TCR_Public/130630.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, June 30, 2013, Vol. 17, No. 179

                            Headlines

ABACUS 2005-4: Debt Amendments No Impact on Moody's Ratings
ABERDEEN LOAN: S&P Affirms 'BB+' Rating on Class D Notes
ACA ABS 2002-1: Fitch Affirms 'C' Ratings on Two Note Classes
ACCREDITED MORTGAGE 2005-3: Moody's Takes Action on Five Tranches
ALESCO PREFERRED XVII: Moody's Lifts Ratings on $270MM Notes

AMERICAN HOME 2004-4: Moody's Cuts Ratings on 3 Alt-A RMBS Classes
AMERICREDIT AUTOMOBILE: Fitch Rates $24.9-Mil. Class E Notes 'BB'
ANCHORAGE CAPITAL 2013-1: Moody's Rates $32.4MM Cl. D Notes 'Ba3
ASHFORD CDO I: Moody's Lifts Ratings on Five SF CDO Classes
ATRIUM V: Moody's Upgrades Rating on $19.33MM Cl. D Notes to Ba2

AVERY POINT II: S&P Assigns 'BB' Rating to Class E Notes
BANC OF AMERICA 2007-BMB1: Moody's Takes Action on 11 Classes
BEAR STEARNS 2003-PWR2: Fitch Cuts Rating on Class M Notes to 'CC'
BEAR STEARNS 2006-PWR12: Moody's Cuts Ratings on 6 CMBS Classes
BECKMAN COULTER: Fitch Hikes Rating on Class A Certificates to BB

CALLIDUS DEBT VII: S&P Affirms 'BB' Rating on Class E Notes
CAPITALSOURCE REAL: Fitch Affirms 'C' Ratings on 2 Cert. Classes
CAPITAL AUTO 2013-2: Moody's Assigns Ba1 Rating to Cl. E Notes
CARLYLE GLOBAL: S&P Assigns Prelim. 'BB' Rating on Class D Notes
CARLYLE HIGH YIELD VII: Moody's Lifts Rating on 4 Note Tranches

CATAMARAN CLO 2013-1: S&P Assigns 'BB' Rating on Class E Notes
CHASE FUNDING 2003-C2: Moody's Cuts Ratings on $58MM RMBS Issues
CITIGROUP 2007-FL3: Moody's Affirms Ratings on 11 Cert. Classes
COMM 2001-J2: Moody's Affirms Ratings on 5 Certificate Classes
COMM 2005-FL11: Moody's Continues to Review Two B3-Rated Classes

COMM 2013-CCRE9: Fitch to Rate $12.93MM Class F Certs at 'Bsf'
COMM 2013-CCRE9: S&P Assigns Prelim. BB Rating to Class E Notes
COMM 2013-THL: Moody's Rates Class F Securities '(P)B1(sf)'
CREDIT SUISSE: Moody's Lowers Ratings on 3 RMBS Tranches
CREDIT SUISSE 2001-CF2: Moody's Cuts Ratings on 3 CMBS Classes

CREDIT SUISSE 2001-CF2: S&P Affirms 'CCC' Rating on Class H Notes
CSFB MORTGAGE: Moody's Takes Action on Three RMBS Deals
CSFB MORTGAGE: Moody's Takes Action on 15 RMBS Tranches
CSMC 2010-UD1: Moody's Affirms 'Ba1' Rating on Cl. B-B Certs
DEUTSCHE MORTGAGE: Fitch Affirms 'D' Rating on Class K Certs

DLJ COMMERCIAL: Fitch Affirms 'D' Rating on Class B-8 Certificates
DRYDEN IX: S&P Raises Rating on Dollar Fund to 'BB+'
DRYDEN XXVIII: S&P Assigns Prelim. 'BB-' Rating to Cl. B-2L Notes
EMPORIA PREFERRED II: S&P Affirms 'BB+' Rating on Class D Notes
FMAC 1998-C: Fitch Affirms, Withdraws 'D' Ratings 4 Note Classes

FMC REAL 2005-1: Fitch Affirms 'CCC' Ratings on Two Note Classes
GALLATIN CLO 2005-1: Moody's Affirms Ba2 Rating on Cl. B-2L Notes
GE COMMERCIAL 2003-C2: Fitch Cuts Ratings on 5 Cert. Classes to CC
GOAL CAPITAL 2006-1: Fitch Revises Outlook on Cl. C-1 Notes
GRAMERCY REAL 2005-1: Fitch Cuts Ratings on 2 Cert. Classes to 'C'

GS MORTGAGE 2007-GKK1: Moody's Keeps Ca Rating on Cl. A-1 Secs.
HALCYON LOAN 2013-2: Moody's Rates $22.25MM Class E Notes (P)Ba3
HARBORVIEW 2006-CB1: Moody's Raises 3 Tranches Ratings From Ca(sf)
IBIS RE II 2-13-1: S&P Assigns 'BB+' Rating on Class A Notes
JP MORGAN 1999-C8: Moody's Raises Rating on Class G Certs to Ba1

JP MORGAN 2002-CIBC5: Moody's Cuts Cl. X-1 Certs Rating to Caa1
JP MORGAN 2004-C2: Moody's Affirms 'Ba3' Rating on Class X Certs.
JP MORGAN 2006-CIBC14: Rights Transfer No Impact on Moody's Rating
JP MORGAN 2006-NC2: Moody's Takes Action on Four RMBS Issues
JP MORGAN 2011-FL1: Rights Transfer No Impact on Moody's Ratings

JP MORGAN 2012-FL2: Moody's Keeps Ratings on Seven CMBS Classes
JP MORGAN 2013-C13: S&P Assigns Prelim. BB Rating to Class E Notes
JPMBB COMMERCIAL 2013-C12: Moody's Rates Class F Secs to '(P)B2'
JPMBB COMMERCIAL 2013-C12: S&P Assigns BB Rating to Class E Notes
KATONAH V: S&P Raises Rating on Class C Notes From 'CCC+'

KKR FINANCIAL 2013-1: S&P Assigns 'BB' Rating to Class D Notes
LB-UBS 2000-C5: Moody's Cuts Rating on Class G Certs to C
LB-UBS 2003-C5: Fitch Affirms 'CCC' Ratings on 2 Certificates
LB-UBS 2003-C3: Moody's Cuts Rating on Cl. X-CL Certs to Caa2
LCM III: Moody's Raises Ratings on $52.5MM CLO Notes

LEGG MASON: S&P Withdraws 'CCC+' Rating on Class B Notes
LEHMAN BROTHERS 1998-C1: Fitch Affirms 'D' Rating on Class L Certs
LIGHTPOINT CLO VIII: S&P Assigns 'B+' Rating to Class E Notes
LONE STAR 2011-1: Fitch Affirms 'B' Ratings on Class F Certs
MARQUETTE US/EUROPEAN: S&P Cuts Rating on 2 Note Classes to 'B-'

MERRILL LYNCH 2004-MKB1: Fitch Cuts Class L Certs. Rating to CCC
MID-ATLANTIC MILITARY: S&P Lowers Rating on 2005 Bonds to 'BB+'
MORGAN STANLEY I: Moody's Cuts Rating on Cl. X-1 Notes to Caa2
MORGAN STANLEY 1999-CAM1: Fitch Affirms D Rating on Class N Notes
MORGAN STANLEY 2007-IQ15: S&P Lowers Rating on Class D Certs to D

MORGAN STANLEY 2013-C10: Moody's Rates Class F Secs '(P)Ba2'
MORTGAGEIT TRUST 2005-5: Moody's Keeps B1, Caa3 Ratings on Notes
MT. WILSON II: Moody's Affirms 'Ba1' Rating on $32MM Notes
N-STAR REAL I: Moody's Takes Action on Five Note Classes
N-STAR VI: Fitch Affirms 'CCC' Ratings on 7 Cert. Classes

N-STAR VIII: Fitch Affirms 'CCC' Ratings on 8 Cert. Classes
NEUBERGER BERMAN XIII: S&P Affirms 'BB' Rating on Class E Notes
NORTHWOODS CAPITAL V: Moody's Hikes Rating on 2 Notes From Ba1
NOVASTAR MORTGAGE 2003-4: Moody's Rates Class M-2 Secs. 'Caa2'
OCTAGON INVESTMENT V: S&P Raises Rating on Class D Notes to BB+

ONE MULTI-ASSET: Fitch Affirms 'BB' Rating on Class 2002-1D Trust
OPTEUM MORTGAGE 2006-1: Moody's Cuts Ratings on 3 Cert. Classes
OZLM FUNDING IV: S&P Assigns 'BB' Rating on Class D Notes
PRIMA CAPITAL: Fitch Affirms 'CCC' Ratings on Class J & K Certs
PROSPECT PARK: Moody's Cuts Ratings on $22MM Notes to 'Ba1'

PROTECTIVE FINANCE: Fitch Affirms CCC Ratings on 3 Cert. Classes
PROTECTIVE FINANCE II: Moody's Hikes Ratings on 3 Certs From Ba1
PROTECTIVE FINANCE: S&P Raises Rating on Class E Notes From 'BB-'
RIVERSIDE PARK: S&P Affirms 'BB' Rating to Class D Notes
SHACKLETON II: S&P Affirms 'BB' Rating on Class E Notes

SPRINGLEAF FUNDING 2013-B: S&P Rates Class C Notes 'BB(sf)'
STOCKTON PUBLIC: S&P Corrects Outlook on 'B+' Rating to Stable
STRATA 2005-3: Moody's Hikes Rating on $12MM Notes From Ba2(sf)
TALMAGE STRUCTURED 2006-3: Moody's Affirms 5 Note Classes Ratings
TRYON PARK: S&P Assigns Prelim. 'BB' Rating on Class D Notes

TRYON PARK: S&P Assigns 'BB' Rating to Class D Notes
UBS-BARCLAYS 2012-C2: Fitch Affirms 'B' Rating on Class G Certs
VENTURE VI: Moody's Affirms 'Ba1' Rating on $19MM Class C Notes
VENTURE VIII: Moody's Ratings Unchanged After Debt Deal Revisions
WACHOVIA BANK 2006-C27: Moody's Affirms C Ratings on 5 Certs

WAMU ASSET 2003-C1: Moody's Lifts Class O Certs' Rating to 'Ba1'
WAMU COMMERCIAL 2006-Sl1: Fitch Affirms 'D' Ratings on 5 Notes
ZAIS INVESTMENT IX: S&P Raises Rating on Class A-2 Notes to 'BB-'

* Moody's Takes Action on $296MM of Prime Jumbo RMBS
* Moody's Cuts Ratings on 36 Tranches of Alt-A, Option Arm Loans
* Moody's Reviews Ratings on $934-Mil. Debts from Various Issuers
* Moody's Takes Action on 2 Citibank-Sponsored Fund Fee Deals
* Moody's Takes Action on $217MM of Subprime RMBS from 1998-2007

* Moody's Downgrades Ratings on Alt-A RMBS Issued from 2001-2002
* Moody's Hikes Ratings on $2BB Subprime RMBS from 2005-2006
* Moody's Takes Action on $2BB Prime Jumbo RMBS for 1992 to 2005
* S&P Lowers 296 Ratings on 204 U.S. RMBS Deals to 'D(sf)'
* S&P Lowers 47 Ratings on 34 US RMBS Second-Lien and HELOC Deals

* S&P Lowers 60 Ratings on 34 U.S. RMBS Transactions


                            *********

ABACUS 2005-4: Debt Amendments No Impact on Moody's Ratings
-----------------------------------------------------------
Moody's announced that the proposed amendment to the Indenture
dated as of August 18, 2005 (the "Supplemental Indenture No. 3")
between Abacus 2005-4, Ltd. (the "Issuer"), Abacus 2005-4, Inc.
(the "Co-Issuer") and U.S. Bank, National Association (the
"Trustee") if implemented, would not, in and of itself and as of
this time, result in the downgrade or withdrawal of the notes
issued by Abacus 2005-4, Ltd.

The proposed amendment may be summarized as follows: the
definition of Partial Optional Redemption in the Indenture, is
amended to include a provision for redemption of any Protection
Buyer Notes at a price of 100% of the Aggregate Outstanding Amount
of the Notes when no other Notes of such class remain outstanding.
Any Partial Optional Redemption of class A-2 and class C Notes
acquired by the Protection Buyer and/or its affiliates will be
made at 0% of the Aggregate Outstanding Amount of the Notes if
other Notes of such Class remain Outstanding.

As of the May 28, 2013 Trustee report, all term assets which
provide principal support for the funded credit linked notes are
held in cash (80.4%), asset backed securities (14.3%) and
residential mortgage backed securities (5.3%). The funded notes
total $400.0 million and the term assets total $412.9. The Abacus
transactions feature a mechanism which, in certain circumstances
stated as an Additional Termination Event, may allow the
counterparty (the "Affected Party") to terminate their obligations
to provide support for the term assets. Moody's analysis of such
mechanism suggests that it is limited to an Event of Default (EOD)
on the underlying term asset to the extent that these assets have
such provisions. It is Moody's opinion that this excludes all ABS
assets but not the RMBS assets as RMBS securities typically lack
underlying EOD provisions. As the lowest rating of the current ABS
assets is Aaa (sf), Moody's does not forecast any additional
expected loss to the CDO.

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

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

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

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

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

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

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

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

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

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

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

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

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


ABERDEEN LOAN: S&P Affirms 'BB+' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A and B notes from Aberdeen Loan Funding Ltd., a cash flow U.S.
collateralized loan obligation transaction managed by Highland
Capital Management L.P.  Concurrently, S&P affirmed its ratings on
the class C, D, and E notes.

The transaction is in its reinvestment period (which is expected
to end May 2014) and continues to set aside principal proceeds for
reinvestment.  All coverage tests and collateral quality tests are
passing as of the May 31, 2013, monthly trustee report.

The transaction has no defaults in its portfolio according to the
May 2013 trustee report.  The transaction had $4.9 million in
defaults according to the March 2011 trustee report, which S&P
considered in its analysis for its last rating action in May 2011.
In addition, the trustee calculated in the May 2013 monthly report
that the transaction currently has $29.2 million assets in the
'CCC' rating category, down from $35.8 million in March 2011.
Though the current exposure to 'CCC' assets is still failing its
5% concentration limit (limits specified by the transaction
documents), it was down to 6.13% from 7.5% in March 2011.

The class A and E note balances are lower than their original
balance due to past paydowns following coverage test failures.
The transaction's structure provides that if the class E coverage
test fails, all available interest proceeds, after paying the
class E interest, would be diverted to pay down the class E notes
first.  There has been no change in their balances since S&P's
last rating action in May 2011.

S&P upgraded the class A and B ratings due to the increase in
their credit support.  The affirmations of the other three ratings
reflect the availability of credit support at the current rating
levels.  The class E rating was affected by S&P's top obligor
test.

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Aberdeen Loan Funding Ltd.
              Rating
Class     To           From
A         AA+ (sf)     AA (sf)
B         AA- (sf)     A+ (sf)


RATINGS AFFIRMED

Aberdeen Loan Funding Ltd.
Class     Rating
C         BBB+ (sf)
D         BB+ (sf)
E         B+ (sf)

TRANSACTION INFORMATION

Issuer:             Aberdeen Loan Funding Ltd.
Co-issuer:          Aberdeen Loan Funding Corp.
Collateral manager: Highland Capital Management L.P.
Trustee:            State Street Bank and Trust Co.
Transaction type:   Cash flow CLO

CLO-Collateralized loan obligation.


ACA ABS 2002-1: Fitch Affirms 'C' Ratings on Two Note Classes
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on notes
issued by ACA ABS 2002-1, Limited (ACA ABS 2002-1):

-- $3,873,607 class A notes upgraded to 'Asf' from 'BBBsf';
    Outlook to Stable from Negative;

-- $64,000,000 class B notes affirmed at 'Csf';

-- $18,940,547 class C notes affirmed at 'Csf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs' for
the class A notes. For the class B and C notes, Fitch compared the
credit enhancement level to the expected losses from the
distressed and defaulted assets in the portfolio (rated 'CCsf' or
lower). The agency also considered additional qualitative factors
in its analysis to conclude the rating actions for the rated
notes.

Key Rating Drivers

Since Fitch's last ratings action in 2012, there has been a modest
deterioration in the credit quality of the underlying collateral,
with 6.5% of the portfolio downgraded a weighted average of 2.5
notches and 6.4% upgraded a weighted average of 2.1 notches.
Approximately 70.4% of the current portfolio has a Fitch derived
rating below investment grade and 42% has a rating in the 'CCCsf'
rating category or lower, compared to 62.8% and 40%, respectively,
at previous review.

The upgrade of the class A notes is attributed to improved credit
enhancement (CE) available to these notes as a result of the
ongoing deleveraging of the capital structure since the last
review. Over the last four payment dates, the class A notes have
received approximately $9.2 million, or 70.5% of its previous
outstanding balance, in principal redemptions. In addition to
normal principal amortization, the notes continue to benefit from
excess spread redirected to cure the failing class A/B
Overcollateralization (OC) test. Approximately $2.7 million of
such interest proceeds were used to amortize these notes in the
past 12 months. As a result, the par-based CE level for the class
A notes has increased and the breakeven results have improved
compared to the last review. The remaining balance of $3.9 million
represents 1.3% of the original issued amount.

Although, the breakeven levels for the class A notes indicate it
is able to withstand higher rating stresses than 'Asf' in all
scenarios, the increasing high obligor concentration precludes an
upgrade to a higher rating category at this time. As of the April
2013 Trustee report, the current portfolio comprises 23 performing
obligors with the largest one representing 12.8% and the largest
five representing 34.8% of the underlying pool, compared to 11.6%
and 32.8%, respectively, at previous review.

The revision of the Outlook to Stable for the class A notes
reflects Fitch's view that the transaction will continue to
delever and that these notes have a sufficient CE to offset
potential deterioration of the underlying collateral going
forward. In the agency's opinion this class has a high likelihood
of being paid in full within the next 12 months.

While the class B notes continue to receive their timely interest
payments and the CE available to these notes has slightly
increased since the last review, it continues to remain below the
amount of expected losses. As such, an affirmation of the notes at
'Csf' reflects the notes likely future performance.

The class C notes continue to defer their interest payments with
approximately $2.4 million of such interest added to the notes'
balance as of the May 2013 payment date. Since the last rating
action, this class has become more undercollateralized. It is not
expected to receive any proceeds going forward. Fitch believes
that default is inevitable for the class C notes at or prior to
maturity due to the concentration of distressed collateral.
Therefore, these notes have been affirmed at 'Csf'.

Rating Sensitivities

Further negative migration and defaults beyond those projected by
SF PCM as well as increasing concentration in assets of a weaker
credit quality could lead to downgrades.

ACA ABS 2002-1 is a structured finance collateralized debt
obligation (SF CDO) that closed on July 29, 2002 and is monitored
by Solidus Capital, LLC. As of the April 2013 Trustee report, the
portfolio is composed of residential mortgage-backed securities
(53.4%), commercial mortgage-backed securities (18.4%), SF CDOs
(15%), and commercial and consumer asset-backed securities
(13.2%), primarily from 1998 through 2005 vintage transactions.


ACCREDITED MORTGAGE 2005-3: Moody's Takes Action on Five Tranches
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches, and upgraded the ratings of three tranches backed by
Subprime mortgage loans, issued by Accredited Mortgage Loan Trust
2005-3.

Complete rating actions are as follows:

Issuer: Accredited Mortgage Loan Trust 2005-3, Asset-Backed Notes,
Series 2005-3

Cl. A-1, Downgraded to A3 (sf); previously on Aug 16, 2012
Confirmed at A1 (sf)

Cl. A-2D, Downgraded to Baa3 (sf); previously on Jun 1, 2010
Downgraded to Aa3 (sf)

Cl. M-1, Upgraded to Ba1 (sf); previously on Aug 16, 2012
Confirmed at Ba3 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Aug 16, 2012 Upgraded
to Caa1 (sf)

Cl. M-3, Upgraded to Caa1 (sf); previously on Aug 16, 2012
Confirmed at C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the related
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades are a result of existing interest
shortfalls combined with a weak interest shortfall reimbursement
mechanism. The upgrades are a result of improving performance of
the related pools.

The rating action on class M-3, although primarily due to improved
performance on the underlying pools, also reflects a correction to
the cash flow model used by Moody's in rating this transaction. In
previous rating actions, the modeled excess spread available to
the tranche as credit enhancement was overstated in certain future
periods. The error has now been corrected, and this rating action
reflects that change.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

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.


ALESCO PREFERRED XVII: Moody's Lifts Ratings on $270MM Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Alesco Preferred Funding XVII, Ltd.:

$236,000,000 Class A-1 First Priority Senior Secured Floating Rate
Notes Due 2038 (current balance of $207,311,662), Upgraded to Baa1
(sf); previously on September 28, 2010 Downgraded to B1 (sf);

$16,000,000 Class A-2 Second Priority Senior Secured Floating Rate
Notes Due 2038, Upgraded to Ba1 (sf); previously on September 28,
2010 Downgraded to Caa3 (sf);

$44,000,000 Class B Deferrable Third Priority Secured Floating
Rate Notes Due 2038 (current balance of $46,366,553), Upgraded to
Ca (sf); previously on September 28, 2010 Downgraded to C (sf).

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

$42,000,000 Class C-1 Deferrable Fourth Priority Mezzanine Secured
Floating Rate Notes Due 2038 (current balance of $45,106,285),
Affirmed C (sf); previously on September 28, 2010 Downgraded to C
(sf);

$500,000 Class C-2 Deferrable Fourth Priority Mezzanine Secured
Fixed/Floating Rate Notes Due 2038 (current balance of $623,050),
Affirmed C (sf); previously on September 28, 2010 Downgraded to C
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the improvement in the credit quality of the
underlying portfolio, the deleveraging of Class A-1 Notes and an
increase in the transaction's overcollateralization ratios.


Moody's notes that the deal benefited from an improvement in the
credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
905 compared to 1207 in September 2012. Since September 2012,
three previously deferring assets with a total par of $24.5
million resumed interest payments.

Moody's also notes that the Class A-1 Notes have been paid down by
approximately $19 million since September 2012, due to diversion
of excess interest proceeds and disbursement of principal proceeds
from redemptions of underlying assets. The excess interest
diverted to pay down the Class A-1 Notes has increased
significantly since December 2012 as the notional amount of the
out-of-money interest rate swap decreased from $50 million to $4.8
million. In addition, since September 2012, three assets with a
total par of $25 million were redeemed. Based on the latest
trustee report dated May 31, 2013, the Class A, Class B, Class C
and Class D Overcollateralization Ratios are reported at 111.17%
(limit 131.23%), 92.05% (limit 113.13%), 78.71% (limit 110.16%)
and 69.87% (limit 104.52%), respectively, versus September 2012
levels of 108.48%, 91.18%, 78.85% and 70.59%, respectively. Going
forward, the Class A-1 Notes will continue to benefit from the
diversion of excess interest and the proceeds from future
redemptions of any assets in the collateral pool.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor 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 $238.4 million,
defaulted/deferring par of $98.5 million, a weighted average
default probability of 22.78% (implying a WARF of 905), Moody's
Asset Correlation of 20.67%, and a weighted average recovery rate
upon default of 10%.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. Moody's considers the structural protections in
the transaction, the risk of triggering an Event of Default,
recent deal performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Alesco Preferred Funding XVII, Ltd., issued on October 30, 2007,
is a collateralized debt obligation backed by a portfolio of bank
trust preferred securities.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized U.S. community
banks that are generally not publicly rated by Moody's. To
evaluate the credit quality of bank TruPS without public ratings,
Moody's uses RiskCalc model, an econometric model developed by
Moody's KMV, to derive their credit scores. Moody's evaluation of
the credit risk for a majority of bank obligors in the pool relies
on FDIC financial data reported as of Q1-2013.

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

The methodologies used in this rating were "Moody's Approach to
Rating TRUP CDOs" published in May 2011, and "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009.

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

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 160 points from the
base case of 905, the model-implied rating of the Class A-1 Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 60 points, the model-implied rating of the
Class A-1 Notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $40.5 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults.

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

Sensitivity Analysis 1:

Class A-1: +3

Class A-2: +4

Class B: +5

Class C-1: 0

Class C-2: 0

Sensitivity Analysis 2:

Class A-1: +1

Class A-2: +1

Class B: 0

Class C-1: 0

Class C-2: 0

Moody's notes that this transaction is still subject to a high
level of macroeconomic uncertainty although Moody's outlook on the
banking sector has changed to stable from negative. The pace of
FDIC bank failures continues to decline in 2013 compared to the
last few years, and some of the previously deferring banks have
resumed interest payment on their trust preferred securities.


AMERICAN HOME 2004-4: Moody's Cuts Ratings on 3 Alt-A RMBS Classes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches backed by Alt-A loans, issued by American Home Mortgage
Investment Trust 2004-4. The impacted transaction was serviced by
Homeward Residential Inc. prior to Homeward's acquisition by Ocwen
Loan Servicing.

Complete rating actions are as follows:

Issuer: American Home Mortgage Investment Trust 2004-4

Cl. VI-A-1, Downgraded to Ba1 (sf); previously on Aug 6, 2012
Downgraded to Baa1 (sf)

Cl. VI-A-2, Downgraded to Caa2 (sf); previously on Apr 18, 2012
Downgraded to B1 (sf)

Cl. VI-M-1, Downgraded to Ca (sf); previously on Apr 18, 2012
Downgraded to Caa3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades are a result of deteriorating
performance and/or structural features resulting in higher
expected losses for certain bonds than previously anticipated.
Additionally, the actions reflect the recent late recognition of
losses related to principal forbearance modifications that
Homeward undertook before July 2012 in the transaction. Homeward
Residential Inc. had serviced the transaction until Ocwen Loan
Servicing acquired Homeward in December 2012.

The methodology used in this rating was "US RMBS Surveillance
Methodology", published June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.1% in April 2012 to 7.5% in April 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


AMERICREDIT AUTOMOBILE: Fitch Rates $24.9-Mil. Class E Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings and Rating Outlooks to
the notes issued by AmeriCredit Automobile Receivables Trust
(AMCAR) 2013-3:

-- $151,000,000 class A-1 notes 'F1+sf';
-- $316,700,000 class A-2 notes 'AAAsf'; Outlook Stable;
-- $242,500,000 class A-3 notes 'AAAsf'; Outlook Stable;
-- $76,600,000 class B notes 'AAsf'; Outlook Stable;
-- $94,900,000 class C notes 'Asf'; Outlook Stable;
-- $93,400,000 class D notes 'BBBsf'; Outlook Stable;
-- $24,900,000 class E notes 'BBsf'; Outlook Stable.

Key Rating Drivers

Weaker Credit Quality: The 2013-3 pool has marginally weaker
credit quality than recent transactions, with a 562 weighted
average (WA) Fair Isaac Corp. (FICO) score, a 240 WA internal
credit score and 91.2% 60+ month loan terms (extended term loans).
The pool is consistent with 2013-2, including 49.3% new vehicles,
55% cars and a 109% WA loan to value (LTV).

Consistent Credit Enhancement Structure: The cash flow
distribution is a sequential-pay structure. Initial hard credit
enhancement (CE) is consistent with the prior five transactions.
The reserve is 2.00% (nondeclining), and initial
overcollateralization (OC) is 5.25% growing to a target of 14.25%
of the outstanding pool balance (less the required reserve
amount).

Stronger Portfolio/Securitization Performance: Losses on General
Motors Financial Company, Inc.'s portfolio and 2009-2012 AMCAR
securitizations declined to some of its lowest levels, supported
by the gradual economic recovery and strong used vehicle values
supporting higher recovery rates.

Stable Corporate Health: Fitch rates General Motors Company (GM)
'BB+', Rating Outlook Stable, and General Motors Financial
Company, Inc. (GM Financial) 'BB', Rating Watch Positive. GM
Financial has recorded positive corporate financial results since
2010, and the overall health of GM has also improved.

Consistent Origination/Underwriting/Servicing: AmeriCredit
Financial Services Inc. (AFSI) demonstrates adequate abilities as
originator, underwriter and servicer, as evidenced by historical
portfolio delinquency and loss experience and securitization
performance. Fitch deems AFSI capable of adequately servicing this
series.

Legal Structure Integrity: The legal structure of the transaction
should provide that a bankruptcy of GM Financial would not impair
the timeliness of payments on the securities.

Rating Sensitivity

Unanticipated increases in the frequency of defaults and loss
severity on defaulted receivables could produce loss levels higher
than the base case and could result in potential rating actions on
the notes. Fitch evaluated the sensitivity of the ratings assigned
to each class of AmeriCredit Automobile Receivables Trust 2013-3
to increased losses over the life of the transaction. Fitch's
analysis found that each class of notes displays some sensitivity
to increased defaults and losses, with some classes showing
potential downgrades of up to two rating categories under Fitch's
moderate (1.5x base case loss) scenario. Some classes of notes
could experience downgrades of more than three rating categories
under Fitch's severe (2.5x base case loss) scenario.


ANCHORAGE CAPITAL 2013-1: Moody's Rates $32.4MM Cl. D Notes 'Ba3
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following ratings to notes to be issued by Anchorage Capital CLO
2013-1, Ltd. (the "Issuer"):

$295,000,000 Class A-1 Senior Secured Floating Rate Notes due 2025
(the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

$52,100,000 Class A-2a Senior Secured Floating Rate Notes due 2025
(the "Class A-2a Notes"), Definitive Rating Assigned Aa2 (sf)

$20,000,000 Class A-2b Senior Secured Fixed Rate Notes due 2025
(the "Class A-2b Notes"), Definitive Rating Assigned Aa2 (sf)

$26,000,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2025 (the "Class B Notes"), Definitive Rating Assigned A2 (sf)

$35,300,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2025 (the "Class C Notes"), Definitive Rating Assigned Baa3
(sf)

$32,400,000 Class D Secured Deferrable Floating Rate Notes due
2025 (the "Class D Notes"), Definitive Rating Assigned Ba3 (sf)

Ratings Rationale:

Moody's ratings of the Class A-1, Class A-2a, Class A-2b, Class B,
Class C, and Class D Notes (the "Notes") address the expected
losses posed to the noteholders. The ratings reflect the risks due
to defaults on the underlying portfolio of loans, the
transaction's legal structure, and the characteristics of the
underlying assets.

Anchorage 2013-1 is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first-lien
senior secured corporate loans. At least 90% of the portfolio must
be invested in senior secured loans or eligible investments and up
to 10% of the portfolio may consist of unsecured loans, senior
secured floating rate notes, second lien loans and bonds. The
underlying portfolio is expected to be approximately 60% ramped as
of the closing date and 100% ramped up to five months thereafter.

Anchorage Capital Group, L.L.C. ("Anchorage") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four-year
reinvestment period. After the reinvestment period, Anchorage may
purchase additional collateral using principal proceeds from
prepayments and sales of credit risk obligations, subject to
certain conditions.

In addition to the Notes rated by Moody's, the Issuer will issue
Class E and Subordinated Notes. The transaction incorporates
interest and par coverage tests which, if triggered, divert
interest and principal proceeds to pay down the notes in order of
seniority.

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

Par amount: $500,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 2540

Weighted Average Spread (WAS): 3.5%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.0 years.

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

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

Summary of the impact of an increase in default probability
(expressed in terms of WARF level) on the Notes (shown in terms of
the number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal:

Percentage Change in WARF -- increase of 15% (from 2540 to 2921)

Rating Impact in Rating Notches --

Class A-1 Notes: 0

Class A-2a Notes: -1

Class A-2b Notes: -1

Class B Notes: -1

Class C Notes: -1

Class D Notes: 0

Percentage Change in WARF -- increase of 30% (from 2540 to 3302)

Rating Impact in Rating Notches --

Class A-1 Notes: 0

Class A-2a Notes: -2

Class A-2b Notes: -2

Class B Notes: -3

Class C Notes: -1

Class D Notes: -1

The V Score for this transaction is Medium/High. Moody's assigned
this V Score in a manner similar to the Medium/High V Score
assigned for the global cash-flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009.

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 Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.


ASHFORD CDO I: Moody's Lifts Ratings on Five SF CDO Classes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Ashford CDO I Ltd.:

$121,600,000 Class A-1LA Notes (current balance of
$30,438,513.46), Upgraded to Aaa (sf); previously on December 8,
2011 Upgraded to A3 (sf);

$30,400,000 Class A-1LB Notes, Upgraded to Aa1 (sf); previously on
December 8, 2011 Upgraded to Baa3 (sf);

$38,000,000 Class A-2L Notes, Upgraded to A2 (sf); previously on
December 8, 2011 Upgraded to Ba2 (sf);

$27,000,000 Class A-3L Notes, Upgraded to Baa3 (sf); previously on
December 8, 2011 Upgraded to B1 (sf);

$20,000,000 Class B-1L Notes (current balance of $16,880,302),
Upgraded to B2 (sf); previously on December 8, 2011 Upgraded to
Caa2 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the deleveraging of the Class A-1LA Notes
and an increase in the transaction's overcollateralization ratios.
Moody's notes that the Class A-1LA Notes have been paid down by
approximately 62% or $50 million since September 2012. Based on
the latest trustee report dated June 3, 2013, the Class A and
Class B overcollateralization ratios are reported at 124.0% and
103.1%, respectively, versus September 2012 levels of 119.4% and
96.6%, respectively. The overcollateralization ratios reported on
the June 3, 2013 trustee report do not reflect the $29.6 million
of Class A-1LA Note paydown on the June 2013 payment date. Moody's
notes that previously deferred interest on the Class B-1L Notes
was partially paid on the June 2013 payment date as the Class B
overcollateralization test began passing.

Ashford CDO I Ltd., issued in December 2005, is a collateralized
debt obligation backed primarily by a portfolio of CLO tranches
originated from 2004 to 2007.

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 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 Non-investment grade rated assets notched up by 2 rating
notches:

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

Moody's Non-investment grade rated assets notched down by 2 rating
notches:

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

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.


ATRIUM V: Moody's Upgrades Rating on $19.33MM Cl. D Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Atrium V:

$110,000,000 Class A-1 Floating Rate Notes Due July 20, 2020
(current outstanding balance of $109,670,405), Upgraded to Aaa
(sf); previously on July 8, 2011 Upgraded to Aa1 (sf);

$83,000,000 Class A-2b Floating Rate Notes Due July 20, 2020,
Upgraded to Aaa (sf); previously on July 8, 2011 Upgraded to Aa1
(sf);

$16,000,000 Class A-3b Floating Rate Notes Due July 20, 2020,
Upgraded to Aaa (sf); previously on July 8, 2011 Upgraded to Aa1
(sf);

$41,000,000 Class A-4 Floating Rate Notes Due July 20, 2020,
Upgraded to Aa1 (sf); previously on July 8, 2011 Upgraded to A1
(sf);

$51,500,000 Class B Floating Rate Notes Due July 20, 2020,
Upgraded to A3 (sf); previously on July 8, 2011 Upgraded to Baa2
(sf);

$32,500,000 Class C Floating Rate Notes Due July 20, 2020,
Upgraded to Baa3 (sf); previously on July 8, 2011 Upgraded to Ba1
(sf);

$19,330,000 Class D Floating Rate Notes Due July 20, 2020,
Upgraded to Ba2 (sf); previously on July 8, 2011 Upgraded to Ba3
(sf).

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

$333,000,000 Class A-2a Floating Rate Notes Due July 20, 2020
(current outstanding balance of $331,753,533), Affirmed Aaa (sf);
previously on July 27, 2006 Assigned Aaa (sf);

$142,000,000 Class A-3a Floating Rate Notes Due July 20, 2020
(current outstanding balance of $141,526,582), Affirmed Aaa (sf);
previously on April 4, 2011 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in August 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 a higher WAS of 3.76% compared to the level assumed
in the prior rating review.

Moody's also notes that the credit quality of the collateral pool
has improved. Based on the May 2013 trustee report, the WARF has
decreased to 2577 from 2679 in December 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 $904 million, defaulted par of $21.8 million,
a weighted average default probability of 18.94% (implying a WARF
of 2666), a weighted average recovery rate upon default of 48.58%,
and a diversity score of 77. 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.

Atrium V, 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% (2133)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class A-3a: 0

Class A-3b: 0

Class A-4: +1

Class B: +3

Class C: +3

Class D: +1

Moody's Adjusted WARF + 20% (3199)

Class A-1: 0

Class A-2a: 0

Class A-2b: -1

Class A-3a: 0

Class A-3b: -1

Class A-4: -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.

3) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to participate in amend-to-
extend offerings. Moody's tested for a possible extension of the
actual weighted average life in its analysis.


AVERY POINT II: S&P Assigns 'BB' Rating to Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

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

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

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

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

   -- The portfolio 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 0.2739%-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

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.


BANC OF AMERICA 2007-BMB1: Moody's Takes Action on 11 Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed seven class of Banc of America Large Loan, Inc.
Commercial Mortgage Pass-Through Certificates, Series 2007-BMB1.

Cl. B, Affirmed Aaa (sf); previously on May 30, 2013 Upgraded to
Aaa (sf)

Cl. C, Upgraded to Aaa (sf); previously on May 30, 2013 Upgraded
to Aa2 (sf) and Placed Under Review for Possible Upgrade

Cl. D, Upgraded to Aa1 (sf); previously on May 30, 2013 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Aa2 (sf); previously on May 30, 2013 Upgraded
to A1 (sf) and Placed Under Review for Possible Upgrade

Cl. F, Upgraded to A1 (sf); previously on May 30, 2013 Upgraded to
A3 (sf) and Placed Under Review for Possible Upgrade

Cl. G, Affirmed Baa1 (sf); previously on May 30, 2013 Upgraded to
Baa1 (sf)

Cl. H, Affirmed Ba1 (sf); previously on May 30, 2013 Upgraded to
Ba1 (sf)

Cl. J, Affirmed Ba3 (sf); previously on May 30, 2013 Upgraded to
Ba3 (sf)

Cl. K, Affirmed B2 (sf); previously on May 30, 2013 Upgraded to B2
(sf)

Cl. L, Affirmed Caa3 (sf); previously on May 30, 2013 Upgraded to
Caa3 (sf)

Cl. X, Affirmed Ba3 (sf); previously on May 30, 2013 Affirmed Ba3
(sf)

Ratings Rationale:

The upgrades are due to increased credit support resulting from
the payoff of one loan which decreased the pool balance by 25%
since last review. The affirmations of the P&I classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain their
current ratings. The rating of the IO Class, Class X, is
consistent with the expected credit performance of its referenced
classes and thus is affirmed. On May 30, 2013, Moody's put Classes
C through F Under Review for Possible Upgrade due to the expected
pay off of the Blackstone Hotel Portfolio. This concludes Moody's
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.

Moody's central global macroeconomic outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even deeper than currently
expected recession in the euro area, accompanied by deeper credit
contraction, potentially triggered by a further intensification of
the sovereign debt crisis; ii) slower-than-expected recovery in
major emerging markets following the recent slowdown; and iii) an
escalation of geopolitical tensions, resulting in adverse economic
developments.

The principal methodology used in this rating was "Moody's
Approach to Rating 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 May 30, 2013.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
certificate balance decreased by approximately 83% to $301.5
million from $1.73 billion at securitization. The Certificates are
collateralized by one floating-rate loan.

The pool has experienced $10.9 million in losses due to the
liquidation of the Readers Digest loan in February 2012. There are
no interest shortfalls nor are any loans in special servicing.

The remaining loan is the Stamford Office Portfolio loan ($301.5
million; 75% of the pooled balance) which is secured by seven
office properties totaling 1.7 million square feet located in
Stamford, Connecticut. As of February 2013, the properties were
86% leased with average in-place net rents of $40.23 per square
foot. According to CBRE Econometric Advisors, asking rents for
Stamford Class A properties are $37.48 per square foot with a
vacancy rate of 17.8%. The loan was modified in 2010 and has an
extended maturity date of August 2013 with a one-year extension
remaining. The collateral is encumbered with additional debt in
the form of a $98.5 million subordinate mortgage and $400 million
of mezzanine debt. Moody's current pooled LTV is 91% and stressed
DSCR is 1.07X. Moody's current credit assessment is B2, the same
as last review.


BEAR STEARNS 2003-PWR2: Fitch Cuts Rating on Class M Notes to 'CC'
------------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed 11 classes of Bear
Stearns Commercial Mortgage Securities Trust commercial mortgage
pass-through certificates series 2003-PWR2.

Key Rating Drivers

The affirmations are due to increased credit enhancement from
significant paydowns and stable performance of the pool. The
downgrades reflect the increase in losses.

Fitch modeled losses of 5.2% of the remaining pool; expected
losses on the original pool balance total 2.2%, including losses
already incurred. The pool has experienced $6.5 million (0.6% of
the original pool balance) in realized losses to date. Fitch has
designated eight loans (16.2%) as Fitch Loans of Concern, which
includes one specially serviced asset (5.3%).

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 69.4% to $326.3 million from
$1.1 billion at issuance. Two loans (9.3%) are currently defeased.
Interest shortfalls are currently affecting classes M through P.

The largest contributor to Fitch's modeled losses is a 128,829
square foot (sf) office building (4.9%) located in Farmington
Hills, MI. The loan transferred to the special servicer in June
2012 due to imminent monetary default. The servicer is working to
stabilize the asset and occupancy is at 70% as of June 2013.

The second largest contributor to expected losses is a 156,351 sf
office property (3.7%) located in Long Beach, CA. The loan was
previously in special servicing and transferred back to the master
servicer in December 2009. The loan matures in August, 2013.

Rating Sensitivities

The ratings on the class A-4 through G notes are expected to be
stable as the credit enhancement remains high. Classes H through N
may be subject to further downgrades as losses are realized.

Fitch has downgraded the following classes:

-- $4.0 million class L notes to 'CCCsf' from 'Bsf'; RE 100%;
-- $5.3 million class M notes to 'CCsf' from 'CCCsf'; RE 90%;

Fitch has affirmed the following classes:

-- $188.8 million class A-4 notes at 'AAAsf'; Outlook Stable;
-- $26.7 million class B notes at 'AAAsf'; Outlook Stable;
-- $28.0 million class C notes at 'AAAsf'; Outlook Stable;
-- $9.3 million class D notes at 'AAAsf'; Outlook Stable;
-- $12.0 million class E notes at 'AAsf'; Outlook Stable;
-- $10.7 million class F notes at 'A-sf'; Outlook Stable;
-- $9.3 million class G notes at 'BBB+sf'; Outlook Stable;
-- $13.3 million class H notes at 'BBB-sf'; Outlook Negative;
-- $5.3 million class J notes at 'BBsf'; Outlook Negative;
-- $5.3 million class K notes at 'Bsf'; Outlook Negative.
-- $2.7 million class N notes at 'CCsf'; RE 0%.

Class A-1, A-2, and A-3 have paid in full. Fitch does not rate the
$5.5 million class P.

Fitch has previously withdrawn the rating on the interest-only
classes X-1 and X-2.


BEAR STEARNS 2006-PWR12: Moody's Cuts Ratings on 6 CMBS Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed seven classes of Bear Stearns Commercial Mortgage
Securities Trust 2006-PWR12 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jun 26, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jun 26, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Jun 26, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Dec 17, 2010 Confirmed
at Aaa (sf)

Cl. A-J, Downgraded to Ba1 (sf); previously on Jun 28, 2012
Downgraded to Baa3 (sf)

Cl. B, Downgraded to B2 (sf); previously on Jun 28, 2012
Downgraded to Ba2 (sf)

Cl. C, Downgraded to Caa1 (sf); previously on Jun 28, 2012
Downgraded to B1 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Jun 28, 2012
Downgraded to Caa1 (sf)

Cl. E, Downgraded to C (sf); previously on Jun 28, 2012 Downgraded
to Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Jun 28, 2012 Downgraded
to Ca (sf)

Cl. G, Affirmed C (sf); previously on Jun 28, 2012 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jun 28, 2012 Downgraded to C
(sf)

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

Ratings Rationale:

The downgrades are due to higher than anticipated realized losses
from specially serviced and troubled loans.

The affirmations of the investment-grade classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. The ratings of
the below investment grade classes are commensurate with 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.

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

Moody's rating action reflects a base expected loss of 7.8% of the
current balance. At last full review, Moody's base expected loss
was 7.0%. Moody's base expected loss plus realized loss is now
9.3% of the original balance compared to 9.0% at the 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.

Moody's central global macroeconomic outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even deeper than currently
expected recession in the euro area, accompanied by deeper credit
contraction, potentially triggered by a further intensification of
the sovereign debt crisis; ii) slower-than-expected recovery in
major emerging markets following the recent slowdown; and iii) an
escalation of geopolitical tensions, resulting in adverse economic
developments.

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

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 38 compared to 43 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 28, 2013.

Deal Performance:

As of the June 13, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $1.63
billion from $2.08 billion at securitization. The Certificates are
collateralized by 182 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 37%
of the pool. Two loans, representing 1.5% of the pool, have
defeased and are secured by U.S. Government securities.

Sixty-five loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $66.1 million (38% loss severity on
average). Fourteen loans, representing 10% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Stone Mountain Square Loan ($29.9 million -- 1.8% of
the pool), which is secured by a 336,600 square foot (SF) power
center located in Stone Mountain, Georgia. The loan transferred to
special servicing for the second time since securitization in
January of 2013 and a receiver was appointed in April 2013. T.J.
Maxx (9.5% of the NRA) has vacated its space but continues to pay
rent until its lease expires in January 2014. The special servicer
indicated that the receiver's strategy is to release the dark
space and lease up.

The second largest loan in special servicing is the Titan
Portfolio Loan ($29.0 million -- 1.8% of the pool), which is
secured by four cross-collateralized and cross-defaulted
industrial properties located in three MSA's (San Antonio, El Paso
& McAllen, TX). The loan transferred to specially servicing in
August 2010 for payment default. The portfolio is currently in the
process of being sold which is expected to be completed by the end
of 2013.

The remaining 12 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $77.0
million loss for the specially serviced loans (48% expected loss
on average).

Moody's has assumed a high default probability for 18 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $21.6 million loss (18% expected loss on average) from
these troubled loans.

Moody's was provided with full and/or partial year 2012 operating
results for 92% of the pool's non-specially serviced loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 94% compared to 98% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 11%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.38X and 1.11X, respectively, compared to
1.35X and 1.23X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 23% of the pool. The largest
loan is the 1675 Broadway Loan ($151.1 million -- 9.3% of the
pool), which is secured by a leasehold interest in a 761,092 SF
office building located in the Times Square/West Side submarket of
New York City. The property is also encumbered by a $25.0 million
B-Note. The building is 100% leased to three tenants -- The
MacManus Group (56% of the NRA; lease expiration January 2021),
Mayer Brown LLP (33% of the NRA; lease expiration August 2015) and
ARENT Fox, PPLC (11% of the NRA; lease expiration June 2018).
After the conclusion of a five year interest-only period, the loan
began amortizing in July 2011. The property's 2012 cash flow
increased due to an increase in base rent. Moody's LTV and
stressed DSCR are 57% and 1.70X, respectively, compared to 66% and
1.48X at last review.

The second largest loan is the Woodland Mall Loan ($147.6 million
-- 9.0% of the pool), which is secured by a 1.1 million SF mall
located in Grand Rapids, Michigan. The collateral consists of
397,897 SF of in-line tenant space. Excluded from the collateral
are shadow anchors, including Sears, JC Penney, Macy's and Kohl's.
As of January 2013 the property was 97% leased compared to 91% at
last review. The loan is sponsored by PREIT. For the trailing
twelve months ending in March 2013, in-line sales and occupancy
costs were $426 PSF and 12.4% respectively. Average in-line sales
excluding sales from the Apple Store (<1% of the NRA; lease
expires June 2015) decreased to $299 PSF. Moody's LTV and stressed
DSCR are 117% and 0.81X, respectively, the same as at last review.

The third largest loan is the Orange Plaza Loan ($83.9 million -
5.1% of the pool), which is secured by a 765,400 SF power center
in Middletown, New York. Major tenants include Wal-Mart (30% of
the NRA; lease expiration April 2022), Home Depot (15% of the NRA;
lease expiration January 2015) and Kohl's (12% of the NRA; lease
expiration January 2023). The property cashflow decreased slightly
year over year due to a decrease in percentage rents and expense
reimbursements. Moody's LTV and stressed DSCR are 105% and 0.88X,
respectively, the same as at last review.


BECKMAN COULTER: Fitch Hikes Rating on Class A Certificates to BB
-----------------------------------------------------------------
Fitch Ratings upgrades the rating on one class of Beckman Coulter,
Inc., series BC 2000-A.  The Rating Outlook has been revised to
Stable from Positive.

Key Ratings Drivers

The upgrade is the result of stable performance at the two
collateral properties and creditworthiness of the tenant. The
single tenant at both properties, Danaher Corporation, is an
investment grade-rated tenant that operates five distinct business
segments that specialize in the manufacturing, design, and
marketing of products and services focused in the life sciences
industry.

Ratings Sensitivity

The Stable Outlook reflects that no future rating actions are
anticipated. The lease payments cover the debt service for the
life of the transaction and credit enhancement will continue to
increase due to loan amortization.

The loans are secured by two single-tenant office/research and
development facilities, located in Brea, CA and Miami, FL and
comprising a total of approximately 1.1 million square feet. Each
property is subject to a triple net lease in which the tenant is
obligated to remit rental payments at a rate reflecting an amount
equal to the loan's principal and interest payments. The leases
expire within one month of the loans' maturity dates of June 30,
2018. Assuming no defaults or prepayments, the confined balance of
the loans at maturity is expected to be approximately $53.1
million ($46 per square foot).

The loan remains current on its principal and interest payments.
As part of its analysis, Fitch took the current in-place rents and
deducted market vacancy factors, market management fees, and
assumed capital expenditures and leasing costs in order to derive
a normalized operating cash flow for the properties. The resulting
stressed debt service coverage ratio, which gives credit for
amortization and is based upon Fitch's stressed cash flow and a
debt service constant of 9.66%, is 1.55 times (x).

As of the July 2012 distribution date, the pool's aggregate
certificate balance has decreased 20% to C$87.7 million from
C$109.7 million at issuance. The loans mature Nov. 15, 2018 and
have a weighted-average coupon of 7.5%.

Fitch has upgraded the following:

-- $92.2 million class A to 'BB' from 'BB-'; Outlook revised
   to Stable from Positive.


CALLIDUS DEBT VII: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, and C notes from Callidus Debt Partners CLO Fund VII Ltd., a
U.S. collateralized loan obligation managed by GSO/Blackstone Debt
Funds Management.  At the same time, S&P affirmed its ratings on
the class D and E notes.

The upgrades reflect paydowns to the class A notes since S&P's
February 2012 rating actions.  The affirmed ratings reflect S&P's
belief that the credit support available is commensurate with the
current rating levels.

Post-reinvestment period principal amortization has resulted in
$128.55 million in paydowns to the class A notes since S&P's last
rating actions, which were based on the trustee report dated
Jan. 23, 2012.  The transaction's overall overcollateralization
(O/C) ratio tests have benefited from the principal paydowns; for
example, the class A/B O/C test has increased to 134.61% from
125.02%.

Further, the credit quality of the underlying portfolio has
improved over the same period.  According to the May 2013 trustee
report, the transaction held $1.58 million in defaulted assets,
down from the $2.98 million noted in the January 2012 trustee
report.  The amount of 'CCC' rated collateral held in the
transaction's asset portfolio also fell to $28.62 million from
$33.49 million in January 2012.  In addition, the transaction
currently holds $53.66 million in principal cash.  A portion of
this cash may be used to reinvest.  S&P considered this in its
analysis.

S&P also notes that, according to the May 2013 trustee report, the
transaction held $10.60 million of long-dated assets that mature
after the stated maturity of the transaction.  S&P's analysis
accounted for the potential market value and/or settlement-related
risk arising from the potential liquidation of the remaining
securities on the legal final maturity date of the transaction.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Callidus Debt Partners CLO Fund VII Ltd.

Class     Rating            Rating
          To                From
A         AAA (sf)          AA+ (sf)
B         AA+ (sf)          AA (sf)
C         A+ (sf)           A- (sf)

RATINGS AFFIRMED

Callidus Debt Partners CLO Fund VII Ltd.

Class              Rating
D                  BBB (sf)
E                  BB (sf)


CAPITALSOURCE REAL: Fitch Affirms 'C' Ratings on 2 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of CapitalSource Real
Estate Loan Trust 2006-A (CapitalSource 2006-A) reflecting Fitch's
base case loss expectation of 34.9%. Fitch's performance
expectation incorporates prospective views regarding commercial
real estate market value and cash flow declines.

Key Rating Drivers

Since the last rating action, principal paydowns to classes A-A,
A-1R, and A-2A were $176.8 million. Eleven assets are no longer in
the pool, 10 of which were repaid in full and one of which was
sold at a discount with a de minimis loss realized. As of the May
2013 trustee report, all overcollateralization and interest
coverage tests were in compliance.

CapitalSource 2006-A is primarily collateralized by senior
commercial real estate (CRE) debt with 87.2% of the total
collateral consisting of whole loans/A-notes. According to the May
2013 trustee report and per Fitch categorizations, the remaining
collateral consisted of term loan financing (5.4%), commercial
mortgage-backed securities (CMBS; 2.6%), B-notes (2.5%),
residential mortgage-backed securities (RMBS: 2.2%), and principal
cash (0.1%). The combined percentage of defaulted assets and
assets of concern has increased slightly to 33.9% from 31.3% at
the last rating action. The weighted average Fitch-derived rating
of the rated securities has declined to 'CCC+' from 'BB-/B+' at
the last rating action due to ratings downgrade of the underlying
RMBS bonds.

Under Fitch's surveillance methodology, approximately 67.3% 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 7%. Modeled recoveries are average at 48.2%.

The largest component of Fitch's base case loss expectation is a
whole loan (10.3%) which was initially secured by the construction
of a 331-key hotel property located in Atlantic City, NJ.
Construction has since been completed and the property is fully
operational. Property cash flow has been insufficient to support
debt service over the past two years in 2011 and 2012. For the
trailing 12 months ended March 2013, occupancy, average daily
rate, and revenue per available room were 49.5%, $136, and $67,
respectively. Fitch modeled a term default with a significant loss
under its base case scenario.

The next largest component of Fitch's base case loss expectation
is an A-note (4.5%) secured by over 2,000 acres of land located in
the Pocono Mountains of Pennsylvania. The initial business plan
was to develop the site with retail and multifamily in multiple
phases, but due to economic downturn, the plan was not realized.
The loan was recently extended for an additional year to March
2014. Fitch modeled a term default with a significant loss under
its base case scenario.

The third largest component of Fitch's base case loss expectation
is an A-note (5.6%) secured by over 6,000 acres of land located in
Edgewater and New Smyrna Beach, FL. The initial business plan was
to develop single-family homes and commercial space; however, the
market downturn put a halt to this plan. The land is heavily
forested and comprises of wetlands; thereby only a portion of the
land is developable. Debt service on this loan was previously
funded with revenue from timber operations at the property and
through timber reserves transferred to debt service reserves.
These reserves were depleted in late 2012 and shortly afterwards,
the borrower agreed to transfer the property to the lender in lieu
of foreclosure. A deed in lieu was completed in May 2013.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio. Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates. The default
levels were then compared to the breakeven levels generated by
Fitch's cash flow model of the CDO under the various default
timing and interest rate stress scenarios, as described in the
report 'Global Criteria for Cash Flow Analysis in CDOs'. The
breakeven rates for classes A-1A, A-1R, A-2A, A-2B, and B are
generally consistent with the ratings assigned below.

The ratings for classes C through J are based upon a deterministic
analysis that considers Fitch's base case loss expectation for the
pool and the current percentage of defaulted assets and assets of
concern, factoring in anticipated recoveries relative to each
class' credit enhancement.

Rating Sensitivities

The rating on class A-2A is expected to remain stable. The
Negative Outlooks on classes A-1A, A-1R, A-2B, and B reflect the
potential for future downgrades if there is deterioration of loan
performance or if the ratings of the underlying rated securities
migrate downward. The junior classes are subject to downgrade as
losses are realized or if realized losses exceed Fitch's
expectations.

CapitalSource 2006-A was initially issued as a $1.3 billion
revolving CRE CDO managed by CapitalSource Finance, LLC
(CapitalSource), a subsidiary of CapitalSource, Inc. In the fourth
quarter of 2010, NS Advisors II, LLC (NS Advisors II) became the
delegated collateral manager for the CDO under the delegation
provisions of the Indenture. All collateral manager
responsibilities and fees have been delegated to NS Advisors II.
In addition, an amendment to the servicing agreement replaced the
special servicer of the CDO with NS Servicing, LLC (NS Servicing).
NS Servicing assumed all rights, interests, duties, and
obligations as special servicer under the servicing agreement
previously held by CapitalSource.

Fitch has affirmed the following classes as indicated:

-- $148.4 million class A-2A at 'BBsf'; Outlook Stable;
-- $30.8 million class A-1A at 'BBsf'; Outlook Negative;
-- $124.1 million class A-1R at 'BBsf'; Outlook Negative;
-- $125 million class A-2B at 'BBsf'; Outlook Negative;
-- $82.9 million class B at 'Bsf'; Outlook Negative;
-- $62.4 million class C at 'CCCsf'; RE 100%;
-- $30.2 million class D at 'CCCsf'; RE 0%;
-- $30.2 million class E at 'CCCsf'; RE 0%;
-- $26.7 million class F at 'CCsf'; RE 0%;
-- $33.2 million class G at 'CCsf'; RE 0%;
-- $31.2 million class H at 'Csf'; RE 0%;
-- $47.5 million class J at 'Csf'; RE 0%.


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

Issuer: Capital Auto Receivables Asset Trust 2013-2

Class A-1, Definitive Rating Assigned Aaa (sf)

Class A-2, Definitive Rating Assigned Aaa (sf)

Class A-3, Definitive Rating Assigned Aaa (sf)

Class A-4, Definitive Rating Assigned Aaa (sf)

Class B, Definitive Rating Assigned Aa1 (sf)

Class C, Definitive Rating Assigned A1 (sf)

Class D, Definitive Rating Assigned Baa1 (sf)

Class E, Definitive Rating Assigned 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 Ba1 for the Class C notes, and from Baa2 to B3 for the Class
D 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 B1 for the Class C Notes, and to
below B3 for the Class D 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 both the Class C Notes and Class D 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.


CARLYLE GLOBAL: S&P Assigns Prelim. 'BB' Rating on Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Carlyle Global Market Strategies CLO 2013-3
Ltd./Carlyle Global Market Strategies CLO 2013-3 LLC's
$481.5 million floating-rate notes.

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

The preliminary ratings are based on information as of June 26,
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 (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.27%-12.81%.

   -- 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/1626.pdf

PRELIMINARY RATINGS ASSIGNED

Carlyle Global Market Strategies CLO 2013-3 Ltd./Carlyle Global
Market Strategies CLO 2013-3 LLC

Class                 Rating                     Amount
                                                 (mil $)
A-1A                  AAA (sf)                   249.00
A-1B                  AAA (sf)                    75.00
A-2A                  AA (sf)                     31.00
A-2B                  AA (sf)                     15.00
B (deferrable)        A (sf)                      43.00
C (deferrable)        BBB (sf)                    24.00
D (deferrable)        BB (sf)                     24.50
E (deferrable)        B (sf)                      10.00
P(i)                  A- pNRi (sf)                10.00
Subordinated notes    NR                          45.40

  (i) The class P securities consist of approximately $1.50
      million in subordinated notes and zero-coupon note issued by
      Citigroup Inc. due July 20, 2020, with a total face value of
      $10 million. The 'p' subscript indicates that the rating
      addresses only the principal portion of the obligation.
'NRi' indicates that the interest is not rated.
SDR - Scenario default rate.
BDR - Break-even default rate.
NR - Not rated.


CARLYLE HIGH YIELD VII: Moody's Lifts Rating on 4 Note Tranches
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Carlyle High Yield Partners VII, Ltd.:

$14,800,000 Class B Floating Rate Notes Due September 30, 2019,
Upgraded to Aaa (sf); previously on September 7, 2012 Upgraded to
Aa1 (sf)

$21,200,000 Class C Floating Rate Deferrable Notes Due September
30, 2019, Upgraded to Aa1 (sf); previously on September 7, 2012
Upgraded to A3 (sf)

$16,000,000 Class D-1 Floating Rate Deferrable Notes Due September
30, 2019 (current outstanding balance of $14,382,330.56), Upgraded
to Baa3 (sf); previously on July 7, 2011 Upgraded to Ba2 (sf)

$8,000,000 Class D-2 Fixed Rate Deferrable Notes Due September 30,
2019 (current outstanding balance of $7,191,165.27), Upgraded to
Baa3 (sf); previously on July 7, 2011 Upgraded to Ba2 (sf)

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

$206,000,000 Class A-1 Floating Rate Notes Due September 30, 2019
(current outstanding balance of $61,342,221.97), Affirmed Aaa
(sf); previously on September 7, 2012 Upgraded to Aaa (sf)

$87,000,000 Class A-2-A Floating Rate Notes Due September 30, 2019
(current outstanding balance of $25,814,424.19), Affirmed Aaa
(sf); previously on July 7, 2011 Upgraded to Aaa (sf)

$13,000,000 Class A-3 Floating Rate Notes Due September 30, 2019
(current outstanding balance of $3,963,353.47), Affirmed Aaa (sf);
previously on September 7, 2012 Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2012. Moody's notes that the Class
A Notes have been paid down by approximately 57% or $119.5 million
since the last rating action, including a distribution of $54
million on April 1, 2013. Based on the latest trustee report dated
May 3, 2013, the Class A/B, Class C, and Class D
overcollateralization ratios are reported at 159.76%, 133.11%, and
113.8%, respectively, versus August 2012 levels of 127.74%,
116.76%, and 107.36%, respectively. Moody's also notes that the
deal held $24.8 million of cash in its principal collections
account in May 2013.

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 2951
compared to 2553 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 $160 million, defaulted par of $10.7 million,
a weighted average default probability of 16.29% (implying a WARF
of 2633), a weighted average recovery rate upon default of 50.23%,
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.

Carlyle High Yield Partners VII, Ltd., issued in September 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.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 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% (2106)

Class A1: 0
Class A2: 0
Class A3: 0
Class B: 0
Class C: +1
Class D1: +2
Class D2: +3

Moody's Adjusted WARF + 20% (3160)

Class A1: 0
Class A2: 0
Class A3: 0
Class B: 0
Class C: 0
Class D1: -1
Class D2: -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.


CATAMARAN CLO 2013-1: S&P Assigns 'BB' Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Catamaran CLO 2013-1 Ltd./Catamaran CLO 2013-1 LLC's
$426.3 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

   -- 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 comprises
      primarily 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 0.29%-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
      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 before paying uncapped
      administrative expenses and fees, hedge termination
      payments, subordinated, deferred senior, and incentive
      management fees, and subordinated note payments to principal
      proceeds to purchase 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/1627.pdf

RATINGS ASSIGNED

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

Class                     Rating                     Amount
                                                   (mil. $)
A                         AAA (sf)                   277.80
B                         AA (sf)                     61.00
C (deferrable)            A (sf)                      33.75
D (deferrable)            BBB (sf)                    23.35
E (deferrable)            BB (sf)                     19.70
F (deferrable)            B (sf)                      10.70
Subordinated securities   NR                          38.70

NR-Not rated.


CHASE FUNDING 2003-C2: Moody's Cuts Ratings on $58MM RMBS Issues
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
tranches from Chase Funding Loan Acquisition Trust 2003-C2, backed
by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Chase Funding Loan Acquisition Trust 2003-C2

Cl. IA, Downgraded to Baa1 (sf); previously on May 23, 2013
Downgraded to A3 (sf)

Cl. IIA, Downgraded to Baa3 (sf); previously on May 23, 2013
Downgraded to Baa1 (sf)

Cl. IA-P, Downgraded to Baa1 (sf); previously on May 23, 2013
Downgraded to A3 (sf)

Cl. IIA-P, Downgraded to Baa3 (sf); previously on May 23, 2013
Downgraded to Baa1 (sf)

Cl. B-1, Downgraded to B3 (sf); previously on May 23, 2013
Downgraded to Ba2 (sf)

Cl. B-2, Downgraded to Caa1 (sf); previously on May 23, 2013
Downgraded to B1 (sf)

Ratings Rationale:

The rating actions reflect correction of an input error in the
models used by Moody's in rating this transaction previously. The
remaining lives of certain loans in the transaction were
overestimated, causing the estimated projected collateral losses
to be modeled incorrectly. The error has now been corrected, and
these rating actions reflect that change. The rating actions also
reflect recent performance of the underlying pools and Moody's
updated expected losses on the pools.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

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 2013.
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.


CITIGROUP 2007-FL3: Moody's Affirms Ratings on 11 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes of
Citigroup Commercial Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2007-FL3.

Cl. A-2, Affirmed Aaa (sf); previously on Nov 17, 2011 Upgraded to
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Aug 16, 2012 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aa2 (sf); previously on Aug 16, 2012 Upgraded to
Aa2 (sf)

Cl. D, Affirmed A2 (sf); previously on Nov 17, 2011 Upgraded to A2
(sf)

Cl. E, Affirmed A3 (sf); previously on Nov 17, 2011 Upgraded to A3
(sf)

Cl. F, Affirmed Baa2 (sf); previously on Nov 17, 2011 Upgraded to
Baa2 (sf)

Cl. G, Affirmed Ba1 (sf); previously on Nov 17, 2011 Upgraded to
Ba1 (sf)

Cl. H, Affirmed B1 (sf); previously on Nov 17, 2011 Upgraded to B1
(sf)

Cl. J, Affirmed Caa1 (sf); previously on Oct 21, 2010 Downgraded
to Caa1 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Oct 21, 2010 Downgraded
to Caa3 (sf)

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

Ratings Rationale:

The affirmations 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 rating of
the interest-only class, Class X-2, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

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

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

Moody's 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 August 16, 2012.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
pooled certificate balance decreased by approximately 83% to
$142.9 million from $845.8 billion at securitization due to the
payoff of 14 loans and principal pay downs associated with the two
remaining loans. The deal balance is the same as last review. The
Certificates are collateralized by two floating-rate loans (7% and
93% of the pooled balance). The pool is comprised of only hotel
properties.

The pool has not experienced losses since securitization. There
are no loans in special servicing. As of the June remittance
report, there are no interest shortfalls to the pool, however the
rake Class AVA had a shortfall totaling $4,424. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Moody's weighed average pooled loan to value (LTV) ratio is over
100%, the same as last review, and 59% at securitization. Moody's
pooled stressed DSCR is 1.01X, the same as last review and 1.95X
at securitization.

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. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 1, the same as last review.

The largest pooled exposure is the Fairmont Scottsdale Princess
loan ($133 million; 93.1% of the pool balance) which is secured by
a 651 room full-service hotel located in Scottsdale, Arizona. The
loan was modified in June 2011 which included a 64 month extension
until December 31, 2013, a $7 million principal paydown to the A
note and a payoff of the $40 million mezzanine loan. According to
Smith Travel Research, revenue per available room (RevPAR) for the
trailing twelve month (TTM) period ending March 2013 was $150.30,
up 4.5% from the RevPAR for the same period in 2012 while RevPAR
for Phoenix increased 2.2% for the same period. The property's net
cash flow TTM ending March 2013 was $8.2 million compared to the
2012 NCF of $7.3 million. However, despite the growth, the net
cash flow is depressed since securitization. Moody's current LTV
is over 100% and stressed DSCR is 0.99X. Moody's current credit
assessment is Caa3, the same as last review.

The second largest loan in the pool is the Avalon Hotel loan
($9.85 million; 6.9% of the pool balance) which is secured by an
84-room boutique hotel in Beverly Hills, California. The property
was originally built in 1949 as a luxury apartment house and
community center located four blocks from Rodeo Drive. The 2012
net cash flow for the property was $1.2 million with a RevPAR of
$167.79. Moody's did not receive a recent Smith Travel Research
report for the property. The extended maturity date was modified
to December 31, 2013, with one additional extension option to
April 9, 2015. There is a rake Class AVA associated with this loan
that is not rated by Moody's. Moody's current LTV is 94% and
stressed DSCR is 1.27X. Moody's current credit assessment for the
pooled balance is B3, the same as last review.


COMM 2001-J2: Moody's Affirms Ratings on 5 Certificate Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed five classes of COMM 2001-J2 Commercial Pass-Through
Certificates as follows:

Cl. C, Affirmed Aaa (sf); previously on Apr 4, 2013 Upgraded to
Aaa (sf)

Cl. D, Upgraded to Aa1 (sf); previously on Apr 4, 2013 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Aa1 (sf); previously on Apr 4, 2013 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E-CS, Upgraded to Aa1 (sf); previously on Apr 4, 2013 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. E-IO, Upgraded to Aa1 (sf); previously on Apr 4, 2013 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. F, Upgraded to Aa1 (sf); previously on Apr 4, 2013 Baa3 (sf)
Placed Under Review for Possible Upgrade

Cl. G, Affirmed B2 (sf); previously on Apr 4, 2013 Affirmed B2
(sf)

Cl. H, Affirmed Ca (sf); previously on Apr 4, 2013 Affirmed Ca
(sf)

Cl. X, Affirmed Ba3 (sf); previously on Apr 4, 2013 Affirmed Ba3
(sf)

Cl. XC, Affirmed Ba3 (sf); previously on Apr 4, 2013 Affirmed Ba3
(sf)

Ratings Rationale:

The upgrades and affirmations of the pooled classes are based on
the credit quality of the one remaining loan in the pool, the AT&T
loan, which has defeased and is secured by U.S. Government
Securities, along with Moody's Expected Loss and projected
interest shortfalls from future workout fees. The rating of
interest-only Class E-IO is consistent with the expected credit
performance of the referenced classes and thus is upgraded. The
ratings of interest-only Class X and Class XC are consistent with
the expected credit performance of the referenced classes and thus
are affirmed. This review concludes the prior rating action dated
April 4, 2013.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

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

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated April 4, 2013.

Deal Performance:

As of the June 17, 2013 Payment Date, the transaction's aggregate
certificate balance has decreased by 88% to $188.4 million from
$1.5 billion at securitization. The Certificates are
collateralized by one loan, the AT&T Building loan ($188.4
million), that is fully defeased and is secured by U.S. Government
securities.

As of the June 17, 2013 Payment date, cumulative bond losses
totaled $770,433 affecting Class H. Accumulated interest
shortfalls totaled $3,328,381, affecting Classes G and H. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Interest shortfalls will continue to accrue each month due to the
workout fee of 1% of principal and interest payments assessed on
the AT&T loan and interest accruals on prior interest shortfalls.

The June 17, 2013 remittance statement includes interest
shortfalls and bond losses associated with the workout fee of 1%
of principal and interest payments on the Willowbrook Mall loan,
which paid off in full on March 1, 2013. Upon payoff of the
Willowbrook Mall loan approximately one-half of the workout fee
was applied as interest shortfalls affecting Classes D through H
and the balance was taken as a loss to Class H.

The defeased AT&T loan matures in August 2016 and is closed to
prepayment until three months prior to the maturity date. Upon pay
off of the AT&T loan a workout fee will be due equal to 1% of the
outstanding loan balance.


COMM 2005-FL11: Moody's Continues to Review Two B3-Rated Classes
----------------------------------------------------------------
Moody's Investors Service continues the review of two Interest
Only (IO) Classes Under Review for Possible Downgrade in COMM
2005-FL11 Commercial Mortgage Securities Corp. Series 2005-FL11:

Cl. X-2-DB, B3 (sf) Remains On Review for Possible Downgrade;
previously on Mar 20, 2013 B3 (sf) Remained On Review for Possible
Downgrade

Cl X-3-DB, B3 (sf) Remains On Review for Possible Downgrade;
previously on Mar 20, 2013 B3 (sf) Remained On Review for Possible
Downgrade

Ratings Rationale:

On March 20, 2012, Moody's placed Classes X-2-DB and X-3-DB under
review for possible downgrade citing the status of the specially
serviced Whitehall/Starwood Golf Portfolio Loan which was expected
to pay off which would leave the ratings on the IO Classes linked
to one REO loan. The Whitehall/Starwood Golf Portfolio Loan has
not paid off, but is still expected to pay off in the coming
weeks. Pending the payoff of the Whitehall/Starwood Gold Portfolio
Loan, Moody's continues its review of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

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

The methodologies used in this rating were "Moody's Approach to
Rating 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. The model
incorporates the CMBS IO calculator ver1.1 which uses the
following inputs to calculate the proposed IO rating based on the
published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point. For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator would provide both a Baa3
(sf) and Ba1 (sf) IO indication for consideration by the rating
committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated March 20, 2013.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 94%
to $105.2 million from $1.69 billion at securitization. The
Certificates are secured by two loans constituting 11% and 89% of
the pool balance.

Both loans in the pool (100%) are in special servicing.

The pool has experienced losses of $71,206 since securitization.
As of the June 17, 2013 remittance statement, there are interest
shortfalls totaling $74,542.12 to Class L. Generally, interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

The largest loan in the pool is the Whitehall/Starwood Golf
Portfolio Loan ($93.8 million - 89% of the pool balance) which was
initially supported by fee and leasehold interests in a portfolio
of 173 public and private golf courses containing 3,374 holes. Due
to property releases, the loan is now secured by 95 courses (27
fee owned courses and 68 leased/managed courses) containing
approximately 1,800 holes across the United States. The properties
are managed by AGC Corp. The servicer recently executed a
forbearance through May 2013, and a further forbearance into Q3
2013 is currently being negotiated. There is additional debt in
the form of a $105.6 million B-Note and $55.6 million of mezzanine
debt bringing the total debt to $255.0 million. A 2012 appraisal
valued the portfolio at $296.6 million. However, Moody's
recognizes the market for golf courses is soft with very limited
activity. Per the remittance report, this loan is expected to be
paid off in 3rd Quarter 2013. Moody's current pooled LTV is 70%.
Moody's current credit assessment is Ba3, the same as last review.

The second largest loan in the pool, the Single Tenant Retail
Portfolio Loan, formerly known as DDR/Macquarie Mervyn's Portfolio
Loan, ($11.4 million -- 11% of the pool balance), is in special
servicing and REO. This loan represents a pari-passu interest in a
$153.4 million first mortgage loan. The loan has paid down 41%
since securitization. The loan was originally secured by 35 single
tenant buildings leased to Mervyn's. Mervyn's filed for Chapter 11
bankruptcy protection in July 2008, closed all its stores, and
rejected the leases on all the properties in this portfolio. The
loan was transferred to special servicing in October 2008. The
special servicer is focused on selling or releasing the
properties. Eighteen properties have been sold. Seven of these
sales happened in March 2013. Of the seventeen properties that
remain, fourteen properties are fully or partially leased and
three properties are vacant. Moody's loan to value (LTV) ratio is
over 100%, the same as last review. Moody's current credit
assessment is C, the same as last review.


COMM 2013-CCRE9: Fitch to Rate $12.93MM Class F Certs at 'Bsf'
--------------------------------------------------------------
Fitch Ratings has issued a presale report on Deutsche Bank
Securities, Inc.'s COMM 2013-CCRE9 Commercial Mortgage Trust Pass-
Through Certificates.

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

-- $79,416,000 class A-1 'AAAsf'; Outlook Stable;
-- $78,042,000 class A-2 'AAAsf'; Outlook Stable;
-- $112,190,000 class A-SB 'AAAsf'; Outlook Stable;
-- $635,966,000 class A-3 'AAAsf'; Outlook Stable;
-- $1,033,370,000* class X-A 'AAAsf'; Outlook Stable;
-- $127,756,000a class A-M 'AAAsf'; Outlook Stable;
-- $80,859,000a class B 'AA-sf'; Outlook Stable;
-- $45,280,000a class C 'A-sf'; Outlook Stable;
-- $50,133,000a class D 'BBB-sf'; Outlook Stable;
-- $27,492,000a class E 'BBsf'; Outlook Stable;
-- $12,937,000a class F 'Bsf'; Outlook Stable.

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

The expected ratings are based on information provided by the
issuer as of June 24, 2013. Fitch does not expect to rate the
$260,364,970 interest-only class X-B or the $43,663,970 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 80 loans secured by 137 commercial
properties having an aggregate principal balance of approximately
$1.294 billion as of the cutoff date. The loans were contributed
to the trust by Cantor Commercial Real Estate Lending, L.P.;
German American Capital Corporation; UBS Real Estate Securities,
Inc., and KeyBank National Association.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 62.8% of the properties
by balance, cash flow analysis of 81.2%, and asset summary reviews
on 81.2% of the pool.

Key Rating Drivers

Average Leverage: The Fitch Ratings LTV of 97.9% is in line with
the average Fitch LTVs of 99.4% and 97.2% for transactions rated
in first-quarter 2013 and 2012, respectively. Additionally, the
Fitch DSCR of 1.32x is in line with the first-quarter 2013 average
DSCR for Fitch-rated deals of 1.36x. However, the Fitch DSCR is
above the 2012 average Fitch DSCR of 1.24x.

Diverse Pool: The largest property type in the pool is retail at
36.6%; the next largest is multifamily at only 13.3%. Hotel
properties represent only 10.4%. The largest 10 loans in the
transaction represent 46.1% of the total pool balance. This is
below the average for transactions rated by Fitch in 2012 and
2013, which have averaged 54.2% and 54.3% concentration in the top
10, respectively. Furthermore, the largest state concentration is
California at 17.4% with properties in Northern, Central, and
Southern California.

Secondary Mall Concentration: Three of the 11 largest loans in the
pool are secured by regional-malls. The largest loan, Northridge
Mall, and the third largest loan, Valley Hills Mall, are both
located in secondary markets but face limited direct competition.
The Sarasota Square is located in the more primary market of
Sarasota, FL, but is not the top mall in the market and faces new
competition in 2014. These three loans represent 14.3% of the
pool.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 4.2% below
the full-year 2012 net operating income (NOI) (for properties that
2012 NOI was provided, excluding properties that were stabilizing
during this period). Unanticipated further declines in property-
level NCF could result in higher defaults and loss severity on
defaulted loans, and could result in potential rating actions on
the certificates. Fitch evaluated the sensitivity of the ratings
assigned to COMM 2013-CCRE9 certificates and found that the
transaction displays average sensitivity to further declines in
NCF. In a scenario in which NCF declined a further 20% from
Fitch's NCF, a downgrade of the junior 'AAAsf' certificates to
'Asf' could result. In a more severe scenario, in which NCF
declined a further 30% from Fitch's NCF, a downgrade of the junior
'AAAsf' certificates to 'BBBsf' could result. The presale report
includes a detailed explanation of additional stresses and
sensitivities on pages 78-79.

The Master Servicer will be KeyCorp Real Estate Capital Markets,
rated 'CMS2' by Fitch. The special servicer will be Midland Loan
Services, rated 'CSS1' by Fitch.


COMM 2013-CCRE9: S&P Assigns Prelim. BB Rating to Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2013-CCRE9 Mortgage Trust's $1.29 billion
commercial mortgage pass-through certificates series 2013-CCRE9 .

The note issuance is a commercial mortgage-backed securities
transaction backed by 80 commercial mortgage loans with an
aggregate principal balance of $1.29 billion, secured by the fee
and leasehold interests in 137 properties across 27 states,
Washington, D.C., and Puerto Rico.

The preliminary ratings are based on information as of June 25,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
transaction structure, S&P's view of the underlying collateral's
economics, the trustee-provided liquidity, the collateral pool's
relative diversity, and S&P's overall qualitative assessment of
the transaction.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1623.pdf

PRELIMINARY RATINGS ASSIGNED

COMM 2013-CCRE9 Mortgage Trust

Class            Rating                  Amount ($)
A-1              AAA (sf)                79,416,000
A-2              AAA (sf)                78,042,000
A-SB             AAA (sf)               112,190,000
A-3              AAA (sf)               635,966,000
X-A              AAA (sf)          1,033,370,000(i)
X-B              NR                  260,364,970(i)
A-M              AAA (sf)               127,756,000
B                AA- (sf)                80,859,000
C                A- (sf)                 45,280,000
D                BBB- (sf)               50,133,000
E                BB (sf)                 27,492,000
F                BB- (sf)                12,937,000
G                NR                      43,663,970

(i) Notional amount.
NR-Not rated.


COMM 2013-THL: Moody's Rates Class F Securities '(P)B1(sf)'
-----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eight classes of CMBS securities, issued by COMM 2013-THL,
Commercial Mortgage Pass-Through Certificates.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. X-CP*, Assigned (P)A2 (sf)

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

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

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

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

Cl. F, Assigned (P)B1 (sf)

* Interest Only Class

Ratings Rationale:

The Certificates are collateralized by a single loan commercial
mortgage backed by first liens relating to 154 hotel properties.
The ratings are based on the collateral and the structure of the
transaction.

Moody's rating approach for securities backed by a single loan
compares the credit risk inherent in the underlying properties
with the credit protection offered by the structure. The
structure's credit enhancement is quantified by the maximum
deterioration in property value that the securities are able to
withstand under various stress scenarios without causing an
increase in the expected loss for various rating levels. In
assigning single borrower ratings Moody's also considers a range
of qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of the loan is determined primarily by two
factors: 1) Moody's assessment of the probability of default,
which is largely driven by the DSCR, and 2) Moody's assessment of
the severity of loss in the event of default, which is largely
driven by the LTV of the underlying loan. Moody's Trust LTV Ratio
is 82.4%, and has been assigned a bottom dollar credit assessment
of B1 by Moody's. Moody's Total LTV ratio (inclusive of mezzanine
financing) of 142% is also considered when analyzing various
stress scenarios for the rated debt. The Moody's Trust Stressed
DSCR at a 9.25% constant is 1.48X and the Moody's Total Stressed
DSCR (inclusive of mezzanine financing) is 0.85X.

The loan is solely collateralized by hotel properties that are
cross-collateralized and cross-defaulted. In assessing the benefit
due to "crossing" for this transaction, Moody's examined
underlying diversity that resulted from asset pooling. Moody's
considered the Herfindahl score of the portfolio by allocated loan
amounts, as well as the diversity of property locations. The
properties underlying the loan are geographically diverse and
benefit from a Herfindahl score of 97. However, significant
correlations exist due to pooling within a single property type.
Lodging properties are more correlated than properties of other
commercial real estate sectors. Moody's expect the underlying
property performance to be more correlated than most single
borrower, multi-property transactions previously rated by Moody's.

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

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

The 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 believes that strong organizational documents at the SPE
level serve as a significant deterrent against SPE bankruptcy
filings, although certain provisions within these documents have
not been tested in court.

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 was decreased by
5%, 14%, or 22%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa3, or A2, 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.


CREDIT SUISSE: Moody's Lowers Ratings on 3 RMBS Tranches
--------------------------------------------------------
Moody's Investor Service has downgraded the ratings of Class 2-A-1
and Class 2-A-X, and upgraded the rating of Class 7-M-1 from CSFB
Adjustable Rate Mortgage Trust 2004-2, backed by Alt-A loans.

Complete rating actions are as follows:

Issuer: CSFB Adjustable Rate Mortgage Trust 2004-2

Cl. 2-A-1, Downgraded to Ba2 (sf); previously on Jul 16, 2012
Confirmed at Baa3 (sf)

Cl. 2-A-X, Downgraded to Ba2 (sf); previously on Jul 16, 2012
Confirmed at Baa3 (sf)

Cl. 7-M-1, Upgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Caa1 (sf)

Ratings Rationale:

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools. Class 7-M-1 is
upgraded to Ba3 (sf) because an increase in the credit enhancement
available to the bond from excess spread and
overcollateralization.

The downgrades reflect correction of a prior error. Class 2-A-1
has the same credit enhancement as Class 2-A-2 and both tranches
are receiving their pro rata shares of the principal and interest
payments from group 2. According to the pooling and servicing
agreement, both tranches are at the same level in the principal
and interest payments waterfall and the allocation of losses
waterfall. Class 2-A-X is an Interest-Only tranche that is linked
to Class 2-A-1. On July 16, 2012, Class 2-A-2 was downgraded to
Ba2 (sf), while Class 2-A-1 and Class 2-A-X were confirmed at Baa3
(sf). These three tranches are equivalent bonds that should have
the same rating. Class 2-A-1 and Class 2-A-X have been downgraded
to Ba2 (sf) so that these bonds now carry the same rating as Class
2-A-2.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

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.


CREDIT SUISSE 2001-CF2: Moody's Cuts Ratings on 3 CMBS Classes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed one class of Credit Suisse First Boston Mortgage
Securities, Commercial Mortgage Pass-Through Certificates, Series
2001-CF2 as follows:

Cl. G, Affirmed B1 (sf); previously on Jun 24, 2011 Downgraded to
B1 (sf)

Cl. H, Downgraded to Caa1 (sf); previously on Jun 24, 2011
Downgraded to B3 (sf)

Cl. J, Downgraded to C (sf); previously on Oct 7, 2010 Downgraded
to Caa3 (sf)

Cl. A-X, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale:

The downgrade of two principal and interest bonds are due to
higher than expected realized and anticipated losses from
specially serviced and troubled loans. The IO bond, Class A-X, is
downgraded due to the decline in credit quality of its referenced
bonds as a result of the paydown of more highly rated bonds.

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

Moody's rating action reflects a base expected loss of 30.0% of
the current balance compared to 26.3% at last review. The actual
realized losses increased to $58.0 million (5.1% of the original
balance) from $36.6 million (3.2% of the original balance) at last
review. Base expected and realized losses are now 6.2% of the
original securities balance compared to 5.8% at last review.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 5 compared to 8 at last 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 Conduit and Large Loan models in formulating a
rating recommendation. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review.

Deal Performance

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $43.8
million from $1.13 billion at securitization. The Certificates are
collateralized by 13 mortgage loans ranging in size from less than
31% to less than 1% of the pool, with the top ten loans (excluding
defeasance) representing 81% of the pool. The pool contains no
loans with investment-grade credit assessments. One loan,
representing approximately 17% of the pool, is defeased and is
collateralized 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.

Forty loans have been liquidated from the pool, resulting in a
realized loss of $58.0 million (19% loss severity). Four loans,
representing 53% of the pool, are currently in special servicing.
The largest specially serviced exposure is the Jenkins Court Loan
($13.2 million -- 31% of the pool). The loan is secured by a
172,000 square-foot (SF), 1930-era office building in Jenkintown,
Pennsylvania, a northern suburb of Philadelphia. The building
includes a ground-floor retail component. The property was 82%
leased as of April 2013 compared to 86% at Moody's prior review.
Net operating income has followed a slow but steady downward
trajectory over recent years due to declining rental revenue
coupled with higher vacancy and increasing operating costs. The
loan was recently transferred to special servicing in May 2013 and
an appraisal has been ordered.

The second largest specially serviced loan is the Governor's
Office Park Loan ($4.5 million -- 11% of the pool). The loan is
secured by four office buildings located 30 miles south of Chicago
in Olympia Fields, Illinois. The property became real estate owned
(REO) in February 2012 and the special servicer indicated it is
marketing the property for sale.

The third largest specially serviced loan is the Elementis
Industrial Loan ($2.9 million -- 7% of the pool). The loan is
secured by a 125,000 SF industrial building located in East
Windsor, New Jersey. The property was transferred to special
servicing in December 2011 due to the sole tenant vacating. The
property remains vacant and borrower is moving towards a deed in
lieu to return the property.

Moody's has estimated an aggregate $11.1 million loss (49%
expected loss overall) for the specially serviced loans.

Moody's was provided with full year 2011 and 2012 operating
results for 55% and 53% of the pool's loans, respectively. Moody's
weighted average conduit LTV is 90% compared to 96% at last
review. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans. Moody's net cash flow
reflects a weighted average haircut of 14% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 10.3%.

Moody's actual and stressed conduit DSCRs are 1.07X and 1.42X,
respectively, compared to 1.02X and 1.29X 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 24% of the pool balance. The
largest loan is the Academy Hotel Loan ($5.1 million- 12% of the
pool), which is secured by a 196-room full service hotel located
in Colorado Springs, Colorado. The hotel was formerly a Best
Western but was unable to complete the property improvement plan
required by the franchise. The loan was previously in special
servicing and modified in November 2011. The modification extended
the maturity by three years and switched the note to interest
only. The property has been performing but remains on the
watchlist. Moody's LTV and stressed DSCR are 120% and 1.1X,
respectively, compared to 63% and 2.08X at last review.

The second largest loan is the Eckerds Loan ($4.3 million -- 10%
of the pool), which is secured by two retail properties in New
York State, totaling 24,000 square feet. The loan is on the master
servicers watchlist due to a low DSCR. The properties are 100%
leased to Eckerds on two leases. One lease expires in August 2022
and the second in July 2025. The loan has passed its anticipated
repayment date (ARD) of January 2010 and the final maturity is in
2031. Moody's LTV and stressed DSCR are 94% and 1.07X,
respectively, compared to 93% and 1.08X at last review.

The third largest loan is the Rite Aid Pharmacy Loan ($1.2 million
-- 3% of the pool), which is secured by a 11,000 SF Rite Aid store
located in Belvidere, New Jersey. The property is 100% leased by
Rite Aid (Moody's senior unsecured rating Caa2, stable outlook)
through May 2019, which is coterminus with the loan maturity. The
loan is fully amortizing. Moody's LTV and stressed DSCR are 64%
and 1.65X, respectively, compared to 63% and 1.69X at last review.

Based on the most recent remittance statement, Class J has
experienced cumulative interest shortfalls totaling $807,000.
Moody's anticipates that the pool will continue to experience
interest shortfalls because of the high exposure to specially
serviced loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), extraordinary trust
expenses, loan modifications that include either an interest rate
reduction or a non-accruing note component, and non-recoverability
determinations by the servicer that involve either a clawback of
previously made advances or a decision to stop making future
advances.


CREDIT SUISSE 2001-CF2: S&P Affirms 'CCC' Rating on Class H Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class G and H commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CF2, a U.S. commercial mortgage-backed securities (CMBS)
transaction.  Concurrently, S&P withdrew its ratings on the class
E and F certificates from the same transaction following the full
repayment of each class' principal balance, as noted in the
transaction's June 2013 trustee remittance report.  Furthermore,
S&P withdrew its rating on the class A-X interest-only
certificates because all principal- and interest-paying classes
rated 'AA- (sf)' or higher have been retired or downgraded below
that rating level.

The affirmations 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 and
performance of all of the remaining assets in the pool, the
transaction structure, and the liquidity available to the trust.

The affirmations of the principal and interest certificate ratings
reflect S&P's expectation that the available credit enhancement
for these classes will be within its estimated necessary credit
enhancement requirement for the current outstanding ratings.  S&P
affirmed its ratings on these classes to also reflect the credit
characteristics and performance of the remaining assets, as well
as the transaction-level changes.

Although available credit enhancement levels may suggest positive
rating movement on classes G and H, S&P affirmed its ratings on
these classes because its analysis also considered its view on
available liquidity support and risks associated with potential
interest shortfalls in the future from the specially serviced
assets.  As of the June 17, 2013, trustee remittance report, the
trust experienced a net interest recovery of $142,902, owed
primarily to a one-time interest recovery of $513,104 related to
the 2001 York Road asset disposition.  Mitigating the extent of
the interest recovery were interest shortfalls, mainly a result of
reimbursements of prior advances to the master servicer of
$291,649, non-recoverable interest determinations of $67,131, and
special servicing fees of $9,525.  The master servicer, Berkadia
Commercial Mortgage LLC (Berkadia), has indicated it does not
expect to take additional reimbursements for prior advances
related to the Governors Office Park and Elementis Industrial
assets and the Ran-Mar Mobile Home Parks loan (all discussed
below).

The withdrawal of S&P's ratings on the class E and F certificates
reflects the full repayment of each class' principal balance, as
noted in the transaction's June 2013 trustee remittance report.
Classes E and F had beginning balances of $5.4 million and
$18.9 million, respectively, and were both repaid in full from the
2001 York Road asset disposition.

The withdrawal of S&P's rating on the interest-only class A-X
certificates reflects its criteria "Global Methodology For Rating
Interest-Only Securities," published April 15, 2010.

Using servicer-provided financial information, S&P calculated an
adjusted Standard & Poor's debt service coverage (DSC) ratio of
0.75x and a loan-to-value (LTV) ratio of 74.0% for seven of the 12
remaining assets in the pool.  The DSC and LTV calculations
exclude four specially serviced assets and one defeased loan.

As of the June 17, 2013, trustee remittance report, the pooled
trust balance was $42.8 million, down from $1.1 billion at
issuance.  The pool comprises 12 assets, down from 182 loans at
issuance.  To date, the pool has experienced losses totaling
$57.7 million, or 5.3% of the pool's original certificate balance.
Berkadia reported one loan ($286,431, 0.7%) on its master servicer
watchlist.

                     SPECIALLY SERVICED ASSETS

The June 17, 2013, trustee remittance report listed four assets
($22.6 million, 52.9%) with the special servicer, CWCapital Asset
Management LLC (CWCapital).  Details of the four assets are below.

The Jenkins Court loan ($13.2 million, 30.9%) is the largest loan
in the pool and with the special servicer.  The loan is secured by
a 172,640-sq.-ft. office building in Jenkintown, Pa., which is a
part of the Philadelphia metropolitan statistical area.  The loan
is currently in the grace period for the June loan payment;
however, it was transferred to the special servicer on May 5,
2013, because of imminent default.  The reported DSC was 0.65x
based on December 2012 financial information.  S&P expects a
minimal loss upon this loan's eventual resolution.

The Governors Office Park asset ($4.5 million, 10.6%) is secured
by four office buildings totaling 107,168 sq. ft. in Olympia
Fields, Ill., a Chicago suburb.  The loan transferred to the
special servicer on April 9, 2010 because of payment default.
CWCapital foreclosed on the property in February 2012 and is
currently marketing the property for sale.  The property is
performing at a net operating loss based on December 2011
financial information.  S&P expects a significant loss upon this
asset's eventual resolution.

The Elementis Industrial asset ($2.9 million, 6.8%) is secured by
a 125,000-sq.-ft. industrial building located in East Windsor,
N.J.  The loan transferred to the special servicer on Dec. 16,
2011, because of an imminent default as a result of the sole
tenant vacating.  On May 31, 2013, the title was transferred to
the trust via a deed in lieu and became real-estate owned.  (A
deed in lieu occurs when the the borrower deeds all interest in a
property to the lender to avoid foreclosure proceedings.)  There
are no outstanding liens against the property.  S&P expects a
significant loss upon this asset's eventual resolution.

The Ran-Mar Mobile Home Parks loan ($2.0 million, 4.7%) is secured
by 51 manufactured housing units in Northfield Falls, Vt.  The
loan transferred to the special servicer on Jan. 15, 2003, because
of a dispute over a partial release.  A receiver was appointed in
September 2006, and the special servicer is currently pursuing
foreclosure.  The reported DSC was 0.26x based on December 2011
financial information.  S&P expects a significant loss upon this
asset's eventual resolution.

          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.
Commercial mortgage pass-through certificates series 2001-CF2

Class          Rating             Credit enhancement (%)
G              BB+ (sf)                            69.78
H              CCC (sf)                            31.41

RATINGS WITHDRAWN

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CF2

                    Rating
Class          To          From
E              NR          AA (sf)
F              NR          A (sf)
A-X            NR          AAA (sf)

NR--Not rated.


CSFB MORTGAGE: Moody's Takes Action on Three RMBS Deals
-------------------------------------------------------
Moody's Investor Service downgraded the ratings of 10 tranches,
and upgraded the ratings of three tranches from three RMBS
transactions issued by Credit Suisse First Boston, backed by Alt-A
loans.

Complete rating actions are as follows:

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2002-9

Cl. I-A-1, Downgraded to B1 (sf); previously on Jul 16, 2012
Downgraded to Ba2 (sf)

Cl. I-A-2, Downgraded to B1 (sf); previously on Jul 16, 2012
Downgraded to Ba2 (sf)

Cl. I-A-3, Downgraded to B1 (sf); previously on Jul 16, 2012
Downgraded to Ba2 (sf)

Cl. I-P, Downgraded to B1 (sf); previously on Jul 16, 2012
Downgraded to Ba2 (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2001-28

Cl. I-A-1, Downgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Cl. I-A-2, Downgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Cl. I-A-3, Downgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Cl. I-X, Downgraded to B3 (sf); previously on Jul 16, 2012
Downgraded to B2 (sf)

Cl. I-P, Downgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Cl. II-A-1, Downgraded to Ba3 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR4

Cl. V-A-2, Upgraded to A3 (sf); previously on Jul 16, 2012
Confirmed at Baa3 (sf)

Cl. V-A-4, Upgraded to A3 (sf); previously on Jul 16, 2012
Confirmed at Baa3 (sf)

Cl. V-A-5, Upgraded to A3 (sf); previously on Jul 16, 2012
Confirmed at Baa3 (sf)

Ratings Rationale:

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools. These rating
actions constitute of 10 downgrades, and three upgrades. The
downgrades are primarily due to higher expected losses on the pool
and the deterioration in credit enhancement of the bonds. The
upgrades are due to an increase in the credit enhancement
available to the bonds from excess spread and
overcollateralization.

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

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.


CSFB MORTGAGE: Moody's Takes Action on 15 RMBS Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 14
tranches, and confirmed the rating of one tranche, backed by Prime
Jumbo RMBS loans, issued by CSFB.

Complete rating actions are as follows:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-5

Cl. P-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Remained On Review for Possible Downgrade

Cl. IV-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aaa (sf) Remained On Review for Possible Downgrade

Cl. IV-B-1, Confirmed at Ba2 (sf); previously on May 6, 2013 Ba2
(sf) Placed Under Review Direction Uncertain

Cl. IV-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Remained On Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-10

Cl. I-A-2, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-3, Downgraded to B1 (sf); previously on Nov 16, 2012
Downgraded to Baa3 (sf)

Cl. I-A-4, Downgraded to Baa3 (sf); previously on Nov 16, 2012
Downgraded to Baa1 (sf)

Cl. I-P, Downgraded to Ba2 (sf); previously on Nov 16, 2012
Downgraded to Baa2 (sf)

Cl. III-A-9, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. III-A-10, Downgraded to A3 (sf); previously on Jun 19, 2013
Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. III-A-11, Downgraded to Baa1 (sf); previously on Jun 19, 2013
A1 (sf) Placed Under Review for Possible Downgrade

Cl. III-A-12, Downgraded to Baa1 (sf); previously on Jun 19, 2013
A1 (sf) Placed Under Review for Possible Downgrade

Cl. III-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. C-B-1, Downgraded to Caa2 (sf); previously on Nov 16, 2012
Downgraded to B3 (sf)

Ratings Rationale:

The actions are primarily a result of the recent performance of
the underlying pools and reflect Moody's updated loss expectations
on the pools. The downgrades reflect the exposure of the affected
bonds to tail risk due to the pro-rata pay nature of the
transaction. In addition, some downgrades are a result of
deteriorating performance and/or structural features resulting in
higher expected losses for the bonds than previously anticipated.
The upgrade is a result of improving performance of the related
pool and faster pay-down of the bond due to high prepayments.

The actions taken on CSFB Mortgage-Backed Pass-Through
Certificates, Series 2002-5 classes IV-A-1, IV-P, P-P and IV-B-1
and Series 2003-10 classes I-A-2, I-A-3 and I-A-4 also reflect
correction of errors in the cash flow models used by Moody's in
rating these transactions. In prior rating actions for Series
2002-5, the calculation of principal paid to senior bonds and the
allocation of losses to the subordinate bonds were coded
incorrectly. In prior rating actions for Series 2003-10, the
calculation of the Group I Priority Amount payable as principal to
the Lockout Certificates was coded incorrectly. These errors have
now been corrected, and these ratings actions reflect this change.

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

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.


CSMC 2010-UD1: Moody's Affirms 'Ba1' Rating on Cl. B-B Certs
------------------------------------------------------------
Moody's has affirmed the ratings of six classes of certificates
issued by CSMC 2010-UD1. 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 (CRE CDO and Re-REMIC)
transactions.

Moody's rating action is as follows:

Cl. A, Affirmed Aaa (sf); previously on Oct 28, 2010 Assigned Aaa
(sf)

Cl. A-A, Affirmed Aaa (sf); previously on Oct 28, 2010 Assigned
Aaa (sf)

Cl. A-B, Affirmed Aa1 (sf); previously on Oct 28, 2010 Assigned
Aa1 (sf)

Cl. B, Affirmed Baa3 (sf); previously on Oct 28, 2010 Assigned
Baa3 (sf)

Cl. B-A, Affirmed A2 (sf); previously on Oct 28, 2010 Assigned A2
(sf)

Cl. B-B, Affirmed Ba1 (sf); previously on Oct 28, 2010 Assigned
Ba1 (sf)

Ratings Rationale:

CSMC 2010-UD1 is a static cash pooled Re-REMIC transaction backed
by a portfolio of eight senior-pay commercial mortgage backed
securities (CMBS) certificates from seven separate transactions
(100.0% of the pool balance). The CMBS collateral are from pools
securitized in 2007 (85.1%) and 2008 (14.9%). The five largest
CMBS exposures are CWCI 2007-C3 (31.0%), CSMC 2007-C3 (25.0%),
CMLT 2008-LS1 (10.8%), CSMC 2007-C4 (10.1%) and MSC 2007-IQ14
(10.2%). As of the May 20, 2013 trustee report, the aggregate
certificate balance of the transaction has decreased to $268.6
million from $275.9 million at issuance, with the paydown directed
to the Class A certificates as a result of regular amortization of
the collateral pool.

Class A-A and Class A-B are exchangeable certificates that can be
exchanged for Class A exchangeable certificates and vice-versa.
Class B-A and Class B-B are exchangeable certificates that can be
exchanged for Class B exchangeable certificates and vice-versa.

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 40
compared to 31 at last review. The current distribution of Moody's
rated collateral and assessments for non-Moody's rated collateral
is as follows: Aaa-Aa3 (71.0% compared to 90.1% at last review)
and A1-A3 (29.0% compared to 9.9% at last review).

Moody's modeled a WAL of 3.8 years, compared to 4.7 years at last
review.

Moody's modeled a fixed WARR of 64.1%, compared to 66.4% at last
review.

Moody's modeled a MAC of 68.9%, compared to 69.6 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 64.1% to 54.1% or up to 74.1% would result in a rating
movement on the rated tranches of 0 to 1 notch downward and 0 to 1
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.


DEUTSCHE MORTGAGE: Fitch Affirms 'D' Rating on Class K Certs
------------------------------------------------------------
Fitch Ratings has upgraded one class of Deutsche Mortgage & Asset
Receiving Corporation (DMARC 1998-C1) commercial mortgage pass-
through certificates, series 1998-C1.

Key Ratings Drivers

The upgrade to class J is a result of increased credit enhancement
and stable overall pool performance which offset the concentration
risk and adverse selection. Twelve loans remain in the pool from
the original 372. Fitch modeled losses of 19.6% of the remaining
pool; modeled losses of the original pool are at 5.2%, including
losses already incurred to date.

Ratings Sensitivity

The rating of class J has a Stable Outlook as no rating changes
are expected due to the higher likelihood that this class will be
paid in full. However, should realized losses or appraisal
reductions of specially serviced loans increase, or additional
loans transfer to special servicing, a downgrade, although
unlikely, is possible.

As of the June 2013 distribution date, the transaction has paid
down 98.6% to $25.8 million from $1.816 billion at issuance.
Thirteen loans remain in the transaction, of which four (34.3%)
are in special servicing and one is defeased (4.8%). Interest
Shortfalls totaling $14.9 million are currently affecting classes
J through M.

The largest contributor to Fitch modeled losses is secured by a
118,664 square foot (SF) combination retail/entertainment venue
comprised of 75 specialty shops, eight restaurants, and 18 thrill
rides in Kissimmee, FL. The loan transferred to the special
servicer in February 2012 due to monetary default. As of year-end
2012 the DSCR was .70x and the occupancy as of December 2012 was
88%. The sponsor filed for Chapter 11 and foreclosure proceeding
are stayed pending a court resolution of the bankruptcy of the
proceedings.

The second largest contributor to Fitch modeled losses is a 60,673
sf retail property located in High Point, NC. The servicer
provided rent roll listed the property as fully leased as of
December 2013. The property's notable tenants consist of Carolina
Thrift (39.9% of the net rentable area) and Mario's Pizza (7.9% of
the net rentable area). A receiver appointed in March of 2013 and
the special servicer is dual tracking foreclosure proceedings with
loan modification negotiations with the borrower.

Fitch upgrades and revises the Outlook on the following class:

-- $22.7 million class J to 'BBsf' from 'B+sf'; Outlook to
   Stable from Negative.

Fitch affirms the following class and Recovery Estimates (RE):

-- $15.2 million class K at 'Dsf'; RE 65%.

Fitch does not rate class M. Classes A-1, A-2, B, C, D, E, F, G,
and H have all paid in full.

Fitch has previously withdrawn the rating on the class L and the
interest-only class X.


DLJ COMMERCIAL: Fitch Affirms 'D' Rating on Class B-8 Certificates
------------------------------------------------------------------
Fitch Ratings affirms DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 2000-CF1.

Key Rating Drivers

The affirmations are the result of sufficient credit enhancement
to support the current ratings as only one real estate owned (REO)
asset remains in the pool. Fitch's expected losses are based on
the most recent appraisal value also considering the total
exposure of the loan, future advances and an additional discount
to anticipate further value decline.

As of the May 2013 distribution date, the pool's collateral
balance has paid down approximately 99% to $13.2 million from
$886.2 million at issuance, including 3.9% in realized losses.
Cumulative interest shortfalls in the amount of $3.1 million are
affecting classes B-4 through D.

The transaction consists of one REO asset. The property consists
of office and warehouse space totaling 330,000 square feet in two
buildings located in Largo, FL. Occupancy has ranged from 60% to
67% in recent months. The property has been listed for sale.

Rating Sensitivities

The rating of class B-4 remains with a stable outlook as no rating
changes are expected. Any sale proceeds, after recovery of fees
and advances and the repayment of prior interest shortfalls, would
be applied to B-4 first.

Further downgrades to classes B-5 and B-6 are possible if expected
losses increase.

Fitch affirms the following classes and revises Recovery Estimates
as indicated:

-- $1.2 million class B-4 at 'BBsf'; Outlook Stable;
-- $2.2 million class B-5 at 'CCCsf'; RE 50% from 100%;
-- $6.6 million class B-6 at 'CCsf'; RE 0% from 50%;
-- $3.1 million class B-7 at 'Dsf'; RE 0%;
-- Class B-8 at 'Dsf'; RE 0%.

Classes A-1A, A-1B, A-2, A-3, A-4, B-1, B-2, and B-3 have been
paid in full. Fitch does not rate classes C and D. Fitch has
previously withdrawn the rating on the interest-only classes S.


DRYDEN IX: S&P Raises Rating on Dollar Fund to 'BB+'
----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1, A-2, B-1, B-2, B-3, dollar fund, and euro fund notes from
Dryden IX - Senior Loan Fund 2005 plc.

Dryden IX - Senior Loan Fund 2005 plc is a multicurrency
collateralized loan obligation (CLO) transaction managed by
Prudential Investment Management.  The portfolio primarily
consists of senior secured leverage loans denominated in U.S.
dollars and euros.  According to the May 2013 trustee report, the
portfolio holds about $236.4 million in U.S. dollar-denominated
assets and about EUR102.2 million in euro-denominated assets.  The
Class A-2, B-2, B-3, and euro fund notes were issued in euros.

"The upgrades to the Class A-1, A-2, B-1, B-2, and B-3 notes
reflect an increase in credit support following paydowns to the
Class A-1 and A-2 notes since our June 2011 affirmations.  The
transaction is in its amortization phase following the end of its
reinvestment period in September 2012.  The Class A-1 and A-2
notes receive payments pro rata," S&P said.

"On March 20, 2013, Class A-1 received $28.8 million in principal
paydowns, and the Class A-2 notes received EUR12.6 million in
principal paydowns.  After this most recent payment, the Class A-1
and A-2 outstanding balances were about 80% of the original
balances.  The Class A overcollateralization ratio increased to
138.29% in May 2013 from the 133.25% noted in the May 2011 trustee
report," S&P noted.

The dollar fund and euro fund notes have received excess
distributions on all payment dates.  After the March 2013 payment,
the dollar fund and euro fund notes have paid down to
approximately 15.5% of their rated balance.

"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit
enhancement available to support them, and we will take further
rating actions as we deem necessary," S&P said.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

Dryden IX - Senior Loan Fund 2005 PLC
                     Rating
Class           To           From
A-1             AAA (sf)     AA+ (sf)
A-2             AAA (sf)     AA+ (sf)
B-1             A+ (sf)      A- (sf)
B-2             A+ (sf)      A- (sf)
B-3             A+ (sf)      A- (sf)
Dollar fund     BB+ (sf)     BB (sf)
Euro fund       BB+ (sf)     BB (sf)


DRYDEN XXVIII: S&P Assigns Prelim. 'BB-' Rating to Cl. B-2L Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Dryden XXVIII Senior Loan Fund/Dryden XXVIII Senior
Loan Fund LLC's $379.00 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 21,
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 including excess spread).

   -- The cashflow structure, which can withstand the default rate
      projected by Standard & Poor's CDO Evaluator model, assessed
      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 of 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% to 12.8655%.

   -- 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 during or after the end of the reinvestment period
      will lead to the reclassification of up to 50.00% of
      available excess interest proceeds (before paying certain
      uncapped administrative expenses, subordinate and incentive
      management fees, hedge amounts, deposits to the supplemental
      reserve account, and subordinated note payments) into
      principal proceeds to purchase additional collateral assets
      or, after the end of the reinvestment period, to pay
      principal on the notes sequentially, at the option of the
      collateral manager.

          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/1621.pdf

PRELIMINARY RATINGS ASSIGNED

Dryden XXVIII Senior Loan Fund/Dryden XXVIII Senior Loan Fund LLC

Class                  Rating                Amount
                                           (mil. $)
X                      AAA (sf)                2.50
A-1L                   AAA (sf)              249.00
A-2L                   AA (sf)                49.00
A-3L (deferrable)      A (sf)                 34.50
B-1L (deferrable)      BBB (sf)               21.00
B-2L (deferrable)      BB- (sf)               19.00
B-3L (deferrable)      B (sf)                  4.00
Subordinated notes     NR                     36.80

NR-Not rated.


EMPORIA PREFERRED II: S&P Affirms 'BB+' Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, A-3, B, and C notes from Emporia Preferred Funding II
Ltd., a collateralized loan obligation (CLO) transaction managed
by A.C. Corp.  At the same time, S&P affirmed its ratings on the
class D and E notes.  S&P removed the class A-2, A-3, B, C, D, and
E notes from CreditWatch, where it had placed them with positive
implications on March 6, 2013.

The Emporia Preferred Funding II Ltd. deal has exited its
reinvestment period and has commenced the process of delevering.
The class A-1, A-2, and A-3 notes are paid pari passu and have had
a total paydown of $101.72 million since S&P's last affirmation in
May 2011.  The notes are currently 54.47% of their original
notional balance.

The upgrades also reflect the improved performance S&P has
observed in the deal's underlying asset portfolio since its May
2011 rating actions.

There has been a large increase in the overcollateralization (O/C)
available to support the notes since May 2011.  As of the May 2,
2013, trustee report, all O/C ratios have improved compared with
the O/C ratios noted in the April 12, 2011, trustee report that
S&P used for its May 2011 rating actions:

   -- The O/C ratio for classes A and B increased to 142.08% from
      127.41%;

   -- The O/C ratio for class C increased to 125.03% from 117.58%;

   -- The O/C ratio for class D increased to 111.63% from 109.15%;
      And

   -- The O/C ratio for class E increased to 104.26% from 104.23%.

Additionally, as of the May 2, 2013, trustee report, the
transaction held $13.47 million in defaulted assets, compared with
the $14.36 million noted in the April 12, 2011, trustee report.

The class D and E notes are constrained by the top obligor test, a
supplemental test S&P introduced as part of its criteria in
September 2009, at 'BB+ (sf)' and 'CCC+ (sf)', respectively.

The affirmation of the class D and E notes 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 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

Emporia Preferred Funding II Ltd.

           Rating       Rating
Class       To           From
A-1       AAA (sf)     AA+ (sf)
A-2       AAA (sf)     AA+ (sf)/Watch Pos
A-3       AAA (sf)     AA+ (sf)/Watch Pos
B         AA+ (sf)     A+ (sf)/Watch Pos
C         A+ (sf)      BBB+(sf)/Watch Pos
D         BB+ (sf)     BB+ (sf)/Watch Pos
E         CCC+ (sf)    CCC+ (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:             Emporia Preferred Funding II Ltd.
Co-issuer:          Emporia Preferred Funding II Corp.
Collateral manager: A.C. Corp.
Trustee:            U.S. Bank N.A.
Transaction type:   Cash flow CLO


FMAC 1998-C: Fitch Affirms, Withdraws 'D' Ratings 4 Note Classes
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the
outstanding classes of FMAC 1998-C:

-- Class C affirmed at 'Dsf' and withdrawn; Recovery Estimate
    (RE) set at 100%;
-- Class D affirmed at 'Dsf' and withdrawn; RE set at 0%.
-- Class E affirmed at 'Dsf' and withdrawn; RE set at 0%.
-- Class F affirmed at 'Dsf' and withdrawn; RE set at 0%.

Key Rating Drivers

The affirmations of the classes at 'Dsf' reflect the fact all
outstanding notes have been written down. Class C was partially
written down and classes D, E, and F have been completely written
down. The RE of 100% for class C reflects the expectation that all
of the remaining written down principal balance will paid.

The subsequent rating withdrawal of the notes is due to Fitch's
view that the ratings are no longer relevant to the agency's
coverage, considering that each class has defaulted.

Rating Sensitivities

Unanticipated increases in defaults and loss severity could
produce loss levels higher than the current projected losses and
impact the recovery estimates for the classes.


FMC REAL 2005-1: Fitch Affirms 'CCC' Ratings on Two Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed three classes
of FMC Real Estate CDO 2005-1 Ltd. (FMC 2005-1).

Key Rating Drivers

Fitch's actions reflect concern over the CDO's ability to continue
to make timely interest payments to class C, which is now the
senior-most class, and Fitch's base case loss expectation of 53%.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market values and cash flow
declines.

Since Fitch's last rating action, the class B notes have paid in
full and class C has received paydown of $9.3 million. Although
Fitch expects class C to ultimately recover its full principal and
interest payments even in high stress scenarios, interest proceeds
may become insufficient to cover the timely interest due on a
monthly basis because of the high default rate of the underlying
collateral. Currently, only two loans (18.5% of the pool) are
paying interest on a current basis and both assets are
underperforming and located in weak markets. The risk of these
loans defaulting is inconsistent with an investment grade rating
on the timely class C.

Two assets, with a par balance of $35.7 million, paid off or were
disposed of since Fitch's last rating action with $10 million in
realized losses. Defaulted assets now represent 79% of the pool up
from 59%. In addition, 55% of the remaining collateral is real
estate owned (REO).

FMC 2005-1 is a commercial real estate (CRE) CDO managed by SCFFI
GP LLC, an affiliate of Five Mile Capital. The portfolio is
concentrated, with only 12 exposures remaining. As of the May 2013
trustee report and per Fitch categorizations, the current CDO
collateral consists of 51.6% senior debt, 27.8% B-notes, 20.6%
mezzanine debt.

Under Fitch's methodology, 100% 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
7% from generally year-end 2012. Modeled recoveries are
approximately 47%.

The largest contributor to Fitch's base case loss expectation is a
defaulted mezzanine loan (13.5%) secured by ownership interests in
a portfolio of five resort hotels located in Wailea, HI; La
Quinta, CA; Phoenix, AZ; Miami, FL; and Berkeley, CA. The
mezzanine position remains significantly over-leveraged, and Fitch
modeled a full loss in its base case scenario.

The next largest contributor to Fitch's base case loss expectation
is a junior equity position in an REO asset which is a 1.3
million-square foot (sf) regional mall located in Bloomingdale,
IL. Fitch modeled a full loss on the CDO position given its
estimated value below that of the senior equity position.

The third largest contributor to Fitch's base case loss
expectation is a first mortgage (11.7%) on a two-building office
property comprising 230,650 sf, located in the Detroit suburb of
Troy, MI. The property's occupancy has remained below 70% and the
submarket suffers from a high vacancy rate. Fitch modeled a
significant loss on this loan in its base case scenario.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio. Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates. The
transaction was not cash flow modeled based on the limited
available interest received from the assets, the majority of which
are defaulted and Fitch used a deterministic approach to evaluate
the impact of further interest payment defaults of the collateral.

The 'CCC' ratings for classes E and 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
Loans of Concern, factoring in anticipated recoveries relative to
each class's credit enhancement.

Rating Sensitivities

All classes are subject to further downgrades should additional
losses be realized.

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

-- $40.1 million class C to 'BBsf' from 'BBBsf'; Outlook to
   Negative from Stable.

Fitch affirms the following classes and maintains Recovery
Estimates (REs) as indicated:

-- $34.1 million class D at 'Bsf'; Outlook Stable.
-- $13.2 million class E at 'CCCsf'; RE 100%;
-- $22 million class F at 'CCCsf'; RE 30%.

The class A-1, A-2 and B notes have paid in full. Fitch previously
withdrew the ratings of classes G and H following the surrender
and cancellation of those certificates. Fitch does not rate the
$53.8 million preferred shares.


GALLATIN CLO 2005-1: Moody's Affirms Ba2 Rating on Cl. B-2L Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Gallatin CLO II 2005-1, Ltd.:

$26,000,000 Class A-3L Floating Rate Notes Due August 15, 2017,
Upgraded to Aaa (sf); previously on September 11, 2012 Upgraded to
Aa3 (sf);

$26,000,000 Class B-1L Floating Rate Notes Due August 15, 2017,
Upgraded to A2 (sf); previously on September 11, 2012 Upgraded to
Baa2 (sf).

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

$365,000,000 Class A-1L Floating Rate Notes Due August 15, 2017
(current outstanding balance of $47,312,067.21), Affirmed Aaa
(sf); previously on June 30, 2011 Upgraded to Aaa (sf);

$36,000,000 Class A-2L Floating Rate Notes Due August 15, 2017,
Affirmed Aaa (sf); previously on September 11, 2012 Upgraded to
Aaa (sf);

$14,000,000 Class B-2L Floating Rate Notes Due August 15, 2017
(current outstanding balance of $13,756,049.22), Affirmed Ba2
(sf); previously on June 30, 2011 Upgraded to Ba2 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2012. Moody's notes that the Class
A-1L Notes have been paid down by approximately 78.6% or $173.4
million since the last rating action. Based on the latest trustee
report dated June 3, 2013, the Senior Class A, Class A, Class B-1L
and Class B-2L overcollateralization ratios are reported at
209.1%, 159.4%, 128.7% and 116.4%, respectively, versus August
2012 levels of 133.7%, 122.4%, 112.8% and 108.1%, respectively.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculations, securities that mature
after the maturity date of the notes have increased to $20.6
million, or 13% of performing par, from $13.8 million, or 4% of
performing par since the last rating action. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity. Notwithstanding
the increase in the overcollateralization ratio of the Class B-2L
notes, Moody's affirmed the rating of the Class B-2L notes due to
the market risk posed by the exposure to these long-dated assets.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Global Approach to Rating Collateralized
Loan Obligations" published in May 2013, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par balance of $161.3 million, defaulted par of $16.9
million, a weighted average default probability of 15.95%
(implying a WARF of 2680), a weighted average recovery rate upon
default of 49.07%, and a diversity score of 21. 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.

Gallatin CLO II 2005-1, Ltd., issued in September 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.

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% (2144)

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

Moody's Adjusted WARF + 20% (3217)

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

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

Sources of additional performance uncertainties:

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

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

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value. However, actual long-dated asset exposure and
prevailing market prices and conditions at the CLO's maturity will
drive the extent of the deal's realized losses, if any, from long-
dated assets.


GE COMMERCIAL 2003-C2: Fitch Cuts Ratings on 5 Cert. Classes to CC
------------------------------------------------------------------
Fitch Ratings has downgraded nine classes, affirmed six classes,
and removed seven classes from Rating Watch Negative of GE
Commercial Mortgage Corporation (GECMC) commercial mortgage pass-
through certificates series 2003-C2.

Key Rating Drivers

Classes H through K and rake classes BLVD-2 through BLVD-5 were
previously placed on Rating Watch Negative in March 2013 due to
transfer of the largest loan in the pool, the Boulevard Mall
(29.3% of the pool) to special servicing. The downgrades reflect
an increase in expected losses associated with the specially
serviced loans. Fitch modeled losses of 35.1% of the remaining
pool; expected losses on the original pool balance total 5.5%,
including losses already incurred. The pool has experienced $18.5
million (1.6% of the original pool balance) in realized losses to
date. Fitch has designated nine loans (63.7% of the pool) as Fitch
Loans of Concern, which includes six specially serviced assets
(50.9% of the pool).

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 87.5% to $151.3 million from
$1.21 billion at issuance. Per the servicer reporting, two loans
(8.7% of the pool) are defeased. Interest shortfalls are currently
affecting classes M through P.

The largest contributor to expected losses is the specially-
serviced Boulevard Mall - Multi Note Loan (29.3% of the pool),
which is secured by 588,506 sf of a 1.2 million sf regional mall
built in 1968, renovated in 1992, and located 2 miles from the Las
Vegas strip. The loan transferred in January 2013 to special
servicing due to imminent default. The property was inspected in
February 2013 and found to be in good overall condition. Property
occupancy and DSCR were 84% and 1.40x as of YE 2011 and 89% and
0.99x as of YE 2012.

The next largest contributor to expected losses is the specially-
serviced Raines Distribution Center loan (12% of the pool), which
is secured by a 1.1 million sf industrial property built in 1968
and located in Memphis, TN. The loan transferred to special
servicing in May 2010 due to imminent default. Occupancy was 37%
with a DSCR of 0.53x as of YE 2012. However, the special servicer
indicated that the property has been well maintained through the
current property management company, Colliers International.

Rating Sensitivity

The ratings of the senior classes D through F are expected to
remain stable. The distressed classes (those rated below 'B') are
expected to be subject to further downgrades as losses are
realized on the Boulevard Mall and other specially serviced loans.
In addition, classes G and H may be subject to further rating
actions should realized losses be greater than Fitch's
expectations.

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

-- $14.8 million class H to 'BBsf' from 'Asf', Rating Outlook
   Negative;
-- $19.2 million class J to 'CCCsf' from 'BBsf', RE 35%;
-- $7.4 million class K to 'CCCsf' from 'Bsf', RE 0%;
-- $2.1 million class BLVD-2 to 'CCsf' from 'A-sf', RE 0%;
-- $4.5 million class BLVD-3 to 'CCsf' from 'BBB+sf', RE 0%;
-- $3.5 million class BLVD-4 to 'CCsf' from 'BBBsf', RE 0%;
-- $8 million class BLVD-5 to 'CCsf' from 'BB+sf', RE 0%.

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

-- $8.9 million class L to 'CCsf' from 'CCCsf', RE 0%;
-- $4.4 million class M to 'Csf' from 'CCsf', RE 0%;

Fitch affirms the following classes:

-- $14.8 million class G at 'AAsf', Outlook to Negative from
   Stable.
-- $21.6 million class D at 'AAAsf', Outlook Stable;
-- $14.8 million class E at 'AAAsf', Outlook Stable;
-- $14.8 million class F at 'AAAsf', Outlook Stable;
-- $7.4 million class N at 'Csf', RE 0%;
-- $3 million class O at 'Csf', RE 0%.

The class A-1, A-2, A-3, A-4, A-1A, B, C and BLVD-1 certificates
have paid in full. Fitch does not rate the class P certificates.
Fitch previously withdrew the ratings on the interest-only class
X-1 and X-2 certificates.


GOAL CAPITAL 2006-1: Fitch Revises Outlook on Cl. C-1 Notes
-----------------------------------------------------------
Fitch Ratings affirms the senior student loan notes issued by Goal
Capital Funding Trust 2006-1 (Goal 2006-1) and upgrades the
subordinate notes to 'A+sf' from 'Asf'. The Rating Outlook on the
Goal 2006-1 senior notes, which is tied to the sovereign rating of
the U.S. government, remains Negative, while the Rating Outlook on
the subordinate notes remains Stable.

Additionally, Fitch affirms the senior, subordinate and junior
subordinate student loan notes issued by Goal Capital Funding
Trust 2007-1(Goal 2007-1). The Rating Outlook on the Goal 2007-1
senior notes, which is tied to the sovereign rating of the U.S.
government, remains Negative, while the Rating Outlook on the
subordinate notes remains Stable. The Outlook for the Goal 2007-1
junior subordinate notes has been revised to Positive from 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. Goal Structured Solutions, Inc. is the
Issuer Administrator for Goal 2006-1 and Goal 2007-1.

KEY RATING DRIVERS

The rating actions on Goal 2006-1 are based on the trust's
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 future
excess spread, while the senior notes for Goal 2006-1 benefit from
subordination provided by the subordinate class B-1 notes. Senior
parity has remained above 106% and total parity for Goal 2006-1 is
101.88%; however, Fitch can only give credit up to 100.25%, the
cash release level.

The rating actions on Goal 2007-1taken are based on the trust's
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 future
excess spread, while the senior notes for the Goal 2007-1 notes
benefit from the subordination of the class B-1 subordinate notes
and class C-1 junior subordinate notes. Senior parity has remained
above 106% and total parity for Goal 2007-1 has been increasing
consistently and is 98.67%. The Outlook revision to Positive from
Stable for the Goal 2007-1 class C-1 junior subordinate notes is
based upon the gradual improvement of performance and credit
enhancement levels.

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:

Goal Capital Funding Trust 2006-1 notes:
-- Class A-2 at 'AAAsf'; Outlook Negative;
-- Class A-3 at 'AAAsf'; Outlook Negative;
-- Class A-4 at 'AAAsf'; Outlook Negative;
-- Class A-5 at 'AAAsf'; Outlook Negative;
-- Class A-6 at 'AAAsf'; Outlook Negative;
-- Class B-1 upgraded to 'A+sf' from 'Asf'; Outlook Stable.

Goal Capital Funding Trust 2007-1 notes:
-- Class A-2 at 'AAAsf'; Outlook Negative;
-- Class A-3 at 'AAAsf'; Outlook Negative;
-- Class A-4 at 'AAAsf'; Outlook Negative;
-- Class A-5 at 'AAAsf'; Outlook Negative;
-- Class B-1 at 'AA+sf'; Outlook Stable;
-- Class C-1 at 'BBsf'; Outlook revised to Positive from Stable.


GRAMERCY REAL 2005-1: Fitch Cuts Ratings on 2 Cert. Classes to 'C'
------------------------------------------------------------------
Fitch Ratings has affirmed eight classes and downgraded three
classes of Gramercy Real Estate CDO 2005-1, Ltd./LLC (Gramercy
2005-1) reflecting Fitch's base case loss expectation of 34.1%.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.

Key Rating Drivers

Since the last rating action, seven assets are no longer in the
pool; three positions paid in full while four took losses.
Overall, the loss severity on the removed assets was approximately
38%. Total paydown to class A-1 from loan payoffs, scheduled
amortization, diverted interest, and asset sales since last review
was $148.3 million. Realized losses totaled approximately $54
million over the same period. The CDO is currently
undercollateralized by approximately $34 million. As of the May
2013 trustee report, the CDO is failing two over-collateralization
tests resulting in the diversion of interest payments from classes
F and below.

The portfolio has become increasingly concentrated. Commercial
real estate loans (CREL) comprise the majority of the collateral.
Approximately 30% of the total collateral consists of whole loans
or A-notes, while 23% are real estate owned (REO) assets, 10.8%
are B-notes, and 5.7% mezzanine debt. CMBS represent 30.5% of the
collateral. Since last review, the average Fitch derived rating
for the underlying CMBS collateral declined to 'B+/B' from 'BB/BB-
'. The combined percentage of defaulted loans and assets of
concern has increased to 48% from 40.2% at last review.

Under Fitch's methodology, approximately 57.7% 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 9.1% from, generally, year-end 2012. Recoveries are
average at 40.8%.

The largest component of Fitch's base case loss expectation is REO
land for development (11.3% of the portfolio) located within the
Coyote Valley of southern San Jose, CA. The original business plan
was to market the 279 developable acres for lot sales; however, to
date, no sales have occurred. The loan matured in July 2012 and
the lender took title via a deed in lieu of foreclosure. Fitch
modeled a substantial loss on this property in its base case
scenario.

The next largest component of Fitch's base case loss expectation
is the modeled losses on the CMBS bond collateral (30.5% of the
pool).

The third largest component of Fitch's base case loss expectation
is a defaulted mezzanine loan (5.7%) secured by ownership
interests in a multifamily property located in New York, NY. The
property contains over 11,000 residential units and approximately
120,000 square feet of office and retail space. The sponsors' plan
was to convert the majority of rent controlled units to market
rates; however, the plan has faced significant economic and legal
hurdles. The loan became delinquent in January 2010. Fitch modeled
no recovery on this highly leveraged mezzanine position.

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-1
through F pass the cash flow model at the ratings listed below.

The Stable Outlooks on classes A-1 through D generally reflect the
classes' senior position in the capital structure and/or cushion
in the modeling.

The 'CCC' ratings for classes G through K 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 classes 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.

Gramercy 2005-1 is a commercial real estate (CRE) CDO managed by
CWCapital Investments LLC, which became the successor collateral
manager in March 2013.

In December 2011, $6.1 million of notes were surrendered to the
trustee for cancellation, including partial amounts of classes E,
F, G and H.

Fitch affirms the following classes as indicated:

-- $167.7 million class A-1 at 'BBBsf'; Outlook Stable;
-- $ 57 million class A-2 at 'BBsf'; Outlook Stable;
-- $102.5 million class B at 'BBsf'; Outlook Stable;
-- $ 47 million class C at 'Bsf'; Outlook Stable;
-- $ 12.5 million class D at 'Bsf'; Outlook Stable;
-- $ 14.9 million class E at 'Bsf'; Outlook Negative;
-- $ 15.3 million class F at 'Bsf'; Outlook Negative;
-- $ 15.8 million class G at 'CCCsf'; RE 25%.

Fitch downgrades the following classes as indicated:

-- $ 27.7 million class H to 'CCsf' from 'CCCsf'; RE 0%;
-- $ 51.5 million class J to 'Csf' from 'CCsf'; RE 0%;
-- $ 37.5 million class K to 'Csf' from 'CCsf'; RE 0%.


GS MORTGAGE 2007-GKK1: Moody's Keeps Ca Rating on Cl. A-1 Secs.
---------------------------------------------------------------
Moody's has affirmed the rating of one class of Certificates
issued by GS Mortgage Securities Corporation II, Series 2007-GKK1.
The affirmation is 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-1, Affirmed Ca (sf); previously on Jul 13, 2011 Downgraded
  to Ca (sf)

Ratings Rationale:

GS Mortgage Securities Corporation II, Series 2007-GKK1 is a
static cash transaction backed by a portfolio of commercial
mortgage backed securities (CMBS) (100% of the pool balance). As
of the May 22, 2013 Trustee report, the aggregate Certificate
balance of the transaction, including preferred shares was $272.5
million from $633.7 million at issuance, with the paydown directed
to the Class A-1 Notes, as a result of regular amortization and
recoveries on the underlying collateral. Additionally, losses on
the underlying collateral have resulted in the partial writedown
of the A-1 Certificates.

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 7,733
compared to 8,623 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% the same as at last review),
A1-A3 (5.1% compared to 4.0% at last review), Baa1-Baa3 (10.1%
compared to 3.3% at last review), Ba1-Ba3 (0.4% compared to 0.2%
at last review), B1-B3 (3.7% compared to 4.2% at last review), and
Caa1-C (80.7% compared to 88.3% at last review).

Moody's modeled a WAL of 3.4 years compared to 4.5 years at last
review.

Moody's modeled a fixed WARR of 4.4% compared to 2.4% at last
review.

Moody's modeled a MAC of 100%, 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. Rated certificates are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 4.26% to 0% or up to 9.26% would not result in any
further ratings change to the certificates.

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.


HALCYON LOAN 2013-2: Moody's Rates $22.25MM Class E Notes (P)Ba3
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Halcyon
Loan Advisors Funding 2013-2 Ltd. (the "Issuer" or "Halcyon 2013-
2"):

$3,000,000 Class X Senior Secured Floating Rate Notes due 2016
(the "Class X Notes"), Assigned (P)Aaa (sf)

$254,000,000 Class A Senior Secured Floating Rate Notes due 2025
(the "Class A Notes"), Assigned (P)Aaa (sf)

$46,000,000 Class B-1 Senior Secured Floating Rate Notes due 2025
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

$42,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2025
(the "Class B-2 Notes"), Assigned (P)Aa2 (sf)

$27,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class C Notes"), Assigned (P)A2 (sf)

$26,750,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class D Notes"), Assigned (P)Baa3 (sf)

$22,250,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2025 (the "Class E Notes"), Assigned (P)Ba3 (sf)

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

Ratings Rationale:

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

Halcyon 2013-2 is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 90% of the portfolio must
be invested in senior secured loans and up to 10% of the portfolio
may consist of second lien loans, senior secured floating rate
notes, unsecured loans and bonds. The underlying collateral pool
is expected to be approximately 60% ramped as of the closing date.
The Issuer will acquire approximately 25% of the assets from
another CLO through a master participation agreement.

Halcyon Loan Advisors 2013-2 LLC, a wholly-owned subsidiary of
Halcyon Loan Advisors LP, will direct the selection, acquisition
and disposition of collateral on behalf of the Issuer and may
engage in trading activity, including discretionary trading,
during the transaction's four year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the notes rated by Moody's, the Issuer will issue
subordinated notes. The transaction incorporates interest and par
coverage tests which, if triggered, divert interest and principal
proceeds to pay down the notes in sequential order pursuant to the
priority of payments.

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.

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

Par amount of $450,000,000

Diversity of 50

WARF of 2800

Weighted Average Spread of 4.10%

Weighted Average Coupon of 6.0%

Weighted Average Recovery Rate of 47%

Weighted Average Life of 8 years

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

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

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

Percentage Change in WARF Impact in Rating Notches

WARF + 15% (2800 to 3220)

Class X Notes: 0

Class A Notes: 0

Class B-1 Notes: -1

Class B-2 Notes: -1

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

WARF + 30% (2800 to 3640)

Class X Notes: 0

Class A Notes: 0

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

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

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 Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.


HARBORVIEW 2006-CB1: Moody's Raises 3 Tranches Ratings From Ca(sf)
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Class 2-A1A, 2-
A1B and 2-A1C of HarborView Mortgage Loan Trust 2006-CB1, backed
by Option ARM mortgage loans.

Issuer: HarborView Mortgage Loan Trust 2006-CB1

Cl. 2-A1A, Upgraded to Aaa (sf); previously on Dec 7, 2010
Downgraded to Ca (sf)

Cl. 2-A1B, Upgraded to Aaa (sf); previously on Dec 7, 2010
Downgraded to Ca (sf)

Cl. 2-A1C, Upgraded to Aaa (sf); previously on Dec 7, 2010
Downgraded to Ca (sf)

Ratings Rationale:

The actions are due to correction of an error in the waterfall
used to rate the transaction. In the previous rating actions
Moody's incorrectly assumed that Classes 2-A1A, 2-A1B and 2-A1C of
HarborView Mortgage Loan Trust 2006-CB1 did not have a guarantor.
However, the pooling and servicing agreement for this transaction
states that these three senior tranches are backed by Federal Home
Loan Mortgage Corporation. As a result, the ratings on these three
tranches should be the same as the rating on Federal Home Loan
Mortgage Corporation, currently rated Aaa (sf). The error has been
corrected, and these rating actions reflect that change.

The methodologies used in this rating were "US RMBS Surveillance
Methodology" published in June 2013, and "Rating Transactions
Based on the Credit Substitution Approach: Letter of Credit
backed, Insured and Guaranteed Debts" published in March 2013.

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.


IBIS RE II 2-13-1: S&P Assigns 'BB+' Rating on Class A Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its final
issue credit ratings of 'BB+(sf)', 'BB-(sf)', and 'B(sf)' to the
Series 2013-1 Class A, B, and C notes, respectively, issued by
Ibis Re II Ltd.  The notes cover losses from U.S. and Caribbean
hurricanes in the covered area on a per-occurrence basis.

The ratings are based on the lower of the rating on the
catastrophe risk ('BB+' for the Class A notes, 'BB-' for the Class
B notes, and 'B' for the Class C notes), the rating on the assets
in the collateral account ('AAAm'), and the rating on the ceding
insurer ('A').

The class A notes will cover 55% of losses between the initial
attachment point of $1.86 billion and the initial exhaustion point
of $2.06 billion.  The class B notes will cover 5% of losses
between the initial attachment point of $1.06 billion and the
initial exhaustion point of $1.76 billion, and the class C notes
will cover 10% of losses between the initial attachment point of
$660 million and $1.06 billion.  The risk period begins on the day
after closing.

RATINGS LIST
New Ratings
Ibis Re II Ltd.
Series 2013-1 Notes
  Class A                                  BB+(sf)
  Class B                                  BB-(sf)
  Class C                                  B(sf)


JP MORGAN 1999-C8: Moody's Raises Rating on Class G Certs to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed two classes of J.P. Morgan Commercial Mortgage Finance
Corp., Mortgage Pass-Through Certificates, Series 1999-C8 as
follows:

Cl. G, Upgraded to Ba1 (sf); previously on Aug 11, 2011 Upgraded
to B1 (sf)

Cl. H, Affirmed C (sf); previously on May 12, 2010 Downgraded to C
(sf)

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

Ratings Rationale:

The upgrade for Class G is due to increased credit support as a
result of paydowns from amortization and loan payoffs and overall
stable pool performance. The rating of Class H is consistent with
Moody's expected loss and thus is affirmed.

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

Moody's rating action reflects a base expected loss of 2.7% of the
current pooled balance compared to 7.1% at last review. Moody's
base expected loss plus cumulative realized losses is now 7.6% of
the original pool balance, compared to 7.9% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for the classes could decline below the current
levels. If future performance materially declines, the expected
level of credit enhancement and the priority in the cash flow
waterfall may be insufficient for the current ratings of these
classes.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery in the commercial real estate property markets.
Commercial real estate property values are continuing to move in a
modestly positive direction along with a rise in investment
activity and stabilization in core property type performance.
Limited new construction and moderate job growth have aided this
improvement. However, a consistent upward trend will not be
evident until the volume of investment activity steadily increases
for a significant period, non-performing properties are cleared
from the pipeline, and fears of a Euro area recession are abated.

The 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 9 at last 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 27, 2012.

Deal Performance:

As of the June 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $18.2
million from $731.5 million at securitization. The Certificates
are collateralized by 12 mortgage loans ranging in size from less
than 1% to 26% of the pool, with the top ten loans representing
95% of the pool. One loan, representing 1% of the pool, has
defeased and is secured by U.S. Government securities.

Six loans are on the master servicer's watchlist, representing 56%
of the pool. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of its ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.

Seventeen loans have been liquidated from the pool, resulting in
an aggregate realized loss of $55 million (46% loss severity on
average). There are currently no loans in special servicing.

Moody's was provided with full year 2011 and partial or full year
2012 operating results for 77% and 96% of the pool, respectively.
Moody's weighted average LTV is 55% compared to 48% at Moody's
prior review. Moody's net cash flow (NCF) reflects a weighted
average haircut of 16% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.5%.

Moody's actual and stressed conduit DSCRs are 1.25X and 2.85X,
respectively, compared to 1.35X and 2.85X at last review. Moody's
actual DSCR is based on Moody's net cash flow 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 51% of the pool. The largest
loan is the Quail Park III Loan ($4.8 million -- 26% of the pool),
which is secured by a 71,296 square foot (SF) medical office
property located in Las Vegas, Nevada. As of December 2012 the
property was 87% leased compared to 70% at last review.
Performance has been stable. The loans is on the watchlist due to
potential maturity default. The loan was scheduled to mature on
06/01/2013. The borrower is in the process of refinancing the
loan. Moody's LTV and stressed DSCR are 82% and 1.35X,
respectively, compared to 85% and 1.3X at last review.

The second largest loan is the Hamlin Place Health Care Center
Loan ($2.6 million -- 14% of the pool), which is secured by a 120-
bed healthcare center located in South Palm Beach, Florida. The
loan is the watchlist for a low debt service coverage ratio
(DSCR). Although, performance has improved since last review due
to higher revenues. Reported DSCR has increased to 0.83X at year-
end 2012 from 0.34X at year-end 2010. The loan is fully
amortizing. Moody's LTV and stressed DSCR are 109% and 1.35X,
respectively, compared to 152% and 0.96X at last review.

The third largest loan is the Bayshore Plaza Shopping Center ($1.9
million -- 11% of the pool), which is secured by a 51,743 SF
retail property in Huntersville, North Carolina. As of February
2013, the property was 100% leased compared to 97% at last review.
The largest tenant is Tony Fabric Dcor, which leases 38% of the
net rentable area through 2014. Performance remains stable.
Moody's LTV and stressed DSCR are 38% and 2.78X, respectively,
compared to 39% and 2.73X at last review.


JP MORGAN 2002-CIBC5: Moody's Cuts Cl. X-1 Certs Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
affirmed one class and downgraded one class of JP Morgan Chase
Commercial Mortgage Securities Corporation Commercial Mortgage
Pass-Through Certificates, Series 2002-CIBC5 as follows:

Cl. G, Upgraded to Aaa (sf); previously on Jul 26, 2012 Upgraded
to A1 (sf)

Cl. H, Upgraded to A1 (sf); previously on Jul 26, 2012 Upgraded to
Baa2 (sf)

Cl. J, Upgraded to Baa3 (sf); previously on Jul 26, 2012 Upgraded
to B1 (sf)

Cl. K, Upgraded to B1 (sf); previously on Jul 26, 2012 Upgraded to
Caa2 (sf)

Cl. L, Upgraded to B3 (sf); previously on Dec 17, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed C (sf); previously on Dec 17, 2010 Downgraded to C
(sf)

Cl. X-1, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale:

The upgrades are due to increased credit support from loan payoffs
and amortization. The pool has paid down by 82% since Moody's last
full review and defeasance represents 35% of the pool.

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

The downgrade of the IO class, Class X-1, is due to the decline of
the weighted average rating factor (WARF) of its referenced
classes due to the paydown of more highly rated classes.

Moody's rating action reflects a base expected loss of 2.0% of the
current balance. At last review, Moody's base expected loss was
5.0%. Moody's base expected loss plus realized losses is now 2.5%
of the original pooled balance compared to 3.0% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit support
for the principal classes could decline below their current
levels. If future performance materially declines, credit support
may be insufficient to support the current ratings.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 4 compared to 22 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 v8.5 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 July 26, 2012.

Deal Performance

As of the June 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $56.9
million from $1.0 billion at securitization. The Certificates are
collateralized by 12 mortgage loans ranging in size from less than
1% to 26% of the pool, with the top ten non-defeased loans
representing approximately 65% of the pool. There are nine loans,
representing 75% of the pool, that are fully amortizing. Two
loans, representing approximately 35% of the pool, have defeased
and are secured by U.S. Government securities. These loans will
mature in September 2020.

Four loans, representing 23% 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.

Eight loans have been liquidated from the pool since
securitization, resulting in a realized loss of $23.6 million (46%
loss severity on average). The one loan in special servicing is
the Town n' Harbor Loan ($3.1 million -- 5.4% of the pool). The
loan was transferred to special servicing in February 2013 due to
damages from Super Storm Sandy. The Special Servicer has been
monitoring the payment status and property condition. The
collateral is a 160-unit, multi-family co-op building in Freeport,
New York. The property was vacated after the storm. Per the
special servicer, flood insurance proceeds have been paid out and
the property has been rehabbed to allow residents to return.
Moody's does not estimate a loss on this loan at the moment.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the conduit pool. Moody's weighted average LTV
is 70% compared to 72% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 18% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.4%.

Moody's actual and stressed DSCRs are 1.05X and 1.59X compared to
1.4X and 1.51X 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 loans represent 46% of the pool. The
largest loan is the Southern Wine and Spirits Building Loan ($15.0
million -- 26% of the pool), which is secured by a 385,000 square
foot (SF) warehouse and office building in Las Vegas, Nevada. The
property is 100% leased to Southern Wine and Spirits, one of the
largest privately-held companies as well one of the largest
distributors of wine, spirits and non-alcoholic beverages in the
US, through December 2020 under a triple net lease. The loan has
amortized 35% since securitization. After applying a lit-dark
analysis, Moody's LTV and stressed DSCR are 56% and 1.78X,
respectively, compared to 52% and 1.91X at last review.

The second largest loan is the Hardwood Hills Village Shopping
Center Loan ($7.5 million -- 13% of the pool), which is secured by
a 118,000 SF grocery-anchored center in Bedford, Texas. The
largest tenant is Tom Thumbs Grocery, which leases 44% of the net
rentable area (NRA) through August 2017. As of March 2013, the
property was 88% leased compared to 89% at last review. The loan
is on the Master's Servicer's watch list due to low DSCR. Moody's
LTV and stressed DSCR are 113% and 0.91X, respectively, compared
to 116% and 0.89X at last review.

The third largest loan is the Village Shopping Center Loan ($3.8
million -- 6.7% of the pool), which is secured by a 96,000 SF
grocery-anchored center in Duncanville, Texas. The largest tenant
is Tom Thumbs Grocery, which leases 55% of the net rentable area
(NRA) through January 2017. As of March 2013, the property was 82%
leased, essentially the same as at last review. The loan is on the
Master's Servicer's watch list due to low occupancy. Moody's LTV
and stressed DSCR are 74% and 1.39X, respectively, compared to 80%
and 1.28X at last review.


JP MORGAN 2004-C2: Moody's Affirms 'Ba3' Rating on Class X Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 pooled
classes and upgraded five non-pooled or rake classes of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C2 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jun 2, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jun 2, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jun 2, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Oct 13, 2010 Confirmed at
Aa2 (sf)

Cl. C, Affirmed Aa3 (sf); previously on Oct 13, 2010 Confirmed at
Aa3 (sf)

Cl. D, Affirmed A3 (sf); previously on Oct 13, 2010 Downgraded to
A3 (sf)

Cl. E, Affirmed Baa1 (sf); previously on Oct 13, 2010 Downgraded
to Baa1 (sf)

Cl. F, Affirmed Ba1 (sf); previously on Oct 13, 2010 Downgraded to
Ba1 (sf)

Cl. G, Affirmed Ba3 (sf); previously on Jun 21, 2012 Downgraded to
Ba3 (sf)

Cl. H, Affirmed B3 (sf); previously on Jun 21, 2012 Downgraded to
B3 (sf)

Cl. J, Affirmed Caa2 (sf); previously on Jun 21, 2012 Downgraded
to Caa2 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Jun 21, 2012 Downgraded
to Caa3 (sf)

Cl. L, Affirmed Ca (sf); previously on Oct 13, 2010 Downgraded to
Ca (sf)

Cl. M, Affirmed C (sf); previously on Oct 13, 2010 Downgraded to C
(sf)

Cl. N, Affirmed C (sf); previously on Oct 13, 2010 Downgraded to C
(sf)

Cl. P, Affirmed C (sf); previously on Oct 13, 2010 Downgraded to C
(sf)

Cl. RP-1, Upgraded to Aaa (sf); previously on Oct 9, 2008 Upgraded
to A1 (sf)

Cl. RP-2, Upgraded to Aaa (sf); previously on Oct 9, 2008 Upgraded
to A2 (sf)

Cl. RP-3, Upgraded to Aaa (sf); previously on Oct 9, 2008 Upgraded
to A3 (sf)

Cl. RP-4, Upgraded to Aaa (sf); previously on Oct 9, 2008 Upgraded
to Baa1 (sf)

Cl. RP-5, Upgraded to Aaa (sf); previously on Oct 9, 2008 Upgraded
to Baa2 (sf)

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

Ratings Rationale:

The affirmations of the principal classes are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

The upgrade of the rake classes is due to the defeasance of the
Republic Plaza loan that supports these classes.

The rating of the IO Class, Class X1, is consistent with the
credit quality of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 4.0% of the
current balance compared to 4.6% at last review. Moody's base
expected plus realized losses represents 4.2% of the original
pooled balance compared to 4.7% at last review. Depending on the
timing of loan payoffs and the severity and timing of losses from
specially serviced loans, the credit enhancement level for rated
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The 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 15, the same as at last review.

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

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

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 24% to $807.9
million from $1.06 billion at securitization. The Certificates are
collateralized by 109 mortgage loans ranging in size from less
than 1% to 16% of the pool, with the top ten loans representing
37% of the pool. The largest loan in the pool has an investment-
grade credit assessment. Twenty loans, representing 31% of the
pool, have defeased and are secured by U.S. Government securities.
At last review there were 13 defeased loans representing 15% of
the pool. One of the loans that defeased since last review is the
Republic Plaza loan. The rake bonds associated with that loan have
been upgraded as a result of the defeasance.

Twenty-three loans, representing 18% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Nine loans have been liquidated from the pool since securitization
resulting in an aggregate $12.0 million loss (39% loss severity on
average). Two loans, representing 2% of the pool, are in special
servicing. Moody's has estimated an aggregate $6.9 million loss
(57% expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for eight poorly
performing loans representing 7% of the pool and has estimated an
aggregate $7.7 million loss (15% expected loss based on a 48%
probability of default) from these troubled loans.

Moody's was provided with full year 2011 and partial year 2012
operating results for 97% and 91%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV is 85%, the same as at last review. Moody's
net cash flow reflects a weighted average haircut of 16.7% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.41X and 1.25X, respectively, compared to
1.70X and 1.46X, respectively, at last review. Moody's actual DSCR
is based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The loan with a credit assessment is the Somerset Collection Loan
(125.5 million -- 16% of the pool), which represents a 50% pari
passu interest in a $251.0 million first mortgage loan. The
property is also encumbered with a $49.0 million B-note held
outside the trust. The loan is secured by a 1.4 million square
foot (SF) regional mall located in Troy, Michigan. The mall is the
dominant mall in its trade area and is anchored by Macy's,
Nordstrom, Saks Fifth Avenue and Neiman Marcus. As of June 2012,
the mall was 98% leased compared to 97% in December 2011. The loan
is interest only for its entire 10-year term. Moody's credit
assessment and stressed DSCR are Aa3 and 1.72X, compared to Aa3
and 1.65 at last review.

The top three performing conduit loans represent 10% of the pool
balance. The largest conduit loan is the Robert Duncan Plaza Loan
($39.0 million -- 4.8% of the pool), which is secured by a 332,608
SF Class B+ office building located in Portland, Oregon. As of
March 2013, the property was 97% leased. GSA, which occupies
320,819 SF (96% of the GLA), has given notice of its intent to
vacate 173,244 SF (52% of the GLA) effective in October 2013, as
allowed by its lease. The remainder of its space expires in
September 2016. The GSA lease is significantly above market rent.
The borrower is working to reposition the property with a more
varied tenant base. The loan matures in early 2014. Moody's
analysis of the property reflects a stabilized value based on
current market rent. Moody's has identified this as a troubled
loan because of concerns about the expected increase in vacancy as
well as the approaching loan maturity. Moody's LTV and stressed
DSCR are 180% and 0.77X, respectively, compared to 143% and 0.97X
at last review.

The second largest conduit loan is the Shoppes at English Village
Loan ($23.2 million -- 2.9% of the pool), which is secured by a
104,014 SF lifestyle center located approximately 30 miles
northwest of downtown Philadelphia in North Wales, Pennsylvania.
As of December 2012, the property was 92% leased compared to 99%
at last review. The largest tenants are Trader Joe's and Talbot's.
Moody's LTV and stressed DSCR are 88% and 1.11X, respectively,
compared to 95% and 1.03X at last review.

The third largest conduit loan is the Eastville Marketplace ($19.1
million -- 2.4% of the pool), which is secured by a 101,664 SF
community retail center, consisting of nine single-story buildings
located 12 miles south of San Diego, California. As of December
2012, the property was 100% leased, the same as at last review.
The largest tenant is Office Depot. Moody's LTV and stressed DSCR
are 60% and 1.68X, respectively, compared to 67% and 1.50X at last
review.


JP MORGAN 2006-CIBC14: Rights Transfer No Impact on Moody's Rating
------------------------------------------------------------------
Moody's Investors Service was informed that the Holder of the
Metro Corporate Center Companion Loan intends to remove Midland
Loan Services, Inc. (Midland) as the Special Servicer and to
appoint CWCapital Asset Management LLC (CWCAM) as the Successor
Special Servicer. The Proposed Special Servicer Transfer and
Replacement will become effective upon satisfaction of the
conditions precedent set forth in the governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement.
Moody's has determined that this proposed special servicing
replacement will not, in and of itself, and at this time, result
in a downgrade or withdrawal of the current ratings to any class
of certificates rated by Moody's for J.P. Morgan Chase Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage Pass-
Through Certificates, Series 2006-CIBC14 (the Certificates).
Moody's opinion only addresses the credit impact associated with
the proposed designation and transfer of special servicing rights.
Moody's is not expressing any opinion as to whether the this
change has, or could have, other non-credit related effects that
may have a detrimental impact on the interests of note holders
and/or counterparties.

The last rating action for JPMCC 2006-CIBC14 was taken on August
16, 2012.

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

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

On August 16, 2012, Moody's downgraded the ratings of five classes
and affirmed the ratings of 10 CMBS classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2006-CIBC14 as follows:

Cl. A-3A, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to A1 (sf); previously on Dec 2, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to B2 (sf); previously on Dec 2, 2010
Downgraded to B1 (sf)

Cl. B, Downgraded to Caa2 (sf); previously on Dec 2, 2010
Downgraded to Caa1 (sf)

Cl. C, Downgraded to Caa3 (sf); previously on Dec 2, 2010
Downgraded to Caa2 (sf)

Cl. D, Downgraded to C (sf); previously on Dec 2, 2010 Downgraded
to Ca (sf)

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

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

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Mar 28, 2006
Definitive Rating Assigned Aaa (sf)


JP MORGAN 2006-NC2: Moody's Takes Action on Four RMBS Issues
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on two
tranches and confirmed the ratings on two tranches backed by
Subprime loans, issued by J.P. Morgan Mortgage Acquisition Trust
2006-NC2.

Complete rating actions are as follows:

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-NC2

Cl. A-1A, Downgraded to Baa1 (sf); previously on May 3, 2013 Aa3
(sf) Placed Under Review Direction Uncertain

Cl. A-1B, Downgraded to Ba1 (sf); previously on May 3, 2013 Baa3
(sf) Placed Under Review Direction Uncertain

Cl. A-4, Confirmed at B3 (sf); previously on May 3, 2013 B3 (sf)
Placed Under Review Direction Uncertain

Cl. A-5, Confirmed at Caa2 (sf); previously on May 3, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Ratings Rationale:

The rating actions reflect recent performance of the underlying
pools and Moody's updated expected losses on the pools. They also
conclude the review action taken on the deal on May 3, 2013 due to
the discovery of errors in the cash flow model used in rating the
transaction. In prior rating actions, the model incorrectly
modeled the principal payment priorities for certain senior
tranches. The error has now been corrected, and these rating
actions reflect the corrected payment priorities.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

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.


JP MORGAN 2011-FL1: Rights Transfer No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service was informed that the current Class MH
Directing Certificate holder in respect of the Manhattan Hotel
Portfolio Loan intends to remove Berkadia Commercial Mortgage LLC
as the Special Servicer and to appoint Strategic Asset Services
LLC (an H/2 Capital Partners company) (SAS) as the Successor
Special Servicer. The Proposed Special Servicer Transfer and
Replacement will become effective upon satisfaction of the
conditions precedent set forth in the governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement.
Moody's has determined that this proposed special servicing
replacement will not, in and of itself, and at this time, result
in a downgrade or withdrawal of the current ratings to any class
of certificates rated by Moody's for J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2011-FL1 (the Certificates). Moody's opinion
only addresses the credit impact associated with the proposed
designation and transfer of special servicing rights. Moody's is
not expressing any opinion as to whether this change has, or could
have, other non-credit related effects that may have a detrimental
impact on the interests of note holders and/or counterparties.

The last rating action for J.P. Morgan Chase 2011-FL1 was taken on
September 21, 2012.

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

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

On September 21, 2012, Moody's upgraded the ratings of two CMBS
classes and affirmed the ratings of twelve CMBS Classes, including
one non-pooled, or rake, class:

Cl. A, Affirmed at Aaa (sf); previously on Nov 30, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Nov 30, 2011
Definitive Rating Assigned Baa3 (sf)

Cl. X-WAC, Affirmed at A2 (sf); previously on Feb 22, 2012
Downgraded to A2 (sf)

Cl. X-OFP, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-MHP, Affirmed at Baa3 (sf); previously on Feb 22, 2012
Downgraded to Baa3 (sf)

Cl. X-SPA, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-SPB, Affirmed at Baa2 (sf); previously on Feb 22, 2012
Downgraded to Baa2 (sf)

Cl. X-INA, Upgraded to A2 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-INB, Upgraded to A2 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-BCR, Affirmed at A3 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Cl. X-EXT, Affirmed at A2 (sf); previously on Feb 22, 2012
Downgraded to A2 (sf)

Cl. MH, Affirmed at Ba2 (sf); previously on Nov 30, 2011
Definitive Rating Assigned Ba2 (sf)


JP MORGAN 2012-FL2: Moody's Keeps Ratings on Seven CMBS Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
J.P Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2012-FL2. Moody's
rating action is as follows:

Cl. A, Affirmed Aaa (sf); previously on Sep 6, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-CP, Affirmed A3 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned A3 (sf)

Cl. X-EXT, Affirmed B2 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned B2 (sf)

Cl. B, Affirmed Aa2 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Sep 6, 2012 Definitive
Rating Assigned Ba2 (sf)

Ratings Rationale:

The affirmations 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 underlying
loans are performing as expected.

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.

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

The principal methodology used in this rating was "Moody's
Approach to Rating 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 August 24, 2012.

Deal Performance:

As of the June 17, 2013 Payment Date, the transaction's aggregate
certificate balance remains unchanged from that at securitization.
The Certificates are collateralized by six floating rate whole
loans and senior interest in a whole loan. The loans range in size
from 8% to 33% of the pooled balance, with the top three loans
representing approximately 65% of the pooled balance. All of the
loans have additional debt in the form of a B note or mezzanine
debt outside of the trust. The pool's loan level Herfindahl Index
is 4.9.

Moody's weighted average pooled LTV ratio is 60% and Moody's
weighted average stressed debt service coverage ratio (DSCR) for
pooled trust debt is 1.67X, and remains unchanged from those at
securitization. There are no outstanding interest shortfalls or
losses affecting the trust to this Payment Date.

The largest loan in the pool is secured by fee interest in
Carousel Center Loan ($155 million, or 33% of the trust balance).
The loan is secured by a 1.5 million SF super regional mall
located in Syracuse, NY. The property is the dominant mall for
Central New York, and draws customer base from approximately 1.2
million people. The Expansion (850,000 SF that opened in 2012) is
not part of the collateral. There is additional debt in the form
of mezzanine debt outside the trust that is collateralized by
Carousel Center and the Expansion. The loan's NCF for year-end
2012 was $33.8 million, up from $21.2 million achieved during the
trailing twelve month period ending March 2012. However, the full
year 2013 budget is forecasting NCF that is closer to mid-$20
million range. The loan matures in January 2014 with 3-one year
options. Moody's LTV for the trust debt portion is 53%, the same
as at securitization. Moody's credit assessment is A3, the same as
at securitization.

The Roosevelt Hotel Loan ($75 million, or 16% of trust balance) is
secured by fee interest in an 18-story, 1,015-room, full service
hotel located in midtown Manhattan. This historic hotel covers the
entire block between 45th and 46th Street between Madison Avenue
and Vanderbilt Avenue, and offers 21,000 SF of ground floor retail
space. The loan matures in November 2014. There is additional debt
in the form of mezzanine debt outside the trust. The hotel's NCF
for the trailing twelve month period ending March 2013 was $15.4
million, down from $16.4 million achieved during the trailing
twelve month period ending June 2012. Moody's NCF remains at $13.1
million, same as at securitization and Moody's LTV for the trust
portion is 55%. Moody's credit assessment is Baa1, the same as at
securitization.

The Ashford Hotel Portfolio Loan ($75 million, or 16% of trust
balance) is secured a cross collateralized and cross defaulted
pool of nine hotel properties located in six states. The 1,337-
room key portfolio was acquired by the sponsor in 2007, and has
benefitted from $59 million of capital expenditures. There is
additional debt in the form of mezzanine debt outside the trust.
The portfolio's NCF for year-end 2012 was $14.4 million, up from
$12.5 million achieved during the trailing twelve month period
ending June 2012. Moody's LTV for the trust debt portion is 67%,
same as at securitization.


JP MORGAN 2013-C13: S&P Assigns Prelim. BB Rating to Class E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2013-C13's $961.2 million commercial mortgage pass-through
certificates series 2013-C13.

The series 2013-C13 issuance is an asset-backed securities
transaction backed by 45 commercial mortgage loans with an
aggregate principal balance of $961.2 million, secured by the fee
and leasehold interests in 70 properties across 27 states.

The preliminary ratings are based on information as of June 21,
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 support
provided by the transaction structure, its view of the underlying
collateral's economics, the trustee-provided liquidity, the
collateral pool's relative diversity, and its overall qualitative
assessment of the transaction.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1620.pdf

PRELIMINARY RATINGS ASSIGNED

J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13

Class       Rating          Amount ($)
A-1         AAA (sf)        55,992,000
A-2         AAA (sf)       203,174,000
A-3         AAA (sf)        20,130,000
A-4         AAA (sf)       324,319,000
A-SB        AAA (sf)        69,207,000
X-A         AAA (sf)       743,709,000(i)
X-B         A- (sf)        110,535,000(i)
A-S         AAA (sf)        70,887,000
B           AA- (sf)        68,484,000
C           A- (sf)         42,051,000
D           BBB- (sf)       37,246,000
X-C         NR              69,684,664(i)
E           BB (sf)         21,626,000
F           B+ (sf)         16,820,000
NR          NR              31,238,664

(i) Notional balance.
NR - Not rated.


JPMBB COMMERCIAL 2013-C12: Moody's Rates Class F Secs to '(P)B2'
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fourteen classes of CMBS securities, issued by JPMBB Commercial
Mortgage Securities Trust 2013-C12.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-5, Assigned (P)Aaa (sf)

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

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

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

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

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

Cl. E, Assigned (P)Ba2 (sf)

Cl. F, Assigned (P)B2 (sf)

Cl. X-A*, Assigned (P)Aaa (sf)

Cl. X-B*, Assigned (P)A2 (sf)

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

Ratings Rationale:

The Certificates are collateralized by 77 fixed rate loans secured
by 107 properties. The ratings are based on the collateral and the
structure of the transaction.

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

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

The Moody's Actual DSCR of 1.68X is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.07X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

The pooled Trust loan balance of $1.34 billion represents a
Moody's LTV ratio of 100.2%, which is lower than the 2007
conduit/fusion transaction average of 110.6%.

Moody's considers subordinate financing outside of the Trust when
assigning ratings. Six loans are structured with $129.0 million of
additional financing in the form of unsecured debt, raising
Moody's Total LTV ratio of 105.0%. Two of the loans are cross-
collateralized with a single mezzanine loan secured by the equity
interest in the collateral of both loans.

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
31.0, which is above the average score calculated from multi-
borrower pools by Moody's since 2009. With respect to property
level diversity, the pool's property level Herfindahl score is
40.0. The transaction's property diversity profile is above
indices calculated in most multi-borrower transactions issued
since 2009.

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

Moody's grades properties on a scale of 1 to 5 (best to worst) and
considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The pool's weighted
average property quality grade is 2.22, which is in-line with the
indices calculated in most multi-borrower transactions since 2009.

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

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

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, and 22%, the model-indicated rating for the currently
rated Aaa Super Senior class would be ((P) Aaa (sf)), ((P) Aaa
(sf)), and ((P) Aa1(sf)), respectively; for the most junior Aaa
rated class A-S would be ((P) Aaa (sf)), ((P) Aa2 (sf)), and ((P)
Aa3(sf)), respectively. Parameter Sensitivities are not intended
to measure how the rating of the security might migrate over time;
rather they are designed to provide a quantitative calculation of
how the initial rating might change if key input parameters used
in the initial rating process differed. The analysis assumes that
the deal has not aged. Parameter Sensitivities only reflect the
ratings impact of each scenario from a quantitative/model-
indicated standpoint. Qualitative factors are also taken into
consideration in the ratings process, so the actual ratings that
would be assigned in each case could vary from the information
presented in the Parameter Sensitivity analysis.


JPMBB COMMERCIAL 2013-C12: S&P Assigns BB Rating to Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to JPMBB
Commercial Mortgage Securities Trust 2013-C12's $1.34 billion
commercial mortgage pass-through certificates series 2013-C12.
S&P also withdrew its preliminary rating on the class X-B
certificates because the arranger removed the class from the
transaction structure.

The commercial mortgage-backed security transaction is backed by
77 commercial mortgage loans with an aggregate principal balance
of $1.34 billion, secured by the fee and leasehold interests in
107 properties across 33 states.

The ratings reflect S&P's view of the underlying collateral's
economics, the trustee-provided liquidity, the collateral pool's
relative diversity, and S&P's overall qualitative assessment of
the transaction.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1585.pdf

RATINGS ASSIGNED

JPMBB Commercial Mortgage Securities Trust 2013-C12


Class       Rating            Amount ($)
A-1         AAA (sf)         101,691,000
A-2         AAA (sf)         162,984,000
A-3         AAA (sf)          33,613,000
A-4         AAA (sf)         215,000,000
A-5         AAA (sf)         322,522,000
A-SB        AAA (sf)         103,054,000
X-A         AAA (sf)    1,064,605,000(i)
A-S         AAA (sf)         125,741,000
B           AA- (sf)          80,474,000
C           A- (sf)           48,619,000
D           BBB- (sf)         55,326,000
X-C         NR             67,061,266(i)
E           BB (sf)           25,149,000
F           B+ (sf)           23,471,000
NR          NR                43,590,266

PRELIMINARY RATING WITHDRAWN

JPMBB Commercial Mortgage Securities Trust 2013-C12

Class    Rating    Rating
         To        From
X-B      NR        A- (sf)

(i) Notional balance.
NR - Not rated.


KATONAH V: S&P Raises Rating on Class C Notes From 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class B-1 and B-2 notes from Katonah V Ltd., a cash flow U.S.
collateralized loan obligation (CLO) transaction managed by
Invesco Senior Secured Management.  Concurrently, S&P raised its
rating on the class C note and also affirmed its rating on the
class D note.

The transaction, which is in its amortization phase, continues to
pay down its notes in a sequential manner.  S&P previously
upgraded the class B and C notes in January 2013.  Since then, the
class A-2 note was fully paid off on the March 20, 2013,
distribution date, and the class B-1 and B-2 notes were fully
paid off on the June 20, 2013, distribution date.

The class C note also received a $5.3 million paydown on the
June 20 distribution date that reduced its outstanding balance to
43.5% of its original balance.  As a result, the trustee's
overcollateralization ratio for the class C note will likely
increase once the paydowns are considered.

However, as the transaction continues to wind down, the ratings on
the remaining performing assets in the portfolio affect the
ratings that the notes can support.

S&P's rating action on the class C notes in January 2013 resulted
from the application of its largest obligor 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 and model
risks 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 5% flat recovery.

In April and May 2013, the transaction sold two assets that were
rated in the 'CCC' category.  One asset was fully liquidated, and
the other was partially liquidated.  Since their individual par
balances were among the highest in the 'CCC' rating category, S&P
had considered them under the top obligor test during its January
2013 actions, which affected its rating on the class C notes.

S&P withdrew its rating on the class B note following its paydown,
and raised its rating on the class C note due to an increase in
its credit support.  The affirmation of the class D rating
reflects the available credit support 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 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

Katonah V Ltd.
              Rating
Class     To           From
B-1       NR           A+ (sf)
B-2       NR           A+ (sf)
C         BBB+ (sf)    CCC+ (sf)

NR-Not rated.

RATING AFFIRMED

Katonah V Ltd.
Class     Rating
D         CC (sf)


KKR FINANCIAL 2013-1: S&P Assigns 'BB' Rating to Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to KKR
Financial CLO 2013-1 Ltd./KKR Financial CLO 2013-1 LLC's
$458.5 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 ratings reflect S&P's view of:

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

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

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

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

   -- The collateral manager's 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 0.29% to 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

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.


LB-UBS 2000-C5: Moody's Cuts Rating on Class G Certs to C
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded one class and affirmed two classes of LB-UBS Commercial
Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5 as follows:

Cl. D, Upgraded to Aa2 (sf); previously on Jul 28, 2011 Downgraded
to A2 (sf)

Cl. E, Upgraded to Baa1 (sf); previously on Jul 28, 2011
Downgraded to Ba1 (sf)

Cl. F, Affirmed Caa1 (sf); previously on Jul 28, 2011 Downgraded
to Caa1 (sf)

Cl. G, Downgraded to C (sf); previously on Dec 17, 2010 Downgraded
to Caa3 (sf)

Cl. X, Affirmed Caa3 (sf); previously on Jul 20, 2012 Downgraded
to Caa3 (sf)

Ratings Rationale:

The upgrades are primarily due to increased credit support
resulting from loan paydowns and amortization. The deal has paid
down 50% since last review.

The downgrade of Class G is due to higher than anticipated
realized losses from liquidated loans and anticipated losses from
troubled loans.

The rating of Class F is consistent with Moody's base expected
loss and thus is affirmed. The rating of the IO Class, Class X, is
consistent with the expected credit performance of its referenced
classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 30.8%
($10.5 million)of the current balance. At last review, Moody's
cumulative base expected loss was 43.5% ($29.8 million). Realized
losses have increased to 7.4% of the original pooled balance from
4.9% at last review. Moody's base expected loss plus realized
losses is now 8.4% of the original pooled balance compared to 7.9%
at last review. Depending on the timing of loan payoffs and the
severity and timing of losses from specially serviced loans, the
credit enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 2 compared to 3 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 July 20, 2012.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $34.1
million from $997.2 million at securitization. The Certificates
are collateralized by six mortgage loans ranging in size from less
than 2% to 77% of the pool. One loan, representing 2% of the pool,
has defeased and is secured by U.S. Government securities.

Four loans, representing 96% 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.

Thirty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $73.3 million (47% loss severity on
average). Currently, there are no loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans representing 17% of the pool and has estimated an
aggregate $3 million loss (52% expected loss) from these troubled
loans.

Moody's was provided with full year 2012 operating results for 60%
of the pool's non-defeased loans. Excluding the troubled loans,
Moody's weighted average conduit LTV is 128% compared to 107% at
Moody's prior review. The Utica Park Place Shopping Center Loan
represents 95% of the conduit pool and its decline in performance
is the primary reason for the change in Moody's LTV and DSCR from
prior review. Moody's net cash flow reflects a weighted average
haircut of 31% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.3%.

Excluding troubled loans, Moody's actual and stressed conduit
DSCRs are 0.66X and 0.86X, respectively, compared to 0.81X and
1.00X at last review. Moody's actual DSCR is based on Moody's net
cash flow (NCF) and the loan's actual debt service. Moody's
stressed DSCR is based on Moody's NCF and a 9.25% stressed rate
applied to the loan balance.

The top two loans represent 92% of the pool. The largest loan is
the Utica Park Place Shopping Center Loan ($26.2 million -- 77.1%
of the pool), which is secured by a 456,000 square foot (SF) power
center located in Utica, Michigan. The center was 89% leased as of
March 2013, the same as at last review. The three largest tenants
are Sam's Club, Garden Ridge (which along with McLaughlin's Home
Furnishing, subleases its space from Home Depot) and Value City
Furniture. The leases for Sam's Club and Home Depot, representing
63% of the NRA, expire in 2013 and the servicer indicated that the
Borrower is in lease negotiations with the current tenants or
subtenants. Additionally, two tenants, representing 15% of the
NRA, have recently exercised five year lease extensions at reduced
rents. The loan has been on the servicer's watchlist since May
2009 for low DSCR and missing its anticipated repayment date (ARD)
of August 11, 2010. As a result of the reduced rents and lease
rollover risk, Moody's is concerned about the ability of this loan
to refinance. Moody's LTV and stressed DSCR are 133% and 0.75X,
respectively, compared to 111% and 0.90X at last review.

The second largest loan is the Express Scripts Building Loan ($5.2
million -- 15.4% of the pool). The loan is secured by a mixed used
(office / warehouse) property located in Albuquerque, New Mexico.
The loan transferred to special servicing in September 2010 due to
imminent default. The loan passed its anticipated repayment date
(ARD) on October 1, 2010 after Express Scripts reduced its space
to 37% of the NRA from previously fully leasing the property. The
loan returned to the master servicer in October 2012 and the
Borrower remains current on its payments. The property remains
only 37% leased and is on the watchlist due to low occupancy and
DSCR. The servicer indicated that the Borrower is currently
evaluating its options in regards to this loan. Due to the low
occupancy and DSCR, Moody's views this as a troubled loan.


LB-UBS 2003-C5: Fitch Affirms 'CCC' Ratings on 2 Certificates
-------------------------------------------------------------
Fitch Ratings has affirmed all classes of LB-UBS commercial
mortgage trust pass-through certificates, series 2003-C5.

Key Rating Drivers

The affirmations are a result of stable performance since Fitch's
last rating action. Fitch modeled losses of 19.3% of the remaining
pool; modeled losses of the original pool are 2.2%, including
losses already incurred to date. There are currently six specially
serviced assets (37.3%) in the pool.

Of the original 80 loans, 13 loans remain outstanding. As of the
June 2013 distribution date, the pool's aggregate principal
balance has reduced by 88.5% to $161.8 million from $1.41 billion
at issuance. In addition four loans (27.5%) are fully defeased.
Interest shortfalls totaling $3.7 million are currently affecting
classes L through T.

The largest contributor to modeled losses is a 568,657 square foot
(sf) mall (22.9%) located in Scranton, PA. The loan was
transferred to the special servicer in March 2010 due to imminent
default. The loan is performing under a modification agreement
which was executed in April 2011. The modification terms consist
of an interest rate reduction from 6.25% to 3.25% with accrued and
unpaid interest deferred until the loan's maturity of July 2013.
Servicer reported occupancy has slightly decreased to 84.9% as of
December 2012 from 87.8% as of December 2011.

The second largest contributor to modeled losses is a 110,663 sf
office property (5.2%) located in Mountain Lakes, NJ. Cash flow
has declined significantly as a result of lower base rents. The
loan was recently transferred to the special servicer as the loan
did not pay-off at its June 2013 maturity date.

Rating Sensitivities

Classes C through J have Stable Outlooks as no rating changes are
expected. Although credit enhancement has increased due to
amortization, loan pay-offs and defeasance, the pool is becoming
more concentrated. In addition, over 85% of the pool matures in
2013 and maturity defaults are possible.

Classes K and L have Negative Outlooks as downgrades are possible
if expected losses increase.

Fitch affirms the following classes, Rating Outlooks, and Rating
Estimates (REs) as indicated:

-- $5.7 million class C at 'AAAsf'; Outlook Stable;
-- $15.8 million class D at 'AAAsf'; Outlook Stable;
-- $15.8 million class E at 'AAAsf'; Outlook Stable;
-- $22.8 million class F at 'AAAsf'; Outlook Stable;
-- $17.6 million class G at 'AAAsf'; Outlook Stable;
-- $15.8 million class H at 'AAsf'; Outlook Stable;
-- $10.5 million class J at 'Asf; Outlook Stable;
-- $14 million class K at 'BBB-sf; Outlook Negative;
-- $12.3 million class L at 'Bsf'; Outlook Negative;
-- $5.3 million class M at 'CCCsf'; RE 100%;
-- $3.5 million class N at 'CCCsf'; RE 100%.

Fitch does not rate classes P, Q, S, and T and classes A-1, A-2,
A-3, A-4, B, and X-CP have paid in full.

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


LB-UBS 2003-C3: Moody's Cuts Rating on Cl. X-CL Certs to Caa2
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
affirmed one class and downgraded one class of LB-UBS Commercial
Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 as follows:

Cl. M, Upgraded to Aaa (sf); previously on Jun 30, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. N, Upgraded to Aa3 (sf); previously on Jan 20, 2012 Downgraded
to B1 (sf)

Cl. P, Upgraded to A1 (sf); previously on Jan 20, 2012 Downgraded
to B2 (sf)

Cl. Q, Upgraded to B1 (sf); previously on Jan 20, 2012 Downgraded
to B3 (sf)

Cl. S, Affirmed Caa2 (sf); previously on Jan 20, 2012 Downgraded
to Caa2 (sf)

Cl. X-CL, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale:

The upgrades are due to increased credit support due to loan
payoffs and amortization. The pool has paid down 95% since Moody's
last review.

The downgrade of the IO Class, Class X-CL, is a result of a
decline in credit quality of its referenced classes as a result of
the paydown of highly rated reference classes.

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

Moody's rating action reflects a base expected loss of 12.6% of
the current balance. At last review, Moody's base expected loss
was 1.9%. On a percentage basis the base expected loss has
increased significantly due to the 95% paydown since last review.
However, on a numerical basis, the base expected loss has actually
decreased by $6.6 million. The pool has realized no additional
realized losses since last review. Moody's base expected loss plus
realized losses is now 1.1% of the original pooled balance
compared to 1.6% at last review. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 10 compared to 8 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 January 10, 2013.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $27.9
million from $1.3 billion at securitization. The Certificates are
collateralized by 15 mortgage loans ranging in size from 3% to 19%
of the pool, with the top ten loans representing 83% of the pool.

There are no loans on the master servicer's watchlist.

Ten loans have been liquidated from the pool, resulting in an
aggregate realized loss of $10.9 million (39% loss severity on
average). Four loans, representing 32% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Phillips Edison - Crossroads East Loan ($3.0 million -- 10.8% of
the pool), which is secured by a 72,000 square foot (SF)
unanchored retail center in Columbus, Ohio. The loan transferred
to special servicing in August 2012 due to imminent monetary
default. The property was 78% leased as of June 2013 and its
largest tenant, representing 12% of the net rentable area (NRA),
has a lease expiration in August 2013. The special servicer
indicated that it is proceeding with a deed-in-lieu (DIL) and then
plan to market the property for sale.

The second largest specially servicing loan is the Ellard Village
Loan ($2.95 million -- 10.6% of the pool), which is secured by a
26,000 SF retail property located in Roswell, Georgia. The loan
transferred to special servicing in March 2013 due to maturity
default. The special servicer indicated that it is currently
pursuing foreclosure.

The remaining two specially serviced loans are secured by retail
properties. Moody's estimates an aggregate $3.0 million loss for
the non-performing specially serviced loans (41% expected loss on
average).

Moody's was provided with full year 2011 and full or partial year
2012 operating results for 83% and 58% of the pool's non-specially
serviced loans. Excluding the non-performing specially serviced
loans, Moody's weighted average LTV is 65% compared to 80% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 14% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding non-performing special serviced loans, Moody's actual
and stressed DSCRs are 1.23X and 1.68X, respectively, compared to
1.41X and 1.37X 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 39% of the pool. The largest
conduit loan is the Rancho La Costa Loan ($5.2 million -- 18.8% of
the pool), which is secured by a 27,000 SF retail property located
in Carlsbad, California. The property was 100% leased as of March
2013. The largest tenant, CVS, leases 54% of NRA through June
2022. Property performance has been stable and the loan matures in
November 2018. Moody's LTV and stressed DSCR are 60% and 1.73X,
respectively, compared to 59% and 1.75X at last review.

The second largest conduit loan is the Walgreens-Henderson Loan
($3.6 million -- 13.0% of the pool), which is secured by a 15,000
SF single tenant retail property located in Henderson, Nevada. The
property is fully leased to Walgreen Co (Moody's senior unsecured
rating Baa1, negative outlook) through March 2061. Property
performance has been stable and the loan matures in February 2015.
Moody's LTV and stressed DSCR are 95% and 1.05X, respectively,
compared to 95% and 1.06X at last review.

The third largest conduit loan is the Rite Aid -- Medina Loan
($1.9 million -- 6.8% of the pool), which is secured by a 11,000
SF single tenant retail property located in Medina, Ohio. The
property is fully leased to Rite Aid through July 2021 which
coincides with the loan maturity date of August 2021. The loan
fully amortizes during the loan term and has amortized 36% since
securitization. Moody's LTV and stressed DSCR are 64% and 1.57X,
respectively, compared to 64% and 1.56X at last review.


LCM III: Moody's Raises Ratings on $52.5MM CLO Notes
----------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by LCM III Ltd:

$25,000,000 Class B Notes Second Priority Deferrable Floating Rate
Notes due 2017, Upgraded to Aaa (sf); previously on August 24,
2011 Upgraded to A2 (sf)

$16,000,000 Class C Third Priority Deferrable Floating Rate Notes
due 2017, Upgraded to Aa1 (sf); previously on August 24, 2011
Upgraded to Ba1 (sf)

$11,500,000 Class D Fourth Priority Deferrable Floating Rate Notes
due 2017, Upgraded to Baa1 (sf); previously on August 24, 2011
Upgraded to Ba3 (sf)

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

$269,500,000 Class A Senior Secured Floating Rate Notes due 2017
(current outstanding balance of $43,800,330.94), Affirmed Aaa
(sf); previously on April 21, 2005 Assigned Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of significant deleveraging of the senior notes
and an increase in the transaction's overcollateralization ratios.
Moody's notes that the Class A Notes have been paid down by
approximately $142 million on the last two payment dates in March
and June 2013. Based on Moody's calculation, the Class A, Class B,
Class C, and Class D overcollateralization ratios are 259.47%,
165.19%, 134.02%, and 118.01%.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio. Based on the
May 2013 trustee report, the weighted average rating factor is
currently 2242 compared to 2393 in May 2012.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculation, securities that mature
after the maturity date of the notes currently make up
approximately $26 million or 23% of the underlying portfolio.
These investments potentially expose the notes to market risk in
the event of liquidation at the time of the notes' maturity.

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 $113.6 million, no defaulted par, a weighted
average default probability of 13.57% (implying a WARF of 2384), a
weighted average recovery rate upon default of 51.77%, and a
diversity score of 28. 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.

LCM III Ltd., issued in April 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.

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% (1907)

Class A: 0

Class B: 0

Class C: +1

Class D: +2

Moody's Adjusted WARF + 20% (2861)

Class A: 0

Class B: 0

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 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) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value.


LEGG MASON: S&P Withdraws 'CCC+' Rating on Class B Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on two
classes from Legg Mason Real Estate CDO II Corp., a commercial
real estate collateralized debt obligation (CRE CDO).
Subsequently, S&P withdrew both ratings following a request from
the issuer.

The affirmations reflect S&P's analysis of the transactions'
liability structures and the credit characteristics of the
underlying collateral using its criteria in "Global CDOs Of Pooled
Structured Finance Assets: Methodology And Assumptions," published
Feb. 21, 2012, on RatingsDirect.

According to the May 28, 2013, trustee report, the transaction's
collateral totaled $451.8 million, while its liabilities totaled
$419.1 million which is down from $525 million at issuance.  The
transaction's current asset pool included the following:

   -- 33 whole and senior-participation loans ($382.3 million,
      84.6%);

   -- Two subordinate-interest loans ($25.2 million, 5.6%);

   -- Five CRE CDO securities ($25.1 million, 5.6%); and

   -- Three commercial mortgage-backed securities (CMBS) tranches
      ($19.1 million, 4.2%).

          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 AND WITHDRAWN

Legg Mason Real Estate CDO II Corp.
                       Rating
Class         To         Interim        From
B             NR         CCC+ (sf)      CCC+ (sf)
C             NR         CCC- (sf)      CCC- (sf)

NR-Not rated.


LEHMAN BROTHERS 1998-C1: Fitch Affirms 'D' Rating on Class L Certs
------------------------------------------------------------------
Fitch Ratings has affirmed five classes of Lehman Brothers (LB)
Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1.

Key Rating Drivers

The affirmations are due to sufficient credit enhancement to
offset increasing loan concentrations and adverse selection with
only 17 nondefeased loans (92%) remaining.

Fitch modeled losses of 3.7% of the remaining pool; expected
losses on the original pool balance total 3.3%, including losses
$53 million (3.1% of the original pool balance) in realized losses
to date. Fitch has designated five loans (16.9%) as Fitch Loans of
Concern, which includes one specially serviced asset (4.4%).

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 94.9% to $88 million from
$1.73 billion at issuance. Per the servicer reporting, five loans
(8% of the pool) are defeased. Interest shortfalls are currently
affecting classes K through M.

Rating Sensitivities

The Rating Outlooks of the investment grade classes remain stable
due to the amount of defeasance and the overall low leverage of
the remaining loans in the pool.

The specially serviced loan (4.4%) is secured by a 194 bed senior
housing facility in Long Beach, NY. The loan had transferred to
special servicing in August 2009 due to monetary default.
According to the servicer, the borrower was in the process of
negotiating with a new third party operator to manage the
property. In addition, the recent Super Storm Sandy had caused
significant damage to the collateral; the property was vacated and
repair work has commenced. The servicer reports that the borrower
has been slow in providing information on the insurance claims,
occupancy and operating information. The servicers legal counsel
is proceeding with legal remedies.

The largest loan in the pool is the Ohio Valley Plaza loan (36%)
which is secured by a 576,639 square foot retail property in St.
Clairsville, OH. The property is well located off interstate 70
directly across from the Ohio Valley Mall. Anchors at the subject
property include Walmart Super Center (31% net rentable area
[NRA]), Lowe's (20% NRA), and Sam's Club (18% NRA). The May 2013
rent roll reported occupancy at 98%. Debt service coverage ratio
(DSCR) reported at 1.40 times (x) for year-to-date September 2012.

Fitch affirms the following classes:

-- $15.7 million class G at 'AAAsf'; Outlook Stable;
-- $17.3 million class H at 'Asf'; Outlook Stable;
-- $43.2 million class J at 'Bsf'; Outlook Stable;
-- $11.8 million class K at 'Dsf'; RE 35%;
-- $0 class L at 'Dsf', RE 0%.

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


LIGHTPOINT CLO VIII: S&P Assigns 'B+' Rating to Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-1-B, B, C, and D notes from Lightpoint CLO VIII Ltd., a U.S.
collateralized loan obligation (CLO) managed by Neuberger Berman
Inc.  In addition, S&P lowered its rating on the Class E notes,
and it affirmed its rating on the Class A-1-A notes.  S&P also
removed its ratings on the Class A-1-B, B, C, D, and E notes from
CreditWatch, where it placed them with positive implications on
May 17, 2013.

The upgrades reflect a large paydown on the Class A-1-A notes,
while the lowered rating reflects a par loss in the underlying
collateral since S&P's February 2012 rating actions.  The affirmed
rating reflects S&P's belief that the credit support available is
commensurate with the current rating level.

The rating actions follows S&P's review of the transaction's
performance using data from the trustee report dated May 7, 2013.

According to the May 2013 trustee report, the transaction held
$1.39 million in underlying collateral obligations considered by
the transaction to be defaulted.  At the time of the last rating
action, in February 2012, and based on trustee report dated
December 2011, there were no defaulted securities.

However, the amount of 'CCC' rated collateral held in the
transaction's asset portfolio declined since the time of S&P's
last rating action.  According to the May 2013 trustee report, the
transaction held $1.90 million in 'CCC' rated collateral, down
from $16.97 million noted in the December 2011 trustee report.
When calculating the overcollateralization (O/C) ratios, the
trustee haircuts a portion of the 'CCC' rated collateral that
exceeds the threshold specified in the transaction documents.
This threshold has not been in breach over the time period since
S&P's last rating action.  According to the May 2013 trustee
report, the current balance of 'CCC' rated collateral was 0.56%,
with a threshold of 7.50%.

As the transaction exited its reinvestment period in October 2012,
post-reinvestment period principal amortization has resulted in
$138.00 million in paydowns to the Class A-1-A notes since S&P's
last rating action.

The collateral balance -- designated by a combination of principal
proceeds and total par value of the collateral pool -- backing the
rated liabilities has decreased $142.65 million over this same
time period.  The difference between the drop in the collateral
balance and the paydown on the Class A-1-A notes is the loss that
the transaction has sustained, primarily due to trading
activities.  The lowered collateral balance deteriorated credit
support available to the rated notes and potentially lowered the
available interest proceeds that the underlying collateral
generates.

Notwithstanding the loss, and as a result of the paydown on the
Class A-1-A notes, the transaction's Class A/B, C, D, and E O/C
ratio tests have improved.  In addition, the weighted average
spread generated from the underlying collateral dropped by 0.15%
since S&P's last rating action.

"Our review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance.  In
line with our criteria, our cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios.  In addition, our analysis considered
the transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches.  The results of the cash
flow analysis demonstrated, in our view, that all of the rated
outstanding classes have adequate credit enhancement available at
the rating levels associated with this rating action," S&P said.

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.

      CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Class                       Dec 2011          May 2013
Notional Balance (Mil. $)
A-1-A                       299.00            161.00
A-1-B                        74.75             74.75
B                            18.75             18.75
C                            24.50             24.50
D                            25.00             25.00
E                            19.25             19.25
Coverage Tests, WAS (%)
Weighted average spread       3.33              3.18
A/B O/C                     123.54            134.02
C O/C                       116.28            122.25
D O/C                       109.70            112.20
E O/C                       105.13            105.52
A/B I/C                     585.70            721.57
C I/C                       496.53            557.01
D I/C                       392.96            396.48
E I/C                       301.46            277.96

O/C - Overcollateralization Test.
I/C - Interest Coverage Test.

          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

Lightpoint CLO VIII Ltd.

                   Rating       Rating
Class              To           From
A-1-A              AAA (sf)     AAA (sf)
A-1-B              AAA (sf)     AA+ (sf)/Watch Pos
B                  AA+ (sf)     AA (sf)/Watch Pos
C                  AA (sf)      A (sf)/Watch Pos
D                  BBB (sf)     BBB- (sf)/Watch Pos
E                  B+ (sf)      BB (sf)/Watch Pos


LONE STAR 2011-1: Fitch Affirms 'B' Ratings on Class F Certs
------------------------------------------------------------
Fitch Ratings has affirmed six classes of Lone Star Funds (LSTAR)
2011-1 commercial mortgage pass-through certificates. A detailed
list of rating actions follows at the end of this press release.

Key Rating Drivers

The rating affirmations reflect the performance of the underlying
collateral pool in line with expectations at issuance. The
attributes of this transaction, are materially different from
recent Fitch-rated conduit transactions. The loans had substantial
seasoning at issuance and are scheduled to amortize more rapidly
than newly originated loans. The collateral at issuance featured
high initial loan to values (LTV's) and low debt service coverage
ratios (DSCR). Additionally, several loans in the transaction had
a history of delinquency at issuance.
Fitch modeled losses of 15.5% of the remaining pool; expected
losses on the original pool balance total 9.6%. The pool has
experienced no realized losses to date. Fitch has designated 43
loans (42.6%) as Fitch Loans of Concern, which includes 12
specially serviced assets (15.5%).

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 38% to $223 million from
$359.5 million at issuance. No loans have defeased since issuance.
Interest shortfalls are currently affecting class G.

The top three contributors to Fitch expected losses are specially
serviced. The largest contributor to expected losses is a
multifamily property consisting of 148 units located in
Carmichael, CA (2.4% of the pool). The property is currently 45%
occupied. The loan was recently assumed and with the new sponsor,
performance is expected to improve over time. The loan will be
monitored by the special servicer for three months before
returning to master servicing.

The next largest contributor to expected losses is an 85,106
square foot (sf) shopping center (1.8%), anchored by Harvest Fare,
a free-standing retail building, and a bank pad site. The loan is
currently in foreclosure. The special servicer is evaluating
releasing, redevelopment and disposition strategies. The property
is 65% occupied as of January 2013.

The third largest contributor to expected losses is a multifamily
property consisting of 86 units located in Stockton, CA (1.9%).
The foreclosure auction occurred in October 2012 in which the
noteholder was the successful bidder and the asset is REO. The
special servicer strategy is to lease up the property to market
occupancy.

Rating Sensitivities

Ratings are expected to remain stable due to sufficient credit
enhancement as a result of scheduled amortization and paydown.

Fitch affirms these classes:

-- $81.9 million class A at 'AAAsf'; Outlook Stable;
-- $18 million class B at 'AAAsf'; Outlook Stable;
-- $28.3 million class C at 'Asf'; Outlook Stable;
-- $27.4 million class D at 'BBB-sf'; Outlook Stable;
-- $7.6 million class E at 'BBsf'; Outlook Stable;
-- $6.7 million class F at 'Bsf'; Outlook Stable.

Fitch does not rate the $53.02 million class G, the residual class
R or the interest only class X.


MARQUETTE US/EUROPEAN: S&P Cuts Rating on 2 Note Classes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1A, A-1B, A-2, B-1, and B-2 notes from Marquette US/European CLO
PLC.  At the same time, S&P lowered its ratings on the class E-1
and E-2 notes and affirmed our ratings on the class C-1, C-2, D-1,
and D-2 notes from the same transaction.

Marquette US/European CLO PLC is a multicurrency collateralized
loan obligation (CLO) transaction managed by Neuberger Berman Inc.
The portfolio primarily consists of senior secured leverage loans
denominated in U.S. dollars and euros.

The upgrades reflects the paydowns on the class A-1A and A-2 notes
since S&P's June 2011 rating actions.  The transaction is in its
amortization phase following the end of its reinvestment period in
July 2012.  This transaction has a pro rata sequential pay
feature, in which the class A-1A and A-1B notes receive payments
pro rata with the class A-2 notes.  Since the class A-1A and A-1B
notes are paid sequentially, class A-1A could be paid in full
before classes A-1B and A-2.

On April 15, 2013, class A-1A received $13.5 million in principal
paydowns and the class A-2 notes received EUR10.0 million in
principal paydowns.  After this most recent payment, the class A-
1A and A-2 outstanding balances were about 65% and 69% of the
original balances, respectively.

The downgrades reflect the increased exposure to foreign currency
rates.  According to the May 2013 trustee report, the portfolio
holds about $86 million U.S. dollar-denominated assets and about
EUR98 million euro-denominated assets.  The class A-1A, A-1B, B-1,
C-1, D-1, and E-1 notes are U.S. dollar-denominated, and have a
current total outstanding balance of about $104 million.  The
class A-2, B-2, C-2, D-2, and E-2 notes are euro-denominated and
have a current total outstanding balance of about EUR85 million.
The U.S. dollar-denominated assets prepaid faster than the euro-
denominated assets, which resulted in an imbalance between the
U.S. dollar-denominated assets and liabilities.  The transaction
would have to convert euro proceeds at spot rate to pay down the
U.S. dollar-denominated notes.

S&P also observed the portfolio's increased concentration risk.
Based on the May 2013 trustee report, the largest obligor
accounted for 2.67% of the pool, which breached the portfolio
profile test's largest obligor limitation of 2.5%.

The affirmations on the class C-1, C-2, D-1, and D-2 notes reflect
the available credit support at their current rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED
Marquette US/European CLO PLC
                Rating
Class     To           From
A-1A      AAA (sf)     AA+ (sf)
A-1B      AA+ (sf)     AA (sf)
A-2       AA+ (sf)     AA (sf)
B-1       AA (sf)      A+ (sf)
B-2       AA (sf)      A+ (sf)

RATINGS LOWERED
Marquette US/European CLO PLC
                Rating
Class     To           From
E-1       B- (sf)      B (sf)
E-2       B- (sf)      B (sf)

RATINGS AFFIRMED
Marquette US/European CLO PLC
Class     Rating
C-1       BBB+ (sf)
C-2       BBB+ (sf)
D-1       BB (sf)
D-2       BB (sf)


MERRILL LYNCH 2004-MKB1: Fitch Cuts Class L Certs. Rating to CCC
----------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed 11 classes
of Merrill Lynch Mortgage Trust (MLMT) 2004-MKB1 commercial
mortgage pass-through certificates.

Key Rating Drivers

The downgrades reflect an increase in expected losses across the
pool as well as on the one specially serviced loan. Fitch modeled
losses of 4.7% of the remaining pool; expected losses on the
original pool balance total 2.9%, including losses already
incurred. The pool has experienced $10.3 million (1.1% of the
original pool balance) in realized losses to date. Fitch has
designated seven loans (19.3% of the pool) as Fitch Loans of
Concern, which includes one specially serviced asset (2.2% of the
pool).

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 61.5% to $377.7 million from
$980 million at issuance. Per the servicer reporting, eight loans
(29.6% of the pool) are defeased. Interest shortfalls are
currently affecting classes P through Q.

The largest contributor to expected losses is the specially-
serviced loan (2.2% of the pool) secured by a 104,169 sf office
property located in Columbus, OH. The loan transferred to special
servicing in February 2012 due to imminent default. A receiver was
appointed in May 2012 and continues to work to lease and manage
the property. The loan is currently categorized as a foreclosure;
the special servicer has indicated that an REO sale is likely.
Occupancy and DSCR has declined in recent years down to 59% and
0.29x as of YE 2012 from the previous 85% and 1.21x as of YE 2011.
However, occupancy has rebounded slightly to 64% as of April 2013.

The second largest contributor to expected losses (1.6% of the
pool) is secured by a 70,630 sf office property located in
Portsmouth, NH, which is approximately 50 miles north of Boston,
MA. Occupancy has declined substantially from 85% at issuance to
40% as of YE 2012. The latest reported annual NOI DSCR was 0.37x
as of YE 2012. The property is marketed for lease through brokers
with recent interest shown and potential leases pending.

The third largest contributor to expected losses (1.4% of the
pool) is secured by a 244-unit apartment community located in
Arlington, TX (Dallas-Fort Worth MSA). Occupancy has declined from
88% at issuance to 67% as of YE 2012. The latest reported annual
NOI DSCR was 0.40x as of YE 2012. In an effort to remain
competitive in the market and retain occupancy, the borrower is
offering concessions.

Rating Sensitivity

The ratings of classes A-4 through H are expected to remain
stable. Classes J and K may be subject to further rating actions
should realized losses be greater than Fitch's expectations. The
distressed classes (those rated below 'B') are expected to be
subject to further downgrades as losses are realized.

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

-- $11 million class H to 'BBsf' from 'BBB-sf'; Outlook Stable;
-- $3.7 million class J to 'Bsf' from 'BB+sf'; Outlook to
    Negative from Stable;
-- $4.9 million class K to 'Bsf' from 'BBsf'; Outlook Negative;
-- $4.9 million class L to 'CCCsf' from 'Bsf'; RE 90%.

Fitch affirms the following classes:

-- $168.5 million class A-4 at 'AAAsf'; Outlook Stable;
-- $70 million class A-1A at 'AAAsf'; Outlook Stable;
-- $26.9 million class B at 'AAAsf'; Outlook Stable;
-- $11 million class C at 'AAAsf'; Outlook Stable;
-- $25.7 million class D at 'AAAsf'; Outlook Stable;
-- $11 million class E at 'AAsf'; Outlook Stable;
-- $13.5 million class F at 'Asf'; Outlook Stable;
-- $12.2 million class G at 'BBBsf'; Outlook Stable;
-- $4.9 million class M at 'CCCsf'; RE 0%;
-- $2.5 million class N at 'CCsf'; RE 0%;
-- $3.7 million class P at 'Csf'; RE 0%.

The class A-1, A-2 and A-3 certificates have paid in full. Fitch
does not rate the class Q certificates. Fitch previously withdrew
the ratings on the interest-only class XC and XP certificates.


MID-ATLANTIC MILITARY: S&P Lowers Rating on 2005 Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Mid-Atlantic Military Family Communities LLC's military
housing revenue bonds series 2005 class III bonds by five notches
to 'BB+ (sf)' from 'A (sf)'.  At the same time, Standard & Poor's
affirmed its 'AA (sf)' long-term rating and underlying rating
(SPUR) on the issuer's series 2005 class I-A and I-B (MBIA-
insured) military housing revenue bonds.  The long-term rating on
the class III issue remains at 'A (sf)' based on National Public
Finance Corp.-provided insurance.  The outlook is negative.

The rating action reflects Standard & Poor's view of:

   -- The sharp decline in debt service coverage (DSC), to 1.62x
      and 0.99x on the class I and class III bonds, respectively,
      based on fiscal 2012 audited financials; and

   -- The project's higher-than-projected annual expenses.

The weaknesses are partially offset, however, by Standard & Poor's
view of these strengths:

   -- The high military essentiality of the bases served by the
      project;

   -- The increase in average basic allowance for housing (BAH)
      across all bases covered by the project in 2013; and

   -- The completed construction for phases I and II of the
      project, and on-schedule construction for phases III and IV.

"The negative outlook reflects the uncertain impact of the
litigation, ongoing legal expenses, and insurance claims not yet
reimbursed by the insurance company.  Moreover, debt coverage is
down sharply, with DSC of less than 1x on the class III bonds,"
said Standard & Poor's credit analyst Renee Berson.  "If expenses
continue to increase without commensurate BAH increases leading to
a further debt coverage decline and in turn deteriorating the
issue's credit quality, we will lower the rating.  Conversely, if
the project expenses are reduced and high occupancy is maintained,
and given the rise in BAH for 2013, we could take positive rating
action."

The Mid-Atlantic Military Family Communities LLC project serves 10
military installations in Virginia and Maryland, with
approximately 43,000 military families assigned to them.


MORGAN STANLEY I: Moody's Cuts Rating on Cl. X-1 Notes to Caa2
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed two classes and downgraded one class of Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-TOP7 as follows:

Cl. H, Upgraded to Aaa (sf); previously on Oct 1, 2009 Downgraded
to Ba2 (sf)

Cl. J, Upgraded to Ba1 (sf); previously on Nov 18, 2010 Downgraded
to B3 (sf)

Cl. K, Affirmed Caa2 (sf); previously on Nov 18, 2010 Downgraded
to Caa2 (sf)

Cl. L, Affirmed C (sf); previously on Jun 28, 2012 Downgraded to C
(sf)

Cl. X-1, Downgraded to Caa2 (sf); previously on Jun 28, 2012
Downgraded to B3 (sf)

Ratings Rationale:

The upgrades of Classes H and J are due to increased credit
support from paydowns and amortization and overall stable pool
performance. The pool has paid down by 65% since Moody's prior
review.

The ratings of Classes K and L are consistent with 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.

The downgrade of the IO Class, Class X-1, is the 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.

Moody's rating action reflects a base expected loss of 6.3% of the
current balance compared to 7.9% at last review. Moody's base
expected plus realized losses now represents 2.2% of the original
pooled balance compared to 2.3% 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 and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

The 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 3 compared to 8 at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 28, 2012.

Deal Performance:

As of the June 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $24.8
million from $969.4 million at securitization. The Certificates
are collateralized by eight mortgage loans ranging in size from
less than 1% to 50% of the pool. One loan, representing 10% of the
pool, has defeased and is secured by U.S. Government securities.

One loan, representing 1% of the pool, is on the master servicer's
watchlist. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of its ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in a
realized loss of $19.7 million (28% loss severity on average).
There are no loans currently in special servicing.

Moody's has assumed a high default probability for one poorly
performing loan representing 21% of the pool and has estimated an
aggregate $1.3 million loss (25% expected loss based on a 50%
probability default) from this troubled loan.

Moody's was provided with full year 2011 and partial year 2012
financials for 100% of the pool, respectively. Excluding the
troubled loan, Moody's weighted average LTV is 45% compared to 59%
at Moody's last review. Moody's net cash flow reflects a weighted
average haircut of 6% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.8%.

Excluding the troubled loan, Moody's actual and stressed DSCRs are
1.90X and 2.46X, respectively, compared to 1.54X and 1.95X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three loans represent 77% of the pool. The largest loan is
the Summerlin Centerpointe Plaza Loan ($12.4 million -- 50% of the
pool), which is secured by a 144,819 square foot (SF) grocery
anchored retail center located in Las Vegas, Nevada. The center is
anchored by Albertson's (41% of the net rentable area (NRA); lease
expiration December 2026). Other tenants include CVS, H&R Block,
State Farm, GNC, Great Clips, Starbucks, Pizza Hut, and McDonalds.
The property was 97% leased as of March 2013 compared to 99% as of
December 2011. The loan is stable and benefitting from
amortization. Moody's LTV and stressed DSCR are 50% and 2.06X,
respectively, compared to 53% and 1.93X at last review.

The second largest loan is the Rancho Vistoso Shopping Center loan
($5.3 million -- 21% of the pool), which is secured by a retail
property located in Tucson, Arizona. The property was only 36%
leased as of December 2012 compared to 41% as of December 2011.
The loan was modified in 2011 and is interest only. Moody's has
identified this as a troubled loan because of its poor
performance. Moody's LTV and stressed DSCR are 225% and 0.46X,
respectively, compared to 126% and 0.82X at last review.

The third largest loan is the Greenback Storage Loan ($1.4 million
-- 5.7% of the pool), which is secured by a 809-unit self-storage
property located in Orangeville, California. The property was 81%
leased as of December 2012 compared to 85% as of December 2011.
Moody's LTV and stressed DSCR are 24% and 4.0X, respectively,
compared to 30% and 3.33X at last review.


MORGAN STANLEY 1999-CAM1: Fitch Affirms D Rating on Class N Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed all remaining classes of Morgan Stanley
Capital I Trust 1999-CAM1 (MS 1999-CAM1).

Key Rating Drivers

The affirmations were the result of the pool's stable performance
since Fitch's last rating action. The affirmations reflect the
increased credit enhancement due to amortization and loan pay offs
which offsets the significant concentration as only 23 loans
remain in the pool.

As of the June 2013 distribution date, the pool's certificate
balance has been reduced by 96.5% to $28.0 million from $806.5
million. There are no specially serviced loans in the pool.
Interest shortfalls totaling $0.6 million are currently affecting
classes M and N.

The largest loan in the pool (16%) is collateralized by a shopping
center in St. Peters, MO, northwest of St. Louis. Major tenants
include Bed Bath & Beyond, Big Lots and The Tile Shop. The
property is located close to the Mid Rivers Mall. The loan has
been on the master servicer's watchlist due to low DSCR. The loan
is scheduled to mature in September 2013, however the borrower has
not responded to inquiries on whether they will pay off the loan.

Approximately half of the remaining loans consist of fully
amortizing credit tenant leases on retail properties. These loans'
maturity dates are in 2014 through 2018.

Rating Sensitivities

Classes H through L have stable rating outlooks as no rating
actions are expected. Significant principal losses are not
expected. Class M could be downgraded if expected losses increase.

Fitch affirms the classes as follows:

-- $1.0 million class H at 'AAAsf'; Outlook Stable;
-- $6.0 million class J at 'Asf'; Outlook Stable;
-- $8.0 million class K at 'BBBf'; Outlook Stable;
-- $6.0 million class L at 'BB-sf'; Outlook Stable;
-- $6.0 million class M at 'CCsf'; RE: 90%;
-- $0.7 million class N at 'Dsf'; RE: 0%.

Classes A-1 through G have paid in full. Fitch does not rate class
O.

Fitch had previously withdrawn the rating of the interest-only
class X.


MORGAN STANLEY 2007-IQ15: S&P Lowers Rating on Class D Certs to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
from 'CCC (sf)'on the class D certificates from Morgan Stanley
Capital I Trust 2007-IQ15, a U.S. commercial mortgage-backed
securities (CMBS) transaction.

S&P lowered its rating to 'D (sf)' on the class D certificate due
to principal losses from the liquidation of one asset with an
aggregate trust principal balance of $10.2 million that was with
the special servicer, C-III Asset Management LLC.  The asset,
Summit Medical Center, was a 49,925 sq.-ft. office property
located in Hudson, Fla.  According to the June 13, 2013,
remittance report, the trust experienced $9.8 million in principal
losses upon the recent disposition of this asset.  The class E
bond, which S&P previously had lowered to 'D (sf)', experienced a
loss of 100% of its beginning principal balance.  The class D
certificate experienced a loss of 21.8% of its beginning principal
balance.


MORGAN STANLEY 2013-C10: Moody's Rates Class F Secs '(P)Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
sixteen classes of CMBS securities, issued by Morgan Stanley Bank
of America Merrill Lynch Trust 2013-C10 Commercial Mortgage Pass-
Through Certificates.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

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

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-3FL, Assigned (P)Aaa (sf)

Cl. A-3FX, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

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

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

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

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

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

Cl. E, Assigned (P)Ba2 (sf)

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

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

Cl. X-B, Assigned (P)A3 (sf)

Ratings Rationale:

The Certificates are collateralized by 75 fixed rate loans secured
by 87 properties. The ratings are based on the collateral and the
structure of the transaction.

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

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

The Moody's Actual DSCR of 1.67X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.01X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 107.4% is lower than the 2007
conduit/fusion transaction average of 110.6%. The LTV ratio
excludes the Milford Plaza Fee Loan (7.4% of balance). Milford
Plaza Fee Loan is assigned a credit assessment of Baa3 despite
having a Moody's LTV ratio of 127.0%that reflects only the value
of the land collateral. To arrive at a Baa3 assessment, Moody's
considered the value of the non-collateral improvements that the
leased fee interest underlies when assessing the risk of the loan,
as the subject loan is senior to any debt on the improvements. The
loan is further enhanced by an ARD structure, which is a built-in
refinancing mechanism that allows for the loan to hyper-amortize
(without defaulting) if financing is not available at loan
maturity. Loans that are credit assessed Baa3 typically have a
Moody's LTV ratio near 67%. If the loan's leverage wasn't
disassociated with the loan's credit quality, the total pool LTV
ratio would be closer to 103%. Moody's excludes the loan from pool
statistics given the dislocation created between pool
leverage/coverage and pool credit quality if included.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 25.
The transaction's loan level diversity is similar to Herfindahl
scores found in most multi-borrower transactions issued since
2009. With respect to property level diversity, the pool's
property level Herfindahl Index is 27. The transaction's property
diversity profile is similar to the indices calculated in most
multi-borrower transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.33, which is higher
than the indices calculated in most multi-borrower transactions
since 2009.

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

In terms of waterfall structure, the transaction contains a unique
group of exchangeable certificates. Classes A-S ((P) Aaa (sf)), B
((P) Aa3 (sf)) and C ((P) A3 (sf)) may be exchanged for Class PST
( (P) A2 (sf)) certificates and Class PST may be exchanged for the
Classes A-S, B and C. The PST certificates will be entitled to
receive the sum of interest distributable on the Classes A-S, B
and C certificates that are exchanged for such PST certificates.
The initial certificate balance of the Class PST certificates is
equal to the aggregate of the initial certificate balances of the
Class A-S, B and C and represent the maximum certificate balance
of the PST certificates that may be issued in an exchange.

Moody's considers the probability of certificate default as well
as the estimated severity of loss when assigning a rating. As a
thick vertical tranche, Class PST has the default characteristics
of the lowest rated component certificate ((P) A3 (sf)), but a
very high estimated recovery rate if a default occurs given the
certificate's thickness. The higher estimated recovery rate
resulted in a (P) A2 (sf) rating, a rating higher than the lowest
provisionally rated component certificate.

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 Cl. X-A and Cl. X-B was "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.0 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, and 23%, the model-indicated rating for the currently
rated junior (P) Aaa (sf) class would be (P) Aa1 (sf) , (P) Aa2
(sf), (P) A1 (sf), respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.


MORTGAGEIT TRUST 2005-5: Moody's Keeps B1, Caa3 Ratings on Notes
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of two
tranches backed by Alt-A loans, issued by MortgageIT Trust 2005-5.

Complete rating actions are as follows:

Issuer: MortgageIT Trust 2005-5, Mortgage-Backed Notes, Series
2005-5

Cl. A-1, Confirmed at B1 (sf); previously on May 14, 2013 B1 (sf)
Placed Under Review Direction Uncertain

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

Ratings Rationale:

This rating action concludes the review of Class A-1 and Class A-2
from MortgageIT Trust 2005-5 announced in May 2013 relating to the
existence of an error in the Structured Finance Workstation (SFW)
cash flow model used in rating the transaction. The rating action
also reflects recent performance of the underlying pool and
Moody's updated expected losses on the pool.

The Pooling and Servicing Agreement (PSA) for this transaction
provides that all collected principal and interest is commingled
into one payment waterfall to pay all promised interest due on
bonds first, then to pay scheduled principal from the remaining
funds. Per the PSA, the bond coupons are also capped by the
available funds rate as defined in the PSA. The cash flow model
used in previous rating actions, however, mistakenly applied
separate interest and principal waterfalls, and overestimated
excess spread between the collateral and the liabilities because
of an error in the capping mechanism. The cash flow model has been
corrected, and Moody's has confirmed the ratings of these
tranches.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

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.


MT. WILSON II: Moody's Affirms 'Ba1' Rating on $32MM Notes
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Mt. Wilson CLO II, Ltd.:

$60,000,000 Class A-2 Floating Rate Notes Due July 11, 2020,
Upgraded to Aaa (sf); previously on September 8, 2011 Upgraded to
Aa1 (sf);

$18,000,000 Class B Floating Rate Notes Due July 11, 2020,
Upgraded to Aa1 (sf); previously on September 8, 2011 Upgraded to
Aa2 (sf);

$24,000,000 Class C Floating Rate Deferrable Notes Due July 11,
2020, Upgraded to A2 (sf); previously on September 8, 2011
Upgraded to A3 (sf).

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

$238,000,000 Class A-1 Floating Rate Notes Due July 11, 2020,
Affirmed Aaa (sf); previously on July 26, 2007 Assigned Aaa (sf);

$32,000,000 Class D Floating Rate Deferrable Notes Due July 11,
2020, Affirmed Ba1 (sf); previously on September 8, 2011 Upgraded
to Ba1 (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 a higher weighted average spread ("WAS") compared to
the level 12 months ago. Based on the May 2013 trustee report, the
WAS is 3.76% compared to 3.55% in May 2012. Moody's also notes
that the transaction's reported collateral quality and
overcollateralization ratio are stable over the last 12 months.

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 $12 million, a
weighted average default probability of 21.19% (implying a WARF of
2776), a weighted average recovery rate upon default of 49.51%,
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.

Mt. Wilson CLO II, Ltd., issued in July 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's 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% (2221)

Class A-1: 0

Class A-2: 0

Class B: +1

Class C: +3

Class D: +3

Moody's Adjusted WARF + 20% (3331)

Class A-1: 0

Class A-2: -1

Class B: -2

Class C: -2

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.

3) Sensitivity to default timing scenarios: The junior and
mezzanine notes of this CLO structure rely significantly on excess
interest for additional credit enhancement. However, the
availability of such credit enhancement from excess interest is
subject to uncertainties relating to the timing and the amount of
defaults. Moody's modeled additional scenarios using concentrated
default timing profiles to assess the sensitivity of the notes'
ratings to volatility in the amount of excess interest available
after defaults.


N-STAR REAL I: Moody's Takes Action on Five Note Classes
--------------------------------------------------------
Moody's has affirmed the ratings of two classes and downgraded the
ratings of three classes of Notes issued by N-Star Real Estate CDO
I, Ltd. The downgrades are due to deterioration in the credit
quality of the underlying portfolio as evidenced by an increase in
the weighted average rating factor (WARF) and a decrease in the
weighted average recovery rate (WARR). 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 (CRE CDO and Re-Remic)
transactions.

Moody's rating action is as follows:

$45,000,000 Class A-2A Floating Rate Senior Notes due 2038,
Affirmed Aa2 (sf); previously on Jun 27, 2012 Upgraded to Aa2 (sf)

$15,000,000 Class A-2B Fixed Rate Senior Notes due 2038, Affirmed
Aa2 (sf); previously on Jun 27, 2012 Upgraded to Aa2 (sf)

$10,000,000 Class B-2 Floating Rate Senior Notes due 2038,
Downgraded to Baa1 (sf); previously on Aug 10, 2011 Downgraded to
A3 (sf)

$5,000,000 Class C-1A Floating Rate Subordinate Notes due 2038,
Downgraded to Ba3 (sf); previously on Apr 2, 2009 Confirmed at
Baa3 (sf)

$5,000,000 Class C-1B Fixed Rate Subordinate Notes due 2038,
Downgraded to Ba3 (sf); previously on Apr 2, 2009 Confirmed at
Baa3 (sf)

Ratings Rationale:

N-Star Real Estate CDO I, Ltd. is a static cash transaction backed
by a portfolio of commercial mortgage backed securities (CMBS)
(69.0%), CRE CDOs (22.0%), and real estate investment trust debt
(REIT) (9.0%).As of the May 21, 2013 Trustee report, the aggregate
Note balance of the transaction has decreased to $105.4 million
from $402.0 million at issuance, with the paydown directed to the
various class A notes, due to a combination of regular
amortization, recoveries from defaulted collateral, and principal
proceeds resulting from the failure of certain par value and
interest coverage tests.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit assessments for the non-
Moody's rated collateral. The bottom-dollar WARF is a measure of
the default probability within a collateral pool. Moody's modeled
a bottom-dollar WARF of 4,890 compared to 2,425 at last review.
The distribution of current ratings and credit assessments is as
follows: Aaa-Aa3 (9.4% compared to 11.9% at last review), A1-A3
(8.9% compared to 18.4%), Baa1-Baa3 (19.2% compared to 20.9%),
Ba1-Ba3 (0.1% compared to 24.4%), B1-B3 (15.2% compared to 1.6%),
and Caa1-C (47.2% compared to 22.8%).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 1.6, same as last
review. The current WAL is based on assumptions about extensions
on the underlying collateral.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 12.3%
WARR compared to 24.4% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 11.6%, compared to 3.8% at last review.

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

The cash flow model, CDOEdge v3.2.1.2, released 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
12.3% to 2.3% or up to 22.3% would result in a modeled rating
movement on the rated tranches 0 to 3 notches downward and 0 to 4
notches upward, respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery in the commercial real estate property markets.
Commercial real estate property values are continuing to move in a
modestly positive direction along with a rise in investment
activity and stabilization in core property type performance.
Limited new construction and moderate job growth have aided this
improvement. However, a consistent upward trend will not be
evident until the volume of investment activity steadily increases
for a significant period, non-performing properties are cleared
from the pipeline, and fears of a Euro area recession are abated.

The hotel sector continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
Across all property sectors, the availability of debt capital
continues to improve with robust securitization activity of
commercial real estate loans supported by a monetary policy of low
interest rates.

Moody's central global macroeconomic outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even deeper than currently
expected recession in the euro area, accompanied by deeper credit
contraction, potentially triggered by a further intensification of
the sovereign debt crisis; ii) slower-than-expected recovery in
major emerging markets following the recent slowdown; and iii) an
escalation of geopolitical tensions, resulting in adverse economic
developments.

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


N-STAR VI: Fitch Affirms 'CCC' Ratings on 7 Cert. Classes
---------------------------------------------------------
Fitch Ratings has affirmed all classes of N-Star REL CDO VI,
Ltd./LLC (N-Star VI) reflecting Fitch's base case loss expectation
of 54.4%, an increase from 44.8% at Fitch's last rating action.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.

Key Rating Drivers

Since the last rating action, principal paydowns to classes A-1
and A-R were $33.2 million. Three loans were repaid in full and no
losses were realized. As of the June 2013 trustee report, all
overcollateralization and interest coverage tests were in
compliance.

The collateralized debt obligation (CDO) collateral comprises of
commercial real estate loans (CREL) and rated securities. The CREL
collateral consists of both senior debt (35.5%) and subordinate
debt (37.6%) positions and the rated securities collateral
consists of CRE CDOs and commercial-mortgage backed securities
(CMBS). As of the June 2013 trustee report and per Fitch
categorization, the CDO was substantially invested as follows:
whole loans/A-notes (35.5%), B-notes (20.5%), CRE CDOs (10.9%),
preferred equity (10%), commercial-mortgage backed securities
(CMBS: 8%), principal cash (8%), and CRE mezzanine debt (7.1%).
The combined percentage of defaulted assets and assets of concern
has increased to 29.5% from 15.8% at the last rating action. The
weighted average Fitch-derived rating of the rated securities has
remained at 'B-/CCC+' since the last rating action.

Under Fitch's methodology, approximately 80.1% 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 5% from, generally, year-end 2012 or trailing 12-month
first quarter 2013. Modeled recoveries are average at 32%.

The largest component of Fitch's base case loss expectation is the
modeled loss on the rated securities collateral (18.9% of the
pool).

The next largest component of Fitch's base case loss expectation
is a mezzanine loan (6.6%) secured by an interest in a 400-unit
multifamily property located in Ventura, CA. The asset manager is
monitoring the property's performance and the market. The property
previously had approximately 20% of the total units encumbered by
a 20-year below market rate affordability restriction, which
expired in January 2007. Fitch modeled a full loss on this highly
leveraged position.

The third largest component of Fitch's base case loss expectation
is a mezzanine loan (6.6%) secured by an interest in a 1,504-key
hotel property located in Las Vegas, NV. Fitch modeled a full loss
on this highly leveraged position.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio 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 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 rated
securities portion 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 default 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-1, A-R,
and A-2 are generally consistent with the ratings assigned below.

The 'CCCsf' ratings for classes B through H are based upon a
deterministic analysis that considers Fitch's base case loss
expectation for the pool and the current percentage of defaulted
assets and assets of concern, factoring in anticipated recoveries
relative to each class' credit enhancement.

Rating Sensitivities

The Rating Outlooks on classes A-1, A-R, and A-2 were revised to
Negative from Stable to reflect the overall increase in Fitch's
loss expectation for the pool since the last rating action. In
addition, the Negative Outlooks also reflect the potential for
future downgrades if there is deterioration of loan performance or
if the ratings of the underlying rated securities migrate
downward. The junior classes are subject to downgrade as losses
are realized or if realized losses exceed Fitch's expectations.

N-Star VI was initially issued as a $450 million CRE CDO managed
by NS Advisors, LLC. The transaction had a five-year reinvestment
period during which principal proceeds may be used to invest in
substitute collateral that ended in June 2011. In November 2009,
$8 million of notes were surrendered to the trustee for
cancellation.

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

-- $139.9 million A-1 at 'BBsf'; Outlook to Negative from Stable;
-- $56 million class A-R at 'BBsf'; Outlook to Negative from
   Stable;
-- $27.2 million class A-2 at 'Bsf'; Outlook Negative;
-- $21.8 million class B at 'CCCsf'; RE 0%;
-- $11.8 million class C at 'CCCsf'; RE 0%;
-- $10 million class D at 'CCCsf'; RE 0%;
-- $10.1 million class E at 'CCCsf'; RE 0%;
-- $7.7 million class F at 'CCCsf'; RE 0%;
-- $6.9 million class G at 'CCCsf'; RE 0%;
-- $6.1 million class H at 'CCCsf'; RE 0%.


N-STAR VIII: Fitch Affirms 'CCC' Ratings on 8 Cert. Classes
-----------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed nine classes
of N-Star REL CDO VIII, Ltd./LLC (N-Star VIII) reflecting Fitch's
base case loss expectation of 49.1%, an increase from 47.4% at
Fitch's last rating action. Fitch's performance expectation
incorporates prospective views regarding commercial real estate
market value and cash flow declines.

Key Rating Drivers

The downgrades reflect an increase in the overall loss
expectations for the pool due to higher modeled losses on several
of the commercial real estate (CRE) loans that are subordinate
debt positions and secured by non-traditional property types. The
downgrade also reflects the lack of forward progress on several
exposures in the pool including the largest loan (11.6%), which is
a secured by the construction of a 1.9 million square foot
entertainment and retail complex located in Meadowlands, NJ.
Furthermore, the combined percentage of defaulted assets and
assets of concern has increased to 54.5% from 42.5% at the last
rating action and the rated securities portion of the collateral
has also deteriorated in credit quality.

The collateral pool comprises a high percentage of subordinate
debt positions (totaling 35.4% of the pool) and non-traditional
property types, including loans secured by construction (11.6%),
hotels (10.5%), healthcare (9.2%), and undeveloped land (8.4%).
These assets generally exhibit a greater volatility in their
valuations and their property performance. The weighted average
Fitch-derived rating of the rated securities has declined to 'CCC-
' from 'CCC+/CCC' at the last rating action due to lower Fitch-
derived ratings of the underlying bonds.

Since the last rating action, principal paydowns to classes A-1
and A-R were $21.5 million. One asset was sold at a discount to
par with realized losses of approximately $2 million. As of the
June 2013 trustee report, all overcollateralization and interest
coverage tests were in compliance.

As of the June 2013 trustee report and per Fitch categorization,
the collateralized debt obligation (CDO) was substantially
invested as follows: whole loans/A-notes (54.2%), CRE mezzanine
debt (24.9%), preferred equity (8%), CRE CDOs (6.9%), B-notes
(2.6%), commercial-mortgage backed securities (CMBS: 2.6%), and
principal cash (0.8%).

Under Fitch's methodology, approximately 89.9% 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 5.2% from, generally, year-end 2012 or trailing 12-
month first quarter 2013. Modeled recoveries are average at 47%.

The largest component of Fitch's base case loss expectation is the
modeled loss on the rated securities collateral (9.6% of the
pool).

The next largest component of Fitch's base case loss expectation
is a mezzanine loan (6.5%) secured by an interest in a 2.2 million
square foot office complex located in Chicago. The largest tenant
vacated approximately 22% of the net rentable area (NRA) upon its
November 2012 lease expiration. In addition, another tenant, which
occupies 17% of the NRA, has already provided notice that it will
vacate upon its May 2014 lease expiration. A loan modification was
recently executed which modified the senior loan into an A and a B
note. Fitch modeled a full loss on this mezzanine loan under the
base case stress scenario.

The third largest component of Fitch's base case loss expectation
is a mezzanine loan (4.3%) secured by an interest in a portfolio
of 11 retail properties located in Phoenix, AZ. Fitch modeled a
term default with a full loss under its base case scenario due to
the loan's high leverage under Fitch's base case stress scenario.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio tests to project future default levels
for the underlying portfolio. Recoveries are based on stressed
cash flows and Fitch's long-term capitalization rates. The default
levels were then compared to the breakeven levels generated by
Fitch's cash flow model of the CDO under the various default
timing and interest rate stress scenarios, as described in the
report 'Global Criteria for Cash Flow Analysis in CDOs'. The
breakeven rates for classes A-1, A-R, A-2, and B are generally
consistent with the ratings assigned below.

The ratings for classes C through N are based upon a deterministic
analysis that considers Fitch's base case loss expectation for the
pool and the current percentage of defaulted assets and assets of
concern, factoring in anticipated recoveries relative to each
class' credit enhancement.

Rating Sensitivities

The Negative Outlooks on classes A-1, A-R, A-2, and B reflect the
potential for future downgrades if there is continued
deterioration of loan performance or if the ratings of the
underlying rated securities migrate downward. The junior classes
are subject to downgrade as losses are realized or if realized
losses exceed Fitch's expectations.

N-Star VIII was initially issued as a $900 million CRE CDO managed
by NS Advisors, LLC. The transaction had a five-year reinvestment
period during which principal proceeds may be used to invest in
substitute collateral which ended in February 2012. In November
2009, $31.1 million of notes were surrendered to the trustee for
cancellation.

Fitch has downgraded the following classes as indicated:

-- $92.8 million class A-1 to 'BBsf' from 'BBBsf'; Outlook
    Negative;

-- $241.3 million class A-R to 'BBsf' from 'BBBsf'; Outlook
    Negative;

-- $103.1 million class A-2 to 'Bsf' from 'BBsf'; Outlook
    Negative;

-- $22.1 million class L to 'CCsf' from 'CCCsf'; RE 0%;

-- $14.9 million class M to 'CCsf' from 'CCCsf'; RE 0%;

-- $22.5 million class N to 'CCsf' from 'CCCsf'; RE 0%.

In addition, Fitch has affirmed the following classes:

-- $60.3 million class B at 'Bsf'; Outlook Negative;
-- $24.3 million class C at 'CCCsf'; RE 0%;
-- $17.1 million class D at 'CCCsf'; RE 0%;
-- $22.1 million class E at 'CCCsf'; RE 0%;
-- $25.2 million class F at 'CCCsf'; RE 0%;
-- $9.1 million class G at 'CCCsf'; RE 0%;
-- $20.7 million class H at 'CCCsf'; RE 0%;
-- $12 million class J at 'CCCsf'; RE 0%;
-- $18.9 million class K at 'CCCsf'; RE 0%;


NEUBERGER BERMAN XIII: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Neuberger Berman CLO XIII Ltd.'s $374.3 million floating-rate
notes following the transaction's effective date as of Feb. 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 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 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

Neuberger Berman CLO XIII Ltd.

Class                   Rating                 Amount
                                              (mil. $)
A                       AAA (sf)                253.4
B                       AA (sf)                  53.6
C                       A (sf)                   24.5
D                       BBB (sf)                 15.3
E                       BB (sf)                  20.1
F                       B+ (sf)                   7.4


NORTHWOODS CAPITAL V: Moody's Hikes Rating on 2 Notes From Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Northwoods Capital V, Ltd.:

$31,500,000 Class A-2 Senior Secured Floating Rate Notes Due
December 7, 2020, Upgraded to Aaa (sf); previously on September
14, 2012 Upgraded to Aa2 (sf)

$38,850,000 Class B Senior Secured Deferrable Floating Rate Notes
Due December 7, 2020, Upgraded to Aa3 (sf); previously on
September 14, 2012 Upgraded to A3 (sf)

$24,300,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes Due December 7, 2020, Upgraded to Baa2 (sf); previously on
September 14, 2012 Upgraded to Ba1 (sf)

$20,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes Due December 7, 2020, Upgraded to Baa2 (sf); previously on
September 14, 2012 Upgraded to Ba1 (sf)

$12,800,000 Type I Composite Obligations Due December 7, 2020
(current rated balance of $6,374,042.80), Upgraded to Aa1 (sf);
previously on September 14, 2012 Upgraded to A1 (sf)

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

$251,750,000 Class A-1a Senior Secured Floating Rate Notes Due
2020 (current outstanding balance of $182,621,830), Affirmed Aaa
(sf); previously on September 14, 2012 Upgraded to Aaa (sf)

$100,000,000 Class A-1b Senior Secured Floating Rate Notes Due
2020 (current outstanding balance of $72,540,945), Affirmed Aaa
(sf); previously on September 14, 2012 Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2012. Moody's notes that the Class
A-1 Notes have been paid down by approximately 27.5% or $96.59
million since the last rating action. Based on Moody's
calculations, the Class A, B, and C overcollateralization ratios
have improved to 152.84%, 134.60%, and 118.48% respectively,
versus September 2012 levels of 137.97%, 125.27%, and 113.37%
respectively.

Moody's also notes that the deal has benefited from an improvement
in the credit quality and an increase in the weighted average
recovery rate (WARR) of the underlying portfolio since the last
rating action in September 2012. Based on Moody's calculations,
the weighted average rating factor of the portfolio improved to
3092 from 3250 in September 2012. The WARR also increased to
49.23% from 47.34% over the same 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 $438 million, no defaulted par, a weighted
average default probability of 21.71% (implying a WARF of 3092), a
weighted average recovery rate upon default of 49.23%, and a
diversity score of 35. The default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed. The default probability is
derived from the credit quality of the collateral pool and Moody's
expectation of the remaining life of the collateral pool. The
average recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

Northwoods Capital V, Ltd., issued in December 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 Type I Composite
Obligations 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% (2474)

Class A1a: 0
Class A1b: 0
Class A2: 0
Class B: +2
Class C1: +2
Class C2: +2
Type I Combo: 0

Moody's Adjusted WARF + 20% (3710)

Class A1a: 0
Class A1b: 0
Class A2: -1
Class B: -2
Class C1: -2
Class C2: -2
Type I Combo: -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.


NOVASTAR MORTGAGE 2003-4: Moody's Rates Class M-2 Secs. 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and upgraded the ratings of four tranches from NovaStar
Mortgage Funding Trust, Series 2003-4, backed by Subprime mortgage
loans.

Complete rating actions are as follows:

Issuer: NovaStar Mortgage Funding Trust, Series 2003-4

Cl. A-1, Upgraded to A3 (sf); previously on Mar 10, 2011
Downgraded to Baa1 (sf)

Cl. A-2B, Downgraded to A1 (sf); previously on Mar 10, 2011
Downgraded to Aa2 (sf)

Cl. A-2C, Downgraded to A1 (sf); previously on Mar 10, 2011
Downgraded to Aa2 (sf)

Cl. A-3, Upgraded to Baa1 (sf); previously on Mar 10, 2011
Downgraded to Baa2 (sf)

Cl. M-1, Upgraded to Ba3 (sf); previously on Jun 8, 2012 Upgraded
to B3 (sf)

Cl. M-2, Upgraded to Caa2 (sf); previously on Mar 10, 2011
Downgraded to Ca (sf)

Ratings Rationale:

The rating actions reflect corrections in the Structured Finance
Workstation (SFW) cash flow model used by Moody's in rating this
transaction. In prior rating actions, the cash flow model
underestimated the excess spread available to the deal and
incorrectly modeled cross-collateralization benefit. The errors
have now been corrected, and these rating actions reflect that
change. The rating actions also reflect recent performance of the
underlying pools and Moody's updated expected losses on the pools.

The methodologies used in these ratings were "US RMBS Surveillance
Methodology" published in June 2013.

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 2013.
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.


OCTAGON INVESTMENT V: S&P Raises Rating on Class D Notes to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C-1, C-2, and D notes from Octagon Investment
Partners V Ltd., a U.S. collateralized loan obligation (CLO)
transaction managed by Octagon Credit Investors LLC.
Additionally, S&P removed its ratings on the class A-1, A-2, and B
notes from CreditWatch with positive implications.

The upgrades mainly reflect paydowns to the class A-1 and A-2
notes and a subsequent increase in the overcollateralization (O/C)
available to support the notes since S&P's last rating actions in
February 2012.  Since then, the transaction has paid down the
class A-1 and A-2 notes by approximately $136.76 million and
$4.33 million, respectively.  These paydowns have left the class
A-1 and A-2 notes at 40.28% of their original balances, after
accounting for the May 28, 2013 distribution date.  S&P expects
the class A-1 and A-2 notes to continue paying down, as the
transaction exited its reinvestment period in February 2012.

The upgrades also reflect an improvement in the O/C available to
support the notes, primarily due to the aforementioned paydowns.
The trustee reported the following O/C ratios in the May 2013
monthly report:

   -- The senior class A O/C ratio was 138.4%, compared with a
      reported ratio of 124.2% in January 2012;

   -- The class B O/C ratio was 121.4%, compared with a reported
      ratio of 114.0% in January 2012;

   -- The class C O/C ratio was 111.7%, compared with a reported
      ratio of 107.8% in January 2012; and

   -- The class D O/C ratio was 109.0%, compared with a reported
      ratio of 106.0% in January 2012.

The transaction also has no defaulted assets at this time; this
value is the same as at the time of our last rating action.

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 AND CREDITWATCH ACTIONS

Octagon Investment Partners V, Ltd.
                   Rating
Class        To           From
A-1          AAA (sf)     AA (sf)/Watch Pos
A-2          AAA (sf)     AA (sf)/Watch Pos
B            AA (sf)      A- (sf)/Watch Pos
C-1          BBB (sf)     BB+ (sf)
C-2          BBB (sf)     BB+ (sf)
D            BB+ (sf)     BB (sf)

TRANSACTION INFORMATION
Issuer:             Octagon Investment Partners V Ltd.
Co-issuer:          Octagon Investment Partners V Corp.
Collateral manager: Octagon Credit Investors LLC
Underwriter:        JPMorgan Securities PLC
Trustee:            U.S. Bank N.A.
Transaction type:   Cash flow CDO

CDO - Collateralized debt obligation.


ONE MULTI-ASSET: Fitch Affirms 'BB' Rating on Class 2002-1D Trust
-----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Capital One Multi-asset
Execution Trust and Rating Outlooks as follows:

-- 2004-1A at 'AAAsf; Outlook Stable;
-- 2004-4A at 'AAAsf'; Outlook Stable;
-- 2005-9A at 'AAAsf'; Outlook Stable;
-- 2006-3A at 'AAAsf'; Outlook Stable;
-- 2006-11A at 'AAAsf'; Outlook Stable;
-- 2006-12A at 'AAAsf'; Outlook Stable;
-- 2007-1A at 'AAAsf'; Outlook Stable;
-- 2007-2A at 'AAAsf'; Outlook Stable;
-- 2007-A (A) at 'AAAsf'; Outlook Stable;
-- 2007-5A at 'AAAsf'; Outlook Stable;
-- 2007-7A at 'AAAsf'; Outlook Stable;
-- 2013-1A at 'AAAsf'; Outlook Stable;
-- 2013-2A at 'AAAsf'; Outlook Stable;
-- 2004-3B at 'Asf'; Outlook Stable;
-- 2004-7B at 'Asf'; Outlook Stable;
-- 2004-7 Currency Swap at 'Asf'; Outlook Stable;
-- 2005-1B at 'Asf'; Outlook Stable;
-- 2005-3B at 'Asf'; Outlook Stable
-- 2006-1B at 'Asf'; Outlook Stable;
-- 2007-1B at 'Asf'; Outlook Stable;
-- 2009-C (B) at 'Asf'; Outlook Stable;
-- 2003-3C at 'BBBsf'; Outlook Stable;
-- 2004-2C at 'BBBsf'; Outlook Stable;
-- 2004-3C at 'BBBsf'; Outlook Stable;
-- 2007-1C at 'BBBsf'; Outlook Stable;
-- 2009-A (C) at 'BBBsf'; Outlook Stable;
-- 2002-1D at 'BBsf'; Outlook Stable.

Key Rating Drivers:

The affirmations are based on continued positive trust
performance. The current 12-month average gross yield is 22.91% as
of the May 2013 reporting period, slightly higher than the 12-
month average of 22.62% at the May 2012 reporting period.

Monthly payment rate (MPR), a measure of how quickly consumers are
paying off their credit card debts, has improved over the past
year. Currently, the 12-month average is 24.15%, higher than the
12-month average of 22.99% the previous year.

Gross charge-offs have experienced a slight decline over the past
year. As of the May 2013 reporting period the 12-month average is
5.36%, compared to 6.03% as of the May 2012 reporting period.
Twelve-month averages for 60+ day delinquencies also declined to
2.17% from 2.35% over the same period.

Fitch runs cash flow breakeven analysis by applying stress
scenarios to 3-, 6-, and 12-month performance averages to evaluate
the breakeven loss multiples at different rating levels. The
performance variables that Fitch stresses are the gross yield,
MPR, gross charge-off, and purchase rates. Fitch's analysis
included a comparison of observed performance trends over the past
few months to Fitch's base case expectations for each outstanding
rating category. As part of its ongoing surveillance efforts,
Fitch will continue to monitor the performance of these trusts.
For further information, please review the U.S. Credit Card ABS
Issuance updates published on a monthly basis, available at
www.fitchratings.com.

The affirmations are based on the performance of the trusts in
line with expectations. The Stable Outlook indicates that Fitch
expects the ratings will remain stable for the next one to two
years.

Rating Sensitivities:

Fitch models three different scenarios when evaluating the rating
sensitivity compared to expected performance for credit card
asset-backed securities transactions: 1) increased defaults; 2) a
reduction in purchase rate, and 3) a combination stress of higher
defaults and lower MPR.

Increasing defaults alone has the least impact on rating migration
even in the most severe scenario of a 75% increase in defaults.
The rating sensitivity to a reduction in purchase rate is slightly
more pronounced with a moderate stress of a 75% reduction, leading
to a possible downgrade on the class A notes. The harshest
scenario assumes both stresses to defaults and MPR to occur
simultaneously. The ratings would only be downgraded under the
severe stress of a 75% increase in defaults and 35% reduction in
MPR. To date, the transactions have exhibited strong performance
with all performance metrics within Fitch's initial expectations.
For further discussion of sensitivity analysis, please see the new
issue report related to one of the transactions listed above.


OPTEUM MORTGAGE 2006-1: Moody's Cuts Ratings on 3 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches backed by Alt-A loans, issued by Opteum Mortgage
Acceptance Corporation 2006-1 and upgraded the rating of one
tranche issued by Opteum Mortgage Acceptance Corporation 2005-4.

Complete rating actions are as follows:

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2005-4

Cl. I-A1B, Upgraded to A3 (sf); previously on Aug 30, 2012
Upgraded to Baa2 (sf)

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2006-1

Cl. II-APT, Downgraded to Caa1 (sf); previously on Oct 15, 2010
Upgraded to Ba3 (sf)

Cl. II-A1, Downgraded to B1 (sf); previously on Aug 30, 2012
Confirmed at Baa1 (sf)

Cl. II-A2, Downgraded to Caa3 (sf); previously on Aug 30, 2012
Confirmed at B1 (sf)

Ratings Rationale:

The actions are primarily a result of the recent performance of
the underlying pools and reflect Moody's updated loss expectations
on the pools. The downgrades are a result of deteriorating
performance and/or structural features resulting in higher
expected losses for the bonds than previously anticipated. The
upgrades are a result of improving performance of the related
pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations.

The downgrades also reflect correction of errors in the Structured
Finance Workstation (SFW) cash flow models previously used by
Moody's in rating these transactions, specifically in how the
models handle allocation of realized losses. The cash flow models
used in prior rating actions incorrectly allocated losses only to
senior bonds in the under-collateralized group after credit
support depletion. The Pooling and Servicing Agreement specifies
that losses will be allocated to all senior bonds after credit
support depletion. The errors have now been corrected, and these
rating actions reflect that change. The actions on the class II-
APT and class II-A2 bonds take into account that the bonds are
currently taking losses.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology".

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.


OZLM FUNDING IV: S&P Assigns 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to OZLM
Funding IV Ltd./OZLM Funding IV LLC's $547.25 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 ratings reflect S&P's view of:

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

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which it assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.305% to 12.813%.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1622.pdf

RATINGS ASSIGNED

OZLM Funding IV Ltd./OZLM Funding IV LLC

Class                 Rating            Amount
                                      (mil. $)

A-1                   AAA (sf)          348.50
A-2                   AA (sf)            85.00
B (deferrable)        A (sf)             41.00
C (deferrable)        BBB (sf)           31.00
D (deferrable)        BB (sf)            26.75
E (deferrable)        B (sf)             15.00
Subordinated notes    NR                 52.75

NR--Not rated.


PRIMA CAPITAL: Fitch Affirms 'CCC' Ratings on Class J & K Certs
---------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed nine classes of
Prima Capital CRE Securitization 2006-1 Ltd./Corp. (Prima 2006-1)
reflecting a significant increase in credit enhancement due to
principal paydowns since Fitch's last rating action. Fitch's
performance expectation incorporates prospective views regarding
commercial real estate market values and cash flow declines.

Key Rating Drivers

Since Fitch's last rating action, the transaction has benefited
from an additional $94.1 million of principal paydowns. The
paydowns were the result of five asset repayments, two impaired
asset sales, as well as continued scheduled amortization. Of the
two impaired asset sales, one was sold at a slight premium to par,
while another was sold at a discount to par with deminimis losses.
Total paydowns since issuance are $334.6 million (60% of the
original transaction balance). The affirmation of the remaining
classes reflects the continued stable pool performance.

The collateral pool has become increasingly concentrated with 16
assets remaining and the majority of the commercial real estate
(CRE) loan collateral comprised of subordinate debt positions. As
of the May 2013 trustee report and per Fitch categorizations, the
collateralized debt obligation (CDO) was substantially invested as
follows: CRE mezzanine debt (39.8%), B-notes (25.8%), CRE CDOs
(24.1%), real estate investment trust (REIT) bonds (8.5%), CMBS
(1.1%), a defeased CRE loan (0.4%), and principal cash (0.3%). In
general, Fitch treats non-senior, single-borrower CMBS as CRE B-
notes in its modeling. There were no assets classified as
defaulted or impaired as of the May 2013 trustee report.

The average Fitch-derived rating of the rated securities (CUSIP)
portion of the collateral has improved to 'BBB/BBB-' from 'BB+' at
the last rating action due to upgraded ratings of the underlying
bonds and due to the sale of two lower-rated, below investment-
grade bonds that were previously classified as impaired.

Under Fitch's updated methodology, approximately 34.4% 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 7% from the most recent available cash flows,
generally from year-end (YE) 2012. Modeled recoveries are high at
81% due to higher quality properties in the pool.

The largest component of Fitch's base case loss expectation is a
B-note (13.8%) secured by a portion of the retail, office, and
parking garage space of a 1.2 million square foot regional mall
located in St. Louis, MO. The property has experienced an
improvement in net operating income (NOI) and occupancy when
compared to the prior years. Between 2011 and 2012, the NOI
improved by 13%, just surpassing NOI at issuance by 4%. Over the
same period, occupancy improved to 93.2% from 86.9%, but remains
slightly below the 95% occupancy reported at issuance. Nordstrom
opened a new store at the property in September 2011.

The second largest component of Fitch's base case loss expectation
is the modeled loss on the rated securities (CUSIP) portion of the
collateral (33.6%).

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 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 commercial real
estate loan and rated securities portion of the collateral are
then blended on a weighted average basis. Cash flow modeling was
not performed as part of the analysis because there are no cash
flow diversion features and no interest-rate mismatches as both
parties of the timing swap agreement pay fixed-rate amounts.

The ratings for classes J and K are generally based upon a
deterministic analysis and factors in the subordination of these
classes in the overall capital structure, as well as concerns of
portfolio concentration.

Rating Sensitivities

If the CDO collateral continues to repay, Fitch may consider
upgrades to the senior classes, with upgrades limited due to the
risk of adverse selection. While Fitch has modeled conservative
loss expectations on the pool, unanticipated increases in
defaulted loans and/or loss severity could result in downgrades.

Prima 2006-1 is a static CRE CDO managed by Prima Capital
Advisors, LLC. The CDO was fully ramped at closing and had no
reinvestment period.

Fitch has upgraded the following class:

-- $62.8 million class A-2 to 'Asf' from 'BBBsf'; Outlook Stable.

In addition, Fitch has affirmed the following classes:

-- $27.8 million class B at 'BBBsf'; Outlook Stable;
-- $22.3 million class C at 'BBsf'; Outlook Stable;
-- $16.7 million class D at 'BBsf'; Outlook Stable;
-- $18.1 million class E at 'Bsf'; Outlook Stable;
-- $12.5 million class F at 'Bsf'; Outlook Stable;
-- $9.7 million class G at 'Bsf'; Outlook Stable;
-- $13.9 million class H at 'Bsf'; Outlook Stable;
-- $15.3 million class J at 'CCCsf' RE 100%;
-- $5.6 million class K at 'CCCsf'; RE 100%.

Class A-1 has paid in full. Fitch does not rate the preferred
shares.


PROSPECT PARK: Moody's Cuts Ratings on $22MM Notes to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by Prospect Park CDO Ltd.:

$40,000,000 Class B Second Priority Deferrable Floating Rate Notes
Due 2020, Downgraded to Baa1 (sf); previously on August 29, 2011
Upgraded to A2 (sf)

$22,000,000 Class C Third Priority Deferrable Floating Rate Notes
Due 2020, Downgraded to Ba1 (sf); previously on August 29, 2011
Upgraded to Baa3 (sf)

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

$373,000,000 Class A Senior Secured Floating Rate Notes Due 2020,
Affirmed Aaa (sf); previously on August 29, 2011 Upgraded to Aaa
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect a correction to Moody's modeling of the interest coverage
(IC) tests. Due to an input error at the time of the August 2011
rating action, the IC tests were modeled to fail permanently,
which resulted in diversion of all interest proceeds, after
payment of interest due to the Class A Notes, to principal
proceeds. This error has now been corrected.

Moody's notes that the impact of the error correction on the
ratings of the Class B and Class C Notes was partially offset by a
change in Moody's modeling assumptions that reflects the short
period of time remaining before the end of the transaction's
reinvestment period in July 2013. In consideration of the
reinvestment restrictions applicable during the amortization
period, which limit the ability of the collateral manager 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 a higher weighted average spread (WAS)
of 3.61% compared to the 3.27% level assumed at the time of 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 $473 million, defaulted par of $7.5 million, a
weighted average default probability of 19.7% (implying a WARF of
2778), a weighted average recovery rate upon default of 50.3%, and
a diversity score of 64.

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

Prospect Park CDO 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% (2222)

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

Moody's Adjusted WARF + 20% (3334)

Class A: -1
Class B: -2
Class C: -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 in the amortization period 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.


PROTECTIVE FINANCE: Fitch Affirms CCC Ratings on 3 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed 21 classes of Protective Finance
Corporation REMIC 2007-PL commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

The affirmations are due to the transaction's overall stable pool
performance. Fitch modeled losses of 2.5% of the remaining pool;
expected losses on the original pool balance total 2.1%, including
$5.3 million (0.5% of the original pool balance) in realized
losses to date. Fitch has designated four loans (2.1%) as Fitch
Loans of Concern, which includes two specially serviced assets
(1.3%).

As of the June 2013 distribution date, the pool's aggregate
principal balance has been reduced by 35.9% to $651.7 million from
$1.02 billion at issuance. There are 160 loans remaining from 199
at issuance. No loans have defeased since issuance. Interest
shortfalls are currently affecting class S.

The largest contributor to expected losses (2.4% of the pool) is
secured by a 201,212 square foot (sf) retail power center located
in Coachella, CA. The master servicer recently inspected the
property and found it to be in good condition. Per the master
servicer, leasing activity at the property is improving with one
new lease pending. The property is currently 70% occupied with
average rents of $8 per square foot (psf). There is minimal
rollover until 2016 when 19% of the leases roll. Per REIS, as of
the first quarter of 2013 (1Q'13) the Palm Desert submarket
vacancy is 15% with asking rent $12 psf.

The largest specially serviced loan (0.9%) of the pool is secured
by a 75,047 sf retail property located in Pinehurst, NC. The
property is anchored by a Lowe's Foods and Rite Aid. The property
is currently 100% occupied. The loan is cross-collateralized with
another specially serviced loan (0.3%) which is 60 days
delinquent. The loan is secured by a 36,189 sf retail property
located in Pinehurst, NC, currently 77% occupied. The special
servicer is in the process of determining a workout strategy with
the borrower.

RATING SENSITIVITIES

Ratings on the senior classes are expected to remain stable due to
sufficient credit enhancement to the classes as a result of
scheduled amortization and paydown. Upgrades to the junior classes
are not likely due to the smaller class sizes.

Fitch affirms the following classes and Rating Outlooks:

-- $57.2 million class A-2 at 'AAAsf', Outlook Stable;
-- $113.1 million class A-3 at 'AAAsf', Outlook Stable;
-- $132.9 million class A-4 at 'AAAsf', Outlook Stable;
-- $48.9 million class A-1A at 'AAAsf', Outlook Stable;
-- $101.6 million class A-M at 'AAAsf', Outlook Stable;
-- $102.9 million class A-J at 'AAAsf', Outlook Stable;
-- $5.1 million class B at 'AA+sf', Outlook Stable;
-- $8.9 million class C at 'AAsf', Outlook Stable;
-- $6.4 million class D at 'AA-sf', Outlook Stable;
-- $7.6 million class E at 'A+sf', Outlook Stable;
-- $6.4 million class F at 'Asf', Outlook Stable;
-- $8.9 million class G at 'A-sf', Outlook Stable;
-- $7.6 million class H at 'BBB+sf', Outlook Stable;
-- $7.6 million class J at 'BBBsf', Outlook Stable;
-- $8.9 million class K at 'BBsf', Outlook Stable;
-- $5.1 million class L at 'Bsf', Outlook Stable;
-- $2.5 million class M at 'Bsf', Outlook Stable;
-- $2.5 million class N at 'B-sf', Outlook Negative;
-- $2.5 million class O at 'CCCsf', RE 100%;
-- $3.8 million class P at 'CCCsf', RE 100%;
-- $2.5 million class Q at 'CCCsf', RE 100%.

The class A-1 certificates have paid in full. Fitch does not rate
the class S certificates. Fitch previously withdrew the rating on
the interest-only class IO certificates.


PROTECTIVE FINANCE II: Moody's Hikes Ratings on 3 Certs From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed three classes of Protective Finance Corporation II,
Commercial Mortgage FASIT Certificates, Series I as follows:

Cl. D-1, Affirmed Aaa (sf); previously on Jul 28, 2011 Upgraded to
Aaa (sf)

Cl. D-2, Affirmed Aaa (sf); previously on Jul 28, 2011 Upgraded to
Aaa (sf)

Cl. D-3, Affirmed Aaa (sf); previously on Jul 28, 2011 Upgraded to
Aaa (sf)

Cl. E-1, Upgraded to Baa1 (sf); previously on Nov 4, 2010 Upgraded
to Ba1 (sf)

Cl. E-2, Upgraded to Baa1 (sf); previously on Nov 4, 2010 Upgraded
to Ba1 (sf)

Cl. E-3, Upgraded to Baa1 (sf); previously on Nov 4, 2010 Upgraded
to Ba1 (sf)

Ratings Rationale:

The upgrades are due to increased credit support due to loan
payoffs and amortization. The pool has paid down by 17% since
Moody's last review.

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

Moody's rating action reflects a base expected loss of 2.5% of the
current balance. At last review, Moody's base expected loss was
1.7%. Moody's base expected loss plus realized losses is now 0.2%
of the original pooled balance, essentially the same as 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 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 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 49 compared to 55 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 26, 2012.

Deal Performance:

As of the May 28, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $48.8
million from $845.5 million at securitization. The Certificates
are collateralized by 82 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 32%
of the pool. All of the mortgage loans fully amortize over their
loan term.

Two loans have been liquidated from the pool since securitization
resulting in an aggregate realized loss of $753,000 (average loss
severity of 51%). Currently, there are no loans in special
servicing or on the watchlist.

Moody's was provided with full year 2011 operating results for 31%
of the pool's loans, by balance, which constitutes the top nine
loans. Moody's weighted average LTV is 42% compared to 44% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 14% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.2%.

Moody's actual and stressed DSCRs are 1.10X and 3.62X,
respectively, compared to 1.14X and 3.17X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 15% of the pool. The largest
loan ($3.4 million -- 7.0%) is secured by a 68,000 square foot
retail property located in Anderson, South Carolina. As of
December 2012 the property was 73% leased compared to 76% at last
review. Property performance is expected to decrease in 2013 due
to lower revenue as a result of a decrease in occupancy and lower
rental rates. The loan has amortized 25% since securitization.
Moody's LTV and stressed DSCR are 125% and 0.78X, respectively,
compared to 100% and 0.97X at last review.

The second largest loan ($2.4 million -- 5.0%) is secured by a
124,000 square foot retail property located in Mobile, Alabama. As
of December 2012 the property was 84% leased compared to 74% at
last review. The largest tenant leases 40% of the net rentable
area (NRA) through October 2015. The loan has amortized 46% since
securitization. Moody's LTV and stressed DSCR are 51% and 2.00X,
respectively, compared to 54% and 1.89X, at last review.

The third largest loan ($1.6 million -- 3.2% of the pool) is
secured by a 52,000 square foot retail property located in
Johnson, Tennessee. As of December 2012 the property was 100%
leased with no tenant expirations prior to December 2015. The
largest tenant leases 66% of the NRA through June 2023. The loan
has amortized 54% since securitization. Moody's LTV and stressed
DSCR are 43% and 2.46X, respectively, compared to are 45% and
2.35X, at last review.


PROTECTIVE FINANCE: S&P Raises Rating on Class E Notes From 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
D and E U.S. commercial mortgage financial asset securitization
investment trust (FASIT) certificates from Protective Finance
Corp. II's series I.

The upgrades follows S&P's analysis of the transaction, primarily
using its criteria for rating U.S. and Canadian commercial
mortgage-backed securities (CMBS) transactions.  S&P's analysis
included a review of the transaction structure, historical
performance of the remaining loans, and the liquidity available to
the trust.

The upgrades reflect S&P's expected available credit enhancement
for the affected tranches, which it believes is greater than its
most recent estimate of necessary credit enhancement for the
rating levels.  The upgrades also reflect S&P's view of the
current and future performance of the transaction's collateral, as
well as the deleveraging of the trust balance from loan
amortization and payoffs.  S&P's analysis also considered the
remaining loans in the pool, which are seasoned and fully
amortizing, with maturities ranging from 2013 through 2019.  The
rating on the class D certificate is constrained by the current
rating on an affiliate of the issuer, Protective Life Insurance
Co. (rated 'AA-' with a stable outlook).

As of the May 28, 2013 trustee remittance report, the collateral
pool consisted of 82 loans, with an aggregate trust balance of
$48.8 million.  The majority of the remaining collateral loans are
secured by retail properties (76 loans, $46.5 million, 95.4%),
with the balance secured by office (three loans, $1.4 million,
2.8%) and industrial (three loans, $870,815, 1.8%) properties.
The majority of the most recent net operating income (NOI) data
reported by the servicer, also Protective, was as of December 2010
(55 loans, $31.9 million, 65.5%).  The balance of the information
reflected December 2011 data (24 loans, $15.5 million, 31.6%) and
December 2009 data (three loans, $1.4 million, 2.9%).

Using Standard & Poor's adjusted net cash flow and cap rates, S&P
calculated a weighted average debt service coverage (DSC) of 1.21x
and a weighted average loan-to-value ratio of 31.6% for the
collateral pool.  With the exception of the U.S. Post Office loan
($202,263, 0.4%), which has a reported 30-day delinquent payment
status, all of the remaining loans are current or have less than a
one-month delinquent payment status.  To date, the transaction has
experienced losses totaling $752,907 from two assets.

At issuance, the trust contained a variable funding period that
allowed for additional deposits of loans from the closing date
until Sept. 30, 2002.  The transaction was created in 1997, and
was upsized in 1998 and 1999.

Details on the three largest loans in the pool are as follows:

   -- The Pearman Dairy Plaza loan ($3.4 million, 7.0%), the
      largest loan in the pool, is secured by a 68,151-sq.-ft.
      retail shopping center in Anderson, S.C.  The reported NOI
      DSC was 1.04x for year-end 2011, and occupancy was 78.0%
      according to the May 2012 rent roll.

   -- The Theodore Dawes Plaza loan ($2.4 million, 5.0%), the
      second-largest loan in the pool, is secured by a
      124,014-sq.-ft. grocery-anchored retail strip center in
      Mobile, Ala.  The reported NOI DSC was 1.24x for year-end
      2011, and occupancy was 84.3% according to the Dec. 31, 2012
      rent roll.

   -- The Carrol Creek Crossing loan ($1.5 million, 3.2%), the
      third-largest loan in the pool, is secured by a
      52,155-sq.-ft. grocery anchored retail center in Johnson,
      Tenn.  The reported NOI DSC was 1.28x for year-end 2011, and
      occupancy was 75.0% according to the December 2011 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

RATINGS RAISED

Protective Finance Corp. II
Commercial mortgage FASIT certificates series I

            Rating
Class   To           From           Credit enhancement (%)

D       AA- (sf)     BBB+ (sf)                       89.28
E       BBB+ (sf)    BB- (sf)                        43.87


RIVERSIDE PARK: S&P Affirms 'BB' Rating to Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
the notes from Riverside Park CLO Ltd./Riverside Park CLO Corp., a
U.S. collateralized loan obligation (CLO) managed by
GSO/Blackstone Debt Funds Management.  At the same time, S&P
affirmed its rating on the Sr Cert from TIERS Riverside Park CLO
Pass Through trust certificates, Series 2011-3, a pass-through
securitization backed by Riverside Park CLO Ltd.'s Class D notes.

Riverside Park CLO, which closed on September 2011, is a
refinancing of a transaction with the same name that closed in
April 2008.  The transaction is still in its reinvestment period,
which is scheduled to end on March 26, 2014.  Since the effective
date (Sept. 26, 2011), the underlying collateral balance has
remained stable,and all coverage tests were passing and stable
according to the trustee report dated April 30, 2013.

Although there are no significant changes in the collateral, S&P
noted that Standard & Poor's weighted average recovery rate for
the portfolio has decreased.  For instance, the weighted average
recovery rate at the Class A level has decreased to 42.5% from
44.3% since the effective date.  In addition, defaulted assets
have increased to $7.34 million from $2.96 million over the same
period.

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

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

          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 Affirmed

Riverside Park CLO Ltd./Riverside Park CLO Corp.

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

TIERS Riverside Park CLO Pass Through Trust, Series 2011-3

Class          Rating
Sr Cert        BB (sf)


SHACKLETON II: S&P Affirms 'BB' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Shackleton II CLO Ltd./Shackleton II CLO Corp.'s $366.5 million
fixed- and floating-rate notes following the transaction's
effective date as of March 15, 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 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 noted.

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

Shackleton II CLO Ltd./Shackleton II CLO Corp.

Class                   Rating        Amount (mil. $)
A-1                     AAA(sf)                254.00
A-X                     AAA(sf)                  7.50
B-1                     AA(sf)                  15.00
B-2                     AA(sf)                  25.00
C (deferrable)          A(sf)                   24.00
D (deferrable)          BBB(sf)                 20.00
E (deferrable)          BB(sf)                  21.00


SPRINGLEAF FUNDING 2013-B: S&P Rates Class C Notes 'BB(sf)'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Springleaf Funding Trust 2013-B's $400.00 million personal
consumer loan-backed notes series 2013-B.

The note issuance is an asset-backed securities transaction backed
by personal consumer loan receivables.

The ratings reflect S&P's view of:

   -- The availability of approximately 34.6%, 29.2%, 26.5%, and
      23.6% credit support to the class A, B, C, and D notes,
      respectively, in the form of subordination,
      overcollateralization, a reserve account, and excess
      spread. These credit support levels are sufficient to
      withstand stresses commensurate with the ratings on the
      notes based on S&P's stressed cash flow scenarios.

   -- S&P's expectation that under a moderate, or 'BBB', stress
      scenario, the ratings on the class A, B, and C notes would
      remain within two rating categories of its 'A (sf)', 'BBB
      (sf)', and 'BB (sf)' ratings.  These potential rating
      movements are consistent with S&P's credit stability
      criteria, which outlines the outer bound of credit
      deterioration equal to a two-category downgrade within the
      first year for 'A (sf)' through 'BB (sf)' rated securities
      under moderate stress conditions.

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

   -- The characteristics of the pool being securitized.

   -- The operational risks associated with Springleaf Finance
      Corp.'s decentralized business model.

   -- 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/1587.pdf

RATINGS ASSIGNED

Springleaf Funding Trust 2013-B

Class   Rating     Type           Interest       Amount
                                  rate          (mil. $)
A       A (sf)     Senior         Fixed          342.55
B       BBB (sf)   Subordinate    Fixed           27.62
C       BB (sf)    Subordinate    Fixed           13.26
D       B (sf)     Subordinate    Fixed           16.57


STOCKTON PUBLIC: S&P Corrects Outlook on 'B+' Rating to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected the outlook to stable
from negative on its 'B+' long-term rating on the following
issues: Stockton Public Financing Authority, Calif.'s tax
allocation revenue bonds (Redevelopment Projects), series 2006A
and 2006B; Contra Costa County Public Financing Authority,
Calif.'s subordinate tax allocation bonds (Contra Costa Centre,
North Richmond, Bay Point, Rodeo & Montalvin Manor), series 2007B,
issued for Contra Costa County Redevelopment Agency.


STRATA 2005-3: Moody's Hikes Rating on $12MM Notes From Ba2(sf)
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes:

$12,000,000 Floating Rate Notes Due 2017 issued by Strata 2005-3
Limited (the "Issuer"), Upgraded to Baa3 (sf); previously on
October 7, 2011 Assigned Ba2 (sf).

Ratings Rationale:

Moody's notes that this rating action is primarily a result of its
rating upgrade on the Class C Third Priority Deferrable Floating
Rate Notes Due 2017 issued by LCM III Ltd (the "Reference
Security") to Aa1 (sf) on June 26, 2013.

On the closing date of the repackaged security in June 2005, the
proceeds from the sale of the Notes were used to acquire
$12,000,000 of Bank of America Corporation Floating Rate Note
maturing on September 19, 2014 (CUSIP 06050MDZ7), (the "Collateral
Assets"). The Issuer also entered into an interest rate and a
total return swap agreement (the "Swap Agreements") with Bank of
America, N.A. (the "Swap Provider"). Under the Swap Agreements,
the Issuer and the Swap Provider will exchange certain payments
linked to the payments made with respect to the Collateral Assets
and the Reference Security. The Swap Agreements enable the holders
of the Notes to participate in the economic performance of the
Reference Security without having an ownership interest therein.

The holders of the Notes are exposed to credit risk of the (i)
Reference Security, (ii) Collateral Assets and (iii) Swap
Provider. Moody's rating of the Notes primarily reflects the
credit risk of the Collateral Assets, currently rated Baa2 with
negative outlook, and secondarily the credit risk of the Reference
Security, currently rated Aa1 (sf). Moody's notes that the Swap
Provider is currently required to post collateral in amounts
sufficient to cover the spread under the Swap Agreements for the
remaining life of the transaction. Moody's rating of the Notes
also takes into account and is linked to the credit risk posed by
the Swap Provider to the Issuer. In the future, any change in
Moody's rating of the Collateral Assets, Reference Security or
Swap Provider may result in a change to Moody's rating of the
Notes.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stress
scenarios because the ratings reflect only the credit risk of the
Reference Security, Collateral Assets and Swap Provider.

Moody's says that the underlying securities are subject to a high
level of macroeconomic uncertainty, which is manifest in uncertain
credit conditions across the general economy. Because these
conditions could negatively affect the ratings on the underlying
securities, they could also negatively impact the ratings on the
Notes.


TALMAGE STRUCTURED 2006-3: Moody's Affirms 5 Note Classes Ratings
-----------------------------------------------------------------
Moody's has affirmed the ratings of five classes of Notes issued
by Talmage Structured Real Estate Funding 2006-3, 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 (CRE CDO
CLO) transactions.

Moody's rating action is as follows:

Cl. C, Affirmed Aa1 (sf); previously on Sep 6, 2012 Upgraded to
Aa1 (sf)

Cl. D, Affirmed Ba3 (sf); previously on Sep 6, 2012 Upgraded to
Ba3 (sf)

Cl. E, Affirmed Caa3 (sf); previously on Sep 6, 2012 Upgraded to
Caa3 (sf)

Cl. F, Affirmed C (sf); previously on Oct 5, 2010 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Oct 5, 2010 Downgraded to C
(sf)

Ratings Rationale:

Talmage Structured Real Estate Funding 2006-3, Ltd. is a currently
static (the re-investment period ended in September, 2011) cash
transaction backed by a portfolio of whole loans (48.1%) and b-
notes (3.8%), commercial mortgage backed securities (CMBS) (28.8%
of the pool balance, including rake bonds), and CRE CDOs (19.3%).
As of the May 28, 2013 Trustee report, the aggregate Note balance
of the transaction is $148.7 million compared to $420.5 million at
issuance; due to a combination of amortization, recoveries from
defaulted collateral and principal proceeds resulting from the
failure of certain par value and interest coverage tests. As of
the last trustee report, all par value and interest coverage tests
are passing.

Five assets with a par balance of $63.9 million (42.1% of the pool
balance) were listed as impaired securities as of the May 28, 2013
Trustee Report. Moody's expects moderate/high losses to occur on
these assets once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 6,942
compared to 6,923 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (10.5% compared to 10.4% at last
review), A1-A3 (0.0% compared to 0.0% at last review), Baa1-Baa3
(0.6% compared to 0.6% at last review), Ba1-Ba3 (6.3% compared to
6.2% at last review), B1-B3 (9.5% compared to 9.4% at last
review), and Caa1-C (73.1% compared to 73.4% at last review).

Moody's modeled a WAL of 2.4 years, same as last review. The
current WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 34.3% compared to 33.1% at last
review.

Moody's modeled a MAC of 0.0%, same as 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
up from 34.3% to 44.3% or down to 24.3% would result in average
rating movement on the rated tranches of 0 to 4 notches upward and
0 to 8 notches downward respectively.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.

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

Moody's central global macroeconomic 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.


TRYON PARK: S&P Assigns Prelim. 'BB' Rating on Class D Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Tryon Park CLO Ltd./Tryon Park CLO Corp.'s
$471.2 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 19,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings assigned to Tryon Park CLO Ltd./Tryon Park
CLO Corp.'s floating-rate notes reflect S&P's assessment of:

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

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

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

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

   -- The 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 0.27% to 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
      balance of the rated notes outstanding.

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

   -- The weighted average spread in the identified portfolio is
      below the minimum weighted average spread covenanted to in
      the transaction documents.  However, the target pool
      presented to Standard & Poor's for its analysis represents
      that the portfolio will satisfy the minimum covenanted
      weighted average spread. If the collateral manager is
      unable to acquire portfolio collateral with characteristics
      similar to the unidentified collateral in the target
      portfolio during the ramp-up period, the break-even default
      rates (BDRs) may decrease and the cushion outlined in the
      preliminary ratings table -- the difference between the
      BDRs and the scenario default rates -- could be diminished.
      If this difference becomes negative, S&P may not affirm the
      ratings on the effective date.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com/1617.pdf

PRELIMINARY RATINGS ASSIGNED

Tryon Park CLO Ltd./Tryon Park CLO Corp.

Class                  Rating             Amount
                                         (mil. $)
A-1                    AAA (sf)           308.00
A-2                    AA (sf)             67.00
B                      A (sf)              35.50
C (deferrable)         BBB (sf)            27.20
D (deferrable)         BB (sf)             23.80
E (deferrable)         B (sf)               9.70
Subordinated notes     NR                  44.75

NR-Not rated.


TRYON PARK: S&P Assigns 'BB' Rating to Class D Notes
----------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Tryon
Park CLO Ltd./Tryon Park CLO Corp.'s $471.2 million floating-rate
notes.

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

The ratings assigned to Tryon Park CLO Ltd./Tryon Park CLO Corp.'s
floating-rate notes reflect S&P's assessment of:

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

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

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

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

   -- The weighted average spread in the identified portfolio is
      below the minimum weighted average spread covenanted to in
      the transaction documents.  However, the target pool
      presented to Standard & Poor's for its analysis represents
      that the portfolio will satisfy the minimum covenanted
      weighted average spread.  If the collateral manager is
      unable to acquire portfolio collateral with characteristics
      similar to the unidentified collateral in the target
      portfolio during the ramp-up period, the break-even default
      rates (BDRs) may decrease and the cushion outlined in the
      ratings table -- the difference between the BDRs and the
      scenario default rates -- could be diminished. If this
      difference becomes negative, S&P may not affirm the ratings
      on the effective date.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com/1617.pdf

RATINGS ASSIGNED

Tryon Park CLO Ltd./Tryon Park CLO Corp.

Class               Rating             Amount
                                     (mil. $)
A-1                 AAA (sf)           308.00
A-2                 AA (sf)             67.00
B                   A (sf)              35.50
C (deferrable)      BBB (sf)            27.20
D (deferrable)      BB (sf)             23.80
E (deferrable)      B (sf)               9.70
Subordinate notes   NR                  44.75

NR--Not rated.



UBS-BARCLAYS 2012-C2: Fitch Affirms 'B' Rating on Class G Certs
---------------------------------------------------------------
Fitch Ratings has affirmed all classes of UBS-Barclays Commercial
Mortgage Trust 2012-C2 (UBSBB 2012-C2) commercial mortgage pass-
through certificates.

Key Rating Drivers

The affirmations of UBSBB 2012-C2 are based on the stable
performance of the underlying collateral pool. As of the June 2013
remittance, the pool had no delinquent, watch list or specially
serviced loans. The pool's aggregate principal balance has been
paid down by 0.9% to $1.41 billion from $1.42 billion at issuance.
Approximately 87% of the pool has reported YE 2012 financials. For
those loans without updated financials, Fitch applied a haircut to
the issuance cash flow for modeling purposes. Fitch modeled net
operating income (NOI) was approximately 5% higher than Fitch
issuance NOI.

Ratings Sensitivity

All classes maintain Stable Rating Outlooks. No rating actions are
expected unless there are material changes to property occupancies
or cash flows. The pool has maintained performance consistent with
issuance. Additional information on rating sensitivity is
available in the report 'UBS-Barclays Commercial Mortgage Trust
2012-C2 ' (July 23, 2012), available at www.fitchratings.com.

The only loan in the pool with significant performance variations
form issuance was the $26.5 million National Hotel Miami Beach
(2.2%). The property is in the final stages of a major renovation
project which has taken the better part of a year and has impacted
performance. NOI was down approximately 70% from Fitch's issuance
analysis, but the property should benefit from the renovations in
the coming years.

The largest loan of the pool (11.8%) is collateralized is a 35-
story building located in New York, NY at the intersection of
William Street and John Street five blocks north of the New York
Stock Exchange and has direct access to the newly constructed
Fulton Street Transit Center and the World Trade Center Path
Station in the Financial District neighborhood. The property was
93.1% occupied as of March 2013. Longwing Incorporated (an
affiliate of the Dubai Investment Group) and Swig Equities, LLC,
are the loan sponsors who funded approximately $7 million of new
equity to close the loan at issuance.

The second largest loan (7.8%) is secured by the Crystal Mall, a
783,280-sf (518,480 sf collateral) two-story enclosed regional
mall in Waterford, CT. The property was constructed in 1983-1984.
The mall has four anchors. Macy's and Sears are not part of the
collateral. JCPenney (17.1% of collateral NRA) and Bed Bath &
Beyond/Christmas Tree Shops (12.7% of NRA) are part of the
collateral. Simon Property Group, the loan sponsor, developed
Crystal Mall and completed an $8.6 million renovation in June
2012. As of YE 2012 the servicer reported net cash flow was
approximately 10% above Fitch's issuance analysis.

Fitch has affirmed the following classes:

-- $68.4 million class A-1 at 'AAAsf'; Outlook Stable;
-- $174.8 million class A-2 at 'AAAsf'; Outlook Stable;
-- $116.3 million class A-3 at 'AAAsf'; Outlook Stable;
-- $479.7 million class A-4 at 'AAAsf'; Outlook Stable;
-- $945.5 million class X-A at 'AAAsf'; Outlook Stable;
-- $94.4 million class A-S-EC at 'AAAsf'; Outlook Stable;
-- $63.8 million class B-EC at 'AAsf'; Outlook Stable;
-- $203.7 million class EC at 'Asf'; Outlook Stable;
-- $45.6 million class at C-EC 'Asf'; Outlook Stable;
-- $24.3 million class D at 'BBB+sf'; Outlook Stable;
-- $47.1 million class E at 'BBB-sf'; Outlook Stable;
-- $22.8 million class F at 'BBsf'; Outlook Stable;
-- $24.3 million class G at 'Bsf'; Outlook Stable.

The Class A-S-EC, class B-EC and class C-EC certificates may be
exchanged for class EC certificates, and class EC certificates may
be exchanged for class A-S-EC, class B-EC and class C-EC
certificates. As of the June 2013 remittance all of the Class A-S-
EC, class B-EC and class C-EC certificates had been exchanged for
Class EC certificates.

Fitch does not rate the interest-only class X-B or class H.


VENTURE VI: Moody's Affirms 'Ba1' Rating on $19MM Class C Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Venture VI CDO Limited:

$5,600,000 Class A-1-J Senior Secured Floating Rate Notes Due
August 3, 2020, Upgraded to Aaa (sf); previously on September 12,
2011 Upgraded to Aa1 (sf)

$17,000,000 Class A-2 Senior Secured Floating Rate Notes Due
August 3, 2020, Upgraded to Aa1 (sf); previously on September 12,
2011 Upgraded to Aa2 (sf)

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

$240,000,000 Class A-1 Senior Secured Floating Rate Notes Due
August 3, 2020, Affirmed Aaa (sf); previously on September 12,
2011 Upgraded to Aaa (sf)

$50,400,000 Class A-1-S Senior Secured Floating Rate Notes Due
August 3, 2020, Affirmed Aaa (sf); previously on August 16, 2006
Assigned Aaa (sf)

$21,000,000 Class B Senior Secured Deferrable Floating Rate Notes
Due August 3, 2020, Affirmed A3 (sf); previously on September 12,
2011 Upgraded to A3 (sf)

$19,000,000 Class C Senior Secured Deferrable Floating Rate Notes
Due August 3, 2020, Affirmed Ba1 (sf); previously on September 12,
2011 Upgraded to Ba1 (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 a higher spread level compared to the
level assumed at the last rating review. Specifically, Moody's
modeled a weighted average spread (WAS) of 4.14%. Moody's also
notes that the transaction's reported overcollateralization ratios
are stable and the deal has benefited from an improvement in the
weighted average recovery rate since the last rating review.
However, Moody's notes that the credit quality of the underlying
portfolio has deteriorated, as measured through the portfolio WARF
which is reported at 2805.

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 $370 million, defaulted par of $23.7 million,
a weighted average default probability of 20.47% (implying a WARF
of 2849), a weighted average recovery rate upon default of 49.74%,
and a diversity score of 85. 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.

Venture VI CDO Limited, issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's 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% (2279)

Class A-1: 0
Class A-1-S: 0
Class A-1-J: 0
Class A2: +1
Class B: +2
Class C: +1

Moody's Adjusted WARF + 20% (3419)

Class A-1: 0
Class A-1-S: 0
Class A-1-J: -1
Class A2: -2
Class B: -2
Class C: -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.


VENTURE VIII: Moody's Ratings Unchanged After Debt Deal Revisions
-----------------------------------------------------------------
Moody's Investors Service has determined that entry by Venture
VIII CDO, Limited (the "Issuer"), a CLO, into an amended and
restated note purchase agreement and a supplemental indenture each
dated as of June 18, 2013 by and among the Issuer, Venture VIII
CDO, Corp. as Co-Issuer and U.S. Bank National Association, as
Trustee and as Revolving Note Agent (the "Amendments") and
performance of the activities contemplated therein, will not in
and of themselves and at this time adversely affect the
outstanding Moody's rating of the Rated Notes issued by the
Issuer. Moody's does not express an opinion as to whether the
Amendments could have non-credit-related effects.

The Amendments are intended to permanently remove the reliance of
the issuer on the capacity of the Noteholder to fund a borrowing
request by the Issuer under the Note Purchase Agreement. Rather
than providing for collateralization upon certain rating
downgrades of the Noteholder, the Amendments require the
Noteholder to deposit an amount equal to the undrawn amount of the
Noteholder's Commitment (which is currently zero) into an account
in the name of the Trustee and also require that such account
always holds an amount not less than the undrawn amount of the
Noteholder's Commitment by receiving into the account any proceeds
of the payment of the Notes that is not in permanent reduction of
the Noteholder's Commitment. The Amendments also remove the
minimum rating required of the Noteholder.

The principal methodology used in reaching its conclusion and in
monitoring the ratings of the Notes issued by the Issuer is
"Moody's Global Approach to Rating Collateralized Loan
Obligations", published in May 2013.

Other methodologies and factors that may have been considered in
the process of rating the Notes issued by the Issuer can also be
found in the Rating Methodologies sub-directory on Moody's
website.

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.

On September 13, 2011, Moody's upgraded the ratings of the
following notes issued by Venture VIII:

$4,500,000 Class A-1B Senior Notes Due July 22, 2021, Upgraded to
Aa1 (sf); previously on June 22, 2011 Aa2 (sf) Placed Under Review
for Possible Upgrade;

$47,675,000 Class A-2B Senior Notes Due July 22, 2021, Upgraded to
Aa1 (sf); previously on June 22, 2011 Aa2 (sf) Placed Under Review
for Possible Upgrade;

$46,500,000 Class B Senior Notes Due July 22, 2021, Upgraded to A1
(sf); previously on June 22, 2011 A2 (sf) Placed Under Review for
Possible Upgrade;

$50,000,000 Class C Deferrable Mezzanine Notes Due July 22, 2021,
Upgraded to Baa2 (sf); previously on June 22, 2011 Baa3 (sf)
Placed Under Review for Possible Upgrade;

$32,500,000 Class D Deferrable Mezzanine Notes Due July 22, 2021,
Upgraded to Ba2 (sf); previously on June 22, 2011 B1 (sf) Placed
Under Review for Possible Upgrade;

$24,000,000 Class E Deferrable Junior Notes Due July 22, 2021,
Upgraded to B1 (sf); previously on June 22, 2011 Caa3 (sf) Placed
Under Review for Possible Upgrade.

In addition, Moody's confirmed the rating of the following notes:

$50,000,000 Class A-3 Senior Notes Due July 22, 2021, Confirmed at
Aa1 (sf); previously on June 22, 2011 Aa1 (sf) Placed Under Review
for Possible Upgrade.


WACHOVIA BANK 2006-C27: Moody's Affirms C Ratings on 5 Certs
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 12 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-through Certificates, Series 2006-
C27 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Aug 14, 2006 Assigned
Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Aug 14, 2006 Assigned
Aaa (sf)

Cl. A-M, Downgraded to A2 (sf); previously on Jul 20, 2012
Downgraded to A1 (sf)

Cl. A-J, Downgraded to B1 (sf); previously on Jul 20, 2012
Downgraded to Ba3 (sf)

Cl. B, Affirmed Caa1 (sf); previously on Jul 20, 2012 Downgraded
to Caa1 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Jul 20, 2012 Downgraded
to Caa2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Jul 20, 2012 Downgraded
to Caa3 (sf)

Cl. E, Affirmed C (sf); previously on Jul 20, 2012 Downgraded to C
(sf)

Cl. F, Affirmed C (sf); previously on Jul 20, 2012 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Jul 20, 2012 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jul 20, 2012 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Dec 2, 2010 Downgraded to C
(sf)

Cl. X-P, Affirmed Aaa (sf); previously on Aug 14, 2006 Assigned
Aaa (sf)

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

Ratings Rationale:

The downgrades to two principal and interest classes are due to
higher realized and anticipated losses from specially serviced and
troubled loans.

The affirmations of two investment grade principal and interest
classes are due to credit support levels remaining within
acceptable ranges. The ratings of the remaining below investment
grade eight principal and interest classes are commensurate with
Moody's base expected loss levels and are thus affirmed.

The ratings of the two IO Classes, Classes X-P and X-C, are
consistent with the expected credit performance of their
referenced classes and thus are affirmed.

Moody's rating action reflects a base expected loss of 12.3% of
the current balance compared to 11.9% at last review. Base
expected loss plus realized losses to date now totals 13.1% of the
original balance compared to 12.6% at last review. Depending on
the timing of loan payoffs and the severity and timing of losses
from specially serviced loans, the credit enhancement level for
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 36 compared to 38 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 20, 2012.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 27% to $2.2 billion
from $3.1 billion at securitization. The Certificates are
collateralized by 126 mortgage loans ranging in size from less
than 1% to 7% of the pool. There is one defeased loan,
representing less than 1% of the pool that is backed by U.S.
government securities.

There are 19 loans, representing 17% 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.

Twenty-one loans had been liquidated from the pool since
securitization as of the most recent distribution date resulting
in an aggregate realized loss totaling $125.1 million (average
loss severity of 22%). There were 25 loans, representing 25% of
the pool, in special servicing as of the most recent distribution
date. The largest specially serviced loan is the Glendale Center
Loan ($125 million -- 5.6% of the pool), which is secured by a
382,841 square foot (SF) office building located in Glendale,
California. The property was 78% leased as of May 2013 compared to
99% at last review. The occupancy decline is due to a large tenant
vacating its leased premises upon lease expiration. The lender
took title in August 2012 via a consensual foreclosure.

The remaining specially serviced loans are secured by a mix of
office, retail, industrial, multifamily and hotel properties. The
servicer has recognized an aggregate $188.7 million appraisal
reduction for 21 of the 25 specially serviced loans, while Moody's
has estimated an aggregate $186.6 million loss for 23 of the 25
specially serviced loans.

Moody's has assumed a high default probability for 19 poorly
performing loans representing 15% of the pool and has estimated a
$64.6 million aggregate loss (19% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2012 and partial year 2013
operating results for 91% and 17% of the conduit, respectively.
The conduit portion of the pool excludes specially serviced and
troubled loans. Moody's weighted average conduit LTV is 95%
compared to 107% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 10.8% 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 1.27X and 1.07X,
respectively, compared to 1.22X and 0.95X 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.

Based on the most recent remittance statement, Classes F through Q
have experienced cumulative interest shortfalls totaling $13.3
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations by the servicer
that involve a clawback of previously made advances.

The top three performing conduit loans represent 19% of the pool.
The largest loan is the One Illinois Center Loan ($145.4 million -
- 6.5% of the pool), which is secured by a one million SF office
building located in the East Loop office submarket of downtown
Chicago, Illinois. The property was 79% leased as of January 2013
compared to 81% at last review. In 2011 the property's largest
tenant, Health Care Service Corp. (23% of the property's net
rentable area (NRA)), paid an early termination fee and exercised
its early termination option. Since that time, Bankers Life and
Casualty signed a long-term lease for 134,724 SF. Moody's LTV and
stressed DSCR are 118% and 0.8X, respectively, compared to 106%
and 0.89X at last review.

The second largest loan is the RLJ Hotel Pool Loan ($140.3 million
-- 6.2% of the pool), which represents a 29% pari passu interest
in a first mortgage loan. The loan is secured by 43 full, limited
and extended stay hotels that are located in eight states. The
largest geographical concentrations are in Texas and Indiana,
which each have 11 of the collateral properties. Portfolio
performance has improved considerably since Moody's prior reviews.
Revenue per available room (RevPAR) for calendar 2012 results
increased to $76 from $71 in calendar year 2011. Most of the
hotels in the portfolio are competitive in their respective
markets. Moody's LTV and stressed DSCR are 105% and 1.09X as
compared to 119% and 0.95X.

The third largest loan is the Simon Property Group Premium Outlets
Pool II Loan ($139.5 million -- 6.2% of the pool), which
represents a 50% pari passu interest in a first mortgage loan. The
loan is secured by three factory outlet centers totaling 1.5
million SF. The centers are located in Williamsburg, Virginia;
Hagerstown, Maryland and Birch Run, Michigan. The portfolio is 97%
leased compared to 96% at last review. Simon Property Group
acquired the three subject properties as part of its August 2010
acquisition of 21 Prime Outlet Malls. Moody's LTV and stressed
DSCR are 79% and 1.24X, respectively, compared to 83% and 1.17X at
last review.


WAMU ASSET 2003-C1: Moody's Lifts Class O Certs' Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed one class of Washington Mutual Asset Securities Corp.,
Series 2003-C1 Mortgage Pass-Through Certificates, follows:

Cl. K, Upgraded to Aaa (sf); previously on Jul 20, 2012 Upgraded
to Aa3 (sf)

Cl. L, Upgraded to Aaa (sf); previously on Jul 20, 2012 Upgraded
to Baa1 (sf)

Cl. M, Upgraded to Aaa (sf); previously on Jul 20, 2012 Upgraded
to Ba2 (sf)

Cl. N, Upgraded to Baa3 (sf); previously on Jul 20, 2012 Upgraded
to B2 (sf)

Cl. O, Upgraded to Ba1 (sf); previously on Jul 20, 2012 Upgraded
to B3 (sf)

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

Ratings Rationale:

The upgrades are due to increased credit support from loan payoffs
and amortization as well as anticipated pay downs from loans
approaching maturity that are well positioned for refinance. The
pool has paid down 67% since Moody's prior review and 97% since
securitization. The remaining loans are performing well and are
low levered.

Moody's rating action reflects a base expected loss of 1.3% of the
current balance compared to 2.2% at last review. Base expected
losses and realized losses have decreased to 0.1% of the original
balance from 0.2% at last review.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 2 compared to 9 at last 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 Conduit and Large Loan models in formulating a
rating recommendation. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated July 20, 2012.

Deal Performance:

As of the May 28, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $15.3
million from $571.9 million at securitization. The Certificates
are collateralized by seven mortgage loans. The largest loan
represents 72% of the pool balance. There are no defeased loans in
the pool.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $589 thousand (2.3% loss severity).
There are no loans on the watchlist or in special servicing and
all loans were current as of the distribution date.

Moody's was provided with full year 2011 and 2012 operating
results for 100% and 98% of the pool respectively. Moody's
weighted average LTV is 33% compared to 63% at Moody's prior
review. Moody's value reflects a weighted average capitalization
rate of 9.6%.

Moody's actual and stressed DSCRs are 1.41X and 3.39X,
respectively, compared to 1.39X and 1.80X 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 loans represent 88% of the pool. The
largest loan is the Center Pointe Plaza Loan ($11 million -- 72%
of the pool). The loan is secured by a 252,000 square foot,
single-story power center in Christiana, Delaware. The lead tenant
is The Home Depot Inc. (Moody's senior unsecured rating A3, stable
outlook). The property was 100% leased as of March 2013 compared
to 96% at Moody's last review and 100% at securitization. Since
last review the top three tenants, representing 73% of the net
rentable area (NRA), renewed their leases. Home Depot, the largest
tenant, renewed through January 2018. The other two tenants,
Babies R Us and TJ Maxx, renewed their leases through January
2023. The loan's scheduled maturity is early 2014. Moody's current
LTV and stressed DSCR are 31% and 3.35X, respectively, compared to
50% and 2.11X at last review.

The second largest loan is the Hogg Palace Lofts Loan ($1.5
million -- 10% of the pool). The loan is secured by a 80-unit
apartment building in Houston, Texas. The property was 98% leased
as of year-end 2012. Performance has been stable. Moody's current
LTV and stressed DSCR are 24% and 4.31X, respectively, compared to
38% and 2.67X at last review.

The third largest loan is the Hill Creek Apartments Loan ($1
million -- 7% of the pool). The loan is secured by a 58-unit
multifamily property in Boise, Idaho. The property was 98% leased
as of year-end 2012 compared to 92% at year-end 2011. Moody's
current LTV and stressed DSCR are 49% and 1.86X respectively,
compared to 61% and 1.50X at last review.


WAMU COMMERCIAL 2006-Sl1: Fitch Affirms 'D' Ratings on 5 Notes
--------------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed 12 classes of
WaMu Commercial Mortgage Securities Trust 2006-SL1, small balance
commercial mortgage pass-through.

Key Rating Drivers

The affirmations are the result of sufficient credit enhancement
to the classes due to scheduled amortization and paydown. The
downgrade is due to principal losses incurred on class G. Fitch
modeled losses of 8.7% of the remaining pool; expected losses on
the original pool balance total 9.4%, including $19.5 million
(3.8% of the original pool balance) in realized losses to date.
Fitch has designated 100 loans (30.1%) as Fitch Loans of Concern,
which includes 14 specially serviced assets (4.6%).

As of the May 2013 distribution date, the pool's aggregate
principal balance has been reduced by 36.2% to $326.4 million from
$511.4 million at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes G through N.

The largest contributor to expected losses (1.1% of the pool), is
currently specially serviced and secured by a multifamily property
consisting of 169 units located in Chicago, IL The property was
84.6% occupied as of January 2011. The special servicer has
engaged legal counsel to proceed with the enforcement of the
Lender's rights and ligation remains ongoing. The Lender's summary
judgment motion remains full submitted and the special servicer
awaits the court's decision.

Rating Sensitivities

The Rating Outlooks on classes A, A1A, and B remain Negative due
to the small balance nature of the loans and lack of updated
operating performance on many of the loans. Loss severities on
smaller balance loans have been higher than typical CMBS loans.
Should additional loans become specially serviced and/or loss
estimates increase further downgrades are possible.
Fitch downgrades the following class:

-- $7.3 million class G to 'Dsf' from 'Csf'; RE 0%

Fitch affirms the following classes and assigns or revises REs:

-- $39.8 million class A at 'Asf'; Outlook Negative;
-- $233.2 million class A1A at 'Asf'; Outlook Negative;
-- $10.2 million class B at 'BBsf'; Outlook Negative;
-- $14.7 million class C at 'CCCsf'; RE 85%.
-- $10.2 million class D at 'CCsf'; RE 0%;
-- $7 million class E at 'CCsf'; RE 0%;
-- $3.8 million class F at 'Csf'; RE 0%;
-- $0 class H at 'Dsf'; RE 0%;
-- $0 class J at 'Dsf'; RE 0%;
-- $0 class K at 'Dsf'; RE 0%;
-- $0 class L at 'Dsf'; RE 0%;
-- $0 class M at 'Dsf'; RE 0%.

Fitch does not rate the class N certificates. Fitch previously
withdrew the rating on the interest-only class X certificates.


ZAIS INVESTMENT IX: S&P Raises Rating on Class A-2 Notes to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 notes from Zais Investment Grade Ltd. IX (Zais IX), a
collateralized debt obligation (CDO) transaction backed by
tranches from other CDOs (see list). Zais Group LLC manages the
transaction.

S&P raised its ratings on the A-1 and A-2 notes primarily on
account of improvements in the underlying collateral.  The
underlying pool of Zais IX currently consists of tranches from
various collateralized loan obligations (CLO).  The underlying CLO
tranches have had significant delevering, leading to better credit
support available across their capital structures.  As a result,
about $124.88 million in par has been upgraded since S&P's last
rating action in April 2012; this upgraded collateral par is about
44% of the current pool.

Zais IX ended its reinvestment period in April 2012 and all
principal proceeds are used to pay down the notes.  The A-1 notes
have delevered a total of $31.93 million since S&P's last rating
action in April 2012, and the notes are currently 51.48% of the
original notional.

Additionally, the transaction has about $17 million in defaulted
assets per the trustee report dated May 2, 2013, which S&P used
for the current rating action.  This number compares to the
$35 million in defaulted assets noted in the March 5, 2012, report
that S&P used for its analysis at the time of the last rating
action in April 2012.

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 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

Zais Investment Grade Ltd. IX

                              Rating
Class                   To           From

A-1                     BBB (sf)     BB+ (sf)
A-2                     BB- (sf)     B (sf)

OTHER RATINGS OUTSTANDING

Zais Investment Grade Ltd. IX

Class                   Rating

B                       CC (sf)
C                       D (sf)
D                       D (sf)


* Moody's Takes Action on $296MM of Prime Jumbo RMBS
----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 59
tranches and upgraded the rating of one tranche, backed by Prime
Jumbo RMBS loans, issued by various issuers.

Complete rating actions are as follows:

Issuer: ABN AMRO Mortgage Corporation, Multi-Class Pass-Through
Certificates, Series 2003-13

Cl. A-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2003-1 Trust

Cl. A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2004-D Trust

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to B3 (sf); previously on May 11, 2012
Downgraded to B2 (sf)

Cl. 5-A-1, Downgraded to B3 (sf); previously on Apr 25, 2011
Downgraded to Ba3 (sf)

Cl. 5-A-2, Downgraded to Caa2 (sf); previously on May 11, 2012
Downgraded to B3 (sf)

Issuer: Banc of America Mortgage 2003-L Trust

Cl. 1-A-2, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to Ba1 (sf)

Cl. 3-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2003-7

Cl. I-A, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. II-A, Upgraded to Baa1 (sf); previously on Mar 13, 2012
Downgraded to Baa2 (sf)

Cl. III-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. IV-AM, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. V-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. VI-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. VII-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. VIII-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns ARM Trust 2004-2

Cl. I-4-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2002-37

Cl. A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-6, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-19, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-20, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-21, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-22, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-31, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-32, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-33, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2002-39

Cl. A-18, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-36, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-37, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-34

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. II-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. D-B-1, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2003-AR20

Cl. I-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. III-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: First Horizon Mortgage Pass-Through Trust 2004-FL1

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-IO, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aaa (sf) Placed Under Review for Possible Downgrade

Cl. III-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aaa (sf) Placed Under Review for Possible Downgrade

Cl. III-A-IO, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: GSR Mortgage Loan Trust 2003-6F

Cl. A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-8, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-9, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades reflect the exposure of the affected
bonds to tail risk due to the pro-rata pay nature of the
transaction. In addition, some downgrades are a result of
deteriorating performance and/or structural features resulting in
higher expected losses for the bonds than previously anticipated.
The upgrade is a result of improving performance of the related
pool and faster pay-down of the bond due to high prepayments.

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

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 Cuts Ratings on 36 Tranches of Alt-A, Option Arm Loans
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 36
tranches backed by Alt-A and Option ARM RMBS loans, issued by 10
RMBS transactions

Complete rating actions are as follows:

Issuer: Bear Stearns ALT-A Trust 2004-2

Cl. I-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: Bear Stearns Asset-Backed Securities Trust 2002-AC1

Cl. PO-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: HarborView Mortgage Loan Trust 2003-3

Cl. 2A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2002-2

Cl. A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Ba1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to B3 (sf); previously on Nov 15, 2012
Downgraded to Ba1 (sf)

Issuer: MASTR Alternative Loan Trust 2002-2

Cl. 1-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-1A, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-1B, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-1C, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-1D, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2003-3

Cl. 1-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-5, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-PO, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Seasoned Securitization Trust 2003-1

Cl. 2-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp 2002-13

Cl. AP, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corporation 2002-6

Cl. 1-A5, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AP(1), Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AP(2), Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AP(3), Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 2002-4H

Cl. 1-A, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 1-AP, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to B3 (sf); previously on Jul 5, 2012
Downgraded to Ba2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. In addition, the downgrades reflect the exposure of the
affected bonds to tail risk due to the pro-rata pay nature of the
transaction.

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

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 Reviews Ratings on $934-Mil. Debts from Various Issuers
-----------------------------------------------------------------
Moody's Investors Service has placed 72 tranches on review for
possible downgrades from 19 transactions issued by various
issuers. The collateral backing these deals consists of first-lien
fixed and adjustable rate mortgage loans insured by the Federal
Housing Administration (FHA) an agency of the U.S. Department of
Urban Development (HUD) or guaranteed by the Veterans
Administration (VA).

Complete rating actions are as follows:

Issuer: CWMBS Re-Performing Loan REMIC Trust Certificates, Series
2002-1

Cl. B-1, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Nov 8, 2012 Downgraded to Ba3 (sf)

Cl. M, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Nov 8, 2012 Downgraded to Baa3 (sf)

Issuer: CWMBS Reperforming Loan REMIC Trust Certificates, Series
2005-R1

Cl. 1A-F1, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 1A-F2, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 1A-S, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 2A-1, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 2A-2, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 2A-PO, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Cl. 2A-IO, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B1 (sf)

Issuer: Fannie Mae REMIC Trust 2001-W3

Cl. M, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa1 (sf)

Cl. B-1, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa2 (sf)

Issuer: Fannie Mae REMIC Trust 2002-W1

Cl. M, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa1 (sf)

Cl. B-1, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Ba1 (sf)

Issuer: Fannie Mae REMIC Trust 2002-W6

Cl. M, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa2 (sf)

Issuer: GSMPS Mortgage Loan Trust 2002-1

Cl. A-1, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to A3 (sf)

Cl. B1, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to Baa2 (sf)

Cl. B2, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to Ba3 (sf)

Issuer: GSMPS Mortgage Loan Trust 2004-4

Cl. 1AF, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. 1AS, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. 1A2, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. 1A3, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. 1A4, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. 2A1, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Issuer: GSMPS Mortgage Loan Trust 2005-LT1

Cl. A-1, A2 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 12, 2011 Downgraded to A2 (sf)

Cl. M-1, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 12, 2011 Downgraded to Baa1 (sf)

Cl. M-2, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Oct 12, 2011 Downgraded to Baa2 (sf)

Issuer: MASTR Reperforming Loan Trust 2006-2

Cl. 1A1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B3 (sf)

Cl. 2A1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 24, 2009 Downgraded to B3 (sf)

Issuer: NAAC Reperforming Loan Remic Trust 2004-R3

Cl. A1, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. AF, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. PT, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. M, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Ba3 (sf)

Cl. AS, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Issuer: NAAC Reperforming Loan Remic Trust Certificates, Series
2004-R2

Cl. A1, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. A2, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. PT, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Cl. A3, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to Baa3 (sf)

Issuer: RBSGC Mortgage Loan Trust 2005-RP1

Cl. II-A, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 30, 2011 Downgraded to Baa2 (sf)

Cl. II-B-1, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 30, 2011 Downgraded to Ba1 (sf)

Cl. II-B-2, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 30, 2011 Downgraded to Ba3 (sf)

Issuer: Reperforming Loan REMIC Trust 2003-R2

Cl. M, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 25, 2011 Downgraded to B3 (sf)

Issuer: Structured Asset Securities Corp 2006-RF3

Cl. 1-A1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 1-A2, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 1-A3, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 1-A4, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 1-AX, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 2-A, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Issuer: Structured Asset Securities Corp 2006-RF4

Cl. 1-A1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 1-AIO, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 2-A1, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 6, 2011 Downgraded to B2 (sf)

Cl. 2-A2, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 2-AX, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Cl. 3-A1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 28, 2009 Downgraded to B3 (sf)

Issuer: Structured Asset Securities Corporation Mortgage Loan
Trust 2004-NP1

Cl. A, Aa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to Aa3 (sf)

Cl. M1, A1 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to A1 (sf)

Cl. M2, A2 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to A2 (sf)

Cl. B, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to A3 (sf)

Issuer: Structured Asset Securities Corporation Mortgage Loan
Trust 2004-NP2

Cl. A, A3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to A3 (sf)

Cl. M1, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to Baa1 (sf)

Cl. M2, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to Baa2 (sf)

Cl. B, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Sep 22, 2011 Downgraded to Baa3 (sf)

Issuer: Union Planters Mortgage Finance Corp., Series 2000-1

Cl. A-1, A2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to A2 (sf)

Cl. B-1, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to Baa2 (sf)

Cl. B-2, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to Baa3 (sf)

Cl. B-3, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to Ba2 (sf)

Cl. PO, A2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 29, 2011 Downgraded to A2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-RP1 Tr

Cl. I-F, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa2 (sf)

Cl. I-HJ, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa2 (sf)

Cl. I-S, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Feb 22, 2012 Downgraded to Ba2 (sf)

Cl. I-B-1, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Ba3 (sf)

Cl. II-A, Baa2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Baa2 (sf)

Cl. II-B-1, Ba2 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 26, 2011 Downgraded to Ba2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of FHA-VA
portfolio and reflect Moody's updated loss expectations on these
pools and the structural nuances of the transactions. The review
for possible downgrades are a result of higher than expected
losses, erosion of credit enhancement supporting some of these
bonds, and loans in foreclosure for an extended period. The
current delinquent pipeline includes loans that have been in
foreclosure for over three years. Moody's believes the severity on
some of these loans could be much higher than the FHA-VA expected
severity. Moody's anticipates resolving its review once greater
clarity is obtained for the transactions in question.

A FHA guarantee covers 100% of a loan's outstanding principal and
a large portion of its outstanding interest and foreclosure-
related expenses in the event that the loan defaults. A VA
guarantee covers only a portion of the principal based on the
lesser of either the sum of the current loan amount, accrued and
unpaid interest, and foreclosure expenses, or the original loan
amount. HUD usually pays claims on defaulted FHA loans when
servicers submit the claims, but can impose significant penalties
on servicers if it finds irregularities in the claim process later
during the servicer audits. This can prompt servicers to push more
expenses to the trust that they deem reasonably incurred than
submit them to HUD and face significant penalty. The rating
actions consider the portion of a defaulted loan normally not
covered by the FHA or VA guarantee and other servicer expenses
they deemed reasonably incurred and passed on to the trust.

The methodology used in these ratings was "FHA-VA 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.

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 Takes Action on 2 Citibank-Sponsored Fund Fee Deals
-------------------------------------------------------------
Moody's Investors Service has taken rating actions on notes issued
by two Hedged Mutual Fund Fee Trusts (HMFFT). These transactions
represent securitizations of 12(b)1 fees and contingent deferred
sales charges generated by specified pools of mutual fund shares
commonly known as "B" shares. Citibank, N.A. is the sponsor of
these transactions.

Complete rating actions are as follows:

Issuer: Hedged Mutual Fund Fee Trust 2006-4

Ser. 2006-4, Upgraded to Baa2 (sf); previously on Jan 31, 2012
Downgraded to Ba1 (sf)

Underlying Rating: Upgraded to Baa2 (sf); previously on Jan 31,
2012 Downgraded to Ba1 (sf)

Issuer: Hedged Mutual Fund Fee Trust 2007-1

Ser. 2007-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012
Downgraded to Caa2 (sf)

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 Downgraded to Caa2 (sf)

Ratings Rationale:

The rating actions are based on a review of modeling results which
indicate improved performance for HMFFT 2006-4 and weakened
performance for HMFFT 2007-1.

The upgraded transaction, Series 2006-4, is expected to have
strong cash flows relative to the outstanding note balance for the
remainder of the deal's life. Moody's expects cash flows of over
1.5 times the outstanding note balance as of the June 4, 2013
remittance date. Series 2006-4 can withstand double digit declines
in NAV and still fully pay down the notes.

The downgraded transaction, Series 2007-1, exhibits weak cash flow
projections for its remaining life relative to the outstanding
note balance. Moody's expected cash flows are in the area of 65%
to 70% of the outstanding note balance as of the June 4, 2013
remittance date. Moody's estimates that a substantial double-digit
market value increase in net assets would likely be needed to
fully pay down its notes, keeping share holding patterns constant.

Parameter Sensitivity -- As of the June 4, 2013 remittance date,
ratings on the notes may be downgraded if year over year market
value declines in net assets reach 40% for Series 2006-4 and 10%
for Series 2007-1.

Methodology

In analyzing transaction performance, Moody's analysis was driven
by the impact of potential fluctuation in equity and bond markets
on the NAV of the underlying mutual fund shares and consequently
the ability of the underlying shares to generate fee income to pay
down the notes. NAV in the transactions is also impacted by
various other factors that relate to share holding dynamics such
as conversion features (conversion of Class B shares to another
class of shares approximately eight years after purchase),
redemption rates, reinvestment rates and waived fees. Moody's
generally held these shareholding factors constant to historical
projections, and focused its analysis on the impact of change in
NAV due to a change in the equity and bond markets. Changes in
resulting cash flows from the 12(b)1 fees and contingent deferred
sales charges generated by the assets were compared to the note
balance in each transaction.

In projecting the cash flows Moody's also looked at the breakeven
constant rate of change in NAV due to market fluctuation that
would allow the notes to be paid in full. Parameters relating to
share dynamics (such as conversion features, redemption rates,
reinvestment rates, and waived fees) were estimated based on
historic experience. The expected cash flows were applied towards
note interest and principal payments, and the expected loss and
frequency of default on the notes were calculated under each NAV
path. The expected loss and frequency of default were then
compared to standard tables to obtain rating estimates.

Equity and Bond market volatility or a shift in shareholding
pattern from historical experience might cause future rating
volatility.

The transactions listed are wrapped by a financial guarantor. The
current ratings on the securities are consistent with Moody's
practice of rating insured securities at the higher of (1) the
guarantor's insurance financial strength rating and (2) the
underlying rating, based on Moody's modified approach to rating
structured finance securities wrapped by financial guarantors.

As part of evaluating the current rating for the security, Moody's
Investors Service also reviewed the underlying rating. The
underlying rating reflects the intrinsic credit quality of the
security in the absence of the guarantee.


* Moody's Takes Action on $217MM of Subprime RMBS from 1998-2007
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches, upgraded the ratings of 11 tranches, and confirmed the
rating of one tranche backed by Subprime RMBS loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Structured Products Trust 2007-EMX1

Cl. A-1, Confirmed at A1 (sf); previously on Jan 10, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-2, Upgraded to Ba1 (sf); previously on Sep 10, 2012
Confirmed at Ba3 (sf)

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB3

Cl. M-1, Downgraded to A3 (sf); previously on Jan 10, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Upgraded to Baa1 (sf); previously on Mar 10, 2011
Downgraded to Ba1 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on Jun 13, 2012
Confirmed at B3 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on Mar 10, 2011
Downgraded to C (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2004-15

Cl. MF-1, Upgraded to B3 (sf); previously on Apr 16, 2012
Downgraded to Caa2 (sf)

Cl. MV-2, Downgraded to A3 (sf); previously on Jan 10, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-4, Upgraded to A2 (sf); previously on Mar 17, 2011
Downgraded to Baa3 (sf)

Cl. AF-5, Upgraded to Ba1 (sf); previously on Apr 16, 2012
Downgraded to B1 (sf)

Cl. AF-6, Upgraded to Baa2 (sf); previously on Apr 16, 2012
Downgraded to Ba3 (sf)

Issuer: Metropolitan Asset Funding, Inc. II Series, 1998-A

X, Downgraded to B3 (sf); previously on Feb 22, 2012 Downgraded to
B1 (sf)

B-1, Downgraded to B1 (sf); previously on Jan 10, 2013 Aa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Metropolitan Asset Funding, Inc. II, Series 1999-B

B-1, Downgraded to A3 (sf); previously on Jan 10, 2013 Aa3 (sf)
Placed Under Review for Possible Downgrade

Issuer: Saxon Asset Securities Trust 1999-3

MF-2, Downgraded to A3 (sf); previously on Jan 10, 2013 A2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Soundview Home Loan Trust 2004-1

Cl. M-1, Downgraded to B1 (sf); previously on May 4, 2012
Downgraded to A2 (sf)

Cl. M-2, Downgraded to B1 (sf); previously on Jan 10, 2013 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to B1 (sf); previously on May 4, 2012
Downgraded to Ba2 (sf)

Cl. M-4, Downgraded to B1 (sf); previously on Mar 13, 2011
Downgraded to Ba3 (sf)

Cl. M-5, Upgraded to B3 (sf); previously on Mar 13, 2011
Downgraded to Caa2 (sf)

Cl. M-6, Upgraded to Caa2 (sf); previously on Mar 13, 2011
Downgraded to Ca (sf)

Cl. M-7, Upgraded to Ca (sf); previously on Mar 13, 2011
Downgraded to C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades are primarily a result of existing
interest shortfalls and a weak interest shortfall reimbursement
mechanism. The upgrades are primarily a result of improving
performance of the related pools.

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

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 Downgrades Ratings on Alt-A RMBS Issued from 2001-2002
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 27
tranches backed by Alt-A loans, issued by various issuers.

Complete rating actions are as follows:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2001-26

Cl. A-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-24

Cl. I-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-B-1, Downgraded to Ba2 (sf); previously on Jul 16, 2012
Downgraded to Baa3 (sf)

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-29

Cl. I-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-B-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. I-B-2, Downgraded to Caa1 (sf); previously on Jul 16, 2012
Downgraded to B3 (sf)

Cl. I-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-30

Cl. I-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. I-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. II-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2001-QS18 Trust

Cl. A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2002-QS1 Trust

Cl. A-9, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2002-QS2 Trust

Cl. A-3, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2002-QS5 Trust

Cl. A-4, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-12, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2002-QS7 Trust

Cl. A-7, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-8, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-16, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2002-QS9 Trust

Cl. A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades reflect the exposure of the affected
bonds to tail risk due to the pro-rata pay nature of the
transaction. The ratings of these securities are being capped to
A3 (sf) or below due to the tail risk.

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

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 Hikes Ratings on $2BB Subprime RMBS from 2005-2006
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 48 tranches
backed by subprime loans, issued by various issuers.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE7

Cl. A-1B2, Upgraded to Ba1 (sf); previously on Jul 20, 2012
Upgraded to Ba3 (sf)

Cl. A-2D, Upgraded to Ba1 (sf); previously on Jul 20, 2012
Upgraded to Ba3 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to C (sf)

Issuer: Ameriquest Mortgage Securities Inc., Series 2005-R11

Cl. A-2D, Upgraded to A1 (sf); previously on Jul 18, 2011
Downgraded to A3 (sf)

Cl. M-1, Upgraded to Ba1 (sf); previously on Apr 14, 2010
Downgraded to Ba3 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Apr 14, 2010
Downgraded to Caa2 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Jul 18, 2011
Downgraded to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE11

Cl. A-3, Upgraded to A1 (sf); previously on Jul 31, 2012 Upgraded
to A3 (sf)

Cl. M-1, Upgraded to B1 (sf); previously on May 21, 2010
Downgraded to B3 (sf)

Cl. M-2, Upgraded to Caa3 (sf); previously on Jul 18, 2011
Downgraded to C (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC1

Cl. A-3, Upgraded to B1 (sf); previously on Apr 29, 2010
Downgraded to B3 (sf)

Cl. A-4, Upgraded to Caa1 (sf); previously on Jul 31, 2012
Confirmed at Ca (sf)

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE3

Cl. A-3, Upgraded to Baa2 (sf); previously on Jul 19, 2012
Upgraded to Ba3 (sf)

Cl. A-4, Upgraded to Ba3 (sf); previously on Jul 19, 2012 Upgraded
to Caa1 (sf)

Cl. M-1, Upgraded to Caa3 (sf); previously on Apr 6, 2010
Downgraded to C (sf)

Issuer: CSFB Home Equity Asset Trust 2005-8

Cl. 1-A-1, Upgraded to A1 (sf); previously on Jul 20, 2012
Upgraded to A3 (sf)

Cl. 2-A-4, Upgraded to A1 (sf); previously on Jul 20, 2012
Upgraded to A3 (sf)

Cl. M-1, Upgraded to B1 (sf); previously on Jul 20, 2012 Confirmed
at Caa1 (sf)

Cl. M-2, Upgraded to Ca (sf); previously on May 5, 2010 Downgraded
to C (sf)

Issuer: CSFB Home Equity Asset Trust 2006-2

Cl. 1-A-1, Upgraded to Caa1 (sf); previously on Jul 20, 2012
Confirmed at Caa3 (sf)

Cl. 2-A-3, Upgraded to A1 (sf); previously on Jul 20, 2012
Upgraded to Baa1 (sf)

Cl. 2-A-4, Upgraded to Caa3 (sf); previously on May 5, 2010
Downgraded to C (sf)

Issuer: CSFB Home Equity Asset Trust 2006-4

Cl. 2-A-3, Upgraded to A2 (sf); previously on Jul 20, 2012
Upgraded to Baa2 (sf)

Cl. 2-A-4, Upgraded to Ca (sf); previously on May 5, 2010
Downgraded to C (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-12

Cl. 1-A-3, Upgraded to A3 (sf); previously on Apr 14, 2010
Downgraded to Baa3 (sf)

Cl. 1-A-4, Upgraded to Baa1 (sf); previously on Jul 20, 2012
Confirmed at Ba1 (sf)

Cl. 1-A-5, Upgraded to Baa1 (sf); previously on Jul 20, 2012
Confirmed at Ba1 (sf)

Cl. 1-A-6, Upgraded to Baa1 (sf); previously on Jul 20, 2012
Upgraded to Baa3 (sf)

Cl. 2-A-3, Upgraded to Ba3 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Underlying Rating: Upgraded to Ba3 (sf); previously on Jul 15,
2011 Downgraded to B2 (sf)

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Cl. 2-A-4, Upgraded to Ba3 (sf); previously on Jul 20, 2012
Confirmed at Caa1 (sf)

Cl. 3-A, Upgraded to A2 (sf); previously on Jul 15, 2011
Downgraded to Baa1 (sf)

Cl. 4-A, Upgraded to Ba3 (sf); previously on Jul 20, 2012
Confirmed at B2 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Jul 20, 2012 Confirmed
at Caa2 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-8

Cl. M-1, Upgraded to A3 (sf); previously on Jul 24, 2012 Upgraded
to Baa2 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Jul 24, 2012 Upgraded
to B3 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Jul 24, 2012 Confirmed
at C (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

Cl. 2-A-1, Upgraded to A3 (sf); previously on Jul 24, 2012
Confirmed at Baa2 (sf)

Cl. 2-A-2, Upgraded to Baa1 (sf); previously on Jul 24, 2012
Confirmed at Baa3 (sf)

Underlying Rating: Upgraded to Baa1 (sf); previously on Jul 24,
2012 Confirmed at Baa3 (sf)

Financial Guarantor: Syncora Guarantee Inc. (Insured Rating
Withdrawn Nov 08, 2012)

Cl. 3-A-3, Upgraded to A1 (sf); previously on Jul 24, 2012
Upgraded to A2 (sf)

Cl. M-1, Upgraded to B2 (sf); previously on Jul 24, 2012 Confirmed
at Caa1 (sf)

Cl. M-2, Upgraded to Ca (sf); previously on Jul 24, 2012 Confirmed
at C (sf)

Issuer: Long Beach Mortgage Loan Trust 2005-WL3

Cl. I-A4, Upgraded to Baa1 (sf); previously on Jul 31, 2012
Confirmed at Ba1 (sf)

Underlying Rating: Upgraded to Baa1 (sf); previously on Jul 31,
2012 Confirmed at Ba1 (sf)

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Cl. M-1, Upgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to Ca (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC1

Cl. A-4, Upgraded to Ba1 (sf); previously on Dec 28, 2010 Upgraded
to B1 (sf)

Issuer: New Century Home Equity Loan Trust 2005-4

Cl. A-2c, Upgraded to A1 (sf); previously on Jul 31, 2012
Confirmed at A3 (sf)

Cl. M-1, Upgraded to A3 (sf); previously on Jul 31, 2012 Upgraded
to Ba1 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Jul 31, 2012 Upgraded
to Caa1 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Jul 31, 2012 Confirmed
at C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or building credit enhancement on the bonds.

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

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 Takes Action on $2BB Prime Jumbo RMBS for 1992 to 2005
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 34
tranches and confirmed the ratings of four tranches backed by
Prime Jumbo RMBS loans, issued by Coast S&L, Real Estate Synthetic
Investment Securities and RESI Finance Limited Partnership.

Complete rating actions are as follows:

Issuer: Coast S&L 1992-01

A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2 (sf)
Placed Under Review for Possible Downgrade

B-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3 (sf)
Placed Under Review for Possible Downgrade

Issuer: Real Estate Synthetic Investment Securities, Series 2005-B

Class A4 Notes, Confirmed at Aa3 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Issuer: RESI Finance Limited Partnership 2003-A/RESI Finance DE
Corporation 2003-A, Series 2003-A

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 Aaa (sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. B3, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: RESI Finance Limited Partnership 2003-B

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: RESI Finance Limited Partnership 2003-C/RESI Finance DE
Corporation 2003-C, Series 2003-C

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. B3, Downgraded to Ba3 (sf); previously on Apr 10, 2012
Confirmed at Ba1 (sf)

Cl. B4, Downgraded to B2 (sf); previously on Apr 10, 2012
Confirmed at Ba3 (sf)

Cl. B5, Downgraded to Caa1 (sf); previously on Apr 10, 2012
Confirmed at B2 (sf)

Issuer: RESI Finance Limited Partnership 2003-CB1/RESI Finance DE
Corporation 2003-CB1

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 Aaa (sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. B3, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B5, Downgraded to Baa2 (sf); previously on Apr 21, 2011
Downgraded to Baa1 (sf)

Cl. B6, Downgraded to Ba1 (sf); previously on Apr 10, 2012
Downgraded to Baa3 (sf)

Issuer: RESI Finance Limited Partnership 2003-D RESI Finance
Limited Partnership 2003-D/RESI Finance DE Corporation 2003-D

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 A1 (sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Ba1 (sf); previously on Jun 5, 2013
Downgraded to Baa2 (sf)

Cl. B3, Downgraded to B2 (sf); previously on Jun 5, 2013
Downgraded to Ba3 (sf)

Cl. B4, Downgraded to Caa2 (sf); previously on Jun 5, 2013
Downgraded to B1 (sf)

Cl. B5, Downgraded to Caa3 (sf); previously on Jul 27, 2012
Downgraded to B3 (sf)

Issuer: RESI Finance Limited Partnership 2004-A RESI Finance
Limited Partnership 2004-A/RESI Finance DE Corporation 2004-A

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 A1 (sf) Placed Under Review for Possible Downgrade

Cl. B3, Downgraded to Caa1 (sf); previously on Feb 15, 2013
Downgraded to B3 (sf)

Cl. B4, Downgraded to Caa3 (sf); previously on Feb 15, 2013
Downgraded to Caa1 (sf)

Issuer: RESI Finance Limited Partnership 2004-B RESI Finance
Limited Partnership 2004-B/RESI Finance DE Corporation 2004-B

Cl. B3, Downgraded to Caa2 (sf); previously on Dec 4, 2012
Downgraded to Caa1 (sf)

Issuer: RESI Finance Limited Partnership 2004-C RESI Finance
Limited Partnership 2004-C/RESI Finance DE Corporation 2004-C

Class A5 Notes, Downgraded to Baa1 (sf); previously on Jun 19,
2013 Aa3 (sf) Placed Under Review for Possible Downgrade

Issuer: RESI Finance Limited Partnership 2005-A

Class A4 Notes, Confirmed at Aa1 (sf); previously on Jun 19, 2013
Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Caa3 (sf); previously on Jul 21, 2011
Downgraded to B3 (sf)

Issuer: RESI Finance Limited Partnership 2005-C

Cl. A-4, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Issuer: RESI Finance Limited Partnership 2005-D, Real Estate
Synthetic Investment Securities, Series 2005-D

Cl. A4 Notes, Confirmed at A2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. In addition, the downgrades reflect the exposure of the
affected bonds to tail risk due to the pro-rata pay nature of the
transaction.

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

The RESI transactions are synthetic transactions backed by
portfolios of prime jumbo collateral. These transactions provide
the owner of the mortgages (the "Protection Buyer") credit
protection through a credit default swap with the issuer (the
"Protection Seller") of the notes. The reference portfolio of the
transactions include prime conforming and nonconforming fixed-rate
and adjustable-rate mortgages purchased from various originators.

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.


* S&P Lowers 296 Ratings on 204 U.S. RMBS Deals to 'D(sf)'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 296 classes of mortgage pass-through certificates from 204 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2000 and 2009.

The complete ratings list is available in "U.S. RMBS Classes
Affected By The June 24, 2013, Rating Actions," published on
RatingsDirect on the Global Credit Portal, at
www.globalcreditportal.com.  The list is also available on
Standard & Poor's Web site, at www.standardandpoors.com.  On the
home page, select "Ratings Actions" on the left side of the page,
then locate the document on the Press Releases tab.  The
downgrades reflects S&P's assessment of the impact that principal
write-downs had on the affected classes during recent remittance
periods.  Before the rating actions, it rated all classes in this
review 'CCC (sf)' or 'CC (sf)' except for one class, which S&P
rated 'A+(sf)'.  S&P removed this rating from CreditWatch
negative.

Approximately 59.46% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral.  The 296 defaulted classes consist of
the following:

   -- 89 classes from Alt-A transactions (30.07% of all defaults);

   -- 87 classes from prime jumbo transactions (29.39%);

   -- 73 from subprime transactions (24.66%);

   -- 33 from RMBS negative amortization transactions (11.15%);

   -- Eight from resecuritized real estate mortgage investment
      conduit (re-REMIC) transactions;

   -- Two from reperforming transactions;

   -- Two from first-lien High LTV transactions;

   -- One from outside the guidelines transaction and

   -- One from a closed end second-lien transaction

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate according to its
criteria.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


* S&P Lowers 47 Ratings on 34 US RMBS Second-Lien and HELOC Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 47
classes from 26 U.S. residential mortgage-backed securities (RMBS)
transactions, removing 15 of them from CreditWatch with developing
implications and 25 of them from CreditWatch with negative
implications, and keeping five of them on CreditWatch negative.
S&P also raised its ratings on nine classes, removing eight of
them from CreditWatch developing and one of them from CreditWatch
negative.  In addition, S&P affirmed its ratings on 24 classes,
removing nine of them from CreditWatch developing and six of them
from CreditWatch negative.  Lastly, S&P withdrew its ratings on
two classes from two transactions according to our interest-only
criteria.

The rating actions follows S&P's recently implemented revised
criteria for the surveillance of pre-2009 RMBS transactions backed
by second-lien mortgage loans, which include closed-end second-
lien loans, home equity line of credit (HELOC) loans, and second-
lien high-combined loan-to-value (HLTV) loan.

S&P reviewed 82 ratings from 34 U.S. RMBS transactions issued
between 2000 and 2007 that are backed primarily by adjustable- and
fixed-rate closed-end second-lien and second-lien HLTV mortgage
loans on one- to four-family residential properties.  Some of the
transactions S&P reviewed are also partially secured by second-
lien HELOC loans.

On March 29, 2013, S&P placed its ratings on 71 classes from 32
transactions within this review on CreditWatch negative or
developing, along with ratings from another group of RMBS
securities backed by second-lien mortgage loans.  CreditWatch
negative placements accounted for approximately 62% of the total
CreditWatch actions, while CreditWatch developing placements
totaled approximately 37%.  The high number of CreditWatch
negative placements reflected S&P's view that the credit support
available for the majority of the classes was insufficient to
withstand its revised projected losses for their respective rating
category.  S&P completed its review using the new methodology and
assumptions, and the rating actions resolve some of the
CreditWatch placements; an overview of the directional change of
the CreditWatch resolutions is shown in table 1.

Table 1
CreditWatch Action Summary
                              3 or fewer       More than 3
From         Affirmations      notches           notches
                             Up      Down      Up     Down
                             ------------      -----------
Watch Neg               6     0         8       1       17
Watch Dev               9     5        12       3        3

Table 2
                                                    No. deals/
                                                    structures
Shelf Name                                            reviewed
ACE Securities Corp. Home Equity Loan Trust (ACE0)         2/2
Conseco Finance Home Improvement Loan Trust (COHI)         1/1
Credit Suisse First Boston Mtg Sec. Corp. (CSF0)           1/1
CWABS (CWH0)                                               3/3
DLJ ABS Trust (DLJ0)                                       1/1
First Franklin Mortgage Loan Trust (FFML)                  5/5
GMACM Home Equity Loan Trust (GMHE)                        3/3
GMACM Home Loan Trust (GMLT)                               4/4
GRMT Mortgage Pass-Through Certificates (GRMT)             1/1
Home Equity Mortgage Trust (HEMT)                          9/9
Irwin (IRHE)                                               2/3
Merrill Lynch Mortgage Investors Trust (MLHE)              2/2

Table 3
Summary of Rating Actions By Shelf

Shelf        No. IG       No. SG     No. IG      No. down/up
name       affirmed     affirmed      to SG       >3 notches
ACE0              2            0          0              0/0
COHI              1            0          1              1/0
CSF0              0            0          0              2/0
CWH0              3            1          4              4/0
DLJ0              0            0          1              1/0
FFML              0            1          3              3/0
GMHE              2            0          0              0/1
GMLT              3            0          1              1/1
GRMT              1            1          1              0/0
HEMT              4            2          9             10/0
IRHE              0            3          0              0/2
MLHE              0            0          1              0/0

IG-Investment grade.
SG-Speculative grade.

Of the 47 downgrades, S&P lowered 21 ratings out of investment-
grade, with 17 ratings remaining at investment-grade after being
lowered.  The remaining downgraded classes already had
speculative-grade ratings before the actions.  Senior tranches
accounted for 12 of the lowered ratings.

The downgrades stemmed primarily from increased loss projections
due based on longer loss horizons and the roll-rates applied to
non-delinquent loans, as well as an increase in S&P's default
multiples applied to each rating category, including increased
stress multiples applied to ratings 'A (sf)' and above.  In
addition, nine classes whose ratings were in the 'AA' and 'AAA'
rating categories were lowered to 'A+ (sf)' due to the new ratings
cap.  As specified in the criteria, the ratings for classes in
pre-2009 second-lien transactions will generally be limited to 'A+
(sf)'.  There are limited cases in which S&P may assign a rating
above 'A+ (sf)', but only if the following conditions are present:

   -- S&P's forward-looking projection at the applicable rating
      level indicates the security will be paid in full within 12-
      24 months, and the transaction benefits from hard credit
      enhancement (i.e., not including excess spread) that is
      equal to at least 2x the level of total credit enhancement
      needed to support a 'AA' or 'AAA' rating for that
      transaction; or if such a security is projected to be paid
      in full in less than one year, it would need to have hard
      credit support equal to at least 1.5x the level of credit
      enhancement needed to support a 'AA' or 'AAA' rating.

   -- The collateral pool performance trend is not deteriorating.

"Based on our criteria, the total cumulative losses experienced by
a collateral pool is used to determine its risk score, which in
turn is used to determine the default rates applied to the pool's
non-delinquent and delinquent loans.  However, five of the lowered
ratings from three transactions, which remain on CreditWatch
negative, benefit from a pool policy and/or seller's loss coverage
(where the issuer makes payments to the trust fund to the extent
of any realized losses on the mortgage loans after the application
of the liquidation proceeds and any pool policy payments) and have
reported cumulative losses that do not fully indicate collateral
performance.  Therefore, we plan to resolve the CreditWatch
placements in the next several months by adding the amounts drawn
on each collateral pool's respective pool policy or seller's loss
coverage to the reported cumulative loss amounts to determine the
collateral pool's actual cumulative losses, which may result in
higher risk scores and higher projected default rates," S&P said.

"Despite the increase in remaining projected losses for a majority
of the transactions, we raised our ratings on nine classes from
eight transactions and removed eight of them from CreditWatch
developing and one from CreditWatch negative.  The upgrades
reflect sufficient projected credit enhancement to support
projected losses at the respective rating level; however, no
class's rating was raised higher than 'A+ (sf)'.  Some of these
classes are the senior-most tranches outstanding in their
respective transactions.  Some transactions, especially those from
the pre-2005 vintages, are exhibiting better pool performance than
others.  The upgrades also reflect the structural mechanics of
these transactions, including situations where cumulative loss
triggers embedded in the deals have failed, causing principal to
be distributed sequentially, which helps prevent credit support
erosion and increases the likelihood that these tranches will
receive their full share of principal payments before our
projected losses are realized.  Other classes have been upgraded
due to an extended loss horizon that increases the excess spread
available for credit support in our projections.  Our rating on
class II-A-1 from Irwin Home Equity Loan Trust was initially
placed on CreditWatch negative because the transaction is
undercollateralized.  However class A-1 cannot take write-downs
until the transaction's final period and is also projected to
payoff within the next year.  We therefore raised this rating to
'A+ (sf)' from 'B (sf)' and removed it from CreditWatch negative,"
S&P added.

S&P affirmed its ratings on 24 classes from 16 transactions,
including seven classes rated 'CCC (sf)' or 'CC (sf)'.  S&P
believes that the projected credit support for these classes will
remain insufficient to cover the revised projected losses.
Conversely, the affirmations for classes with ratings above 'CCC
(sf)' reflect S&P's opinion that the credit support for these
classes will remain sufficient to cover the revised projected
losses.

S&P withdrew its ratings on two classes from two transactions
according to its interest-only criteria.

In line with S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

Subordination, overcollateralization (when available), and excess
interest (as applicable) generally provide credit support for
these transactions.  Some transactions benefit from pool policies
or seller's loss coverage.  Some classes might also benefit from
bond insurance.  In these cases, the long-term rating on the class
reflects the higher of the rating on the bond insurer and the
underlying credit rating on the security without the benefit of
such bond insurance.

                         ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine their
relative credit quality and the potential impact on rated
securities, the degree of remaining losses stems, to a certain
extent, from S&P's outlook regarding the behavior of such loans in
conjunction with expected economic conditions.  Overall, Standard
& Poor's baseline macroeconomic outlook assumptions for variables
that it believes could affect residential mortgage performance are
as follows:

   -- S&P's unemployment rate forecast is 7.4% for 2013 and 6.7%
      for 2014, compared with the actual 8.1% rate in 2012.

   -- Home prices will increase 11% in 2013, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index.

   -- Real GDP growth will be 2.5% in 2013 and 3.2% in 2014.

   -- The 30-year mortgage rate will average 3.4% for 2013 and
      reach slightly higher levels in 2014.

   -- Inflation will be 1.4% in 2013 and 1.8% in 2014.

Overall, S&P's outlook for RMBS is stable.  Although S&P views
overall housing fundamentals  positively, it believes RMBS
fundamentals still hinge on additional factors, such as the
ultimate fate of modified loans, the propensity of servicers to
advance on delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve mildly.  However, if a downside
scenario were to occur in the U.S. in line with Standard & Poor's
forecast, it believes that the credit quality of U.S. RMBS would
weaken.  S&P's downside scenario incorporates the following key
assumptions:

   -- Home prices once again decline as a result of higher
      defaults, additional shadow inventory, and less purchase
      activity.

   -- Total unemployment increases modestly in 2013 to 8.6%, but
      rises to 9% in 2014 and job growth would slow to almost zero
      in 2013 and 2014.

   -- Downward pressure causes less than 1% GDP growth in 2013 and
      2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall below 3% in 2013, but
      capitalizing on such lower rates could be hampered by
      limited access to credit and pressure on home prices.

          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

Conseco Finance Home Improvement Loan Trust 2000-E
                                     Rating
Class      CUSIP       To                   From
M-1        20846QEF1   A+ (sf)              AA (sf)/Watch Dev
M-2        20846QEG9   A (sf)               A (sf)/Watch Dev
B-1        20846QEH7   B- (sf)              BBB (sf)/Watch Neg

Credit Suisse First Boston Mortgage Securities Corp. (Series 2001-
S6)
                               Rating
Class      CUSIP       To                   From
II-P       22540AH35   A+ (sf)              AAA (sf)/Watch Neg
B-1        22540AH68   A+ (sf)              AAA (sf)/Watch Neg
XB-1       22540AH76   NR                   AAA (sf)/Watch Neg

CWABS Inc. (Series 2003-S1)
                               Rating
Class      CUSIP       To                   From
A-5        126671ZP4   A+ (sf)/Watch Neg    AA+ (sf)/Watch Neg
A-IO       126671ZQ2   NR                   AA+ (sf)/Watch Neg
M-1        126671ZS8   BBB+ (sf)/Watch Neg  A+ (sf)/Watch Neg

CWABS Inc. (Series 2003-S2)
                               Rating
Class      CUSIP       To                   From
A-4        126671P34   A+ (sf)              A+ (sf)/Watch Neg
A-5        126671P42   A+ (sf)              A+ (sf)/Watch Neg
M-1        126671P67   A+ (sf)              A+ (sf)/Watch Neg
M-2        126671P75   BBB- (sf)            A (sf)/Watch Neg
B-1        126671P83   BB+ (sf)             BBB (sf)/Watch Neg

CWABS Inc. (Series 2003-SC1)
                               Rating
Class      CUSIP       To                   From
M-1        126671U79   A+ (sf)              AA+ (sf)/Watch Dev
M-2        126671U87   BB+ (sf)             A+ (sf)/Watch Neg
M-3        126671U95   BB (sf)              A (sf)/Watch Dev
M-4        126671V29   B- (sf)              A- (sf)/Watch Neg
B          126671V45   CCC (sf)             B (sf)/Watch Dev

DLJ ABS Trust Series 2000-6
                               Rating
Class      CUSIP       To                   From
M-2        23324VAC6   BBB+ (sf)            A+ (sf)/Watch Neg
B-1        23324VAD4   B+ (sf)              BBB- (sf)/Watch Dev

FFMLT 2007-FFB-SS
                               Rating
Class      CUSIP       To                   From
A          30248EAA6   CCC (sf)             B (sf)/Watch Neg

First Franklin Mortgage Loan Trust 2002-FFA
                               Rating
Class      CUSIP       To                   From
M-1        32027NBA8   BBB (sf)             BB (sf)/Watch Dev
M-2        32027NBB6   CCC (sf)             B- (sf)/Watch Neg

First Franklin Mortgage Loan Trust 2003-FFA
                               Rating
Class      CUSIP       To                   From
I-B-1      22541ND48   A+ (sf)/Watch Neg    AAA (sf)/Watch Neg
I-B-2      22541NF46   A+ (sf)/Watch Neg    AA+ (sf)/Watch Neg
I-B-3      22541ND55   CCC (sf)             B- (sf)/Watch Dev

First Franklin Mortgage Loan Trust 2004-FFB
                               Rating
Class      CUSIP       To                   From
M-4        22541SRC4   BB+ (sf)/Watch Neg   A (sf)/Watch Neg

First Franklin Mortgage Loan Trust 2004-FFC
                               Rating
Class      CUSIP       To                   From
B-1        32027NPX3   A+ (sf)              A (sf)/Watch Dev
B-2        32027NPY1   BB+ (sf)             BBB (sf)/Watch Dev
B-3        32027NQA2   B- (sf)              BBB- (sf)/Watch Neg

GMACM Home Equity Loan Trust 2002-HE4
                               Rating
Class      CUSIP       To                   From
A-2        361856CF2   A+ (sf)              BBB- (sf)/Watch Dev

GMACM Home Equity Loan Trust 2003-HE2
                               Rating
Class      CUSIP       To                   From
A-4        361856CP0   BBB- (sf)            BBB- (sf)/Watch Dev
A-5        361856CQ8   BBB- (sf)            BBB- (sf)/Watch Dev

GMACM Home Equity Loan Trust 2007-HE3
                               Rating
Class      CUSIP       To                   From
I-A-1      36186MAA9   CCC (sf)             B- (sf)/Watch Neg
I-A-2      36186MAB7   CC (sf)              CCC (sf)
II-A-1     36186MAC5   CCC (sf)             B (sf)/Watch Neg
II-A-2     36186MAD3   CC (sf)              CCC (sf)

GMACM Home Loan Trust 2001-HLTV1
                               Rating
Class      CUSIP       To                   From
A-I-7      36185HCY7   A+ (sf)              A+ (sf)/Watch Neg

GMACM Home Loan Trust 2001-HLTV2
                               Rating
Class      CUSIP       To                   From
A-I        36185HDG5   A- (sf)              A- (sf)/Watch Dev

GMACM Home Loan Trust 2002-HLTV1
                               Rating
Class      CUSIP       To                   From
A-I        36185HDQ3   A- (sf)              A- (sf)/Watch Dev

GMACM Home Loan Trust 2006-HLTV1
                               Rating
Class      CUSIP       To                   From
A-4        36185HEJ8   A+ (sf)              BBB- (sf)/Watch Dev
A-5        36185HEK5   CCC (sf)             BBB- (sf)/Watch Neg

GRMT Mortgage Loan Trust 2001-1
                               Rating
Class      CUSIP       To                   From
A-5NAS     36226MAE3   A+ (sf)              A+ (sf)/Watch Neg
M-1        36226MAF0   BBB+ (sf)            A (sf)/Watch Dev
M-2        36226MAG8   BB+ (sf)             BBB (sf)/Watch Dev
B          36226MAH6   BB (sf)              BB (sf)/Watch Dev

Home Equity Mortgage Trust 2003-6
                               Rating
Class      CUSIP       To                   From
M-2        22541QG97   BBB+ (sf)            A (sf)/Watch Dev
B-1        22541QH21   BBB (sf)             BBB (sf)/Watch Dev
B-2        22541QH39   BBB (sf)             BBB (sf)/Watch Dev

Home Equity Mortgage Trust 2004-2
                               Rating
Class      CUSIP       To                   From
M-2        22541SES3   A+ (sf)              A (sf)/Watch Dev
B-1        22541SET1   BB+ (sf)             BBB+ (sf)/Watch Dev

Home Equity Mortgage Trust 2004-3
                               Rating
Class      CUSIP       To                   From
M-3        22541SLU0   A+ (sf)              A+ (sf)/Watch Dev
M-4        22541SLV8   BBB- (sf)            A (sf)/Watch Dev
M-5        22541SLW6   B- (sf)              A- (sf)/Watch Neg

Home Equity Mortgage Trust 2004-4
                               Rating
Class      CUSIP       To                   From
M-3        22541SYL6   BBB- (sf)            A+ (sf)/Watch Neg
M-4        22541SYM4   B+ (sf)              A+ (sf)/Watch Neg
M-5        22541SYN2   B- (sf)              A (sf)/Watch Neg

Home Equity Mortgage Trust 2004-5
                               Rating
Class      CUSIP       To                   From
M-1        22541SJ90   A+ (sf)              AA+ (sf)/Watch Dev
M-2        22541SK23   CC (sf)              B- (sf)/Watch Neg

Home Equity Mortgage Trust 2004-6
                               Rating
Class      CUSIP       To                   From
M-2        22541S3C0   BB+ (sf)             A+ (sf)/Watch Neg

Home Equity Mortgage Trust 2005-1
                               Rating
Class      CUSIP       To                   From
M-5        225458CW6   A+ (sf)              A (sf)/Watch Dev
M-6        225458CX4   BB+ (sf)             A- (sf)/Watch Neg

Home Equity Mortgage Trust 2005-4
                               Rating
Class      CUSIP       To                   From
A-4        2254584W5   A+ (sf)              A+ (sf)/Watch Neg
M-1        2254584D7   CCC (sf)             A+ (sf)/Watch Neg

Home Equity Mortgage Trust 2005-5
                               Rating
Class      CUSIP       To                   From
A-1A       225470QV8   CCC (sf)             A+ (sf)/Watch Neg
A-1F2      225470RR6   CCC (sf)             A+ (sf)/Watch Neg

Irwin Home Equity Loan Trust 2007-1
                               Rating
Class      CUSIP       To                   From
IIA-1      46412RAB1   A+ (sf)              B (sf)/Watch Neg

Irwin Whole Loan Home Equity Trust 2003-B
                               Rating
Class      CUSIP       To                   From
IA         464187AR4   A+ (sf)              AA (sf)/Watch Dev
M          464187AV5   A+ (sf)              A (sf)/Watch Dev
B          464187AW3   A+ (sf)              BBB (sf)/Watch Dev

Merrill Lynch Mortgage Investors Trust (Series 2006-SL1)
                               Rating
Class      CUSIP       To                   From
A          59020U2N4   BBB+ (sf)            A+ (sf)/Watch Neg

Merrill Lynch Mortgage Investors Trust (Series 2004-SL2)

                               Rating
Class      CUSIP       To                   From
B-2        59020UKJ3   BB+ (sf)             BBB (sf)/Watch Dev


RATINGS AFFIRMED

ACE Securities Corp. Home Equity Loan Trust (Series 2007-SL2)
Class      CUSIP       Rating
A-1        00443WAA2   AA- (sf)

ACE Securities Corp. Home Equity Loan Trust (Series 2007-SL3)
Class      CUSIP       Rating
A          00443YAA8   AA- (sf)

CWABS Inc. (Series 2003-S1)

Class      CUSIP       Rating
M-2        126671ZT6   CC (sf)

First Franklin Mortgage Loan Trust 2004-FFB
Class      CUSIP       Rating
M-5        22541SRD2   CC (sf)

Home Equity Mortgage Trust 2005-5
Class      CUSIP       Rating
A-2A       225470QX4   CCC (sf)
A-2F       225470QY2   CCC (sf)

Irwin Home Equity Loan Trust 2007-1
Class      CUSIP       Rating
IIA-2      46412RAC9   CCC (sf)
IIA-3      46412RAD7   CCC (sf)
IIA-4      46412RAE5   CCC (sf)


* S&P Lowers 60 Ratings on 34 U.S. RMBS Transactions
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 60
classes from 28 U.S. residential mortgage-backed securities (RMBS)
transactions, and removed 31 of them from CreditWatch with
negative implications.  S&P also affirmed its ratings on 95
classes from 27 transactions, and removed 15 of them from
CreditWatch negative.

The complete list of rating actions is available in "U.S. RMBS
Classes Affected By The June 25, 2013, Rating Actions," published
on RatingsDirect by S&P.

The transactions in this review were issued between 1999 and 2006
and are backed by a mix of adjustable- and fixed-rate subprime and
"scratch-and-dent" loans secured primarily by first-liens on one-
to four-family residential properties.

S&P lowered its ratings on 46 classes from 22 transactions,
removing 31 of them from CreditWatch negative, due to S&P's
assessment of the interest shortfalls on the affected classes
during recent remittance periods.  The lowered ratings also
reflect S&P's view of the magnitude of the interest payment
deficiencies that have affected the classes to date, compared to
the remaining principal balance owed and the likelihood of
security holders being reimbursed for these deficiencies.

S&P lowered 21 of these ratings to 'D (sf)', removing six of them
from CreditWatch negative, due to the interest shortfall cap
determined by applying S&P's interest shortfall criteria.

The Saxon Asset Securities Trust 2002-2 and Saxon Asset Securities
Trust 2002-3 transactions are supported by multiple loan groups.
The senior classes in each transaction are linked to the
respective loan groups that do not cross-collateralize interest
payments.  The senior classes AF-5 and AF-6 in the Saxon Asset
Securities Trust 2002-2, and the class AF-6 in the Saxon Asset
Securities Trust 2002-3 are linked to the underperforming loan
group.  The mezzanine classes however, are linked to both groups
and have the benefit of their combined interest cash flow in order
to pay interest.  Because they have experienced a greater number
of interest shortfalls, and have been outstanding for a longer
period of time than the observed interest shortfalls in the
mezzanine classes, the senior classes will have a lower rating
than certain mezzanine classes within the same transaction.

S&P also lowered its ratings on 14 classes from 11 transactions
due to increased losses as a result of a changing delinquency
pipeline.

S&P lowered its ratings on 15 classes out of investment-grade
(i.e., to lower than 'BBB- (sf)), including four that S&P lowered
to 'CCC (sf)' or lower.  None of the classes S&P downgraded out of
investment-grade had ratings in the 'AAA (sf)' categories before
the actions.  S&P rated the remaining classes with lowered ratings
in the speculative-grade category (i.e., with ratings of 'BB+
(sf)' or lower) before the rating actions.  Certain transactions
are passing their cumulative-loss triggers, thereby allowing
principal payments to lower-rated subordinate classes to be made
and causing credit support erosion.

For certain transactions, S&P considered specific performance
characteristics that, in its view, may add a layer of volatility
to its loss assumptions when they are stressed at the rating
suggested by S&P's cash flow models.  In these circumstances, S&P
affirmed its ratings on those classes in order to promote ratings
stability.  In general, the bonds that were affected reflect the
following:

   -- Historical interest shortfalls;

   -- Low priority in principal payments;

   -- Significant growth in the delinquency pipeline;

   -- A high proportion of modified or reperforming loans in the
      pool;

   -- Significant growth in observed loss severities; and

   -- Weak hard-dollar credit support.

The nine 'AAA (sf)' ratings from six transactions that S&P
affirmed affect bonds that:

   -- Have more than sufficient credit support to absorb the
      projected remaining losses associated with this rating
      stress; and/or

   -- Benefit from permanently failing cumulative loss triggers.

The 21 affirmations from 11 transactions in the 'AA (sf)' and 'A
(sf)' categories affect classes that are currently in first,
second, or third payment priority.

In addition, S&P affirmed its ratings on 22 classes from 13
transactions in the 'BBB (sf)' through 'B (sf)' rating categories.
The projected credit support on these particular bonds remained
relatively consistent with prior projections.

S&P affirmed its ratings on 43 additional classes in the 'CCC
(sf)' or 'CC (sf)' rating categories.  S&P believes that the
projected credit support for these classes will remain
insufficient to cover the revised projected losses to these
classes.

Standard & Poor's will continue to monitor its rated securities
for any further interest shortfalls and make any necessary
adjustments to its ratings accordingly.

According to S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for the reviewed
transactions.

                         ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to form S&P's opinion of
their relative credit quality and the potential impact on rated
securities, the degree of remaining losses stems, to a certain
extent, from S&P's outlook regarding the behavior of such loans in
conjunction with expected economic conditions.  Overall, Standard
& Poor's baseline macroeconomic outlook assumptions for variables
that S&P believes could affect residential mortgage performance
are as follows:

   -- S&P's unemployment rate forecast is 7.4% for 2013 and 6.7%
      for 2014, compared with the actual 8.1% rate in 2012.

   -- Home prices will increase 11% in 2013, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index.

   -- Real GDP growth will be 2.5% in 2013 and 3.2% in 2014.

   -- The 30-year mortgage rate will average 3.4% for 2013 and
      reach slightly higher levels in 2014.

   -- Inflation will be 1.4% in 2013 and 1.8% in 2014.

Overall, S&P's outlook for RMBS is stable.  Although S&P views
housing fundamentals overall as positive, it believes the
fundamentals of RMBS still hinge on additional factors, such as
the ultimate fate of modified loans, the propensity of servicers
to advance on delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve mildly.  However, if a downside
scenario were to occur in the U.S. in line with Standard & Poor's
forecast, it believes that the credit quality of U.S. RMBS would
weaken.  S&P's downside scenario incorporates the following key
assumptions:

   -- Home prices will once again decline as a result of higher
      defaults, additional shadow inventory, and less purchase
      activity.

   -- Total unemployment will increase modestly in 2013 to 8.6%,
      but rise to 9% in 2014; job growth slows to almost zero in
      2013 and 2014.

   -- Downward pressure will cause GDP growth of less than 1% in
      2013 and 2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall below 3% in 2013, but
      capitalizing on such lower rates could be hampered by
      limited access to credit and pressure on home prices.

          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


                            *********

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 ***