losses on the
original pool balance total 2.8%, including losses already
incurred. The pool has experienced $19.6 million (2.7% of the
original pool balance) in realized losses to date. Fitch has
designated 10 loans (28.7%) as Fitch Loans of Concern, which
includes one specially serviced asset (2.7%).

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 96% to $29.1 million from
$734.9 million at issuance. The pool has become extremely
concentrated with only 27 of the original 213 loans remaining. Per
the servicer reporting, four loans (25% of the pool) are defeased.
Interest shortfalls are currently affecting classes L and M.

RATING SENSITIVITIES

The ratings on classes J and K are expected to remain stable.
Class J is likely to pay in full over the next 12 months from
defeasance and scheduled monthly principal payments. Further
upgrades are not likely due to the concentrated nature of the
remaining pool and adverse selection as many of the remaining
properties are located in secondary or tertiary markets.
The specially serviced loan (2.66%) is secured by a 53,000 square
foot (sf) mixed use property (retail, office and residential) in
Troy, NY. The loan transferred to special servicing in December
2008 due to payment default. Both the borrower and loan guarantor
subsequently filed for bankruptcy. An approved bankruptcy plan of
reorganization was implemented, which includes a payment plan to
reduce the subject loan balance and insure payoff by April 2017.
Absent payments, the lender will solicit court approval for relief
from stay.

Fitch upgrades the following classes, and assigned a Rating
Outlook to class K as indicated:

-- $8.3 million class J to 'Asf' from 'BBB-sf'; Outlook Stable;
-- $16.5 million class K to 'Bsf' from 'CCCsf'; Outlook Stable.

Fitch affirms the following classes:

-- $4.2 million class L at 'Dsf'; RE 60%.

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


SDART 2012-4: Fitch Affirms 'BB(sf)' Rating on Class E Notes
------------------------------------------------------------
As part of its ongoing surveillance, Fitch Ratings affirms six
classes of the Santander Drive Auto Receivables Trust 2012-4
transaction as follows:

-- Class A-2 at 'AAAsf'; Outlook Stable;
-- Class A-3 at 'AAAsf'; Outlook Stable;
-- Class B at 'AAsf'; Outlook Stable;
-- Class C at 'Asf'; Outlook Stable;
-- Class D at 'BBBsf'; Outlook Stable;
-- Class E at 'BBsf'; Outlook Stable.

KEY RATING DRIVERS:

The rating affirmations are based on available credit enhancement
and loss performance. The collateral pool continues to perform
within Fitch's expectations, with cumulative net losses currently
at 2.88%. Under the credit enhancement structure, the securities
are able to withstand stress scenarios consistent with the current
rating and make full payments to investors in accordance with the
terms of the documents.

The ratings reflect the quality of Santander Consumer USA, Inc.'s
retail auto loan originations, the strength of its servicing
capabilities, and the sound financial and legal structure of the
transaction.

RATING SENSITIVITY

Unanticipated increases in the frequency of defaults and loss
severity could produce loss levels higher than the current
projected base case loss proxy and impact available loss coverage
and multiples levels for the transaction. Lower loss coverage
could impact ratings and Rating Outlooks, depending on the extent
of the decline in coverage.

In Fitch's initial review of the transaction, the notes were found
to have limited sensitivity to a 1.5x and 2.5x increase of Fitch's
base case loss expectation. To date, the transaction has exhibited
consistent performance with losses well within Fitch's initial
expectations, with rising loss coverage and multiple levels. As
such, continued performance consistent with recent performance for
the transaction may result in positive rating actions in the
future. Conversely, a material deterioration in performance would
have to occur within the asset pools to have potential negative
impact on the outstanding ratings.


SHELLPOINT ASSET: Fitch To Rate $4.31MM Class B-4 Certs 'BB'
------------------------------------------------------------
Fitch Ratings expects to assign the following ratings and Rating
Outlooks to Shellpoint Asset Funding Trust 2013-1 (SAFT 2013-1):

-- $235,159,000 class A certificate 'AAAsf'; Outlook Stable;
-- $235,159,000 class A-IO notional certificate 'AAAsf';
   Outlook Stable;
-- $5,231,000 class B-1 certificate 'AAsf'; Outlook Stable;
-- $5,101,000 class B-2 certificate 'Asf'; Outlook Stable;
-- $5,886,000 class B-3 certificate 'BBBsf'; Outlook Stable;
-- $4,316,000 non-offered class B-4 certificate 'BBsf';
   Outlook Stable.

The $5,885,603.42 non-offered class B-5 certificate will not be
rated by Fitch.

The 'AAAsf' rating on the senior certificates reflects the 10.10%
subordination provided by the 2% class B-1, 1.95% by class B-2,
2.25% by class B-3, 1.65% by non-offered class B-4 and 2.25% by
non-offered class B-5.

This is the inaugural transaction issued by Shellpoint Partners
LLC (Shellpoint). The pool comprises 445 first lien mortgage loans
with an aggregate principal balance of $261.58 million originated
or acquired by Shellpoint's wholly owned subsidiary, New Penn
Financial, LLC (New Penn). New Penn either originated the mortgage
loans in the transaction directly (93.4%) or acquired them
pursuant to its flow correspondent program (6.6%). New Penn has 39
offices in 20 states and has its approvals from Fannie Mae,
Freddie Mac, USDA and Ginnie Mae. The company commenced non-agency
prime jumbo originations in 2011.

The loans will be subserviced by Selene Finance LP (Selene), and
Wells Fargo Bank, N.A. (WFB) will act as master servicer for the
transaction.

KEY RATING DRIVERS

Low Combined Loan-to-Value (CLTV) and Sustainable Loan-to-Value
(sLTV): The pool's original weighted average (WA) combined loan-
to-value ratio (CLTV) is 64.6%, indicating substantial equity in
the property and reduced default probability. The base case
weighted average (WA) sLTV on the pool is 78.8%. The low sLTV is
an indication that the borrowers will still have significant
equity after a sustainable market value decline (sMVD) of 17.6%,
as projected by Fitch's sustainable home price model.

FICO Drift: The pool has a strong WA original FICO of 770.
However, refreshed FICOs for a population of seasoned borrowers
showed large downward swings, causing the credit score tail of
under 720 to widen to 12% of the pool. Roughly 8% of the pool had
refreshed FICOs below 700, indicating a concentration of borrowers
with a higher default risk potential.

High Geographic Concentration: The pools' primary concentration
risk is California, where 63% of the properties are located. In
addition, 13%, 12% and 9.5% of the properties are located in the
San Jose, Los Angeles and San Diego MSAs, respectively. The pool
has significant regional concentrations that resulted in an
additional penalty of about 15% to the pool's lifetime default
expectation.

Loans to Foreign Nationals: Approximately 5% of the pool (16% by
loan count) comprises loans to non-U.S. citizens. The risk
associated with these borrowers includes a lack of a U.S. credit
history and the potential to leave the U.S. without fulfilling
their mortgage obligation. While these loans are restricted to
primary and secondary uses, Fitch applied a penalty of 1.45x the
base probability of default (PD). Low FICOs were assumed for those
borrowers in which a U.S. credit score was not obtained.
Offsetting these risks is the very low average LTV of 62% and debt
to income ratio of 21%.

Limited Operating History: New Penn was formed in 2008 and
acquired by Shellpoint Partners LLC (Shellpoint) in 2011. While
management of both entities has extensive mortgage industry
experience, and New Penn has been an approved FHA/VA/Fannie Mae
lender for several years, prime jumbo originations were commenced
in 2011. Fitch conducted an originator review in 2012 and noted
weaknesses in the platform primarily attributable to the start-up
circumstances. While Fitch observed improvements during the 2013
review, the company has not yet reached a competency level
comparable to originators that Fitch deems as average quality.

Robust Representation Framework but Weak Provider: The
representation, warranty and enforcement mechanism (RW&E)
framework is viewed positively by the agency as it is consistent
with Fitch's criteria. However, New Penn does not meet the
criteria's financial condition threshold. As a result, Fitch
increased its loss expectations by approximately 1% to account for
the possibility of higher defaults and losses arising from
Shellpoint's inability to repurchase loans due to breaches as well
as some of the operational risks identified.

Seller Interests Aligned with Investors': The seller, depositor,
or an affiliate will initially retain at least classes B-4 and B-5
for its investment portfolio. As holder of the first loss classes,
the seller is not the controlling holder; therefore, its ability
to direct the trustee to take an action with respect to a RW&E
breach is the same as all other certificate holders. Given its
first loss position, Fitch views this as a strong incentive for
New Penn to originate and include high-quality loans in the pool.

RATING SENSITIVITIES

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

Roughly two-thirds of the pool is located in California, in areas
with both high and low MVD projections. The MVD projections are
key contributors to Fitch's default and loss risk assessment of
this pool. Fitch conducted sensitivity analysis assuming sMVDs of
15%, 20%, and 25% for all the California regions. The sensitivity
analysis indicated no impact on ratings for all bonds in each
scenario.

This set of sensitivity analysis demonstrates how the ratings
would react to steeper MVDs at the national level. The analysis
assumes MVDs of 10%, 20% and 30% in addition to the model-
projected 17.6% for this pool. The analysis indicates there will
be no rating impact with a further 10% MVD from the current model
projection. However, there is some potential rating migration with
higher MVDs, compared with the model projection.


SHERIDAN SQUARE: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Sheridan Square CLO Ltd./Sheridan Square CLO LLC's $661.5 million
floating-rate notes following the transaction's effective date as
of May 6, 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 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 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

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

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

Sheridan Square CLO Ltd./Sheridan Square CLO LLC

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                       2.80
A-1                        AAA (sf)                     265.00
A-2                        AAA (sf)                     185.80
B-1                        AA (sf)                       39.90
B-2                        AA (sf)                       39.90
C (deferrable)             A (sf)                        50.05
D (deferrable)             BBB (sf)                      35.35
E (deferrable)             BB (sf)                       30.80
F (deferrable)             B (sf)                        11.90


SLM STUDENT 2002-7: Fitch Ups Subordinate Notes Rating From BBsf
----------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate notes to 'Asf' from 'BBsf' issued by SLM Student Loan
Trust 2002-7. The Rating Outlook on the senior notes, which is
tied to the sovereign rating of the U.S. government, remains
Negative, while the Rating Outlook on the subordinate note remains
Stable.

Fitch used its 'Global Structured Finance Rating Criteria' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

Key Rating Drivers

Fitch affirmed the ratings on the senior notes and upgraded the
ratings on the subordinate notes based on stable trust performance
and the sufficient level of credit to cover the applicable risk
factor stresses. Additionally, the trust's pool factor is below
40%, and the reserve account is being excluded from SLM's parity
calculation, resulting in trapped excess cash in the trust.
Current reported senior and total parity is 108.55% and 100%
respectively, while the Fitch calculated parity is 108.84% and
100.26%, respectively. While both the senior and subordinate notes
will benefit from over-collateralization and future excess spread,
the senior notes also benefit from subordination provided by the
class B note.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2002-7:

-- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-6 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-7 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-8 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-9 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-10 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-11 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; Outlook Stable.


SLM STUDENT 2003-4: Fitch Hikes Rating on Cl. B Notes From 'BB'
---------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate notes to 'Asf' from 'BBsf' issued by SLM Student Loan
Trust 2003-1 and SLM Student Loan Trust 2003-4. The Rating Outlook
on the senior notes, which is tied to the sovereign rating of the
U.S. government, remains Negative, while the Rating Outlook on the
subordinate note remains Stable. Fitch used its 'Global Structured
Finance Rating Criteria' and 'Rating U.S. Federal Family Education
Loan Program Student Loan ABS' to review the ratings.

Key Rating Drivers

The ratings on the senior notes are affirmed and the ratings on
the subordinate notes are upgraded based on stable trust
performance and the sufficient level of credit to cover the
applicable risk factor stresses. Additionally, both trusts are
approaching 40% pool factor, at which time the reserve account
will be excluded from SLM's parity calculation, resulting in
trapped excess cash in the trust. While both the senior and
subordinate notes will benefit from future excess spread, the
senior notes also benefit from subordination provided by the class
B note.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAA'sf FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2003-1:

-- Class A-5A affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5B affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5C affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; Outlook Stable.

SLM Student Loan Trust 2003-4:

-- Class A-5A affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5B affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5C affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5D affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5E affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; Outlook Stable.

Prior to the upgrade class B of SLM Student Loan Trust 2003-4 was
on Rating Watch Positive.


SLM STUDENT 2003-7: Fitch Ups Subordinated Notes Rating From 'BB'
-----------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate note to 'BBBsf' from 'BBsf' issued by SLM Student Loan
Trust 2003-7 and affirms the senior notes at 'AAAsf' and upgrades
the subordinate note to 'Asf' from 'BBsf' issued by SLM Student
Loan Trust 2003-14. The Rating Outlook on the senior notes, which
is tied to the sovereign rating of the U.S. government, remains
Negative, while the Rating Watch Positive on the subordinate notes
is removed and the Outlook is set to Stable. Fitch used its
'Global Structured Finance Rating Criteria' and 'Rating U.S.
Federal Family Education Loan Program Student Loan ABS' to review
the ratings.

KEY RATING DRIVERS

The upgrades on the subordinate notes and the affirmation of the
ratings on the senior notes are based on stable trust performance
and the sufficient level of credit to cover the applicable risk
factor stresses. While both the senior and subordinate notes will
benefit from future excess spread, the senior notes also benefit
from subordination provided by the class B note.

RATING SENSITIVITIES

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAA'sf FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2003-7:

-- Class A-5A affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5B affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'BBBsf' from 'BBsf'; removed from Rating
   Watch Positive; Stable Outlook assigned;

SLM Student Loan Trust 2003-14:

-- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-6 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-7 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; removed from Rating
   Watch Positive; Stable Outlook assigned;

Prior to the upgrade Class B of both SLM Student Loan Trust 2003-7
and SLM Student Loan Trust 2003-14 were on Rating Watch Positive.


SLM STUDENT 2003-12: Fitch Ups Subordinated Notes Rating From BB
----------------------------------------------------------------
Fitch Ratings affirms SLM Student Loan Trust's series 2003-12
senior notes at 'AAAsf'. Fitch also upgrades and removes from
Rating Watch Positive the subordinate notes to 'BBBsf' from
'BBsf'.  The Rating Outlook on the senior notes, tied to the
sovereign rating of the U.S. government, remains Negative. The
Rating Outlook is now Stable for subordinated notes. Fitch used
its 'Global Structured Finance Rating Criteria', and 'Rating U.S.
Federal Family Education Loan Program Student Loan ABS' to review
the ratings.

Key Rating Drivers

The upgrade for the senior notes is affirmation on subordinate
notes are based on stable trust performance and the sufficient
level of credit to cover the applicable risk factor stresses.
Credit enhancement for the senior and subordinate notes consists
of overcollateralization and projected excess spread. The senior
notes also benefit from subordination provided by the class B
note.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAA'sf FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2003-12:

-- Class A-5 affirmed at 'AAAsf'; Outlook Negative

-- Class A-6 affirmed at 'AAAsf'; Outlook Negative

-- Class B upgraded to 'BBBsf' from 'BBsf'; removed from
    Rating Watch Positive; Stable Outlook assigned


SPRINGHILL/COURTLAND: S&P Lowers Rating on Revenue Bonds To 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Springhill/Courtland Heights Public Facility Corp., Texas'
(Springhill I, II, and Courtland Heights apartments projects)
series 1999A senior-lien multifamily housing revenue bonds by two
notches to 'CC' from 'CCC'.  The outlook is negative.

The rating reflects Standard & Poor's view of these weaknesses:

   -- The negative debt service coverage (DSC) over the past four
      fiscal years;

   -- The project's reliance on San Antonio Housing Authority, an
      unrated source, to meet its financial obligations; and

   -- The property's low occupancy.

"The negative outlook reflects our view of continued deterioration
in the property's financial performance, negative DSC over the
last four fiscal years, declining rental revenues, and continuing
low occupancy," said Standard & Poor's credit analyst Raymond S.
Kim.  "Should the project fail to make timely debt service
payments or draw on its debt service reserve, we could further
lower the rating."

The project encompasses 505 units across a variety of San Antonio
submarkets.  Springhill I and II collectively contain 449 units in
84 buildings, while Courtland Heights consists of 56 units in four
two-story buildings.


STRUCTURED ASSET 2003-CL1: Moody's Cuts Ratings on 3 Alt-A RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches issued by Structured Asset Mortgage Investments 2003-CL1.

Complete rating actions are as follows:

Issuer: Structured Asset Mortgage Investments Trust 2003-CL1

Cl. II-A1, Downgraded to Baa3 (sf); previously on Jul 5, 2012
Downgraded to Baa1 (sf)

Cl. II-B1, Downgraded to Ba3 (sf); previously on Jul 5, 2012
Downgraded to Baa3 (sf)

Cl. II-B2, Downgraded to Caa1 (sf); previously on Jul 5, 2012
Downgraded to B2 (sf)

Ratings Rationale:

These actions reflect recent performance of the underlying pool
and Moody's updated loss expectations on the pool. 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 Moody's current view on 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.

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 a
further drop to 7.5% by 2014. Moody's expects house prices to drop
another 1% from their 4Q2011 levels before gradually rising
towards the end of 2013. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


STRUCTURED ASSET 2006-RF3: Moody's Takes Action on $31MM of RMBS
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches from Structured Asset Securities Corp 2006-RF3, backed by
Alt-A loans.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp 2006-RF3

Cl. 3-A1, Downgraded to Caa1 (sf); previously on Sep 6, 2011
Downgraded to B3 (sf)

Cl. 3-A2, Downgraded to Caa1 (sf); previously on Sep 6, 2011
Downgraded to B3 (sf)

Cl. 3-AX, Downgraded to Caa1 (sf); previously on Sep 6, 2011
Downgraded to B3 (sf)

Cl. 4-A, Downgraded to Caa1 (sf); previously on Sep 6, 2011
Downgraded to B3 (sf)

Cl. B1-II, Downgraded to C (sf); previously on Sep 6, 2011
Downgraded to Ca (sf)

Ratings Rationale:

The actions on the bonds are a result of the recent performance of
the underlying pools and Moody's updated expected on the pools.
The downgrades are due to higher than expected losses and the
erosion of the credit enhancement supporting these bonds.

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. 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 Moody's current view on 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.

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
8.2% in May 2012 to 7.6% in May 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.


UTAH HOUSING: Moody's Mulls Upgrade for Two Revenue Bond Classes
----------------------------------------------------------------
Moody's Investors Service has placed the Caa1 rating of Utah
Housing Corporation Mortgage Revenue Bonds (Sunset Ridge
Apartments) Series 2003A and Series 2003A-T under review for
upgrade. This rating action affects $14,550,000 of debt.

Summary Rationale

This rating action follows the recent upgrade of MBIA Inc. to Ba3
from Caa1 on May 21, 2013. MBIA Inc. provides a guaranteed
investment contract (GIC) for which the float funds of the Series
2003A and 2003A-T are invested with. During its review, Moody's
will assess cash flow projections based on updated program
information to determine the appropriate bond program rating.

Strengths:

- High credit quality of the credit enhanced mortgage

Challenges:

- Counterparty risk associated with float fund GIC provider,
   MBIA

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

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

What could change the rating up?

- Cash flow projections which demonstrate sufficiency

- MBIA rating upgrade

Outlook:

The bonds are under review for upgrade given then rating upgrade
to MBIA. The rating could be upgraded pending the review of cash
flow projections.

Rating Methodology:

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


WACHOVIA BANK 2007: Moody's Cuts Ratings on Class B Certs to Ba1
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes
and downgraded one class of Wachovia Bank Commercial Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007
- Whale 8.

Moody's rating action is as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Jul 6, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Baa1 (sf); previously on Jul 26, 2012 Downgraded
to Baa1 (sf)

Cl. B, Downgraded to Ba1 (sf); previously on Jul 26, 2012
Downgraded to Baa3 (sf)

Cl. FSN-1, Affirmed C (sf); previously on Jul 26, 2012 Downgraded
to C (sf)

Cl. FSN-2, Affirmed C (sf); previously on Jul 26, 2012 Downgraded
to C (sf)

Cl. LP-3, Affirmed Caa3 (sf); previously on Dec 9, 2010 Downgraded
to Caa3 (sf)

Cl. LXR-1, Affirmed Caa1 (sf); previously on Jul 26, 2012
Downgraded to Caa1 (sf)

Cl. LXR-2, Affirmed Caa3 (sf); previously on Jul 26, 2012
Downgraded to Caa3 (sf)

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

Ratings Rationale:

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio and
Moody's stressed debt service coverage ratio (DSCR) remaining
within acceptable ranges. The downgrade of one principal class is
due to worse than expected loan performance of the Longhouse Hotel
Portfolio and Southeast Multifamily Pool. Moody's does not rate
pooled classes C, D, E, F, G, H, J, K, and L which provide
additional credit support for the pool.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.5. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
presale report dated July 26, 2012.

Deal Performance:

As of the May 17, 2013 Payment Date, the transaction's aggregate
certificate balance decreased by 9% from last review to
approximately $1.27 billion. The Certificates are collateralized
by five floating rate whole loans and senior interests in whole
loans. The loans range in size from 4% to 74% of the pooled
balance, with the top two loans representing approximately 87% of
the pooled balance. All of the loans have additional debt in the
form of a non-pooled or rake bond within the trust, B note or
mezzanine debt outside of the trust. All of the loans are in
special servicing except for the Southeast Multifamily Portfolio
Loan. The pool's Herfindahl Index is 1.8.

The largest loan in the pool is secured by fee interests in LXR
Hospitality Pool Loan ($824 million, or 74% of the pooled balance
plus $124 million of rake bonds within the trust). The remaining
hotels include 10 properties located in Puerto Rico, FL, CA, AZ,
Jamaica and NY. The Park Shore Waikiki, HI, Golden Door Spa in San
Marcos, CA, and Miami Beach Resort & Spa, FL have been released to
date. According to the special servicer (Bank of America Merrill
Lynch), the LaGuardia asset in NY is pending release. The sponsor
is The Blackstone Group. There is additional debt in the form of
non-trust junior component and mezzanine debt outside the trust.

The special servicer completed a Forbearance Extension and
Property Disposition Cooperation Agreement in September 2012. The
plan provides for principal pay down from sale or refinance in the
total amount of $447.45 million by May 9, 2014, and completion and
full repayment of the mortgage debt by September 9, 2014.

The portfolio's NCF for year-end 2012 was $62.1 million, up from
$51.3 million achieved in 2011 still well below the levels where
it would support long term sustainable values. However, the
institutional quality of the assets, significant capital
expenditures made to date, and strong sponsorship support a
stabilized Moody's value that is higher than what the current net
cash flow would suggest. Furthermore, the agreed upon principal
pay down is also taken into consideration. Moody's LTV for the
pooled portion is 90%, and including rakes is 103%.

The Longhouse Hospitality Pool Loan ($144 million, or 13% of
pooled balance plus $15 million of rake bonds within the trust) is
secured by cross-collateralized and cross-defaulted 42 extended-
hotel properties totaling 5,600 guestrooms. The sponsors are
Westmont Hospitality Group and Mount Kellett Capital Management
LP. The loan was transferred to special servicing in May 2012, and
forbearance period has been extended through June 9, 2014. Senior
loan principal was paid down by $3.5 million, and the borrower has
developed an $11 million capital expenditure budget. The mezzanine
debt of $158 million that was held outside the trust was
extinguished.

The portfolio's NCF for the trailing twelve month period ending
April 2013 was $9.6 million, down from $10.6 million achieved
during the trailing twelve month period ending March 2012. Moody's
LTV for the pooled portion is 115%, including rakes is 127%.

The James Hotel Loan totaling 4% of pooled balance transferred to
special servicing in March 2012, and forbearance agreement was
finalized in June 2012. Senior loan principal was paid down by
$8.3 million, and full cash trap and excess cash sweep started to
pay down the senior loan starting in April 2013.

This is one of three James Hotels (NYC, Chicago and Miami), an
upscale boutique brand. The property's NCF for year-end 2012 was
$3.3 million up from $2.8 million achieved in 2011. Moody's LTV
for the pooled portion is 84%.

The Four Seasons Nevis Loan (5% of the pooled balance) was
transferred to special servicing in October 2008 when it was
damaged by Hurricane Omar. The trust foreclosed on the property on
May 27, 2010, and the property's status is REO. The outstanding
advances on this loan is approximately $40 million including
renovation dollars, operating shortfalls and other expenses.

Moody's weighted average pooled LTV ratio is 96% and Moody's
weighted average stressed debt service coverage ratio (DSCR) for
pooled trust debt is 0.72X. Moody's weighted average LTV for the
trust including the rake bonds is 108% and Moody's weighted
average stressed debt service coverage ratio (DSCR) for the trust
including the rake bonds is 0.63X. Pooled Classes F, G, H, J, K,
and L, as well as rake Classes FSN-1 and FSN-2 have incurred
interest shortfalls totaling approximately $1.3 million as of May
2013 payment date. Various rake classes have suffered losses
totaling $516,380 as of the same distribution date.


WEST CLO 2012-1: S&P Affirms 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on West
CLO 2012-1 Ltd./West CLO 2012-1 LLC's $412.90 million floating-
rate notes following the transaction's effective date as of
Jan 31, 2013.

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

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

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

West CLO 2012-1 Ltd./West CLO 2012-1 LLC

Class                   Rating        Amount (mil. $)
A-1                     AAA (sf)               292.50
A-2                     AA (sf)                 42.75
B (deferrable)          A (sf)                  37.30
C (deferrable)          BBB (sf)                20.55
D (deferrable)          BB (sf)                 19.80


ZAIS INVESTMENT IX: Moody's Raises Ratings on 5 CDO Note Classes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by ZAIS Investment Grade Limited IX, Ltd:

$81,000,000 Class A-1A Senior Secured Floating Rate Notes Due
April 27, 2052 (current outstanding balance of $36,354,655),
Upgraded to Baa3 (sf); previously on December 5, 2011 Upgraded to
Ba1 (sf);

$90,079,566 Class A-1B Senior Secured Floating Rate Notes Due
April 27, 2052 (current outstanding balance of $74,244,813),
Upgraded to Baa3 (sf); previously on December 5, 2011 Upgraded to
Ba1 (sf);

$39,920,434 Class A-1C Senior Secured Floating Rate Notes Due
April 27, 2052, Upgraded to Ba1 (sf); previously on December 5,
2011 Upgraded to Ba2 (sf);

$54,000,000 Class A-2 Senior Secured Floating Rate Notes Due April
27, 2052, Upgraded to Ba3 (sf); previously on December 5, 2011
Upgraded to B2 (sf);

$58,000,000 Class B Senior Secured Floating Rate Notes Due April
27, 2052, Upgraded to Caa1 (sf); previously on December 5, 2011
Upgraded to Caa2 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in December 2011. Moody's notes that the Class A
Notes have collectively been paid down by approximately 17.8% or
$32.6 million since the last rating action. Based on the latest
trustee report dated May 2013, the Class A overcollateralization
ratio is 129.57% versus November 2011 level of 119.77%. As a
result of the Class A/B overcollateralization test failures, the
Class A-1 Notes have been receiving interest proceeds to pay down
the principal balances.

ZAIS Investment Grade Limited IX, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of CLOs and SF CDOs.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs backed by
CLOs, there exist a number of sources of uncertainty, operating
both on a macro level and on a transaction-specific level. These
uncertainties are evidenced by: 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of upcoming speculative-grade debt maturities which may create
challenges for issuers to refinance. CLO notes' performance may
also be impacted by 1) the manager's investment strategy and
behavior and 2) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios. Results are shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss, assuming
that all other factors are held equal:

Moody's Ba3 and these rated assets notched up by 2 rating notches:

Class A-1A: 0
Class A-1B: 0
Class A-1C: 0
Class A2: +1
Class B: 0
Class C: 0
Class D: 0
Class Y: 0

Moody's Ba3 and these rated assets notched down by 2 rating
notches:

Class A-1A: -1
Class A-1B: -1
Class A-1C: -1
Class A2: -1
Class B: -1
Class C: 0
Class D: 0
Class Y: 0


* Moody's Rating on Two Housing Bonds Slip to Not-Prime Levels
--------------------------------------------------------------
Moody's has concluded the reviews of the following 11 stand-alone
housing bond program ratings:

1. $3,398,000 of Newark (City of) Housing Authority Multi-Family
   Housing Revenue Bonds (GNMA Collateralized-Fairview Apartments
   Project), Series 2000A downgraded to Aa2 from Aaa

2. $3,515,000 of Providence City Housing Authority, RI, Multi-
   family Housing Revenue Bonds (Lockwood Plaza Project) 2002
   downgraded to Aa2 from Aaa

3. $6,540,000 of Development Authority of Columbus, Georgia,
   Multi-Family Housing Revenue Bonds, Series 2003A & B (Ginnie
   Mae Collateralized Mortgage Loan - Victory Crossing Apartments
   Project) confirmed Aa2

4. $2,140,000 of The Housing Authority of the City of Jackson,
   Mississippi, Multi-Family Housing Mortgage Revenue Bonds,
   Series 2002 (GNMA Collateralized -- Forest Park Apartments)
   downgraded to Aa3 from Aaa

5. $8,970,000 of New Jersey Economic Development Authority GNMA
   Collateralized Mortgage Revenue Bonds (Victoria Health
   Corporation Project) 2001A & B to Aa3 from Aaa

6. $2,880,000 of Bowling Green (City of) OH Multi-Family Housing
   Revenue Refunding Bonds (GNMA Collateralized - Bowling Green
   Apartments) 2001A to Baa1 from A1

7. $1,925,000 of Housing Authority of the County of King, Multi-
   Family Housing Revenue Bonds, 1998 (Seaview Apartments Project)
   to Baa2 from A1

8. $6,070,000 of Rock Hill City Housing Authority, SC Multi-Family
   Housing Revenue Bonds (Highland Park Mill Project) 2004 to Baa2
   from A2

9. $11,505,000 of Housing Authority of the City of Tacoma, Multi-
   Family Housing Revenue Bonds, 2005 (GNMA Collateralized
   Mortgage Loans - Redwood/Juniper, Pine Tree Harbor and Conifer
   South Projects) to Baa3 from A2

10. $910,000 of Housing Authority of the City of Calexico, Revenue
    Bonds, Series 1991, (GNMA Collateralized - Calexico Gardens
    Project) to Ba2 from A2

11. $7,780,000 of Portland Housing Authority Multi-Family Housing
    Revenue Refunding Bonds (100 State Street Project) Series 2004
    to Ba2 from Aa3

The ratings were placed under review for downgrade in conjunction
with the December 13, 2012 publication of Moody's methodology US
Stand-Alone Housing Bond Programs Secured by Credit Enhanced
Mortgages. These rating actions affect $56 million of outstanding
debt.

Ratings Rationale:

The bond programs demonstrated insufficiency -- either a shortfall
in revenues at any debt service payment date or an asset-to-debt
ratio below 100% at any time during the life of the program -
under a 0% reinvestment rate assumption. The rating on the bonds
reflects the probability of rising interest rates in the future
which would improve the future financial performance of the
program and offset any insufficiencies.

Strengths

- High credit quality of the credit enhanced mortgage

Challenges

- Cash flows demonstrate projected insufficiencies assuming a 0%
   reinvestment rate

- Bond program performance is dependent upon interest rates

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

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

What Could Make The Rating Go Up

- Cash flow projections demonstrate improved performance or
   sufficiency

What Could Make The Rating Go Down

- A shorter duration until first insufficiency

- Lower probability that cash flow or asset-to-debt ratio
   insufficiencies will be mitigated through improved bond program
   performance

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


* Moody Takes Action on $717MM of Option ARM RMBS from 2 Issuers
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one tranche
and confirmed the ratings of two tranches from two transactions
issued by Harborview and MASTR, backed by option arm mortgage
loans.

Complete rating actions are as follows:

Issuer: HarborView Mortgage Loan Trust 2006-10

  Cl. 2A-1A, Upgraded to B3 (sf); previously on Dec 5, 2010
  Downgraded to Caa2 (sf)

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-1

  Cl. I-2A1, Confirmed at Caa1 (sf); previously on May 14, 2013
  Caa1 (sf) Placed Under Review Direction Uncertain

  Cl. I-2A3, Confirmed at Caa3 (sf); previously on May 14, 2013
  Caa3 (sf) Placed Under Review Direction Uncertain

Ratings Rationale:

The rating action reflects recent performance of the underlying
pools and Moody's updated expected losses on the pools.

Moody's has confirmed the ratings of Class I-2A1 and Class I-2A3
from MASTR Adjustable Rate Mortgage Trust 2007-1. These tranches
were placed on watch in May 2013 pending validation between how
the Structured Finance Workstation cash flow model handles
interest allocations and the priority of payments in the deal
documents. The Pooling and Servicing Agreement states that
interest payment on the tranches is made from interest remittance
amounts. The cash flow model also uses separate interest and
principal funds and the ratings of these tranches are being
confirmed.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008 and "2005 - 2008 US RMBS Surveillance Methodology"
published in July 2011. The methodology used in rating Interest-
Only Securities was "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's 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) 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 applies 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 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
8.2% in May 2012 to 7.6% in May 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 Eyes Possible Downgrades for 35 Subprime RMBS Tranches
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of 35 tranches
from various Subprime RMBS Trusts on review for downgrade. The
impacted transactions were serviced by Homeward Residential Inc.
prior to Homeward's acquisition by Ocwen Loan Servicing.

Complete list of affected tranches and transactions:

Issuer: ABFC 2003-OPT1 Trust

Cl. A-1A, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 16, 2013 Downgraded to Ba3 (sf)

Cl. A-3, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 16, 2013 Downgraded to Baa3 (sf)

Cl. M-1, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on May 4, 2012 Downgraded to Caa1 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
OP1

Cl. M-1, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 15, 2011 Downgraded to Ba3 (sf)

Cl. M-2, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 15, 2011 Downgraded to Caa3 (sf)

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE3

Cl. M1, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 12, 2012 Downgraded to Ba1 (sf)

Cl. M2, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 11, 2011 Downgraded to Caa2 (sf)

Issuer: GSAMP Trust 2003-HE2

Cl. A-1A, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 9, 2012 Downgraded to A3 (sf)

Cl. A-1B, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 9, 2012 Downgraded to Baa1 (sf)

Cl. A-2, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 17, 2011 Downgraded to A3 (sf)

Cl. A-3A, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 9, 2012 Confirmed at A3 (sf)

Cl. A-3C, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 9, 2012 Confirmed at A3 (sf)

Cl. M-1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 9, 2012 Confirmed at B3 (sf)

Issuer: HSI Asset Securitization Corporation Trust 2006-OPT3

Cl. M-1, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 13, 2010 Downgraded to Caa1 (sf)

Issuer: MASTR Asset Backed Securities Trust 2004-OPT1

Cl. M-1, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 11, 2011 Downgraded to Baa3 (sf)

Cl. M-2, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 11, 2011 Downgraded to B3 (sf)

Cl. M-3, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 11, 2011 Downgraded to Caa3 (sf)

Issuer: MASTR Asset Backed Securities Trust 2007-HE2

Cl. A-2, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on May 5, 2010 Downgraded to Ba3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-OP1

Cl. M-3, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 10, 2012 Confirmed at B2 (sf)

Cl. M-4, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 10, 2012 Confirmed at Caa2 (sf)

Issuer: Option One Mortgage Loan Trust 2002-2

Cl. M-1, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 18, 2011 Downgraded to Caa1 (sf)

Cl. M-2, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 23, 2012 Confirmed at Caa1 (sf)

Issuer: Option One Mortgage Loan Trust 2002-3

Cl. A-1, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 23, 2012 Upgraded to B1 (sf)

Cl. A-2, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 23, 2012 Upgraded to Ba2 (sf)

Cl. M-1, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 23, 2012 Upgraded to Caa1 (sf)

Issuer: Option One Mortgage Loan Trust 2003-2

Cl. M-1, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Apr 23, 2012 Upgraded to B1 (sf)

Issuer: Option One Mortgage Loan Trust 2003-3

Cl. A-1, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 18, 2011 Downgraded to Baa1 (sf)

Issuer: Option One Mortgage Loan Trust 2003-6

Cl. A-2, A1 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 18, 2011 Downgraded to A1 (sf)

Cl. M-1, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Mar 18, 2011 Downgraded to Ba2 (sf)

Issuer: Option One Mortgage Loan Trust 2006-2

Cl. II-A-2, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 13, 2010 Downgraded to Caa2 (sf)

Issuer: Option One Mortgage Loan Trust 2006-3

Cl. II-A-2, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 6, 2010 Downgraded to Caa2 (sf)

Issuer: Option One Mortgage Loan Trust 2007-1

Cl. II-A-2, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 6, 2010 Downgraded to Caa2 (sf)

Issuer: Option One Mortgage Loan Trust 2007-5

Cl. II-A-2, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 6, 2010 Downgraded to Caa3 (sf)

Issuer: Option One Mortgage Loan Trust 2007-FXD2

Cl. II-A-1, Current Rating A2 (sf); previously on Jan 18, 2013
Downgraded to A2 (sf)

Cl. II-A-1, Underlying Rating: B1 (sf) Placed Under Review for
Possible Downgrade; previously on Jul 18, 2011 Downgraded to B1
(sf)

Financial Guarantor: Assured Guaranty Municipal Corp (Downgraded
to A2, Outlook Stable on Jan 17, 2013)

Issuer: Soundview Home Loan Trust 2007-OPT1

Cl. II-A-1, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 18, 2011 Downgraded to Caa1 (sf)

Issuer: Soundview Home Loan Trust 2007-OPT2

Cl. II-A-2, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Jun 17, 2010 Downgraded to Caa2 (sf)

Ratings Rationale:

The review actions reflect the recent late recognition of losses
related to principal forbearance modifications that Homeward
undertook before July 2012 in these transactions. Homeward
Residential Inc. had serviced these transactions until Ocwen Loan
Servicing acquired Homeward in December 2012.

Moody's placed on review 28 tranches that were negatively impacted
by the reduction in credit support available to these tranches
after the recognition of losses related to principal forbearance
modifications. Additionally, Moody's placed seven tranches on
review as the collateral losses reported in May Trustee reports
are significantly lower than the deferred losses reported by
Ocwen, the successor servicer, and these bonds may be negatively
impacted if the entire deferred loss is recognized on these
tranches.

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, and "2005 -- 2008 US RMBS Surveillance
Methodology" published in July 2011.

Moody's adjusts the methodologies for Moody's current view on loan
modifications. As a result of an extension of the Home Affordable
Modification Program (HAMP) to 2013 and an increased use of
private modifications, Moody's is extending its previous view that
loan modifications will only occur through the end of 2012. It is
now assuming that the loan modifications will continue at current
levels 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 8.2% in May 2012 to 7.6% in May 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.


* Bank TruPS CDOs Combined Default/Deferral Rate Remains Stable
---------------------------------------------------------------
According to latest index results published today from Fitch
Ratings, the number of combined defaults and deferrals for U.S.
bank TruPS CDOs has remained stable at 28.2% at the end of May.
Only one new bank representing $5.5 million of collateral in one
CDO defaulted during the month. The previous month's cumulative
notional value of defaulted collateral was retroactively reduced,
due to a realized recovery on TruPS issued by Washington Mutual in
two CDOs. The recovery rates were 86.1% on $500,000 and 100% on
$9,000,000.

April's cumulative notional value of cured collateral was also
retroactively reduced by a $34.9 million redemption from two
issuers in four CDOs. The redemptions were reported after the
April reporting cut-off date. The drop in the cumulative notional
value of deferring collateral is due to the $5.5 million default
that had previously been deferring.

Across 79 TruPS CDOs, 219 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 110 issuers
representing $2.3 billion of collateral deferred in the past but
are currently cured.


* Moody's Hikes Ratings on $671MM of 17 Subprime RMBS Tranches
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 17 tranches
from 7 transactions, backed by Subprime mortgage loans

Complete rating actions are as follows:

Issuer: RASC Series 2006-KS3 Trust

Cl. A-I-3, Upgraded to Baa1 (sf); previously on Jul 20, 2012
Upgraded to Baa3 (sf)

Cl. A-I-4, Upgraded to Ba3 (sf); previously on Jul 20, 2012
Upgraded to Caa1 (sf)

Cl. A-II, Upgraded to Ba2 (sf); previously on Jul 20, 2012
Upgraded to B3 (sf)

Cl. M-1, Upgraded to Caa2 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR5

Cl. A-2B, Upgraded to Ba3 (sf); previously on Jul 30, 2012
Confirmed at B1 (sf)

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-HE1

Cl. A-1B, Upgraded to A1 (sf); previously on Jul 30, 2012
Confirmed at A2 (sf)

Underlying Rating: Upgraded to A1 (sf); previously on Jul 30, 2012
Confirmed at A2 (sf)

Financial Guarantor: Syncora Guarantee Inc. (Insured Rating
Withdrawn Nov 08, 2012)

Cl. A-3C, Upgraded to Baa1 (sf); previously on Jul 30, 2012
Confirmed at Ba1 (sf)

Issuer: Soundview Home Loan Trust 2005-4

Cl. M-1A, Upgraded to Ba1 (sf); previously on Jul 31, 2012
Upgraded to B1 (sf)

Cl. M-1B, Upgraded to Ba2 (sf); previously on Jul 31, 2012
Upgraded to B3 (sf)

Cl. M-2, Upgraded to Caa3 (sf); previously on Jun 17, 2010
Downgraded to Ca (sf)

Issuer: Soundview Home Loan Trust 2006-OPT1

Cl. I-A-1, Upgraded to Ba3 (sf); previously on Jun 17, 2010
Downgraded to B1 (sf)

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC1

Cl. A-1, Upgraded to A2 (sf); previously on Jul 30, 2012 Upgraded
to Baa1 (sf)

Cl. A-2C, Upgraded to Baa3 (sf); previously on Jul 30, 2012
Upgraded to Ba1 (sf)

Cl. A-2D, Upgraded to B1 (sf); previously on Jul 30, 2012 Upgraded
to B2 (sf)

Cl. M-1, Upgraded to Caa2 (sf); previously on Jun 18, 2010
Downgraded to C (sf)

Issuer: Structured Asset Securities Corp Trust 2006-WF2

Cl. A4, Upgraded to B2 (sf); previously on Jul 30, 2012 Confirmed
at Caa3 (sf)

Cl. M1, Upgraded to Ca (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Ratings Rationale:

The rating action reflects recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
upgrades are due to improvement in collateral performance, and/ or
build-up in credit enhancement.

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

When assigning the final ratings to senior bonds, Moody's
considered the volatility of the projected losses and timeline of
the expected defaults. For bonds backed by small pools, Moody's
also considered the current pipeline composition as well as any
specific loss allocation rules that could preserve or deplete the
overcollateralization available for the senior bonds at different
pace.

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) and an increased use of
private modifications, Moody's is extending its previous view that
loan modifications will only occur through the end of 2012. It is
now assuming that the loan modifications will continue at current
levels until 2014.

The 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 8.2% in May 2012 to 7.6% in May 2013. Moody's
forecasts a unemployment central range of 7.0% to 8.0% for the
2013 year. Moody's expects housing prices to continue to rise in
2013. Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


* Moody's Says Subprime Auto Lending Risks Are Rising
-----------------------------------------------------
Risk factors such as weakening loan credit, stiff competition
among originators, and readily available funding for asset-backed
securities (ABS) all portend higher credit losses for subprime
auto lending, according to a new report from Moody's Investors
Service. "Risk Factors Still on Rise for US Subprime Auto ABS"
follows a June 2012 Moody's report on increasing risks in the
subprime auto lending market, "US Subprime Auto Lending Market
Harkens Back to 1990s."

The new report cites a number of factors affecting the rise in
subprime auto credit risk, including more private equity money
entering the market that will further intensify increasing
competition from banks and credit unions.

"The increased competition among subprime lenders is resulting in
more loans to borrowers of weaker credit quality," said Peter
McNally, a Moody's Vice President and co-author of the report.
"The credit weakening has been gradual so far, so losses won't
spike immediately. But more borrowers are going to default
eventually, as originations continue to grow."

Subprime lending volumes, which bottomed out in 2009 in the wake
of the financial crisis, have more than doubled since then.

The ABS market's strength also increases competition among lenders
because it facilitates lenders' desire to grow and increase market
share. Investor appetite for subprime auto ABS has allowed issuers
to offer increasingly lower spreads on senior bonds and back a
growing number of transactions with prefunded loan pools, a trend
that will weaken credit in securitizations because these loans are
unseasoned.

"A more precipitous weakening in credit quality will drive losses
up more quickly to levels that will stress lenders' servicing
ability and may eventually threaten their solvency," added
McNally. "If that happens, originator failures can cascade quickly
because their funding sources will pull back when they lose
confidence in the market. "


* S&P Takes Various Rating Actions on 56 US Synthetic CDOs
----------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
synthetic collateralized debt obligation (CDO) transactions:

   -- S&P affirmed its rating on one tranche from one corporate-
      backed synthetic CDO transaction.

   -- S&P raised its ratings on two tranches from two other
      synthetic CDO transactions, one tranche from one corporate-
      backed synthetic collateralized loan obligation (CLO)
      transaction, and five tranches from five corporate-backed
      synthetic CDO transactions, and S&P removed all of these
      ratings from CreditWatch positive.

   -- S&P also raised its ratings on two tranches from two
      corporate-backed synthetic CDO transactions.

   -- S&P placed its ratings on 45 tranches from 44 corporate-
      backed synthetic CDO transactions on CreditWatch positive.

   -- S&P also placed two ratings from one synthetic high-yield
      collateralized bond obligation (CBO) transaction on
      CreditWatch positive.

The rating actions followed our monthly review of synthetic CDO
transactions.

The CreditWatch positive placements and upgrades reflect the
seasoning of the transactions, the rating stability of the
obligors in the underlying reference portfolios over the past few
months, and the synthetic rated overcollateralization (SROC)
ratios that had risen above 100% at the next highest rating level.
The affirmations are from synthetic CDOs that had SROC ratios
above 100% or had sufficient credit enhancement at their current
rating levels.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Raised

Athenee CDO PLC
US$30 mil tranche B Hunter Valley CDO II floating-rate notes due
30 June 2017
series 2007-12
                            Rating
Class               To                  From
Tranche B           BB- (sf)            B+ (sf)/Watch Pos

Credit and Repackaged Securities Limited
US$125 mil Credit and Repackaged Securities Limited 2006-14
                            Rating
Class               To                  From
Notes               BBB+ (sf)           BB+ (sf)

Credit Default Swap
US$500 mil Credit Default Swap - CRA700426
                            Rating
Class               To                  From
Swap                AA+srp (sf)         AAsrp (sf)/Watch Pos

Credit Default Swap
US$500 mil Credit Default Swap - CRA700436
                            Rating
Class               To                  From
Swap                AA+srp (sf)         AAsrp (sf)/Watch Pos

Elva Funding PLC
GBP50 mil Elva Funding PLC 2008-3
                            Rating
Class               To                  From
Notes               AA- (sf)            A+ (sf)/Watch Pos

Lorally CDO Limited Series 2007-3
JPY1.6 bil Lorally CDO Limited Series 2007-3
                            Rating
Class               To                  From
2007-3              AA (sf)             AA- (sf)/Watch Pos

Rutland Rated Investments
US$12.5 mil Dryden XII - IG Synthetic CDO 2006-3 DRYDEN06-3
                            Rating
Class               To                  From
A6-$LS              B (sf)              B- (sf)

STARTS (Cayman) Ltd.
US$5 mil Maple Hill II Managed Synthetic CDO, Series 2007-17
                            Rating
Class               To                  From
B1-D1               B+ (sf)             B- (sf)/Watch Pos

Strata 2005-19, Limited Floating Rate Notes
US$15 mil Strata 2005-19, Limited Floating Rate Notes
                            Rating
Class               To                  From
FRN                 B- (sf)             CCC- (sf)/Watch Pos

Terra CDO SPC Ltd.
JPY510 bil Terra CDO SPC Ltd Series 2008-1 Segregated Portfolio
                            Rating
Class               To                  From
A-1                 BBB+ (sf)           BBB- (sf)/Watch Pos

Rating Affirmed

Credit Default Swap
US$750 mil ZZRSS 971739CF
Class               Rating
                    AAAsrp (sf)

Ratings Placed On CreditWatch Positive

Archstone Synthetic CDO II SPC
EUR7.5 mil, JPY5.5 bil, US$115 mil Archstone Synthetic CDO II SPC
                            Rating
Class               To                     From
A-1                 AA+ (sf)/Watch Pos     AA+ (sf)
A-2                 AA+ (sf)/Watch Pos     AA+ (sf)

Athenee CDO PLC
EUR12.5 mil tranche A Hunter Valley CDO II floating-rate notes due
June 30, 2107 series 2007-3
                            Rating
Class               To                     From
Tranche A           BB- (sf)/Watch Pos     BB- (sf)

Athenee CDO PLC
EUR5 mil tranche A Hunter Valley CDO II fixed-rate notes due
June 30, 2017 series 2007-8
                            Rating
Class               To                     From
Tranche A           BB- (sf)/Watch Pos     BB- (sf)

Athenee CDO PLC
EUR7.5 mil tranche B Hunter Valley CDO II floating rate notes due
June 30, 2017 series 2007-5
                            Rating
Class               To                     From
Tranche B           B+ (sf)/Watch Pos      B+ (sf)

Cloverie PLC
EUR100 mil Floating Rate Credit Linked Notes Series 2007-44
                            Rating
Class               To                     From
Notes               B+ (sf)/Watch Pos      B+ (sf)

Cloverie PLC
EUR50 mil Floating Rate Credit Linked Notes Series 2007-43
                            Rating
Class               To                     From
Notes               B+ (sf)/Watch Pos      B+ (sf)

Credit Default Swap
US$10 mil Swap Risk Rating-Protection Buyer,
CDS Reference #CA1119131
                            Rating
Class               To                     From
Tranche             BBBsrb (sf)/Watch Pos   BBBsrb (sf)

Credit Default Swap
US$10.891 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506494096
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.891 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506551445
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.892 bil Swap Risk rating
- Portfolio CDS Ref No. SDB506551406
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.892 bil Swap Risk rating
- Portfolio CDS Ref No. SDB506551414
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.892 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506551423
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.893 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506546950
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.893 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506546955
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.893 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506547004
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.893 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506551442
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.894 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506551435
                            Rating
Class               To                    From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.895 bil Sawp Risk Rating
- Portfolio CDS Ref No. SDB506551383
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.895 bil Swap Risk Rating
- Portfolio CDS Ref No SDB506494104
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.895 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506546935
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.895 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506546943
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$10.895 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506550851
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.895 bil Swap Risk Rating
- Portfolio CDS Ref. No. SDB506551403
                            Rating
Class               To                     From
Notes               BBsrp (sf)/Watch Pos   BBsrp (sf)

Credit Default Swap
US$10.896 bil Swap Risk Rating
- Portfolio CDS Ref No. SDB506546906
                            Rating
Class               To                     From
Notes               BBBsrp (sf)/Watch Pos   BBBsrp (sf)

Credit Default Swap
US$300 mil Morgan Stanley Capital Services Inc. - ESP Funding I,
Ltd.
REF: NGNGX
                            Rating
Class               To                     From
Tranche             A-srb (sf)/Watch Pos   A-srb (sf)

Greylock Synthetic CDO 2006
US$185 mil Series 1 Sub-Class A1-$LMS Notes Due 2014, Sub-Class
A1A-$LS Notes Due 2014, Sub-Class A3-$LMS Notes Due 2014
1
                            Rating
Class               To                     From
A3-$LMS             BBB+ (sf)/Watch Pos    BBB+ (sf)

Landgrove Synthetic CDO SPC
US$43 mil Landgrove Synthetic CDO SPC, Series 2007-2
                            Rating
Class               To                  From
A                   BB- (sf)/Watch Pos  BB- (sf)

Morgan Stanley ACES SPC
Series 2007-38
                            Rating
Class               To                     From
I                   CCC- (sf)/Watch Pos    CCC- (sf)

Morgan Stanley ACES SPC
US$1 bil Morgan Stanley ACES SPC 2007-6
NF8BK
                            Rating
Class               To                     From
Notes               AA-srp (sf)/Watch Pos   AA-srp (sf)

Morgan Stanley ACES SPC
US$500 mil Morgan Stanley ACES SPC 2007-6
NF8T1
                            Rating
Class               To                     From
Notes               AA-srp (sf)/Watch Pos   AA-srp (sf)

Morgan Stanley ACES SPC
US$500 mil Morgan Stanley ACES SPC 2007-6
NF8BM
                               Rating
Class               To                     From
Notes               AA-srp (sf)/Watch Pos   AA-srp (sf)

Morgan Stanley ACES SPC
US$500 mil Morgan Stanley ACES SPC 2007-6
NF8T4
                               Rating
Class               To                      From
Notes               AA-srp (sf)/Watch Pos   AA-srp (sf)

Omega Capital Investments PLC
EUR274 mil, JPY20 mil, US$160 mil Palladium CDO I Secured Floating
Rate Notes
19
                            Rating
Class               To                    From
S-1E                BBB+ (sf)/Watch Pos   BBB+ (sf)

ORSO Portfolio Tranche Index Certificates
US$28 mil ORSO Portfolio Tranche Index Certificates Series 1 Trust
                            Rating
Class               To                    From
CL                  AA- (sf)/Watch Pos    AA- (sf)

PARCS Master Trust
US$300 mil PARCS Master Trust Class 2007-10 CDX7 10Y 10-15
(Floating Recovery) Units 2007-10
                            Rating
Class               To                     From
Trust Unit          BBB- (sf)/Watch Pos    BBB- (sf)

PARCS Master Trust
US$4 mil PARCS Master Trust Class 2007-5 Calvados
(fixed recovery) Units
                            Rating
Class               To                  From
Trust Unit          B+ (sf)/Watch Pos   B+ (sf)

REVE SPC
EUR15 mil, JPY3 bil, US$81 mil
REVE SPC Segregated Portfolio of Dryden XVII Notes
34, 36, 37, 38, 39, & 40
                            Rating
Class               To                     From
Series 37           CCC+ (sf)/Watch Pos    CCC+ (sf)

REVE SPC
EUR5 mil Series 26 Dryden XVII Notes of Series 2008-1 Class B
                            Rating
Class               To                  From
B                   B (sf)/Watch Pos    B (sf)

REVE SPC
EUR50 mil, JPY3 bil, US$154 mil REVE SPC Dryden XVII Notes
Series 2007-1
                            Rating
Class               To                     From
A Series18          B+ (sf)/Watch Pos      B+ (sf)
JSS Ser23           BBB (sf)/Watch Pos     BBB (sf)

Rutland Rated Investments
US$105 mil Dryden XII - IG Synthetic CDO 2006-2
                            Rating
Class               To                     From
A1A-$LS             BBB+ (sf)/Watch Pos    BBB+ (sf)

STARTS (Cayman) Ltd.
HKD200 mil STARTS (Cayman) Limited 2006-7
                            Rating
Class               To                  From
B1-H1               B (sf)/Watch Pos    B (sf)

STARTS (Cayman) Ltd.
US$10 mil STARTS (Cayman) Limited 2006-9
                            Rating
Class               To                  From
B3-D3               B (sf)/Watch Pos    B (sf)

STARTS (Cayman) Ltd.
US$30 mil STARTS (Cayman) Limited 2006-4
                            Rating
Class               To                  From
B2-D2               B (sf)/Watch Pos    B (sf)

STARTS (Cayman) Ltd.
US$300 mil STARTS (Cayman) Limited 2006-3
                            Rating
Class               To                  From
B1-D1               B (sf)/Watch Pos    B (sf)

STARTS (Ireland) PLC
US$50 mil Maple Hill II Managed Synthetic CDO series 2007-31
                            Rating
Class               To                     From
A2-D2               BBB- (sf)/Watch Pos    BBB- (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 ***