TCR_Public/130728.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, July 28, 2013, Vol. 17, No. 207

                            Headlines

ACCESS GROUP: Fitch Cuts Rating on Class B Notes to 'B-'
ACE SECURITIES 2006-OP1: Moody's Eyes Upgrade for A-2C Securities
ARES XXVII: S&P Assigns 'BB' Rating to Class E Notes
ARES ENHANCED: S&P Assigns 'BB' Rating to Class D Notes
ARES ENHANCED: S&P Assigns Prelim. 'BB' Rating to Class D Notes

AVERY STREET: Moody's Hikes Rating on Class C Notes to 'Ba1'
BANC OF AMERICA 2005-1: Moody's Revises Rating for 1-CB-1 Certs
BEAR STEARNS 2004-TOP14: Moody's Affirms Ca Rating on Cl. N Certs
BEAR STEARNS 2007-PWR15: Moody's Affirms 'C' Ratings on 5 Certs
BLUE HERON VI: Moody's Cuts Rating on Class A-1 Notes to 'Ca'

CAPMARK VII: Moody's Retains Ratings Over New Servicer Appt.
CENTEX HOME: Moody's Lowers Rating on 31 Tranches of Various RMBS
CHASE FUNDING 2004-1: S&P Lowers Rating on Class IIM-1 Trust to B-
CITIGROUP 2006-FL2: Moody's Cuts Ratings on 2 Certificate Classes
COMM 2003-LNB1: Moody's Lowers Rating on Class X-1 Notes to 'B3'

COMM 2006-C8: Moody's Affirms 'C' Ratings on 4 Cert. Classes
COMM 2006-FL12: Moody's Cuts Rating on 2 Cert Classes to Ba3
COMM MORTGAGE 2005-FL11: Fitch Affirms CC Rating on Cl. V-GP Trust
CONNECTICUT VALLEY II: S&P Affirms 'CCC+' Rating on 2 Note Classes
CONNECTICUT VALLEY III: S&P Assigns 'B+' Rating to 2 Note Classes

CORPORATE BACKED 2003-17: Moody's Hikes Class A-1 Certs to 'B1'
CPORTS POTOMAC 2007-1: Moody's Hikes Rating on Class B Notes to B2
CRAFT 2007-1: S&P Raises Rating on Class E Notes to 'BB+'
CREDIT SUISSE 2007-TFL2: S&P Raises Rating on A-1 Certs From 'BB-'
CREST 2000-1: Moody's Affirms 'Caa3' Rating on $21MM Notes

CREST 2003-2: Moody's Affirms Caa3 Ratings on 2 Note Classes
DBUBS COMMERCIAL 2011-C3: Moody's Keeps B2 Rating on Cl. F Certs
DLJ MORTGAGE 2000-CKP1: Moody's Cuts Class S Notes Rating to Caa3
DRYDEN XXI: Supplemental Indenture No Impact on Moody's Ratings
DRYDEN XXVI: S&P Affirms 'B' Rating to Class F Notes

DUANE STREET I: Moody's Raises Rating on $7MM Cl. E Notes to Ba1
ELEVENTH MORTGAGE-BACKED: Fitch Cuts Rating on $37MM Notes to BB+
EMPORIA PREFERRED: S&P Raises Rating on 2 Note Classes From BB(sf)
FRANKLIN CLO V: Moody's Keeps Ratings on $325MM of CLO Notes
G-STAR 2003-3: Moody's Affirms Ca Rating on $18MM Class A-3 Notes

GE CAPITAL 2001-1: Moody's Affirms Ratings on Four CMBS Classes
GMAC COMMERCIAL 1999-C3: Moody's Keeps Caa3 Rating on Cl X Certs
GMAC COMMERCIAL 2003-C1: Moody's Cuts X-1 Certs Rating to 'Caa3'
GREENWICH CAPITAL 2007-GG9: Moody's Affirms C Rating on 9 Secs.
INSTITUTIONAL MORTGAGE: Fitch Affirms 'B' Rating on Class G Certs.

JP MORGAN 2006-CIBC15: Moody's Cuts Cl. X-1 Certs Rating to B2
JP MORGAN 2013-3: Fitch to Rate Class B-4 Certificates at 'BB'
JP MORGAN 2013-C13: Moody's Rates Class F Notes 'B2(sf)'
KLEROS PREFERRED: Moody's Lowers Ratings on $476MM of CDO Notes
LATIN AMERICAN EXPORT: Moody's Cuts Rating on Secured Loan to Ba2

LB-UBS 2007-C2: Fitch Cuts Rating on Class A-J Certs to 'D'
LEHMAN 2006-LLF C5: Rights Transfer No Impact on Moody's Ratings
LIGHTPOINT CLO V: Moody's Lifts Rating on Class C Notes From Ba1
MADISON PARK X: S&P Affirms 'BB' Rating to Class E Notes
MAGNOLIA FINANCE 2005-19: S&P Affirms 'B+' Rating on $9MM Notes

MARATHON REAL 2006-1: Fitch Places All Ratings on Watch Negative
MARQUETTE US/EUROPEAN: Moody's Raises Ratings on 8 CLO Tranches
MENLO PARK: Moody's Confirms Ba1 Rating on $61.8MM Debt
MERRILL LYNCH 2006-1: Moody's Cuts Ratings on 2 CMBS Classes to C
ML-CFC COMMERCIAL 2007-9: S&P Cuts Rating on 3 Note Classes to D

MORTGAGE ASSET 2003-2: Fitch Cuts Rating on Class 30-5 Bonds to D
PPLUS TRUST SPR-1: Moody's Hikes Rating on $42.5MM Certs to 'B1'
RED RIVER: Moody's Hikes Rating on Class E Notes to 'Ba3'
REGIONAL DIVERSIFIED 2004-1: Moody's Ups Ratings on 2 Note Classes
RESERVOIR FUNDING: Moody's Cuts Ratings on $133MM of SF CDO Notes

RESIDENTIAL ASSET 2002-A13: S&P Cuts Rating on Cl. B-1 Secs to B-
RFC CDO 2006-1: Moody's Affirms 'C' Rating on 5 Note Classes
ROSEVILLE REDEVELOPMENT: Moody's Confirms Ba1 Rating on Tax Bonds
SANTANDER CONSUMER: Moody's Eyes Upgrade for 34 Tranches
SEQUOIA MORTGAGE 2013-10: Fitch Rates Class B-4 Certificates 'BB'

SIERRA TIMESHARE 2013-2: Fitch Rates $36.48MM Class C Notes 'BB'
SIERRA TIMESHARE 2013-2: S&P Assigns 'BB' Rating to Class C Notes
SPRINT CAPITAL 2004-2: Moody's Hikes Rating on Cl. A-1 Certs to B1
SOLSTICE ABS: Moody's Hikes Rating on $225MM Notes to 'Caa3'
SOUND POINT CLO II: S&P Affirms 'BB-' Rating to Class B-2L Notes

STRUCTURED ASSET: Moody's Hikes Ratings on $911MM Subprime RMBS
TELOS CLO 2013-4: S&P Assigns Prelim. BB Rating on Class E Notes
TRAPEZA CDO IV: Moody's Lifts Rating on $33MM CLO Notes to A2
VENTURE XII: S&P Affirms 'BB' Rating on Class E Notes
WACHOVIA BANK 2006-C28: Moody's Lowers Ratings on 6 CMBS Classes

WELLS FARGO: Moody's Cuts Ratings on 24 Tranches of RMBS
WELLS FARGO 2004-2: Moody's Confirms Ratings on $70.7-Mil. Notes

* Fitch: No New U.S. CREL CDO Delinquencies in Five Years
* Fitch Says Secured Bonds Dominate High Yield Default Mix
* Moody's Downgrades Ratings on Six Alt-A and Option ARM RMBS
* Moody's Lifts Ratings on $1.6-Bil. of RMBS From 2005-2007
* Moody's Lowers Ratings on 64 by Alt-A and Option ARM Loans

* Moody's Ups Ratings on 29 Tranches of Alt-A & Option ARM Loans
* Moody's Ups Ratings on 22 Alt-A RMBS Tranches From 2005-2006
* Moody's Takes Action on $1.26-Bil of Prime Jumbo RMBS
* S&P Raises 6 Ratings on 5 Sprint Capital-Related Deals to 'BB-'
* S&P Lowers 51 Ratings From 117 US RMBS 2nd-Lien Mortgage Loans

* S&P Takes Various Rating Actions on 6 RMBS Transactions


                            *********

ACCESS GROUP: Fitch Cuts Rating on Class B Notes to 'B-'
--------------------------------------------------------
Fitch Ratings affirms class A-3, A-4, and A-5 senior student loan
notes at 'AAAsf' and downgrades class A-2 and class B notes to 'B-
sf' from 'AAAsf' and 'AA-sf' issued by Access Group Inc. series
2004-2 Indenture of Trust. The Rating Outlook on the senior notes,
which is tied to the sovereign rating of the U.S. government,
remains Negative while the Rating Outlook on the subordinate note
is revised to Negative 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.

Key Rating Drivers

Class A-2 notes are downgraded due to a high possibility that the
class will not be fully redeemed by its legal final maturity date
of Jan. 25, 2016, which would constitute an event of default.
Despite the healthy senior parity of 108.95% and total parity of
101%, the current collateral amortization and cash release
structure at 101% parity doesn't support payoff of A2 notes by its
maturity date even in Fitch's base case scenario. The other senior
notes have maturity dates that are much further in the future and
in Fitch's analysis, class A-3, A-4 and A-4 are still expected to
fully redeemed by their maturity dates respectively. The downgrade
of class B is linked to the fact that in the event of default,
class B interest will be subordinated to class A principal payment
until all the senior notes are paid in full. If class A-2 notes
are in default, class B will be locked out of interest payment,
which will be considered a default by Fitch.

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:

Access Group, Inc. Series 2004-2:

-- Class A-2 downgraded to 'B-sf' from 'AAAsf'; Outlook Negative;
-- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
-- Class B downgraded to 'B-sf' from 'AA-sf'; revises Outlook to
   Negative from Stable.


ACE SECURITIES 2006-OP1: Moody's Eyes Upgrade for A-2C Securities
-----------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the
rating of class A-2C backed by Subprime loans, issued by ACE
Securities Corp. Home Equity Loan Trust, Series 2006-OP1.

Complete rating action is as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
OP1

Cl. A-2C, Caa3 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 14, 2010 Downgraded to Caa3 (sf)

Ratings Rationale:

The review action reflects the discovery of a discrepancy between
the provisions in the pooling and servicing agreement (PSA) and
prospectus supplement as to principal payments to classes A-2C and
A-2D once the subordinate bonds are depleted. Moody's ratings on
these tranches were based on the prospectus supplement, which
allows for principal allocation to shift from sequential to pro-
rata between the two tranches. The PSA, by contrast, is silent as
to any change in principal waterfall after credit support
depletion.

This review action will be resolved pending confirmation from the
trustee on how it will allocate the principal if the subordinate
bonds are depleted.

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 June 2012 to 7.6% in June 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.


ARES XXVII: S&P Assigns 'BB' Rating to Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ares XXVII CLO Ltd./Ares XXVII CLO LLC's $368.8 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 July 25,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The asset manager's experienced management team.

   -- 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 0.29%-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 up to
      50% of available excess interest proceeds into principal
      proceeds to purchase additional collateral assets during the
      reinvestment period that are available before paying
      uncapped administrative expenses and fees, deferred asset
      management fees, and collateral manager incentive fees.

          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/1686.pdf

PRELIMINARY RATINGS ASSIGNED

Ares XXVII CLO Ltd./Ares XXVII CLO LLC

Class                 Rating                 Amount
                                           (mil. $)
A-1                   AAA (sf)                99.00
A-2                   AAA (sf)               150.00
B                     AA (sf)                 46.00
C (deferrable)        A (sf)                  34.00
D (deferrable)        BBB (sf)                22.00
E (deferrable)        BB (sf)                 17.80
Subordinated notes    NR                      44.00

NR-Not rated.


ARES ENHANCED: S&P Assigns 'BB' Rating to Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, B-1, B-2, and C notes from a 2008 issuance by Ares
Enhanced Loan Investment Strategy IR Ltd./Ares Enhanced Loan
Investment Strategy IR Corp. (Ares), a U.S. cash flow
collateralized loan obligation (CLO) transaction, after the notes
were redeemed in full (the redeemed notes).  At the same time, S&P
assigned its ratings to the class A-1A, A-1B, A-2A, A-2B, B, C,
and D notes that Ares issued, which will serve as the replacement
notes.

Ares refinanced the redeemed notes through an optional redemption
and from the issuance of the replacement notes.  S&P had assigned
its preliminary ratings to the replacement notes on July 19, 2013.

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

The ratings on the replacement notes reflects 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 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 0.28%-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.

          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,
zarranties 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/1672.pdf

REDEEMED NOTE RATINGS WITHDRAWN

Ares Enhanced Loan Investment Strategy IR Ltd./Ares Enhanced Loan
Investment
Strategy IR Corp. (2008 Issuance)

                      Rating
Class             To          From
A-1               NR          AA+ (sf)
A-2               NR          AA+ (sf)
B-1               NR          A+ (sf)
B-2               NR          A+ (sf)
C                 NR          BBB+ (sf)

NR-Not rated.

REPLACEMENT NOTE RATINGS ASSIGNED

Ares Enhanced Loan Investment Strategy IR Ltd./Ares Enhanced Loan
Investment Strategy IR Corp. (2013 Issuance)

Class                  Rating                  Amount
                                             (mil. $)
A-1A                   AAA (sf)                236.00
A-1B                   AAA (sf)                 87.00
A-2A                   AA (sf)                  40.00
A-2B                   AA (sf)                  20.00
B (deferrable)         A (sf)                   34.00
C (deferrable)         BBB (sf)                 26.00
D (deferrable)         BB (sf)                  20.00


ARES ENHANCED: S&P Assigns Prelim. 'BB' Rating to Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ares Enhanced Loan Investment Strategy IR Ltd./Ares
Enhanced Loan Investment Strategy IR Corp.'s $463 million fixed-
and floating-rate notes.

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

The preliminary ratings are based on information as of July 19,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's experienced management team.

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

          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/1672.pdf

PRELIMINARY RATINGS ASSIGNED

Ares Enhanced Loan Investment Strategy IR Ltd./Ares Enhanced Loan
Investment Strategy IR Corp.

Class                  Rating                  Amount
                                             (mil. $)
A-1A                   AAA (sf)                236.00
A-1B                   AAA (sf)                 87.00
A-2A                   AA (sf)                  40.00
A-2B                   AA (sf)                  20.00
B (deferrable)         A (sf)                   34.00
C (deferrable)         BBB (sf)                 26.00
D (deferrable)         BB (sf)                  20.00
Subordinated notes     NR                       78.75

NR-Not rated.


AVERY STREET: Moody's Hikes Rating on Class C Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Avery Street CLO, Ltd.:

$22,000,000 Class B-1 Notes Due April 5, 2018, Upgraded to Aa1
(sf); previously on July 15, 2013 Upgraded to Aa3 (sf) and Placed
Under Review for Possible Upgrade;

$7,000,000 Class B-2 Notes Due April 5, 2018, Upgraded to Aa1
(sf); previously on July 15, 2013 Upgraded to Aa3 (sf) and Placed
Under Review for Possible Upgrade;

$14,000,000 Class C Notes Due April 5, 2018, Upgraded to A3 (sf);
previously on July 15, 2013 Baa3 (sf) Placed Under Review for
Possible Upgrade;

$12,500,000 Class D Notes Due April 5, 2018, Upgraded to Ba1 (sf);
previously on August 11, 2011 Upgraded to Ba2 (sf).

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

$163,500,000 Class A Notes Due April 5, 2018 (current outstanding
balance of $89,972,813), Affirmed Aaa (sf); previously on August
11, 2011 Upgraded to Aaa (sf);

$50,000,000 Class A-2 Notes Due April 5, 2018 (current outstanding
balance of $27,514,622), Affirmed Aaa (sf); previously on August
11, 2011 Upgraded to Aaa (sf);

$8,000,000 Class E Notes Due April 5, 2018, Affirmed B1 (sf);
previously on August 11, 2011 Upgraded to B1 (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 end of the reinvestment period. Moody's notes that the Class A
Notes have been paid down by approximately 45% or $96 million
since April 2012. Based on the latest trustee report dated July 2,
2013, the Senior and Mezzanine overcollateralization ratios are
reported at 125.10% and 108.30%, respectively, versus April 2012
levels of 118.83% and 107.12%, respectively. Moody's notes that
the overcollateralization ratios reported in the July 2013 trustee
report do not include the July 5, 2013 payment distribution when
$24.4 million of principal proceeds were used to pay down the
Class A Notes. In taking the foregoing actions, Moody's also
announced that it had concluded its review of its ratings on the
issuer's Class B-1 Notes, Class B-2 Notes and Class C Notes
announced on July 15, 2013. At that time, Moody's said that it had
upgraded and placed certain of the issuer's ratings on review
primarily as a result of substantial deleveraging of the senior
notes and increases in OC ratios resulting from high rates of loan
collateral prepayments during the first half of 2013.

Notwithstanding the benefits of deleveraging, Moody's notes that
the underlying portfolio includes a number of investments in
securities that mature after the maturity date of the notes. Based
on Moody's calculations, securities that mature after the maturity
date of the notes currently make up approximately 6.1% of the
underlying portfolio. These investments potentially expose the
notes to market risk in the event of liquidation at the time of
the notes' maturity. Notwithstanding the increase in the
overcollateralization ratio of the Class E Notes, Moody's affirmed
the rating of the Class E Notes due to the market risk posed by
the exposure to these long-dated assets.

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 $186.6 million, defaulted par of $7.4 million,
a weighted average default probability of 18.03% (implying a WARF
of 2868), a weighted average recovery rate upon default of 49.57%,
and a diversity score of 37. 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.

Avery Street CLO, Ltd., issued in March 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% (2295)

Class A: 0

Class A-1: 0

Class B: +1

Class B2: +1

Class C: +2

Class D: +1

Class E: +2

Moody's Adjusted WARF + 20% (3442)

Class A: 0

Class A-1: 0

Class B: -2

Class B2: -2

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will 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.

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.

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


BANC OF AMERICA 2005-1: Moody's Revises Rating for 1-CB-1 Certs
---------------------------------------------------------------
Moody's Investors Service has corrected the rating for Class 1-CB-
1 certificates issued by Banc of America Alternative Loan Trust
2005-1 to Caa1(sf) from Caa2(sf). The rating for these
certificates was inadvertently downgraded on August 8, 2012 to
Caa2(sf) due to an internal administrative error. No action was
taken on Class 1-CB-1 on August 8, 2012 and the Caa1(sf) rating
should have been maintained.

In addition, for the August 8, 2012 press release titled "Moody's
takes action on $1.3 billion of Alt-A RMBS issued by Banc of
America from 2005 to 2007."


BEAR STEARNS 2004-TOP14: Moody's Affirms Ca Rating on Cl. N Certs
-----------------------------------------------------------------
Moody's upgraded the ratings of nine classes and affirmed six
classes of BSCMS Commercial Mortgage Securities, Inc., Commercial
Mortgage Pass-Through Certificates, Series 2004-TOP14 as follows:

Cl. A-4, Affirmed Aaa (sf); previously on May 10, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Jan 28, 2011 Upgraded
to Aa1 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on May 10, 2004 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Upgraded to Aa3 (sf); previously on Nov 12, 2009 Confirmed
at A2 (sf)

Cl. E, Upgraded to A1 (sf); previously on Nov 12, 2009 Confirmed
at A3 (sf)

Cl. F, Upgraded to A2 (sf); previously on Nov 12, 2009 Confirmed
at Baa1 (sf)

Cl. G, Upgraded to Baa1 (sf); previously on Nov 12, 2009
Downgraded to Baa3 (sf)

Cl. H, Upgraded to Ba3 (sf); previously on Sep 1, 2011 Downgraded
to B1 (sf)

Cl. J, Upgraded to B1 (sf); previously on Sep 1, 2011 Downgraded
to B2 (sf)

Cl. K, Upgraded to B2 (sf); previously on Sep 1, 2011 Downgraded
to B3 (sf)

Cl. L, Affirmed Caa1 (sf); previously on Jan 28, 2011 Downgraded
to Caa1 (sf)

Cl. M, Affirmed Caa2 (sf); previously on Jan 28, 2011 Downgraded
to Caa2 (sf)

Cl. N, Affirmed Caa3 (sf); previously on Jan 28, 2011 Downgraded
to Caa3 (sf)

Cl. O, Affirmed Ca (sf); previously on Jan 28, 2011 Downgraded to
Ca (sf)

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

Ratings Rationale:

The upgrades of nine principal and interest classes are due to
increased credit support due to prior loan payoffs and
amortization, anticipated repayment of 14 defeased loans and
looming 2014 loan maturities. The pool has paid down 21% since
Moody's last review and 51% since securitization.

The affirmation of one investment grade principal and interest
class is due to key parameters, including Moody's loan to value
(LTV) ratio, Moody's stressed DSCR and the Herfindahl Index
(Herf), remaining within acceptable levels. The affirmations of
four below investment grade principal and interest classes are due
to Moody's expected loss remaining within reasonable levels.

The affirmation of the IO Class, Class X-1, is due to consistent
ratings from its reference 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
3.4%. Moody's base expected loss plus realized losses is now 1.4%
of the original pooled balance compared to 2.5% at last review.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery 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 Fusion U.S. CMBS Transactions" published in
April 2005.

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 31 compared to 26 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 July 26, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 51% to $441.4
million from $894.5 million at securitization. The Certificates
are collateralized by 86 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten non--defeased loans
representing 32% of the pool. The pool contains one loan with an
investment grade credit assessment which represents 2.5% of the
pool. Fourteen loans, representing 26% of the pool, have defeased
and are collateralized with U.S. Government securities.

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

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $3.8 million (6% loss severity
overall). There are no loans in special servicing at this time.

Moody's has assumed a high default probability for three poorly
performing loans representing 2% of the pool and has estimated a
$2.4 million aggregate loss (22% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 99%
of the pool's non-defeased loans and partial year 2013 operating
results for 31% of the pool's non-defeased loans. Excluding
troubled loans, Moody's weighted average LTV is 74% compared to
77% 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 9.4%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.75X and 1.65X, respectively, compared to 1.68X 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 loan with a credit assessment is the 12 East 22nd Street Loan
($11.2 million -- 2.5% of the pool), which is secured by an 89-
unit apartment building located in New York City. The property was
100% leased as of December 2011 compared to 99% at last review.
Moody's credit assessment and stressed DSCR are Aa2 and 1.79X,
respectively, compared to Aa2 and 1.72X at last review.

The top three performing conduit loans represent 16% of the pool.
The largest conduit loan is the 840 Memorial Drive Loan ($36.8
million -- 8.3% of the pool), which is secured by a 128,793 SF
biotech lab/office building located in Cambridge, Massachusetts.
The property was 72% leased as of January 2013 compared to 59%
leased at last review. Despite the increase in occupancy,
financial performance decreased since last review due to tenant
concessions and the timing of tenant lease start dates. Moody's
LTV and stressed DSCR are 122% and 0.84X, respectively, compared
to 124% and 0.83X at last review.

The second largest loan is the Greenville Place Apartments Loan
($18.1 million -- 4.1% of the pool), which is secured by a 519-
unit apartment complex located in Greenville, Delaware. The
property was 83% leased as of March 2013 compared to 85% at last
review. Financial performance increased since last review despite
the 2% decrease in occupancy. This loan has amortized 7% since
securitization. Moody's LTV and stressed DSCR are 51% and 1.96X,
respectively, compared to 63% and 1.59X at last review.

The third largest conduit loan is the Shaw's Plaza Loan ($14.2
million -- 3.2% of the pool) which is secured by a 175,942 SF
Shaw's grocery store anchored shopping center located in Raynham,
Massachusetts. This shopping center was 92% leased as of March
2013 compared to 98% at last review. Financial performance for
this interest-only loan has been steady the past three years.
Moody's LTV and stressed DSCR are 83% and 1.25X, respectively,
compared to 83% and 1.24X at last review.


BEAR STEARNS 2007-PWR15: Moody's Affirms 'C' Ratings on 5 Certs
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-PWR15 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Apr 9, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Aug 4, 2011 Confirmed at
Aaa (sf)

Cl. A-4FL, Affirmed Aaa (sf); previously on Aug 4, 2011 Confirmed
at Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Apr 9, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Baa3 (sf); previously on Jul 19, 2012 Downgraded
to Baa3 (sf)

Cl. A-MFL, Affirmed Baa3 (sf); previously on Jul 19, 2012
Downgraded to Baa3 (sf)

Cl. A-J, Affirmed Caa1 (sf); previously on Aug 4, 2011 Downgraded
to Caa1 (sf)

Cl. A-JFL, Affirmed Caa1 (sf); previously on Aug 4, 2011
Downgraded to Caa1 (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Aug 4, 2011 Confirmed
at Aaa (sf)

Cl. B, Affirmed Caa3 (sf); previously on Aug 4, 2011 Downgraded to
Caa3 (sf)

Cl. C, Affirmed C (sf); previously on Aug 4, 2011 Downgraded to C
(sf)

Cl. D, Affirmed C (sf); previously on Aug 4, 2011 Downgraded to C
(sf)

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

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

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

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

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

Ratings Rationale:

The affirmations of the investment-grade 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. The
ratings of the below investment grade P&I classes are consistent
with Moody's expected loss and thus are affirmed. Depending on 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 Classes, Class X-1 and Class X-2, are
consistent with the expected credit performance of their
referenced classes and thus affirmed.

Moody's rating action reflects a base expected loss of 10.1% of
the current balance, the same as at last review. Realized losses
plus Moody's base expected loss is now 12.6% of the original
securitized balance compared to 12.4% 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 Fusion U.S. CMBS Transactions" published in
April 2005.

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 44 compared to 46 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 July 19, 2012.

Deal Performance:

As of the July 11, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 22% to $2.19
billion from $2.81 billion at securitization. The Certificates are
collateralized by 176 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
38% of the pool. One loan, representing less than1% of the pool,
has defeased and is secured by U.S. Government securities. The
pool contains one loan with an investment grade credit assessment,
representing less than 1% of the pool.

Forty-two loans, representing 25% 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, which along
with two loan modifications and two partial liquidations of loans
still in special servicing, have resulted in an aggregate realized
loss of $130.4 million (31% loss severity on average). As part of
the loan modification for World Market Center II, the loan
experienced a $71.9 million loss due to principal forgiveness.

Currently ten loans, representing 6% of the pool, are in special
servicing. The largest specially serviced loan is the Laurel Mall
Loan ($37.5 million -- 1.6% of the pool), which is secured by a
562,013 square foot (SF) regional mall located in Hazelton,
Pennsylvania anchored by K-Mart, JC Penney and Boscovs. The
property was 89% leased as of February 2013 compared to 91% as of
December 2011 and 91% at securitization. The recent drop in
performance is due to a decrease in revenue and increase in
expenses. In addition, the original 60 month interest-only period
has ended. The loan was transferred to special servicing in May
2012 and a workout strategy is still being determined.

The remaining nine specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $50.2
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 19% of the pool and has estimated an
aggregate $127.6 million loss (32% expected loss based on a 50%
probability default) from these troubled loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $33.6 million which impact
Classes P through AJ. Moody's anticipates that the pool will
continue to experience interest shortfalls caused by modifications
and specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs), loan
modifications, extraordinary trust expenses and non-advancing by
the master servicer based on a determination of non-
recoverability.

Moody's was provided with full year 2011 and 2012 operating
results for 95% and 93% of the pool respectively. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 102% compared to 107% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 13% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.47X and 1.06X, respectively, compared to
1.32X and 0.96X 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 Commerce Crossings Nine
Loan ($13.3 million -- 0.6% of the pool), which is secured by a
500,000 SF industrial property located in Louisville, Kentucky.
The property is 100% leased to Solectron USA, a fully owned
subsidiary of Flextronics International which is a Fortune Global
500 electronics manufacturing services provider, through December
2014. The loan is amortizing on a 21 year schedule. Moody's
stressed the cash flow with a lit/dark analysis given the single
tenant occupancy and lease renewal uncertainty at this time.
Moody's credit assessment and stressed DSCR are Baa2 and 1.55X,
respectively, compared to Baa2 and 1.65X at last review.

The top three conduit loans represent 21% of the pool. The largest
conduit loan is the World Market Center II - A & B Note Loan
(total $264.4 million - $73.1 million A-Note; $191.3 million B-
Note) -- 12.0% of the pool), which is secured by a 1.4 million 16-
story home furniture and furnishing accessories design center and
showroom built in 2006 located in downtown Las Vegas, Nevada. A
modification agreement which closed on May 2, 2011 included the
following terms: principal forgiveness of $71,927,526; interest
reduced on the A-Note ($73,072,474 IO) to 4.35% from 6.35%; no
current interest on the B-Note ($191,332,666) and 80% of the net
cash flow after debt service is applied to amortization of the B-
Note. Post-modification loan payments have been made on time. The
property was 73% leased as of March 2013. Moody's LTV and stressed
DSCR on the A-Note are 82% and 1.29X, respectively, compared to
79% and 1.34X at last review.

The second largest conduit loan is the 1325 G Street Loan ($100.0
million -- 4.4% of the pool), which is secured by a 306,500 SF
office property located near the White House in Washington, DC.
The tenant base is concentrated in government sponsored entities.
The property was 82% leased as of March 2013 prior to a major
lease expiration. The largest tenant, Neighborhood Reinvestment
Corp which leased 21% of the NRA, vacated at the end of its lease
in May 2013. The borrower has hired Cassidy Turley to market the
space throughout the summer. Moody's analysis reflects a
stabilized value for this asset. Moody's LTV and stressed DSCR on
are 119% and 0.77X, respectively, compared to 112% and 0.82X at
last review.

The third largest conduit loan is the Cherry Hill Town Center Loan
($80.0 million -- 3.8% of the pool), which is secured by a 511,306
SF retail property located in Cherry Hill, New Jersey, a suburb of
Philadelphia. The property was 100% leased in December 2011, up
from 99% in December 2010 and 97% at securitization. Only 2% of
current leases roll within the next 24 months. Performance
increased as a majority of leases had rent and CAM increases in
2012 from leases signed in 2007 when property opened. Moody's LTV
and stressed DSCR on are 102% and 0.88X, respectively, compared to
105% and 0.85X at last review.


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

$1,113,750,000 Class A-1 Blue Heron Funding VI Notes, due May 21,
2047 (current balance of $ 456,902,674), Downgraded to Ca (sf);
previously on August 10, 2010 Downgraded to Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating downgrade is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the WARF and a decrease in the
transaction's overcollateralization ratios. Based on the latest
trustee report dated June 2013, the WARF of the portfolio has
increased to 3062 from 2107 since June 2012. The Class A and Class
B overcollateralization ratio test is reported at 51.4% and 42.3%,
respectively, versus a June 2012 level of 66.9% and 58.2%,
respectively.

Blue Heron Funding VI, Ltd., issued on May 21, 2003, is a
collateralized debt obligation issuance backed by a portfolio that
consists primarily of residential mortgage-backed securities
(RMBS) and commercial mortgage-backed securities.

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

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

The deal's ratings are not expected to be sensitive to the typical
range of changes (plus or minus two rating notches on Caa-rated
assets) in the rating quality of the collateral that Moody's
tests, and no sensitivity analysis was performed.


CAPMARK VII: Moody's Retains Ratings Over New Servicer Appt.
------------------------------------------------------------
Moody's Investors Service reports that the change in special
servicer as detailed in the servicing agreement dated as of June
15, 2013, would not, in and of itself and as of this time, result
in the downgrade or withdrawal of the notes issued by Capmark VII
-- CRE Ltd.

The proposed changes may be summarized as follows: the duties and
obligations of Berkadia Commercial Mortgage LLC and SitusServ
L.P., each acting as special servicer are being transferred to
CenterSquare Investment Management Holdings, Inc. as successor
special servicer. Moody's understands that there are no proposed
changes to the economic terms and conditions of the servicing
agreement.

Moody's has determined that the change, in and of itself and at
this time, will not result in the downgrade or withdrawal of the
notes rating currently assigned to Capmark VII -- CRE Ltd.
However, Moody's opinion addresses only the credit impact
associated with the proposed change, and Moody's is not expressing
any opinion as to whether the 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 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.

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

The last rating action for Capmark VII -- CRE Ltd. was taken on
August 22, 2012:

Cl. A-1, Affirmed at Aaa (sf); previously on Sep 30, 2010
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at B1 (sf); previously on Sep 30, 2010
Downgraded to B1 (sf)

Cl. B, Affirmed at Caa2 (sf); previously on Sep 30, 2010
Downgraded to Caa2 (sf)

Cl. C, Affirmed at Caa3 (sf); previously on Sep 30, 2010
Downgraded to Caa3 (sf)

Cl. D, Downgraded to Ca (sf); previously on Sep 30, 2010 Confirmed
at Caa3 (sf)

Cl. E, Downgraded to C (sf); previously on Sep 30, 2010 Downgraded
to Ca (sf)

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

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

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

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

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


CENTEX HOME: Moody's Lowers Rating on 31 Tranches of Various RMBS
-----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of 41
tranches, downgraded the ratings of 31 tranches and upgraded the
ratings of eight tranches from 15 transactions, backed by Subprime
mortgage loans issued by Centex.

Complete rating actions are as follows:

Issuer: Centex Home Equity Loan Trust 2001-B

Cl. A-5, Downgraded to Caa1 (sf); previously on Apr 29, 2013 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. A-6, Downgraded to Ba3 (sf); previously on Apr 29, 2013 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to Ba1 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to C (sf); previously on Apr 29, 2013 Caa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2002-C

Cl. AF-4, Downgraded to A3 (sf); previously on Apr 29, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Confirmed at Ba1 (sf); previously on Apr 29, 2013 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at A1 (sf); previously on Apr 29, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Caa1 (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2002-D

Cl. AF-4, Downgraded to Baa1 (sf); previously on Apr 29, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to Ba2 (sf); previously on Apr 29, 2013 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Caa1 (sf); previously on Apr 29, 2013 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2003-A

Cl. AF-4, Downgraded to Aa3 (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to A3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aaa (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Ba2 (sf); previously on Apr 29, 2013 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Caa1 (sf); previously on Apr 29, 2013 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2003-B

Cl. AF-4, Confirmed at A1 (sf); previously on Apr 29, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to Baa1 (sf); previously on Apr 29, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to B2 (sf); previously on Apr 29, 2013 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at Caa3 (sf); previously on Apr 29, 2013 Caa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2003-C

Cl. AF-4, Confirmed at Aa2 (sf); previously on Apr 29, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Confirmed at Aa2 (sf); previously on Apr 29, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa1 (sf); previously on Apr 29, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Ba2 (sf); previously on Apr 29, 2013 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at Caa1 (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2004-A

Cl. AF-4, Confirmed at Aaa (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Confirmed at Aa2 (sf); previously on Apr 29, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aaa (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Ba1 (sf); previously on Apr 29, 2013 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at B2 (sf); previously on Apr 29, 2013 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Caa3 (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to Ca (sf); previously on Apr 29, 2013 Caa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2004-B

Cl. AF-5, Downgraded to A3 (sf); previously on Apr 29, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Ba1 (sf); previously on Apr 29, 2013 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at B2 (sf); previously on Apr 29, 2013 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Confirmed at B3 (sf); previously on Apr 29, 2013 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to Ca (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2004-C

Cl. AF-4, Downgraded to A1 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to Baa2 (sf); previously on Apr 29, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Ba3 (sf); previously on Apr 29, 2013 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to B2 (sf); previously on Apr 29, 2013 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Caa3 (sf); previously on Apr 29, 2013 B2
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to Ca (sf); previously on Apr 29, 2013 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to C (sf); previously on May 3, 2012
Downgraded to Ca (sf)

Cl. M-6, Downgraded to C (sf); previously on May 3, 2012
Downgraded to Ca (sf)

Issuer: Centex Home Equity Loan Trust 2004-D

Cl. AF-4, Confirmed at A1 (sf); previously on May 7, 2013 A1 (sf)
Placed Under Review Direction Uncertain

Cl. AF-5, Confirmed at A1 (sf); previously on May 7, 2013 A1 (sf)
Placed Under Review Direction Uncertain

Cl. AF-6, Downgraded to A1 (sf); previously on May 7, 2013 Aa3
(sf) Placed Under Review Direction Uncertain

Cl. MV-1, Confirmed at B3 (sf); previously on May 7, 2013 B3 (sf)
Placed Under Review Direction Uncertain

Cl. MV-2, Confirmed at Caa3 (sf); previously on May 7, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. MF-1, Downgraded to Ba1 (sf); previously on May 7, 2013 Baa2
(sf) Placed Under Review Direction Uncertain

Cl. MF-2, Downgraded to Caa1 (sf); previously on May 7, 2013 B2
(sf) Placed Under Review Direction Uncertain

Cl. MF-3, Confirmed at Caa3 (sf); previously on May 7, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Issuer: Centex Home Equity Loan Trust 2005-A

Cl. AF-5, Confirmed at Aaa (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aaa (sf); previously on Apr 29, 2013 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Baa2 (sf); previously on Jan 10, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at Caa1 (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2005-B

Cl. AF-4, Downgraded to A1 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Confirmed at A2 (sf); previously on Apr 29, 2013 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at A1 (sf); previously on Apr 29, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at B2 (sf); previously on Apr 29, 2013 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-2, Upgraded to Caa3 (sf); previously on May 5, 2010
Downgraded to Ca (sf)

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

Issuer: Centex Home Equity Loan Trust 2005-C

Cl. AF-5, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Ba2 (sf); previously on Apr 29, 2013 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Confirmed at Caa2 (sf); previously on Apr 29, 2013 Caa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Centex Home Equity Loan Trust 2005-D

Cl. AF-5, Confirmed at Aa1 (sf); previously on Apr 29, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa1 (sf); previously on Apr 29, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Confirmed at Baa1 (sf); previously on Apr 29, 2013 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Upgraded to Ba1 (sf); previously on Apr 29, 2013 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Upgraded to B3 (sf); previously on Apr 29, 2013 Caa2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-4, Upgraded to Caa2 (sf); previously on Aug 9, 2012 Upgraded
to Ca (sf)

Issuer: Centex Home Equity Loan Trust 2006-A

Cl. AV-3, Upgraded to Ba1 (sf); previously on Apr 29, 2013 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. AV-4, Upgraded to B1 (sf); previously on Apr 29, 2013 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Upgraded to Caa2 (sf); previously on May 5, 2010
Downgraded to C (sf)

Ratings Rationale:

The rating action reflects the recent performance of the
underlying pools and Moody's updated expected losses on the pools.
The rating action on Class M-1 issued by Centex 2005-A also takes
into account the weak interest reimbursement mechanism on that
bond. In addition, the rating action reflects correction of errors
in the Structured Finance Workstation (SFW) cash flow models
previously used by Moody's in rating these transactions.

The cash flow models used in the previous rating actions for all
transactions except Centex 2004-D had incorrectly applied separate
interest and principal waterfalls. In the impacted deals, all
collected principal and interest is commingled into one payment
waterfall to pay all interest due on bonds first, and then to pay
principal. As stated in the deal's pooling and servicing
agreements, principal and interest collections in these deals are
commingled first and used to make payments on the bonds. With the
commingling of funds, principal proceeds can be used to pay
accrued interest, which could result in reduced principal recovery
for the bonds outstanding.

In addition, the principal paid to the class AF-6 for all
transactions except Centex 2002-A, Centex 2004-D and Centex 2006-A
was incorrectly coded in the cash flow models used for the
previous rating actions. According to the legal documents, AF-6
should receive 300% of its pro-rata share of the Group I Principal
Distribution Amount as the principal payment. Previously however,
AF-6 scheduled principal payment was incorrectly calculated as
300% of AF-6's pro-rata share of the funds available after
interest payments. For Centex 2004-D, the cash flow model
previously used incorrectly calculated the senior enhancement
percentage.

The errors have now been corrected these rating actions reflect
the changes.

The principal methodology used in these ratings 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 June 2012 to 7.6% in June 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.


CHASE FUNDING 2004-1: S&P Lowers Rating on Class IIM-1 Trust to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
classes IA-5, IA-6, IA-7, and IM-1 from Chase Funding Trust,
Series 2004-1 by raising them.  At the same time, S&P lowered its
ratings on classes IIA-2 and IIM-1 from the same transaction and
removed the rating on class IIA-2 from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on classes
IM-2, IB, IIM-2, and IIB.

On Nov. 16, 2012, S&P incorrectly lowered its ratings on classes
IA-5, IA-6, IA-7, and IM-1 from this transaction based on
incorrect tranche balances that were reported by the trustee.  The
correction reflects S&P's current view that the projected credit
enhancement is expected to be more than sufficient to cover
projected losses at the revised rating levels; the revised ratings
also reflect S&P's view of ongoing market risk.

S&P lowered its rating on Class IIA-2 and removed it from
CreditWatch negative due to S&P's assessment of interest
shortfalls on this class.  S&P also lowered its rating on class
IIM-1 due to insufficient projected credit enhancement to cover
our base case projected losses.

The 'CCC (sf)' and 'CC (sf)' affirmations on classes IM-2, IB,
IIM-2, and IIB reflect S&P's current view that the projected
credit enhancement for these classes will remain insufficient to
cover its base case projected losses.

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for the reviewed
transaction.  The underlying collateral for this transaction
consists of subprime mortgage loans secured by first liens on one-
to four-family residential properties.

In accordance with S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

                         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 S&P believes could affect residential mortgage performance
are as follows:

   -- Its unemployment rate forecast is 7.5% for 2013 and 6.9% 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 2.0% in 2013 and 3.1% in 2014.

   -- The 30-year mortgage rate will average 3.9% for 2013 and
      reach slightly higher levels in 2014.

   -- Inflation will be 1.3% in 2013 and 1.6% in 2014.

Overall, S&P's outlook for RMBS is stable.  Although S&P views
overall housing fundamentals positively, it believes RMBS
fundamentals still hinges 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 remains at 7.7% for the rest of 2013, but
      rises to 8.1% in 2014 and job growth would slow to almost
      zero in 2013 and 2014.

   -- Downward pressure causes 1.5% GDP growth in 2013 and 0.6%
      growth in 2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall back to 3.5% in 2013
      and remain there throughout 2014, 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

RATINGS LIST

Ratings Corrected By Raising Them

Chase Funding Trust, Series 2004-1
                                     Rating
Class      CUSIP        To           11/16/12     Pre-11/16/12
IA-5       161546HS8    A+ (sf)      BBB+ (sf)    AAA (sf)
IA-6       161546HT6    AA+ (sf)     A+ (sf)      AAA (sf)
IA-7       161546HU3    A+ (sf)      BBB+ (sf)    AAA (sf)
IM-1       161546HV1    BB (sf)      B- (sf)      AA (sf)

Ratings Lowered

Chase Funding Trust, Series 2004-1
                               Rating
Class      CUSIP        To                       From
IIA-2      161546HZ2    AA+ (sf)                 AAA (sf)
IIM-1      161546JA5    B- (sf)                  B (sf)

Ratings Affirmed

Chase Funding Trust, Series 2004-1

Class      CUSIP        Rating
IM-2       161546HW9    CCC (sf)
IB         161546HX7    CC (sf)
IIM-2      161546JB3    CC (sf)
IIB        161546JC1    CC (sf)


CITIGROUP 2006-FL2: Moody's Cuts Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded one pooled class and two non-
pooled, or rake classes; downgraded two pooled classes; and
affirmed one pooled class and two rake classes of Citigroup
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-FL2. Moody's rating action is as
follows:

Cl. J, Upgraded to A1 (sf); previously on Jul 21, 2010 Upgraded to
A3 (sf)

Cl. K, Downgraded to Caa2 (sf); previously on Dec 9, 2011
Downgraded to B3 (sf)

Cl. L, Affirmed Caa3 (sf); previously on Mar 17, 2011 Downgraded
to Caa3 (sf)

Cl. DHC-1, Upgraded to B1 (sf); previously on Sep 27, 2012
Upgraded to B3 (sf)

Cl. DHC-2, Upgraded to B2 (sf); previously on Sep 27, 2012
Upgraded to Caa1 (sf)

Cl. RAM-1, Affirmed C (sf); previously on Sep 27, 2012 Downgraded
to C (sf)

Cl. RAM-2, Affirmed C (sf); previously on Sep 27, 2012 Downgraded
to C (sf)

Cl. X-3, Downgraded to Caa1 (sf); previously on Sep 27, 2012
Downgraded to B3 (sf)

Ratings Rationale:

The upgrade of Class J was due to increased credit support from
the payoff of one pooled loan since last review. The upgrades of
rake Class DHC-1 and rake Class DHC-2 are due to a decrease in the
loan to value (LTV) ratio for the Doubletree Hospitality & Centre
Plaza Office Loan due to improved asset performance and a partial
loan pay down. The downgrade of Class K was due to the credit
quality of the specially serviced Radisson Ambassador Plaza Hotel
and Casino Loan, the largest loan in the pool. The downgrade of
interest-only Class X-3 is due to a decrease in the credit
performance of the referenced principal classes. The affirmation
of Class L was based on key parameters, including Moody's loan to
value (LTV) ratio remaining within an acceptable range. The
affirmations of rake Class RAM-1 and rake Class RAM-2 are based on
expected loss for the Radisson Ambassador Plaza & Hotel Casino
Loan.

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 September 27, 2012.

Deal Performance:

As of the July 17, 2013 Payment Date , the transaction's
certificate balance decreased by approximately 95% to $71.4
million from $1.3 billion at securitization due to the payoff of
fourteen loans and the partial pay down of one loan. The
certificates are collateralized by two floating-rate loans ranging
in size from 22% to 78% of the pooled trust mortgage balance.

The trust has had $32,224 in losses since securitization affecting
three non-pooled classes. As of the July remittance report,
interest shortfalls totaled $105,707, of which $105,259 affected
non-pooled classes RAM-1 and RAM-2 and the balance affected pooled
Class L. Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs) and extraordinary trust expenses.

The certificates are backed by two mortgage loans that are both
collateralized primarily by hotel properties. One of the two
loans, the Radisson Ambassador Plaza Hotel & Casino Loan (78%) is
in special servicing.

Moody's weighted average LTV ratio for the pooled trust mortgage
balance is 155%, compared to 135% at last review. Moody's stressed
debt service coverage (DSCR) for the pooled trust mortgage balance
is 0.94x, compared to 1.13sx at last review.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents a greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral score is 40. Large loan
transactions generally have a Herf of less than 20. The pool has a
Herf of 1.5, compared to 2 at last review.

The largest pooled exposure is the Radisson Ambassador Plaza Hotel
and Casino Loan ($50.0 million pooled balance -- 78% of the pooled
balance) which is secured by a 233 room full-service hotel with a
15,000 square foot casino located in San Juan, Puerto Rico. There
is also $4.4 million of non-pooled trust debt and $35.6 million in
mezzanine debt. The loan transferred to special servicing in June
2011 due to imminent maturity default. A forbearance Agreement
executed in January 2012 terminated on July 9, 2013. An August
2012 appraisal valued the property for $30.6 million. An appraisal
reduction has been taken on the loan. The borrower has indicated
its inability to pay off the loan and the special servicer is
reviewing its options. Moody's LTV for the trust debt is over
100%. Moody's current credit assessment is Caa3, the same as last
review.

The Doubletree Hospitality & Centre Plaza Loan ($14.3 million --
22%) is secured by a 258-room full service hotel as well as a
61,000 square foot office tower located in Modesto, California.
There is also $2.7 million of rake trust debt and a $7.0 million
subordinate B-Note outside the trust. Revenue per available room
(RevPAR) for the Year-to-Date period ending in May 2013 increased
7% to $77 from $72 during the first five months of the prior year.
RevPAR for the trailing 12-month period ending in May 2013
increased 2% to $74. The loan was modified in December 2011.
Modification terms include the payment of all excess net cash flow
applied to the trust. The trust balance has decreased about 2.0%
since last review. As of March 2013 the office component was 82%
leased, the same as last review. Moody's LTV for the trust debt is
74%. Moody's current credit assessment for the pooled debt is Ba3,
compared to B1 at last review.


COMM 2003-LNB1: Moody's Lowers Rating on Class X-1 Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded one classes and affirmed ten classes of COMM 2003-LNB1,
Commercial Mortgage Pass-Through Certificates as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Feb 7, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Feb 7, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on Feb 7, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aaa (sf); previously on Feb 7, 2013 Affirmed
Aa3 (sf)

Cl. E, Upgraded to A1 (sf); previously on Feb 7, 2013 Affirmed
Baa1 (sf)

Cl. F, Affirmed Ba1 (sf); previously on Feb 7, 2013 Affirmed Ba1
(sf)

Cl. G, Affirmed B2 (sf); previously on Feb 7, 2013 Affirmed B2
(sf)

Cl. H, Affirmed Caa1 (sf); previously on Feb 7, 2013 Affirmed Caa1
(sf)

Cl. J, Affirmed Ca (sf); previously on Feb 7, 2013 Affirmed Ca
(sf)

Cl. K, Affirmed C (sf); previously on Feb 7, 2013 Affirmed C (sf)

Cl. L, Affirmed C (sf); previously on Feb 7, 2013 Affirmed C (sf)

Cl. M, Affirmed C (sf); previously on Feb 7, 2013 Affirmed C (sf)

Cl. X-1, Downgraded to B3 (sf); previously on Feb 7, 2013 Affirmed
Ba3 (sf)

Ratings Rationale:

The upgrades of principal classes D and E are due to overall
improved pool financial performance and increased credit support
due to loan payoffs and amortization.

The downgrade of the IO Class, Class X-1, is a result of the
change in weighted average rating factor (WARF) of its referenced
classes.

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

Moody's rating action reflects a base expected loss of 17.2% 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
5.7% of the original pooled balance compared to 5.6% at the prior
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 Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

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 13 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 February 7, 2013.

Deal Performance:

As of the July 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 84% to $135.7
million from $846 million at securitization. The Certificates are
collateralized by 12 mortgage loans ranging in size from 1% to 48%
of the pool. The pool contains one loan with an investment grade
credit assessment, representing 48% of the pool. There are
currently no loans defeased.

Three loans, representing 7% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Nine loans have been liquidated from the pool, resulting in an
aggregate realized loss of $25.2 million (72% loss severity on
average). Four loans, representing 33% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Palladium at Birmingham ($32.6 million -- 24.1% of the pool),
which is secured by two non-contiguous, Class A retail centers
located in Birmingham, Michigan. The loan transferred to special
servicing in February 2013 due to imminent monetary default. Per
the servicer, there are negotiations regarding a loan
modification. As of January 2013, the property was 79% leased as
leasing efforts continue.

The second largest specially serviced loan is the Fredericksburg
Shopping Center Loan ($5.8 million -- 4.3% of the pool), which is
secured by a 102,262 square foot (SF) anchored retail center
located in Fredericksburg, Virginia. The loan was transferred to
special servicing in June 2013 due to imminent maturity default.
The property is anchored by Bottom Dollar Food, 29% of the net
rentable area (NRA), with a lease until July 2017. Performance has
improved due to rent steps and newly signed leases at higher
rental rates. As of March 2013, the property was 95% leased. The
borrower is pursuing the sale of the property but may request a
maturity extension.

The third largest specially serviced loan is the Offices at
Pennington Point Loan ($3.7 million -- 2.7% of the pool), which is
secured by a 29,657 SF Class B professional office park located in
Pennington, New Jersey. The loan was transferred to special
servicing in June 2012 due to bankruptcy by the borrower. As of
December 2012, the property was 71% leased.

Moody's estimates an aggregate $19.2 million loss for two
specially serviced loans (53% expected loss on average). Moody's
has assumed a high default probability for two poorly performing
loans representing 5% of the pool and has estimated an aggregate
$2.9 million loss (41% expected loss based) from these troubled
loans.

Moody's was provided with full year 2012 operating results for
100% of the pool's non-specially serviced loans. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 81% compared to 78% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 12% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.65%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.17X and 1.36X, respectively, compared to
1.44X and 1.33X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the 75 Rockefeller
Plaza Loan ($65.0 million -- 47.9% of the pool), which is secured
by a 578,241 SF office building that is part of the Rockefeller
Center complex in New York City. The property is 100% leased to
Time Warner Companies Inc. (Moody's Senior Unsecured Rating Baa2,
Stable Outlook) under a 21-year triple net lease that is
coterminous with the loan's maturity in August 2014. Time Warner
has subleased all the space within the building, 96% is currently
occupied, and does not plan to renew its lease. RXR Realty signed
a 99-year triple net lease commencing in August 2014 and plan to
redevelop the asset with completion expected in 3Q 2015. Moody's
credit assessment and stressed DSCR are Aa1 and 2.23X,
respectively, compared to Aa1 and 2.18X at last review.

The top three conduit loans represent 10.8% of the pool. The
largest conduit loan is the Shaw's Merrimack Loan ($9.7 million --
7.2% of the pool), which is secured by a 65,000 SF grocery center
located in Merrimack, New Hampshire. The property is 100% leased
to Shaw's Supermarket until February 2024. Performance has
remained stable. Moody's LTV and stressed DSCR are 98% and 1.10X,
respectively, compared to 100% and 1.08X at last review.

The second largest conduit loan is the Crystal Lake MHC Loan ($2.8
million -- 2.1% of the pool), which is secured by 175-unit mobile
home park located in Troy Township, Ohio. The loan is on the
watchlist since it has passed its maturity date. As of March 2013,
the property was 82% occupied compared to 85% in December 2012.
Performance has remained stable and the loan has amortized 16%
since securitization. Moody's LTV and stressed DSCR are 78% and
1.28X, respectively, compared to 79% and 1.27X at last review.

The third largest conduit loan is the Walgreens Douglasville Loan
($2.2 million -- 1.6% of the pool), which is secured by a 15,000
SF Walgreens located in Douglasville, Georgia. Performance has
remained stable and the loan has amortized 36% since
securitization. Moody's LTV and stressed DSCR are 67% and 1.54X,
respectively, compared to 71% and 1.45X at last review.


COMM 2006-C8: Moody's Affirms 'C' Ratings on 4 Cert. Classes
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
COMM Commercial Mortgage Pass-Through Certificates, Series 2006-C8
as follows:

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

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

Cl. A-4, Affirmed Aaa (sf); previously on Dec 17, 2010 Confirmed
at Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Dec 17, 2010 Confirmed
at Aaa (sf)

Cl. A-M, Affirmed Aa3 (sf); previously on Dec 17, 2010 Downgraded
to Aa3 (sf)

Cl. A-J, Affirmed B3 (sf); previously on Jul 26, 2012 Downgraded
to B3 (sf)

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

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

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

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

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

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

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

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

Cl. XP, Affirmed Aaa (sf); previously on Dec 22, 2006 Definitive
Rating Assigned Aaa (sf)

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

Ratings Rationale:

The affirmations of the investment grade 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. The
ratings of the below-investment grade P&I classes are consistent
with Moody's expected loss and thus are affirmed. 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 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 ratings of the interest-only classes are consistent with the
credit performance of their referenced classes and thus are
affirmed.

Moody's rating action reflects a base expected loss of 9.8% of the
current balance compared to 9.6% at Moody's prior full review.
Moody's base expected loss plus realized losses is now 11.9% of
the original pooled balance compared to 12.7% 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 principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

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 33 compared to 35 at Moody's prior full 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 last review and full
transaction review are summarized in press releases dated July 26,
2012.

Deal Performance:

As of the July 10, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 29% to $2.69
billion from $3.78 billion at securitization. The Certificates are
collateralized by 143 mortgage loans ranging in size from less
than 1% to 13% of the pool. There is one loan with an investment-
grade credit assessment, representing 4% of the pool. Two loans,
representing less than 1% of the pool, have defeased and are
secured by U.S. government securities

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

Twenty-three loans have been liquidated from the pool since
securitization, resulting in a realized loss of $186.4 million
(47% loss severity on average) to the pooled certificates. As of
the most recent remittance statement there are 19 loans,
representing approximately 13% of the pool, in special servicing.
The largest specially serviced loan is the 369 Lexington Avenue
Loan ($58.8 million -- 2.2% of the pool), which is secured by the
borrower's interest in a 150,387 square foot (SF) Class B/C office
building located in the Grand Central office sub-market of New
York City. The loan was transferred to special servicing in
February 2012 due to a maturity default on a cross-collateralized
loan secured by 2 West 46th Street in Midtown Manhattan. This is a
144,000 square foot Class B/C office property. As of May 2013, the
two properties were 100% and 95% leased, respectively.

The remaining specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $126.5 million loss
for 14 specially serviced loans (57% expected loss on average).

Moody's has assumed a high default probability for 12 poorly
performing loans representing 12% of the pool and has estimated an
aggregate $48.5 million loss (15% expected loss on average) from
these troubled loans.

Based on the most recent remittance statement, Classes E through S
have experienced $29.4 million in cumulative interest shortfalls.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, ASERs and extraordinary
trust expenses.

Excluding specially serviced loans, Moody's was provided with full
year 2011 and 2012 operating results for 93% and 92% of the pool's
loans, respectively. Excluding troubled loans and specially
serviced loans with estimated losses, Moody's weighted average LTV
is 106% compared to 102% at Moody's prior full review. Moody's net
cash flow reflects a weighted average haircut of 11.0% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.2%.

Excluding troubled loans and specially serviced loans with
estimated losses, Moody's actual and stressed DSCRs are 1.41X and
1.02X compared to 1.39X and 1.02X at last review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The loan with a credit assessment is the First City Tower Loan
($93.0 million -- 3.1% of the pool), which is secured by a 1.3
million SF office building located in downtown Houston, Texas. The
property is also encumbered with a $17.0 million B-note held
outside the trust. The building's largest tenant is Vinson &
Elkins, which leases 29% of the property's office space through
2021. As of March 2013, the property was 93% leased compared to
92% at last review. The property's net operating income (NOI)
increased in 2012 due to a 7.6% increase in total revenues.
Moody's credit assessment and DSCR are A2 and 1.93X, respectively,
compared to A3 and 1.87X at last review.

The top three performing conduit loans represent 23% of the pool
balance. The largest loan is the Mall of America Loan ($345.0
million -- 12.8% of the pool), which represents a 45.7% pari-passu
interest in a first mortgage loan totaling $755.0 million. The
loan is secured by the borrower's interest in a 2.8 million SF
enclosed super-regional shopping mall/entertainment complex
located in Bloomington, Minnesota. The mall is anchored by Macy's,
Nordstrom, Sears and a variety of entertainment venues. The mall's
financial and leasing performance improved since last review due
to a 4% increase in base rents and a 12.5% increase in recoveries.
As of March 2013, the collateral space was 85% leased compared to
83% at last review and 92% in the second prior review. The decline
in occupancy was largely attributed to the closure of the
Bloomingdales store (8% of total gross leasable area) in March
2012. However, Forever 21 signed a lease in December 2012 for
86,000 SF of the vacant anchor space. Moody's LTV and DSCR are 85%
and 0.98X, respectively, compared to 90% and 0.96X at last review.

The second largest loan is the EZ Storage Portfolio Loan ($150.0
million -- 5.6% of the pool), which represents a 50.0% pari-passu
interest in a $300.0 million first mortgage loan. The loan is
secured by a portfolio of 48 self-storage properties located
across Massachusetts, Michigan, Minnesota, Ohio, Rhode Island and
Virginia. Approximately 50% of the properties are located in the
Detroit, Michigan metro area with the balance in the Boston,
Massachusetts and Minneapolis/St. Paul, Minnesota areas. As of
December 2012, the portfolio was 81% leased compared to 74% in
2011 and 75% at securitization. The 2012 NOI increased 10.6% from
the prior year due to an 8.2% increase in revenue. Moody's LTV and
DSCR are 144% and 0.69X, respectively, compared to 177% and 0.58X
at last review.

The third largest loan is the JQH Hotel Portfolio Loan ($116.3
million -- 4.3% of the pool), which is secured by five hotels
located across Arkansas, Kansas, Michigan, Texas and Virginia. As
of December 2012, the portfolio's weighted average occupancy and
revenue per available room (RevPAR) were 66.8% and $81.89,
respectively, compared to 68.4% and $81.66 in 2011. The 2012 NOI
declined 8.4% from the prior year largely due to a 5% increase in
operating expenses. Moody's LTV and DCSR are 114% and 1.04X,
respectively, compared to 110% and 1.08X at last review.


COMM 2006-FL12: Moody's Cuts Rating on 2 Cert Classes to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five pooled P&I
classes and two pooled interest-only notional classes, downgraded
two pooled interest-only notional classes and affirmed two pooled
P&I classes, one interest-only notional class and seven non-
pooled, or rake, classes of COMM 2006-FL12 Commercial Pass-Through
Certificates as follows:

Cl. A-J, Upgraded to Aaa (sf); previously on Mar 17, 2011
Downgraded to A1 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Mar 17, 2011 Downgraded
to A3 (sf)

Cl. C, Upgraded to A2 (sf); previously on Mar 17, 2011 Downgraded
to Baa2 (sf)

Cl. D, Upgraded to Baa1 (sf); previously on Mar 17, 2011
Downgraded to Ba1 (sf)

Cl. E, Upgraded to Baa3 (sf); previously on Mar 17, 2011
Downgraded to Ba2 (sf)

Cl. F, Affirmed B1 (sf); previously on Mar 17, 2011 Downgraded to
B1 (sf)

Cl. G, Affirmed B3 (sf); previously on Mar 17, 2011 Downgraded to
B3 (sf)

Cl. ES1, Affirmed Caa1 (sf); previously on Oct 25, 2012 Downgraded
to Caa1 (sf)

Cl. ES2, Affirmed Caa2 (sf); previously on Oct 25, 2012 Downgraded
to Caa2 (sf)

Cl. ES3, Affirmed Caa3 (sf); previously on Oct 25, 2012 Downgraded
to Caa3 (sf)

Cl. KR1, Affirmed B3 (sf); previously on Mar 17, 2011 Downgraded
to B3 (sf)

Cl. KR3, Affirmed Caa3 (sf); previously on Mar 17, 2011 Downgraded
to Caa3 (sf)

Cl. TC1, Affirmed Ba2 (sf); previously on Dec 9, 2011 Upgraded to
Ba2 (sf)

Cl. TC2, Affirmed Ba3 (sf); previously on Dec 9, 2011 Upgraded to
Ba3 (sf)

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

Cl. X-3-DB, Downgraded to Ba3 (sf); previously on Oct 25, 2012
Upgraded to Ba2 (sf)

Cl. X-5-DB, Downgraded to Ba3 (sf); previously on Oct 25, 2012
Upgraded to Ba2 (sf)

Cl. X-3-SG, Upgraded to B2 (sf); previously on Oct 25, 2012
Downgraded to B3 (sf)

Cl. X-5-SG, Upgraded to B2 (sf); previously on Oct 25, 2012
Downgraded to B3 (sf)

Ratings Rationale:

The upgrades of pooled P&I Classes AJ through E are due to
increased credit support from the payoff of six loans since last
review and the partial pay down of the remaining three loans in
the pool. The upgrades of interest-only Class X-3-SG and Class X-
5-SG are based on the credit assessments of the two remaining
reference loans, the Avenue at Tower City loan and the Embassy
Suites Lake Buena Vista loan. The downgrades of interest--only
Class X-3-DB and Class X-5-DB are based on the credit assessment
of the one remaining reference loan, the Kerzner International
Portfolio loan. The affirmations of two pooled P&I classes and
seven rake classes are due to key parameters, including Moody's
loan to value (LTV) ratio and Moody's stressed debt service
coverage ratio (DSCR), remaining within acceptable ranges. The
rating of the interest only Class X-2 is consistent with the
expected credit performance of its referenced pooled 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 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 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 October 25, 2012.

Deal Performance:

As of the July 13, 2013 Payment Date the transaction's certificate
balance has decreased approximately 78% to $663.6 million from
$3.0 billion at securitization due to the full pay off of eight
loans, the liquidation of five loans and the discounted pay off of
one loan. Additionally, the pool has decreased due to the payment
of release premiums and/or loan pay downs from the remaining three
loans. The certificates are currently collateralized by three
floating-rate loans ranging in size from 3% to 93% of the pooled
balance.

The pool has experienced $15.8 million in losses due to the
liquidation of the Legacy Bayside loan and the Superstition
Springs loan and the special servicer workout fee related to the
Hotel del Coronado loan.

The largest loan is the Kerzner International Portfolio loan
($477.6 million -- 93% of the pooled balance), a 50% portion of a
pari passu split loan structure that is securitized in CSFB 2006-
TFL2. There is also $143.8 million of non-pooled, or rake, trust
debt (Classes KR1, KR2 and KR3) and an approximately $1.0 billion
non-trust junior secured loan component. The loan is secured by
substantially all of the borrower's real estate assets located on
Paradise Island, Bahamas, including the Atlantis Hotel and the One
& Only Ocean Club Hotel and golf course (106 keys, located one
mile from the Atlantis), a marina and vacant and improved land.
The resort features the largest casino and ballroom in the
Caribbean and water-themed attractions, including the world's
largest open-air marine habitat. The loan is also supported by a
pledge of management agreements and fees relating to the
properties, Harborside timeshare units, and the Residences at
Atlantis and Ocean Club condos. Revenue per available room
(RevPAR), calculated by multiplying the average daily rate by the
occupancy rate, for the trailing 12-month period ending March 2013
was $210 at the Atlantis, unchanged from the trailing 12-month
period ending June 2012, and $818 at the One& Only Ocean Club,
compared to $812 for the trailing 12-month period ending June
2012.

The trust debt has decreased 14% since securitization to $621.5
million from $715.0 million and total debt has decreased to $2.3
billion from $2.8 billion at securitization. The loan was
transferred to special servicing in January 2012 due to the loan
not being paid in full by the extended maturity date of November
21, 2011. On November 1, 2011 the loan was paid down by $100
million from funds in the Excess Cash Reserve Fund in
consideration of a short term extension. A cash trap is in place
whereby excess cash flow after debt service is held by the
servicer and applied to replenish reserves after which excess
funds are applied to pay down the loan balance.

In April 2012 Brookfield Asset Management assumed the mortgage
debt and took over 100% of the equity in the properties in
exchange for the elimination of its $175.4 million B-4-B
Participation and a $10 million principal repayment of the senior
participation. Kerzner continues to manage the properties for a
fee. The term of the loan has been extended to September 2014.

A concern is additional competition from the $3.4 billion Baha Mar
resort complex that broke ground in March 2011 on Nassau's Cable
Beach. Baha Mar is a single-phase project backed by the Chinese
government that is scheduled to open in late 2014. The resort will
feature four hotels with a total of approximately 2,250 rooms, a
golf course, convention center, a casino that is to be the largest
in the Caribbean and a 10-acre Eco Water Park. In overall size and
amenities it is expected to be very similar to the Atlantis. The
project is expected to be future competition for the Atlantis and
complicate the re-financing of the current debt. Moody's credit
assessment for the pooled debt is Ba3, the same as last review.

The Embassy Suites Lake Buena Vista loan ($20.5 million -- 4%) is
secured by a 334-key full-service hotel located in Orlando,
Florida. The loan was transferred to special servicing in October
2011 due to impending maturity default. The loan matured in
November 2011. A forbearance agreement has been in place since
then and expires in November 2013. A cash flow sweep is being
applied to the A-Note balance and the property is currently listed
for sale. Additional debt includes a non-pooled trust component
totaling $4.7 million, Classes ES-1, ES-2 and ES-3, and non-trust
subordinate debt in the amount of $15.0 million. Moody's credit
assessment is Caa1, the same as last review.

The Avenue at Tower City loan ($14.9 million -- 3%) is secured by
a retail property located in downtown Cleveland, Ohio containing
approximately 364,794 square feet. The property was 64% leased as
of April 2013. Moody's credit assessment is Baa3, the same as last
review.


COMM MORTGAGE 2005-FL11: Fitch Affirms CC Rating on Cl. V-GP Trust
------------------------------------------------------------------
Fitch Ratings has affirmed 14 pooled and non-pooled classes of
COMM Mortgage Trust 2005-FL11.

Key Rating Drivers

Although recent valuations and performance indicate the
possibility of greater than previously modeled recoveries on the
remaining loans in the pool, affirmations are warranted at this
time pending the disposition of the largest remaining loan in the
pool. In its review, Fitch analyzed servicer-reported rent rolls,
updated property valuations, and recent lease and sales
comparisons.

Rating Sensitivities

The Negative Outlook remains on class L pending the ultimate
resolution of the DDR/Macquarie Mervyn's Portfolio, which is now
real-estate owned (REO).

The Whitehall/Starwood Golf Portfolio (89.2% of the pooled
balance) is in special servicing; however, the loan remains
current and is under an extended forbearance period. The loan is
backed by fee golf courses and leasehold or managed golf courses
throughout the U.S. There is also $105.6 million in non-pooled
subordinate rake bonds.

The REO DDR/Macquarie Mervyn's Portfolio (10.8%) was originally
collateralized by 35 retail stores, 31 fee and four leasehold,
located in California, Nevada, Arizona and Texas, of which 17
remain. The collateral was previously 100% occupied by Mervyn's,
which is no longer in operation. The total debt includes three A
notes: two fixed rate, pari passu notes with an outstanding
balance of approximately $71 million each, and the floating rate
component in this transaction with an outstanding balance of $11.4
million. Of the remaining properties, the majority have been fully
or partially leased.

Fitch affirms the following pooled and non-pooled classes and
revises the rating Outlooks as indicated:

-- $12.3 million class B at 'AAAsf'; Outlook Stable;
-- $14 million class C at 'AAAsf'; Outlook Stable;
-- $9.5 million class D at 'AAAsf'; Outlook Stable;
-- $12.3 million class E at 'AAAsf'; Outlook Stable;
-- $11.2 million class F at 'AA+sf'; Outlook Stable;
-- $9.5 million class G at 'AA-sf'; Outlook Stable;
-- $8.4 million class H at 'Asf'; Outlook to Stable from Negative;
-- $9.5 million class J at 'BBBsf'; Outlook to Stable from
   Negative;
-- $10.1 million class K at 'B-sf'; Outlook Negative;
-- $8.4 million class L at 'Dsf', RE 20%;
-- $27.9 million class S-GP at 'BBsf'; Outlook to Stable from
   Negative;
-- $31.9 million class T-GP at 'Bsf'; Outlook to Stable from
   Negative;
-- $32.4 million class U-GP at 'CCCsf'; RE 100%';
-- $13.4 million class V-GP at 'CCsf'; RE 100%.

Classes A-1, A-J, X-1, X-2-SG, X-3-SG, M-SHI, M-COP, M-GP, N-GP,
O-GP, P-GP, Q-GP, and R-GP have paid in full. Classes X-2-CB, X-2-
DB, X-3-CB and X-3-DB were previously withdrawn.


CONNECTICUT VALLEY II: S&P Affirms 'CCC+' Rating on 2 Note Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 notes from Connecticut Valley Structured Credit CDO II Ltd.
(CVSC II), and removed them from CreditWatch where it placed them
with positive implications on May 17, 2013.  At the same time, S&P
affirmed its ratings on the class B-1, B-2, C-1, and C-2 notes.
CVSC II is a U.S. corporate collateralized debt obligation (CDO)
of CDOs transaction managed by Babson Capital Management LLC.

CVSC II hit an event of default (EOD) in August 2009 and the
controlling class voted to accelerate in September 2009.
Following the EOD and subsequent acceleration, the payment
priorities pay the class A interest and principal before paying
any interest or principal to the subordinate classes.  As a
result, the class A-2 notes have paid down almost $100 million
since S&P's last rating action in April 2012.

The current underlying collateral consists mostly of tranches from
various collateralized loan obligations (CLO).  The underlying CLO
tranches have had significant delevering and collateral quality
improvements leading to increased credit support available across
their capital structures.  As a result, about $67.35 million in
par in CVSC II has been upgraded since S&P's last rating action;
this upgraded collateral par is about 49.21% of the current pool.

Additionally, the transaction has less than $0.7 million in
defaulted assets per the June 5, 2012, trustee report, which S&P
used for the current rating action.  This is down from the
$4 million in defaulted assets noted in the March 5, 2012, report,
which S&P used for its analysis for the last rating action in
April 2012.

S&P affirmed the class B and C notes at this time primarily
because these notes will not get any interest or principal
payments until the class A-2 notes are paid in full.  They will
continue to capitalize the interest due on them, increasing the
total note balance outstanding to be paid.  However, S&P do note
that the transaction is significantly overcollateralized.  Due to
the class B notes' overcollateralization and size, they could
potentially pay off in a short amount of time once the senior
notes are paid off.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Connecticut Valley Structured Credit CDO II Ltd.

Class               Rating
              To             From

A-2           AA- (sf)       BBB (sf)/Watch Pos
B-1           B (sf)         B (sf)
B-2           B (sf)         B (sf)
C-1           CCC+ (sf)      CCC+ (sf)
C-2           CCC+ (sf)      CCC+ (sf)


CONNECTICUT VALLEY III: S&P Assigns 'B+' Rating to 2 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the A-1,
A-2, C-1, and C-2 notes from Connecticut Valley Structured Credit
CDO III Ltd. (CVSC III), a U.S. corporate collateralized debt
obligation (CDO) of CDOs transaction that is managed by Babson
Capital Management LLC.  At the same time, S&P affirmed its
ratings on the A-3A and A-3B notes.  S&P removed all of the notes
from CreditWatch, where it had placed them with positive
implications on May 17, 2013.

The upgrades primarily reflect paydowns to the senior notes, as
well as an improvement in the underlying collateral.

CVSC III's reinvestment period ended in March 2011, and all
principal proceeds are being used to pay down the notes.  The A-1
notes have delevered by a total of $73.68 million since S&P's last
rating action in March 2012, and the notes are currently 36.04% of
the original notional.  As a result, the collateralization
available to the notes has increased, resulting in higher
overcollateralization ratios (O/C).  Since the time of S&P's last
rating action, the A-3B O/C ratio has improved by 10.51%, the B-2
O/C by 9.21%, and the C-2 O/C by 8.8%.

CVSC III's underlying pool currently consists of tranches from
various collateralized loan obligations (CLOs).  The underlying
CLO tranches have had significant improvements in collateral
quality and delevering, leading to better credit support available
across their capital structures.  As a result, about
$151.97 million in par has been upgraded since S&P's last rating
action in March 2012.  This upgraded collateral par is about
58.65% of the current pool.

Additionally, CVSC III now holds a lower number of defaulted
assets than it had at the time of S&P's previous rating action.
The transaction has about $2.5 million in defaulted assets (as per
the trustee report dated June 17, 2013, which S&P used for the
current rating action).  This compares with the $7.48 million in
defaulted assets noted in the Jan. 25, 2012, report (which S&P
used for its analysis at the time of its last rating action).

The affirmations reflect current credit support levels that S&P
believes is sufficient to maintain the current ratings following
its upgrade of the notes in March 2012.

S&P will continue to review whether, in its view, its current
ratings on 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

Connecticut Valley Structured Credit CDO III Ltd.
                     Rating
Class           To           From
A-1             A- (sf)      BBB+ (sf)/Watch Pos
A-2             BBB+ (sf)    BBB (sf)/Watch Pos
A-3A            BB+ (sf)     BB+ (sf)/Watch Pos
A-3B            BB+ (sf)     BB+ (sf)/Watch Pos
C-1             B+ (sf)      B (sf)/Watch Pos
C-2             B+ (sf)      B (sf)/Watch Pos


CORPORATE BACKED 2003-17: Moody's Hikes Class A-1 Certs to 'B1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
certificates issued by Corporate Backed Trust Certificates, Sprint
Capital Note-Backed Series 2003-17:

$25,000,000 Principal Amount of 7.00% Class A-1 Certificates due
2028, Upgraded to B1; previously on April 16, 2013 B3 Placed Under
Review Direction Uncertain

Ratings Rationale:

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $25,455,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation, which was upgraded to B1 by Moody's on July
19, 2013.

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 rating is a pass-through of the rating of
the underlying security.

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 rating on the
certificate.


CPORTS POTOMAC 2007-1: Moody's Hikes Rating on Class B Notes to B2
------------------------------------------------------------------
Moody's Investors Service took the following rating action on a
note issued by CPORTS Potomac 2007-1 Segregated Portfolio, a
corporate synthetic collateralized debt obligation transaction
(the "Collateralized Synthetic Obligation" or "CSO"). The CSO,
issued in 2007, references a portfolio of senior unsecured and
subordinated corporate bonds.

$25,000,000 Class B Floating Rate Notes Due 2015 Notes, Upgraded
to B2 (sf); previously on June 4, 2012 Upgraded to Caa2 (sf).

Ratings Rationale:

Moody's rating action is the result of the improving credit
quality of the reference portfolio, shortened time to maturity of
the CSO and the level of credit enhancement remaining in the
transaction.

Since the last rating review in June 2012, the ten year weighted
average rating factor (WARF) of the portfolio decreased from 637
to 598, excluding settled credit events. Fifteen reference
entities have a negative outlook compared to eight that have a
positive outlook, and four reference entities are on watch for
downgrade compared to none on watch for upgrade. Previously, there
were 9 reference entities with a negative outlook compared to 6
that were positive, and 11 entities on watch for downgrade
compared to none on watch for upgrade.

The portfolio has a 37.2% exposure to references in the Banking,
Finance, Insurance and Real estate sector (Banking and FIRE) and
the WARF in this sector has improved, decreasing to 358 from 383
in June 2012. The WARF for references in this sector based on
Market Implied Ratings (MIRS) has also improved, decreasing to 482
from 706 over the same period.

According to the trustee report from May 2013, the portfolio has
experienced eight credit events, equivalent to 8.5% of the
portfolio based on the portfolio notional value at closing. The
subordination of the rated tranche has been reduced by 2.9% since
issuance. The portfolio has had credit events on Cemex, S.A.B. de
C.V., CIT Group Inc., Federal Home Loan Mortgage Corporation,
Federal National Mortgage Association, Glitnir banki hf,
Landsbanki Islands hf, Lehman Brothers Holdings Inc. and
Washington Mutual, Inc.

The CSO has a remaining life of 2.19 years.

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM v 2.8-9

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios. Results are given in terms of the number of
notches' difference versus the base case, where higher notches
correspond to lower expected losses, and vice-versa:

- Moody's reviews a scenario consisting of reducing the maturity
   of the CSO by six months, keeping all other things equal. The
   result of this run is one notch above the base case.

- MIRs are modeled in place of the corporate fundamental ratings
   to derive the default probability of the reference entities in
   the portfolio. The gap between an MIR and a Moody's corporate
   fundamental rating is an indicator of the extent of the
   divergence in credit view between Moody's and the market. The
   result of this run is one notch lower than in the base case.

- This transaction has a 4.92% exposure to references in the
   Banking, Finance, Insurance and Real Estate sector domiciled in
   Europe. Moody's conducted a stress scenario by applying a
   default probability to these references derived from the
   subordinated rating of the issuer and assigning a recovery rate
   of 90% if the reference is a senior unsecured bond, or 10% if
   the reference is a subordinated bond. The result of this run is
   comparable to the base case.

Moody's notes that the key model inputs it uses in its analysis
are based on its published methodology, and may be different from
the manager/arranger's reported numbers. In particular, rating
assumptions for all publicly rated corporate credits in the
underlying portfolio have been adjusted for "Review for Possible
Downgrade", "Review for Possible Upgrade", or "Negative Outlook".

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's website.

Moody's analysis of CSOs is subject to uncertainties, the primary
sources of which include complexity, governance and leverage.
Although the CDOROM model captures many of the dynamics of the
Corporate CSO structure, it remains a simplification of the
complex reality. Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities. The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee. Although the impact of these decisions is
mitigated by structural constraints, anticipating the quality of
these decisions necessarily introduces some level of uncertainty
in Moody's assumptions. Given the tranched nature of CSO
liabilities, rating transitions in the reference pool may have
leveraged rating implications for the ratings of the CSO
liabilities, thus leading to a high degree of volatility. All else
being equal, the volatility is likely to be higher for more junior
or thinner liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
developments.


CRAFT 2007-1: S&P Raises Rating on Class E Notes to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on CRAFT
2007-1 Ltd.'s Class D and E notes.  CRAFT 2007-1 Ltd. is a U.S.
hybrid collateralized loan obligation (CLO) transaction that
closed in March 2007.  Hybrid CLOs are corporate collateralized
debt obligation (CDO) transactions that combine elements of both
cash flow and synthetic CDOs.

The transaction's replenishment period ended in March 2012.  Since
then, the reference obligations have started to amortize, and as a
result, the unfunded notional amount has been reduced by more than
$216 million.

The transaction incorporates a custodial account that is used to
cover the losses of any defaults in the portfolio, and the
remaining balance is used to pay the principal of the Class D and
E notes.  When S&P downgraded the Class D and E notes in April
2010, the custodial account had decreased to $29.3 million from
its initial balance of $74.0 million.  However, since then, the
transaction has used recoveries to rebuild the custodial account
balance to $72.9 million.

The upgrades reflect the unwinding of the swap notional and the
increase in the custodial account balance.  The improvements are
also evident in the Class D and E overcollateralization ratios,
which have increased since S&P's April 2010 rating actions.

The rating actions on the Class D and E notes were driven by the
application of the largest obligor test, a supplemental stress
test S&P introduced as part of its corporate CDO criteria update.

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 Raised

CRAFT 2007-1 Ltd.

                   Rating
Class         To           From
D             BBB+ (sf)    CCC- (sf)
E             BB+ (sf)     CC (sf)


CREDIT SUISSE 2007-TFL2: S&P Raises Rating on A-1 Certs From 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-1 commercial mortgage pass-through certificates from Credit
Suisse First Boston Mortgage Securities Corp.'s series 2007-TFL2,
a U.S. commercial mortgage-backed securities (CMBS) transaction,
to 'BBB (sf)' from 'BB- (sf)'.

The raised rating follows S&P's analysis of the transaction, which
included its review of the two remaining loans' credit
characteristics, the transaction structure, the liquidity
available to the trust, as well as S&P's revaluation of the
remaining two loans.  The raised rating reflects S&P's expected
available credit enhancement for the class, which it believes is
greater than its most recent estimate of necessary credit
enhancement for the most recent rating level as well as S&P's
views regarding the current and future performance of the
transaction's collateral.  S&P also considered the reduction of
the pool trust balance, as well as its derived stressed loan-to-
value (LTV) ratio on the trust balance of below 100% for both
loans.

As of the July 15, 2013, trustee remittance report, the pool trust
balance totaled $715.1 million and comprised two floating-rate
loans indexed to one-month LIBOR, one of which is currently with
the special servicer, CT Investment Management Co. LLC (CTIMCO).
The current pool trust balance has declined by 40.7% since
issuance.  The one-month LIBOR was 0.1925%, according to the July
2013 trustee remittance report.

S&P partly based its analysis of the two loans on its review of
the borrowers' operating statements for the years ended Dec. 31,
2012, 2011, 2010, and 2009; the available borrowers' 2013 budgets;
and the June 28, 2013 rent rolls for the office collateral.

The larger of the two remaining loans, the Planet Hollywood Resort
& Casino loan, has a whole-loan balance of $513.2 million, which
is split into a $425.9 million senior note that makes up 59.6% of
the pool trust balance and three subordinate B notes totaling
$87.3 million held outside the trust.  The loan is secured by a
2,496-room, full-service gaming hotel in Las Vegas.  According to
the master servicer, KeyBank Real Estate Capital (KeyBank), the
loan was modified on Feb. 19, 2010, and returned to the master
servicer on May 20, 2010.  The terms of the loan modification
included, but are not limited to, reducing the principal of the
$400.0 million subordinate B notes and extending the loan's
maturity to Dec. 9, 2013 from Dec. 9, 2011.  KeyBank indicated
that the borrower has the option to further extend the loan's
maturity, to April 9, 2015 from Dec. 9, 2013, upon meeting certain
conditions, including a debt yield test.  KeyBank stated that the
borrower paid the special servicing and workout fees on this loan.
The borrower's operating statements reported increased or stable
net operating income (NOI) for the past four years.  The operating
statements for the year ended Dec. 31, 2012 reported 92.9%
occupancy, a $105.28 average daily rate, and revenue per available
room of $97.80.  KeyBank reported a debt service coverage (DSC) of
3.73x for the trailing-12-months ended March 31, 2013.  The most
recent appraisal, dated Sept. 9, 2011, valued the property at
$775.0 million.  S&P's adjusted valuation, using a weighted
average capitalization rate of 10.21%, yielded an in-trust
stressed LTV ratio of 83.8%.

"The smaller of the two remaining loans, the Whitehall Seattle
Portfolio loan, has a whole-loan balance of $463.0 million, which
is split into a $289.2 million senior note that makes up 40.4% of
the pool trust balance and two subordinate B notes totaling
$173.8 million held outside the trust.  In addition, the equity
interests in the borrower of the whole loan secure five mezzanine
notes totaling $430.2 million.  The loan is secured by 11 office
properties totaling 2.6 million sq. ft. in Bellevue, Seattle, and
Mercer Island, Wash.  The loan was transferred to the special
servicer on Dec. 23, 2011, due to imminent maturity default after
the borrower indicated that it would not be able to pay off the
loan by its April 9, 2012, maturity date.  CTIMCO stated that the
borrower is in discussions with the respective lenders on
potential workout strategies, which may include restructuring and
extending the maturity on the loan.  The borrower's combined
operating statements for the office portfolio reported declining
NOI for the past few years, mainly due to declining occupancy.
The overall occupancy on the office portfolio was 60.4%, according
to the June 28, 2013 rent rolls.  KeyBank reported a combined DSC
of 5.65x for the year ended Dec. 31, 2012.  The most recent
appraisals valued the office portfolio at $693.6 million as of
May 2013.  Our adjusted valuation, using a weighted average
capitalization rate of 7.10%, yielded an in-trust stressed LTV
ratio of 91.6%," 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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com


CREST 2000-1: Moody's Affirms 'Caa3' Rating on $21MM Notes
----------------------------------------------------------
Moody's Investors Service has affirmed the rating of one class of
Notes issued by Crest 2000-1, Ltd. The affirmation is due to the
key transaction parameters performing within levels commensurate
with the existing ratings levels. The mitigation of the credit
risk of the remaining collateral has been offset by a lower
recovery rate and concentration risk due to the number of
remaining asset names. 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:

$21,000,000 Class D Fourth Priority Fixed Rate Term Notes,
Affirmed Caa3 (sf); previously on Sep 21, 2011 Upgraded to Caa3
(sf)

Ratings Rationale:

Crest 2000-1 Ltd. is a static cash transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (100% of
the pool balance). As of the June 28, 2013 Trustee report, the
aggregate Note balance of the transaction, including preferred
shares was $26.2 million compared to $487 million at issuance,
with the paydown directed to the Class D Notes, as a result of
regular amortization of the underlying collateral.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 1
compared to 549 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (100% compared to 86.3% at last
review), A1-A3 (0%, the same as at last review), Baa1-Baa3 (0%,
the same as at last review), Ba1-Ba3 (0% compared to 10% at last
review), B1-B3 (0%, the same as at last review), and Caa1-C (0%
compared to 3.7% at last review).

Moody's modeled a WAL of 1.9 years compared to 1.5 years at last
review. The current WAL is based upon assumptions about extensions
on the underlying collateral assets.

Moody's modeled a fixed WARR of 38.9% compared to 46.4% at last
review.

Moody's modeled a MAC of 99.1% compared to 4.5% 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, which was 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
38.9% to 28.9% or up to 48.9% does not result in any further
ratings movement on the rated tranche.

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.


CREST 2003-2: Moody's Affirms Caa3 Ratings on 2 Note Classes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four classes
of Notes and affirmed the ratings of four classes of Notes issued
by Crest 2003-2, Ltd. The upgrades are due to greater than
expected amortization on the underlying collateral. The
affirmations are due to the key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-Remic) transactions.

Moody's rating action is as follows:

Cl. B-1, Upgraded to A3 (sf); previously on Oct 27, 2010
Downgraded to Baa2 (sf)

Cl. B-2, Upgraded to A3 (sf); previously on Oct 27, 2010
Downgraded to Baa2 (sf)

Cl. C-1, Upgraded to Baa3 (sf); previously on Oct 27, 2010
Downgraded to Ba2 (sf)

Cl. C-2, Upgraded to Baa3 (sf); previously on Oct 27, 2010
Downgraded to Ba2 (sf)

Cl. D-1, Affirmed Caa1 (sf); previously on Aug 17, 2011 Downgraded
to Caa1 (sf)

Cl. D-2, Affirmed Caa1 (sf); previously on Aug 17, 2011 Downgraded
to Caa1 (sf)

Cl. E-1, Affirmed Caa3 (sf); previously on Oct 27, 2010 Downgraded
to Caa3 (sf)

Cl. E-2, Affirmed Caa3 (sf); previously on Oct 27, 2010 Downgraded
to Caa3 (sf)

Ratings Rationale:

Crest 2003-2, Ltd. is a static cash transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (86.8%
of the pool balance), commercial real estate CDOs (3.2%), rake
bonds (5.2%), and real estate investment trust (REIT) debt (4.8%).
As of the June 28, 2013 Trustee report, the aggregate Note balance
of the transaction, including preferred shares was $178.2 million
compared to $325 million at issuance, with the paydown directed to
the Class B Notes, as a result of regular amortization of the
underlying collateral.

There are seventeen assets with a par balance of $52.3 million
(33.5% of the current pool balance) that are considered Defaulted
Securities as of the June 28, 2013 Trustee report. Sixteen of
these assets (90.4% of the defaulted balance) are CMBS, and one
asset is a CRE CDO (9.6%). While there has not been any realized
losses to date, Moody's does expect moderate losses to occur once
they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 4,410
compared to 3,829 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (4.1% compared to 4.2% at last
review), A1-A3 (2.5% compared to 2.9% at last review), Baa1-Baa3
(19.2% compared to 15.9% at last review), Ba1-Ba3 (13.4% compared
to 27.2% at last review), B1-B3 (18.2% compared to 14.5% at last
review), and Caa1-C (42.6% compared to 35.2% at last review).

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

Moody's modeled a fixed WARR of 16.6% compared to 16.3% at last
review.

Moody's modeled a MAC of 9.3% compared to 7.7% at last review.

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

The cash flow model, CDOEdge v3.2.1.2, which was 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
16.6% to 6.6% or up to 26.6% would result in a modeled rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
2 notches upward, respectively.

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

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


DBUBS COMMERCIAL 2011-C3: Moody's Keeps B2 Rating on Cl. F Certs
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of twelve classes
of DBUBS Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2011-C3 as follows:

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

Cl. A-2, Affirmed Aaa (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Aaa (sf)

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

Cl. B, Affirmed Aa2 (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Sep 1, 2011 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Sep 1, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Sep 1, 2011 Definitive
Rating Assigned B2 (sf)

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

Cl. X-B, 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, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings. The ratings of the
IO Classes, Class X-A and Class X-B, are consistent with the
expected credit performance of their related referenced classes
and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
2.6% of the current balance. At last review, Moody's cumulative
base expected loss was 2.4%. 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 principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

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's loan level Herf score is 18, compared to 19 at last review.
This score is within the band of Herf scores found in most multi-
borrower transactions issued between 2009 and 2011. The pool's
property level Herf score is 22, compared to 23 at last review.
The large loan methodology was not used based on the property
level Herf.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 9, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 3% to $1.35
billion from $1.40 billion at securitization. The Certificates are
collateralized by 42 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans representing 64% of
the pool. The pool contains two loans with investment grade credit
assessments, representing 11% of the pool.

One loan, representing 7% 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.

There are no loans in special servicing and no liquidated loans to
date.

Moody's was provided with full year 2011 and/or 2012 operating
results for 95% and 97% of the pool's loans, respectively. Moody's
weighted average LTV is 96% compared to 99% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 15% 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 1.45X and 1.09X compared
1.43X compared to 1.05X at last review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service.

The largest loan with a credit assessment is the Columbia Sussex
Hotel Portfolio Loan ($97.4 million -- 7.2% of the pool), which is
secured by a 8 cross-collateralized, cross-defaulted full service
hotels containing 2,342 rooms in eight states (CA, NM, AK, TX, FL,
OH, MA, AL). Hotel brands include JW Marriott, Marriott,
Courtyard, Hilton, and Doubletree. As of December 2012, the
portfolio had an occupancy rate of 59% and revenue per available
room (RevPAR) of $82, compared to 61% and $78 in 2011. Although
occupancy levels have dropped slightly, performance improved since
securitization due to an increase in average daily rate (ADR).
Moody's current credit assessment and stressed DSCR are A1 and
2.58X, respectively, compared to A1 and 2.47X at last review.

The second loan with a credit assessment is the Ridgeway Shopping
Center Loan ($47.9 million -- 3.5% of the pool), which is secured
by two retail buildings, a pad site, and a 5-story parking garage
located in Stamford, Connecticut. The property was 97% leased as
of March 2013, compared to 99% at last review. Property
performance has improved mainly due a decrease in operating
expenses. Moody's current credit assessment and stressed DSCR are
Baa1 and 1.94X, respectively, compared to Baa1 and 1.89X at last
review.

The top three conduit loans represent 30% of the pool balance. The
largest loan is the Three Allen Center Loan ($160.9 million --
11.9% of the pool), which is a 50-story, Class A office building
in a 4-building complex (called Allen Center) located in the
central business district (CBD) of Houston, Texas. Buildings in
the complex are connected by skywalks and offer access to parking,
health clubs, hotels, restaurants, retail shops, & services. The
property was 89% leased as of March 2013 compared to 92% at last
review. Property performance has improved mainly due to an
increase in rental revenue. Moody's LTV and stressed DSCR are 93%
and 1.08X, respectively, compared to 101% and 0.99X at last
review.

The second largest conduit loan is the Times Square Hotel
Portfolio Loan ($138.1 million -- 10.2% of the pool), which is
secured by a two adjacent 33-story limited service hotels, the
Fairfield Inn Times Square and Four Points Sheraton Times Square,
and a 5,000 SF rooftop lounge in New York City. As of March 2013,
the portfolio had a trailing twelve occupancy rate of 95% and
RevPAR of $234, compared to 91% and $199 in 2011. Both occupancy
and ADR have improved at each property resulting in a greater than
17% increase in the portfolio RevPAR from 2011 to 2012. Moody's
LTV and stressed DSCR are 94% and 1.20X, respectively, compared to
103% and 1.10X at last review.

The third largest conduit loan is the Quadrus Office Park Loan
($112.0 million -- 8.3% of the pool), which is secured by nine
Class A office buildings located on Sand Hill Road in Menlo Park,
California. One of the nine buildings was completed post
securitization. The collateral was 68% leased as of March 2013,
compared to 75% at last review. Property performance has declined
since last review due to an increase in operating expenses and a
slight decrease in rental revenue. Moody's LTV and stressed DSCR
are 113% and 0.84X, respectively, compared to 110% and 0.86X at
last review.


DLJ MORTGAGE 2000-CKP1: Moody's Cuts Class S Notes Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of one class and
downgraded the rating of one class of DLJ Mortgage Corporation,
Series 2000-CKP1, as follows:

Cl. B-5, Affirmed C (sf); previously on Apr 28, 2010 Downgraded to
C (sf)

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

Ratings Rationale:

The rating of the one remaining below investment grade P&I class
is consistent with Moody's expected loss and thus is affirmed.

The rating of the IO class, class S, is being downgraded to align
it with the credit performance of its referenced classes.

Moody's rating action reflects a base expected loss of 35.7% of
the current balance compared to 16.6% at last review. Base
expected losses and realized losses have decreased to 6.0% of the
original balance from 6.1% 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 also utilized a loss and recovery approach in rating the
P&I classes in this deal since 54% of the pool is in special
servicing. In this approach, Moody's determines a probability of
default for each specially serviced loan and determines a most
probable loss given default based on a review of broker's opinions
of value (if available), other information from the special
servicer and available market data. The loss given default for
each loan also takes into consideration servicer advances to date
and estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected
loss estimate, Moody's then applies the aggregate loss from
specially serviced loans to the most junior class(es) and the
recovery as a pay down of principal to the most senior class(es).
The analyst may have also identified troubled loans which are
blown up in addition to specially serviced loans.

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 four compared to five 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 26, 2012.

Deal Performance:

As of the July 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 98.5% to $19.6
million from $1.29 billion at securitization. The Certificates are
collateralized by six mortgage loans ranging in size from less
than 7% to 36% of the pool, with the top three loans representing
74% of the pool.

Sixty-one loans have been liquidated from the pool, resulting in a
realized loss of $70.3 million (29.5% loss severity on average).
Currently four loans, representing 56.5% of the pool, are in
special servicing. The largest specially serviced exposure is 100
Demarest Drive ($4.7 million -- 24.1% of the pool). The loan is
secured by two warehouse buildings totaling 117K square feet (SF)
located in Wayne Township, New Jersey. The property was 45% as of
March 2013, the same as at Moody's prior review. The loan was
transferred to special servicing in July 2010 due to a pending
maturity default. A motion for a receiver was denied in October
2011. The special servicer indicated that a foreclosure trial is
set for August.

The second largest specially serviced loan is the Laddins Rock
Loan ($2.6 million -- 13.5% of the pool). The loan is secured by a
24 unit multifamily building located in Stamford, Connecticut. The
borrower is currently under contract to close on a purchase of the
note.

The third largest specially serviced loan is the Cambridge Court
Retirement Community ($2.2 million -- 11.1% of the pool). The loan
is secured by a skilled nursing facility located in Great Falls,
Montana. The loan was transferred to special servicing in January
2008 for maturity default. A receiver was appointed in August
2010. The property was attempted to be sold in November 2012 with
no offers in excess of the reserve price. The property became REO
in May 2013. The property was foreclosed on in May 2013 with the
note holder being the winning bidder. The property is subject to
one-year right of redemption.

Moody's has estimated an aggregate $6.9 million loss (62.5%
expected loss overall) for the specially serviced loans.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the pool. Excluding specially serviced and
troubled loans, Moody's weighted average conduit LTV is 66%
compared to 68% at last review. Moody's net cash flow reflects a
weighted average haircut of 12% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.38X and 1.83X, respectively,
compared to 1.28X and 1.50X, 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 remaining two conduit loans represent 43.5% of the pool
balance. The largest loan is the Streetsboro Market Square Loan
($7.1 million -- 36.3% of the pool), which is secured by a grocery
anchored retail property located in Streetsboro, Ohio. The
property was 91% occupied as of September 2012, compared to 87% at
last review. Moody's LTV and stressed DSCR are 75% and 1.37X,
respectively, compared to 84% and 1.23X at last review.

The second largest loan is the Colony Square Apartments Loan ($1.4
million -- 7.2% of the pool), which is secured by a 184 unit
apartment building located in Shreveport, Louisiana. The property
was 95% occupied as of year-end 2012, compared to 98% as of year-
end 2011 and 2010. Property performance has improved since 2010
due to increased rental revenue and stable operating expenses.
Moody's LTV and stressed DSCR are 24% and 4.13X, respectively,
compared to 27% and 3.58X at last review.


DRYDEN XXI: Supplemental Indenture No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service determined that entry by Dryden XXI
Leveraged Loan CDO LLC, a CLO, into a supplemental indenture dated
as of July 19, 2013 among the Issuer and Deutsche Bank Trust
Company Americas, as Trustee, and performance of the activities
contemplated therein, will not in and of themselves and at this
time cause the qualification, downgrade or withdrawal of the
current Moody's rating of any Class of Secured Notes issued by the
Issuer. Moody's does not express an opinion as to whether the
Supplemental Indenture could have non-credit-related effects.

The Sixth Supplemental Indenture amends the definition of "Cov-
Lite Loan" to exclude loans which contain either a cross-default
provision or are pari-passu with another loan from the same
facility of the underlying obligor that require compliance with
both an Incurrence Covenant and a Maintenance Covenant. Moody's
was informed that requisite noteholder consent has been obtained
with respect to the Sixth Supplemental Indenture.

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 Investors Service did not receive or take into
account a third-party due diligence report on the underlying asset
or financial instruments related to the monitoring of the
transaction in the past six months.

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 July 15, 2011, Moody's upgraded the ratings of the following
notes issued by Dryden XXI Leveraged Loan CDO:

$20,000,000 Class B Second Priority Senior Secured Floating Rate
Notes Due 2020, Upgraded to Aa3 (sf); previously on Jun 22, 2011
A1 (sf) Placed Under Review for Possible Upgrade;

$20,000,000 Class C Third Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2020, Upgraded to A3 (sf); previously on
Jun 22, 2011 Baa1 (sf) Placed Under Review for Possible Upgrade;

$18,750,000 Class D Forth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2020, Upgraded to Baa2 (sf); previously on
Jun 22, 2011 Ba1 (sf) Placed Under Review for Possible Upgrade.

In addition, Moody's confirmed the rating of the following notes:

$365,000,000 Class A First Priority Senior Secured Floating Rate
Notes Due 2020, Confirmed at Aa1 (sf); previously on Jun 22, 2011
Aa1 (sf) Placed Under Review for Possible Upgrade.


DRYDEN XXVI: S&P Affirms 'B' Rating to Class F Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dryden
XXVI Senior Loan Fund/Dryden XXVI Senior Loan Fund LLC's
$387.0 million in floating-rate notes following the transaction's
effective date as of May 14, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Dryden XXVI Senior Loan Fund/Dryden XXVI Senior Loan Fund LLC

Class                      Rating                      Amount
                                                     (mil. $)
X                          AAA (sf)                       3.0
A                          AAA (sf)                     262.0
B                          AA (sf)                       38.0
C (deferrable)             A (sf)                        35.0
D (deferrable)             BBB (sf)                      20.0
E (deferrable)             BB (sf)                       17.0
F (deferrable)             B (sf)                         7.0
P                          AA+ pNRi (sf)(i)               5.0

(i) The 'p' subscript indicates that the rating addresses only
     the principal portion of the obligation.

'NRi' indicates that the interest is not rated.


DUANE STREET I: Moody's Raises Rating on $7MM Cl. E Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Duane Street CLO 1:

$15,000,000 Class C Deferrable Mezzanine Floating Rate Notes Due
2017, Upgraded to Aaa (sf); previously on July 15, 2013 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade;

$15,000,000 Class D Deferrable Mezzanine Floating Rate Notes Due
2017, Upgraded to A2 (sf); previously on July 15, 2013 Upgraded to
Baa1 (sf) and Placed Under Review for Possible Upgrade;

$7,000,000 Class E Deferrable Junior Floating Rate Notes Due 2017,
Upgraded to Ba1 (sf); previously on July 15, 2013 Upgraded to Ba2
(sf) and Placed Under Review for Possible Upgrade;

$5,000,000 Class Z-2 Combination Notes Due 2017 (current rated
balance of $2,684,017), Upgraded to Aaa (sf); previously on July
15, 2013 A1 (sf) Placed Under Review for Possible Upgrade.

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

$185,000,000 Class A Senior Floating Rate Notes Due 2017 (current
outstanding balance of $16,869,329), Affirmed Aaa (sf); previously
on July 15, 2011 Upgraded to Aaa (sf);

$65,000,000 Class A-2 Senior Delayed Draw Floating Rate Notes Due
2017 (current outstanding balance of $5,927,061), Affirmed Aaa
(sf); previously on July 15, 2011 Upgraded to Aaa (sf);

$36,000,000 Class B Senior Floating Rate Notes Due 2017, Affirmed
Aaa (sf); previously on July 15, 2013 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in October 2012. Moody's notes that the Class A
Senior Notes have been paid down by approximately 84.82% or $127.4
million since October 2012. Based on the latest trustee report
from June 2013, the Class A/B, Class C/D and Class E
overcollateralization (OC) ratios are reported at 184.4%, 122.1%
and 113.2%, respectively, versus August 2012 levels of 125.8%,
109.9% and 106.8%, respectively. In taking the foregoing actions,
Moody's also announced that it had concluded its review of its
ratings on the issuer's Class C Notes, Class D Notes, Class E
Notes, and Class Z-2 Composite Notes announced on July 15, 2013.
At that time, Moody's said that it had upgraded and placed certain
of the issuer's ratings on review primarily as a result of
substantial deleveraging of the senior notes and increases in OC
ratios resulting from high rates of loan collateral prepayments
during the first half of 2013.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the rating action in October 2012. Based on the June 2013
trustee report, the weighted average rating factor is currently
3025 compared to 2906 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 $103.7 million, defaulted par of $12.1
million, a weighted average default probability of 19.01%
(implying a WARF of 3177), a weighted average recovery rate upon
default of 49.34%, and a diversity score of 24. 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.

Duane Street CLO 1, issued in October 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class Z-2 Combination
Notes was "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

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

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

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

Moody's Adjusted WARF -- 20% (2542)

Class A: 0
Class A2: 0
Class B: 0
Class C: 0
Class D: +2
Class E: +1

Moody's Adjusted WARF + 20% (3813)

Class A: 0
Class A2: 0
Class B: 0
Class C: -1
Class D: -2
Class E: -1

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

Sources of additional performance uncertainties:

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

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

3) 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.


ELEVENTH MORTGAGE-BACKED: Fitch Cuts Rating on $37MM Notes to BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded the following Eleventh Mortgage-
Backed Notes Trust's (Eleventh Trust) notes:

-- $37.8 million series A senior notes to 'BB+sf' from 'BBB-sf'.

The Outlook is revised to Negative from Stable.

Fitch's rating addresses the timely payment of interest on a
monthly basis and ultimate payment of principal by legal final
maturity in October 2041.

KEY RATING DRIVERS

The rating action reflects the recent downgrades of El Salvador's
foreign currency issuer default rating (FC IDR) to 'BB-' with a
Negative Outlook and country ceiling (CC) to 'BB+' from 'BBB-'.

According to Fitch's 'Criteria for Rating Securitizations in
Emerging Markets' (June 2013), the ratings of emerging market
securitizations can be above the sovereign IDR and CC. While this
transaction has sufficient credit enhancement to be rated above
the country's FC IDR, the rating of the transaction continues to
be linked to the ratings of El Salvador.

The transaction contains some liquidity to mitigate potential
transfer risk, but this level is not sufficient to provide
significant rating benefit to breach the CC. Additionally, Fitch
believes the macroeconomic environment to be more volatile as the
sovereign rating levels are decreased. When rating a transaction
above the IDR of a country the transaction must have sufficient
credit enhancement to withstand an increase in risk within the
macroeconomic environment.

The transaction was stressed using a 6.0x historical default rate
which is sufficient to go up to the CC or 2 notches above the FC
IDR. Due to the sovereign downgrade Fitch no longer believes the
6.0x multiple is sufficient to maintain the 'BBB-'.

The Outlook revision reflects the Negative Outlook maintained on
the El Salvador's FC IDR, which indicates continued uncertainty
over growth and fiscal consolidation prospects in the coming
years.

RATING SENSITIVITIES

The rating of the series A notes is sensitive to changes in the
credit quality of El Salvador. A further downgrade of El
Salvador's ratings, specifically its country ceiling ('BBB+'),
could lead to a downgrade on the notes. In addition, severe
increases in frequency of foreclosure and prepayments as well as
reductions in recovery rates could lead to a downgrade of the
notes.

Initial Key Rating Drivers and Rating Sensitivity are further
described in the new issue report 'La Hipotecaria El Salvadorian
Mortgage Trust 2013-1' published April 25, 2013.


EMPORIA PREFERRED: S&P Raises Rating on 2 Note Classes From BB(sf)
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Emporia Preferred Funding I Ltd., a cash
flow collateralized loan obligation (CLO) transaction, and removed
them from CreditWatch we had placed them with positive
implications on May 17, 2013.  At the same time, S&P affirmed its
ratings on two other classes of notes and withdrew its rating from
the class A notes as a result of full paydown.

According to the July 2013 trustee report, the transaction is
currently in its amortization phase since the reinvestment period
ended in November 2011.  The upgrades reflect the full paydown of
the class A notes, as well as the partial paydown to the class B-1
and B-2 notes since S&P's November 2012 rating actions of
$19 million and $2.6 million, respectively.  Because of this, the
overcollateralization (O/C) ratios increased for each class of
notes:

   -- The class A/B O/C increased to 217.63%, up from 136.33% in
      November 2012;

   -- The class C O/C ratio is 162.31%, up from 123.43% in
      November 2012;

   -- The class D O/C ratio is 129.42%, up from 112.77% in
      November 2012; and

   -- The class E O/C ratio is 116.62%, up from 107.73% in
      November 2012.

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

S&P's rating on the class D notes reflects the application of the
largest obligor default test, a supplemental stress test it
introduced as part of its September 2009 corporate criteria
update.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Emporia Preferred Funding I Ltd.

                Rating
Class        To         From

C            AAA (sf)   AA (sf) /Watch Pos
D            A+ (sf)    BBB- (sf) /Watch Pos
E-1          BBB+ (sf)  BB (sf) /Watch Pos
E-2          BBB+ (sf)  BB (sf) /Watch Pos

RATINGS AFFIRMED

Emporia Preferred Funding I Ltd.

Class       Rating

B-1         AAA (sf)
B-2         AAA (sf)

RATING WITHDRAWN

Emporia Preferred Funding I Ltd.

                Rating
Class        To         From

A            NR         AAA (sf)

NR-Not rated.


FRANKLIN CLO V: Moody's Keeps Ratings on $325MM of CLO Notes
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the
following notes issued by Franklin CLO V, Limited:

$50,000,000 Class A-1 Notes Due June 15, 2018 (current outstanding
balance of $31,054,349.56), Affirmed Aaa (sf); previously on May
30, 2006 Assigned Aaa (sf);

$303,000,000 Class A-2 Notes Due June 15, 2018 (current
outstanding balance of $188,189,358.35), Affirmed Aaa (sf);
previously on May 30, 2006 Assigned Aaa (sf);

$49,000,000 Class B Notes Due June 15, 2018, Affirmed Aa2 (sf);
previously on August 2, 2012 Upgraded to Aa2 (sf);

$23,500,000 Class C Notes Due June 15, 2018, Affirmed Baa1 (sf);
previously on August 17, 2011 Upgraded to Baa1 (sf);

$21,500,000 Class D Notes Due June 15, 2018, Affirmed Ba1 (sf);
previously on August 17, 2011 Upgraded to Ba1 (sf);

$13,000,000 Class E Notes Due June 15, 2018, Affirmed B1 (sf);
previously on August 17, 2011 Upgraded to B1 (sf).

Ratings Rationale:

According to Moody's, the rating affirmations reflect
consideration of deleveraging of the senior notes, resulting in an
increase in the transaction's overcollateralization ratios since
the last rating action in August 2012. Notwithstanding benefits of
the deleveraging, Moody's also notes that the transaction's dollar
and percentage exposure to assets that mature after the maturity
date of the notes have increased significantly, the credit quality
of the portfolio has slightly deteriorated and the weighted
average spread has decreased since the last rating action.

The Class A-1 and A-2 Notes have been paid down by approximately
36.2% or $124.5 million since the last rating action. Based on the
latest trustee report dated June 5, 2013, the Senior and Mezzanine
Overcollateralization ratios are reported at 124.68% and 108.86%,
respectively, versus July 2012 levels of 119.55% and 107.27%,
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 the June 2013 trustee report, securities that
mature after the maturity date of the notes currently make up
approximately $65.8 million or 16.86% of the underlying portfolio,
up from $7.8 million or 1.65% of the portfolio in July 2012. These
investments potentially expose the notes to market risk in the
event of liquidation at the time of the notes' maturity.

The credit quality of the underlying portfolio has deteriorated
slightly since the last rating action. Based on the June 2013
trustee report, the weighted average rating factor is currently
2696 compared to 2580 in July 2012. The weighted average spread
also decreased from 4.14% to 3.74%.

The action on the Class E Notes also reflects a correction to the
modeling of the Class E overcollateralization test. In previous
rating actions, Moody's did not model interest diversion to the
Class E notes when the Class E Mezzanine Note Direct Pay Test
fails. The error has now been corrected and the rating action
reflects this correction.

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 $348.7 million, defaulted par of $5.2 million,
a weighted average default probability of 19.69% (implying a WARF
of 2803), a weighted average recovery rate upon default of 49.17%,
and a diversity score of 44. 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.

Franklin CLO V, Limited, issued in May 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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% (2243)

Class A1: 0

Class A2: 0

Class B: +2

Class C: +2

Class D: +1

Class E: 0

Moody's Adjusted WARF + 20% (3364)

Class A1: 0

Class A2: 0

Class B: -2

Class C: -1

Class D: 0

Class E: 0

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

Sources of additional performance uncertainties:

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

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

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.


G-STAR 2003-3: Moody's Affirms Ca Rating on $18MM Class A-3 Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the rating of three classes
of Notes issued by G-Star 2003-3. The affirmations are due to key
transaction parameters performing within levels commensurate with
the existing ratings levels. The increased credit risk, as
evidenced by Moody's WARF and WARR is offset by Moody's
expectation of higher recovery on the defaulted collateral. 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:

$340,000,000 Class A-1 Floating Rate Senior Notes Due 2038,
Affirmed Aa1 (sf); previously on Sep 6, 2012 Upgraded to Aa1 (sf)

$48,000,000 Class A-2 Floating Rate Senior Notes Due 2038,
Affirmed Caa1 (sf); previously on Oct 19, 2011 Downgraded to Caa1
(sf)

$18,000,000 Class A-3 Floating Rate Senior Notes Due 2038,
Affirmed Ca (sf); previously on Dec 1, 2010 Downgraded to Ca (sf)

Ratings Rationale:

G-Star 2003-3 Ltd. is a static cash transaction backed by a
portfolio of asset backed securities, primarily in the form of
residential subprime securities (63.5% of the pool balance),
commercial mortgage backed securities (CMBS) (33.1%) and real
estate investment trust (REIT) bonds (3.4%). As of the June 21,
2013 Trustee report, the aggregate Note balance of the
transaction, including Preferred Shares has decreased to $130.2
million from $450.0 million at issuance, with the paydown directed
to the Class A-1 Notes, as a result of the combination of
principal repayment of collateral and failing the par value tests.
Currently, the transaction is under-collateralized by $49.2
million, primarily due to write-downs on the underlying
collateral.

Ten assets with a par balance of $21.1 million (26.0% of the pool
balance) were listed as defaulted securities as of the June 21,
2013 Trustee Report. Moody's expects low to moderate 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 5,058
compared to 4,417 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (11.0% compared to 19.1% at last
review), A1-A3 (5.0%, same as at last review), Baa1-Baa3 (8.9%
compared to 12.2% at last review), Ba1-Ba3 (7.0% compared to 2.9%
at last review), B1-B3 (14.0% compared to 12.3% at last review),
and Caa1-C (54.1% compared to 48.4% at last review).

Moody's modeled a WAL of 3.0 years, compared to 3.3 years at last
review. The current WAL is based on assumptions about extensions
on the underlying collateral.

Moody's modeled a fixed WARR of 16.1% compared to 20.4 % at last
review.

Moody's modeled a MAC of 100.0%, compared to 4.6% 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. 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 16.1% to 26.1% or down to 6.1% would result in average
rating movement on the rated tranches of 0 notches upward and 0 to
1 notch 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.


GE CAPITAL 2001-1: Moody's Affirms Ratings on Four CMBS Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes of
GE Capital Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2001-1 as follows:

Cl. H, Affirmed Caa1 (sf); previously on Sep 1, 2011 Upgraded to
Caa1 (sf)

Cl. I, Affirmed C (sf); previously on Jan 13, 2011 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Jan 13, 2011 Downgraded to C
(sf)

Cl. X-1, Affirmed Caa3 (sf); previously on Aug 22, 2012 Downgraded
to Caa3 (sf)

Ratings Rationale:

The affirmation of Class H is due to key parameters, including
Moody's loan to value (LTV) ratio, Moody's stressed DSCR and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on its current base expected loss, the credit enhancement level
for Class H is sufficient to maintain its current rating.

The current ratings of Classes I and J reflect Moody's expected
loss for these classes and thus are affirmed.

The ratings of the interest-only (IO) classes, Class X-1, is
consistent with the expected credit performance of its referenced
classes and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
38.4% of the current pooled balance compared to 46.5% at last
review. Realized losses have increased by $8 million since Moody's
last review. Moody's based expected loss plus realized losses is
now 6.1% compared to 6.5% at last review. Depending on the timing
of loan payoffs and the severity and timing of losses from
specially serviced loans, the credit enhancement level for 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 also utilized a loss and recovery approach in rating the
P&I classes in this deal since 54% of the pool is in special
servicing. In this approach, Moody's determines a probability of
default for each specially serviced loan and determines a most
probable loss given default based on a review of broker's opinions
of value (if available), other information from the special
servicer and available market data. The loss given default for
each loan also takes into consideration servicer advances to date
and estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected
loss estimate, Moody's then applies the aggregate loss from
specially serviced loans to the most junior class(es) and the
recovery as a pay down of principal to the most senior class(es).
The analyst may have also identified troubled loans which are
blown up in addition to specially serviced loans.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 4, compared to 6 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.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 22, 2012.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 96% to $42
million from $1.1 billion at securitization. The Certificates are
collateralized by six mortgage loans ranging in size from less
than 4% to 36% of the pool. The pool does not contain any defeased
loans or loans with credit assessments.

Two loans, representing 16% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty-eight loans have been liquidated from the pool, resulting
in an aggregate realized loss of $53 million (43% average loss
severity). Two loans, representing 54% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Hawthorn Suites Loan ($15 million -- 35.6% of the pool), which is
secured by a 280 room limited-service hotel located in Atlanta,
Georgia. The loan transferred to special servicing in April 2009
and the property became real estate owned (REO) in December 2012.
The servicer is preparing to market the property for sale.

The other specially serviced loan is the Jantzen Park Loan ($8
million -- 18.0%), which is secured by a 115,000 square foot (SF)
mixed-use complex. The loan transferred to special servicing in
September 2010 and became REO in September 2012. The retail
component is fully leased, but the office component is only 55%
leased as of April 2013. The property is currently under contract
with closing expected in the third quarter of 2013.

The servicer has recognized an aggregate $16 million appraisal
reduction for the two specially serviced loans, while Moody's
estimates a $15 million loss (65% average loss severity).

Based on the most recent remittance statement, Classes H through N
have experienced cumulative interest shortfalls totaling $5
million. 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.

Moody's was provided with full year 2011 and partial or full year
2012 operating results for 100% of the pool's loans. Moody's
weighted average conduit LTV is 72% compared to 79% at Moody's
prior review. The conduit portion of the pool excludes the two
specially serviced loans. Moody's net cash flow reflects a
weighted average haircut of 13% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.4%.

Moody's actual and stressed conduit DSCRs are 1.20X and 1.82X,
respectively, compared to 1.14X and 1.59X 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. Moody's
stressed DSCR is greater than Moody's actual DSCR for this
transaction because the actual debt constant for the pool is
greater than Moody's 9.25% stressed rate.

The top three performing conduit loans represent 43% of the pool
balance. The largest loan is the Roswell Corners Shopping Center
Loan ($8 million -- 18.5% of the pool), which is secured by a
137,000 SF retail center located in suburban Atlanta, Georgia. The
property is shadow anchored by Target. The property is fully
leased as of December 2012, which is the same as at last review.
Twenty-three percent of the net rentable area (NRA) expires in
2013-2014. Moody's LTV and stressed DSCR are 43% and 2.40X,
respectively, compared to 46% and 2.22X at last review.

The second largest conduit loan is the Courtyard by Marriott -
Manchester Loan ($5 million -- 12.3% of the pool), which is
secured by a 90 room limited-service hotel located in Manchester,
Connecticut. The loan was transferred to special servicing in
April 2010 due to imminent default. The loan was modified in
special servicing to extend the maturity date to June 2014. The
loan was returned to the master servicer in July 2011. The
property's 2012 revenue per available room (RevPAR) decreased by
7% to $69 from $74 in 2011. The decline in performance is mainly
attributed to lost revenue during the property's lobby and room
renovations. Moody's LTV and stressed DSCR are 129% and 1.01X,
respectively, compared to 126% and 1.03X at last review.

The third largest conduit loan is the 524 Lamar Loan ($5 million -
- 12.2% of the pool), which is secured by a 36,000 SF office
property located in downtown Austin, Texas. The property is 100%
leased to 10 tenants, essentially the same as last review.
Property performance has improved due to increases in base rent
and expense reimbursements. Eighty seven percent of the NRA
expires before the loan's January 2015 maturity. Moody's LTV and
stressed DSCR are 63% and 1.81X, respectively, compared to 81% and
1.40X at last review.


GMAC COMMERCIAL 1999-C3: Moody's Keeps Caa3 Rating on Cl X Certs
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of two classes of GMAC Commercial Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 1999-
C3 as follows:

Cl. H, Upgraded to Aaa (sf); previously on Nov 8, 2012 Upgraded to
Ba1 (sf)

Cl. J, Upgraded to Aaa (sf); previously on Nov 8, 2012 Upgraded to
Ba2 (sf)

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

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

Ratings Rationale:

The upgrades are due to upcoming defeasance maturities and
increased credit subordination due to loan payoffs and
amortization. The pool has paid down by 22% since Moody's last
full review.

The rating of the one remaining below investment grade P&I class
is consistent with Moody's expected loss and thus is affirmed.

The rating of the IO class is consistent with the credit
performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
0.3% of the current balance compared to 6.7% at last review. Base
expected losses and realized losses have decreased to 2.9% of the
original balance from 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 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.

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 on 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 two compared to three 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 November 8, 2012.

Deal Performance:

As of the June 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $21.8
billion from $1.15 billion at securitization. The Certificates are
collateralized by five mortgage loans ranging in size from less
than 2% to 35% of the pool, with the remaining three loans,
excluding defeasance, representing 37% of the pool. There are two
defeased loans representing 63% of the pool.

Twenty-eight loans have been liquidated from the pool, resulting
in a realized loss of $33 million (15.1% loss severity). There are
currently no loans in special servicing or on the watchlist.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the pool. Excluding defeased loans, Moody's
weighted average conduit LTV is 76% compared to 66% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 26% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Excluding defeased loans, Moody's actual and stressed conduit
DSCRs are 1.10X and 1.47X, respectively, compared to 1.27X and
1.64X, respectively, at last full review. Moody's actual DSCR is
based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The remaining three conduit loans represent 37% of the pool
balance. The largest loan is the Burleson Towne Center Loan ($5.6
million -- 25.5% of the pool), which is secured by an outdoor
shopping center located thirteen miles south of Fort Worth, in
Burleson, Texas. The property was 95% leased as of May 2013,
compared to 98% leased at last review. JC Penny is the only anchor
tenant leasing 68% of the net rentable area (NRA) through October
2019. Moody's LTV and stressed DSCR are 78% and 1.38X,
respectively, compared to 70% and 1.54X at last review.

The second largest loan is the Rivercrest Apartments Loan ($2.2
million -- 10.0% of the pool), which is secured by a 120 unit
apartment building located in Albany, Georgia. The property was
92% leased as of May 2013 compared to 93% leased at last review.
The property's performance declined from 2011 to 2012 due to
reduced rental revenue and higher operating costs. The property
continues to perform. Moody's LTV and stressed DSCR are 77% and
1.34X, respectively, compared to 64% and 1.62X at last review.

The third-largest loan is the CVS Pharmacy Baltimore Loan ($387
thousand -- 1.8% of the pool). The loan is secured by a 12,600 SF
store located in Baltimore, Maryland. The property is 100% leased
to CVS Pharmacy through the loan maturity in March 2016. CVS
sublet the space to Family Dollar for the remainder of the lease.
Performance remains stable. Moody's current LTV and stressed DSCR
are 29% and 3.58X respectively, compared to 37% and 2.86X at last
review.



GMAC COMMERCIAL 2003-C1: Moody's Cuts X-1 Certs Rating to 'Caa3'
----------------------------------------------------------------
Moody's upgraded the ratings of two classes, affirmed six classes
and downgraded one CMBS class of GMAC Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2003-C1 as follows:

Cl. J, Upgraded to A3 (sf); previously on Mar 28, 2013 Upgraded to
Ba2 (sf)

Cl. K, Upgraded to Baa3 (sf); previously on Mar 28, 2013 Upgraded
to B2 (sf)

Cl. L, Affirmed Caa2 (sf); previously on Mar 28, 2013 Upgraded to
Caa2 (sf)

Cl. M, Affirmed Ca (sf); previously on Mar 28, 2013 Affirmed Ca
(sf)

Cl. N-1, Affirmed Ca (sf); previously on Mar 28, 2013 Affirmed Ca
(sf)

Cl. N-2, Affirmed C (sf); previously on Mar 28, 2013 Affirmed C
(sf)

Cl. O, Affirmed C (sf); previously on Mar 28, 2013 Affirmed C (sf)

Cl. P, Affirmed C (sf); previously on Mar 28, 2013 Affirmed C (sf)

Cl. X-1, Downgraded to Caa2 (sf); previously on Mar 28, 2013
Downgraded to B2 (sf)

Ratings Rationale:

The upgrades of two principal and interest classes are due to
increased credit support due to loan payoffs and amortization. The
pool has paid down 71% since Moody's last review and 95% since
securitization.

The affirmations of the six below investment grade principal and
interest classes are due to Moody's expected loss remaining in
line with last review.

The downgrade of the IO Class, Class X-1, is a result of the
significant paydowns of highly rated reference classes and the
indicated WARF for the reference classes.

Moody's rating action reflects a base expected loss of 14.4% of
the current balance. At last review, Moody's base expected loss
was 7.4%. On a percentage basis the base expected loss has
increased significantly due to the 71% paydown since last review.
However, on a numerical basis, the base expected loss has actually
decreased by $5.5 million. The pool has realized only $528,954 in
additional realized losses since last review. Moody's base
expected loss plus realized losses is now 2.2% of the original
pooled balance compared to 2.7% 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 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 12 at Moody's prior review.

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

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

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

Deal Performance:

As of the July 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $51.1
million from $1.05 billion at securitization. The Certificates are
collateralized by 10 mortgage loans ranging in size from less than
1% to 24% of the pool, with the top ten loans representing 100% of
the pool. There are no defeased loans.

Five loans, representing 51% 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.

Six loans have been liquidated from the pool, resulting in an
aggregate realized loss of $15.9 million (23% loss severity on
average). Three loans, representing 19% of the pool, are currently
in special servicing. Moody's has assumed a high default
probability for two poorly performing loans representing 25% of
the pool and has estimated an aggregate $3.2 million loss (25%
expected loss on average) from these troubled loans.

Moody's was provided with full year 2012 and partial year 2013
operating results for 100% and 4%, respectively, of the pool's
non-specially serviced and non-defeased loans. Excluding troubled
and non-performing specially serviced loans, Moody's weighted
average LTV is 64% compared to 77% 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 9.6%.

Excluding the troubled and non-performing special serviced loans,
Moody's actual and stressed DSCRs are 1.52X and 1.87X,
respectively, compared to 1.45X and 1.42X 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 48% of the pool. The largest
conduit loan is the Hologic Facilities Loan ($12.2 million --
23.8% of the pool), which is secured by two suburban office
buildings totaling 269,000 SF. One building, representing 207,000
SF, is located in Bedford, Massachusetts and the other,
representing 62,000 SF, is in Danbury, Connecticut. Both buildings
are fully leased to Hologic, Inc. through August 2022. The loan is
fully amortizing and matures in May 2023, which is less than one
year after the lease expiration date. Due to the single tenant
nature of the loan Moody's performed a Lit / Dark analysis.
Moody's LTV and stressed DSCR are 44% and 2.44X, respectively,
compared to 45% and 2.38X at last review.

The second largest conduit loan is the Deville Plaza Shopping
Center ($7.2 million -- 14% of the pool), which is secured by a
150,671 SF retail center in Jackson, Mississippi. The property's
occupancy and financial performance improved since last review.
The loan continues to perform under a short-term maturity
extension. Moody's LTV and stressed DSCR are 92% and 1.11X,
respectively, compared to 97% and 1.06X at last review.

The third largest conduit loan is the White Clay II loan ($5.0
million -- 9.9% of the pool) which is secured by a 90,000 SF
single tenant office building in White Clay Creek Hundred,
Delaware. Moody's had stressed the property cash flow due to lease
renewal uncertainty at the prior review. Stronger renewal leasing
prospects have improved the property cash flow beyond the 2014
loan maturity. Moody's LTV and stressed DSCR is 81% and 1.38X,
respectively, compared to 180% and 0.62X at last review.


GREENWICH CAPITAL 2007-GG9: Moody's Affirms C Rating on 9 Secs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Greenwich Capital Commercial Funding Corp., 2007-GG9 as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Mar 19, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Mar 19, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Mar 19, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-1-A, Affirmed Aa3 (sf); previously on Jul 20, 2012
Downgraded to Aa3 (sf)

Cl. A-4, Affirmed Aa3 (sf); previously on Jul 20, 2012 Downgraded
to Aa3 (sf)

Cl. A-M, Affirmed Baa3 (sf); previously on Jul 20, 2012 Downgraded
to Baa3 (sf)

Cl. A-MFX, Affirmed Baa3 (sf); previously on Jul 20, 2012
Downgraded to Baa3 (sf)

Cl. A-J, Affirmed Caa1 (sf); previously on Jul 20, 2012 Downgraded
to Caa1 (sf)

Cl. B, Affirmed Caa2 (sf); previously on Jul 20, 2012 Downgraded
to Caa2 (sf)

Cl. C, Affirmed Caa3 (sf); previously on Jul 20, 2012 Downgraded
to Caa3 (sf)

Cl. D, Affirmed Ca (sf); previously on Jul 20, 2012 Downgraded to
Ca (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 Apr 26, 2012 Downgraded to C
(sf)

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

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

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

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

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

Cl. X, Affirmed Ba3 (sf); previously on Jul 20, 2012 Confirmed at
Ba3 (sf)

Ratings Rationale:

The affirmations of the investment-grade 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. The
ratings of the below investment grade P&I classes are consistent
with Moody's expected loss and thus are affirmed. Depending on 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 rating 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 13.6% of
the current balance. At last full review, Moody's base expected
loss was 13.4%. Realized losses plus Moody's base expected loss is
13.9% of the original securitized balance compared to 14.0% 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 Fusion U.S. CMBS Transactions" published in
April 2005.

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 32, same as 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 July 19, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 13% to $5.69
billion from $6.58 billion at securitization. The Certificates are
collateralized by 169 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
45% of the pool. Two loans, representing 9% of the pool, have
investment grade credit assessments.

Fifty-six loans, representing 41% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty-five loans have been liquidated from the pool since
securitization, resulting in an aggregate $140.3 million loss (31%
loss severity on average). Currently 31 loans, representing 23% of
the pool, are in special servicing. The largest loan in special
servicing is the Schron Industrial Portfolio loan ($305 million --
5.2% of the pool). The loan is secured by 36 industrial properties
located on Long Island, New York. The loan transferred into
special servicing in December 2010 due to payment default. The
loan was modified in July 2012 and split into an A/B note
structure with a temporary rate reduction on the A-note and
deferral of interest on the B-note. This is expected to cause
increases in interest shortfalls . The portfolio was 75% leased as
of May 2013 compared to 64% as of May 2012. The portfolio is
expected to be returned to the Master Servicer after the
expiration of its rehab period.

The second and third specially serviced loans are the COPT
Portfolio Loan and Hyatt Regency - Bethesda Loan, representing
2.6% and 2.5%, respectively, of the pool. The COPT Portfolio Loan
($146.5 million) was transferred to special servicing in March
2013 for imminent default due to cash flow issues. The loan is
being monitored while information is gathered and discussions with
the Borrower take place. The Trust took title for the Hyatt
Regency Loan ($140.0 million) in February 2013. Kokua Hospitality
has been hired as the outside asset manager for the property.

The remaining specially serviced loans are secured by a mix of
property types. The master servicer has recognized an aggregate
$333.2 million appraisal reduction for the specially serviced
loans. Moody's has estimated an aggregate loss of $454.4 million
(35% expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 26 poorly
performing loans representing 12% of the pool and has estimated a
$205.9 million loss (29% expected loss based on a 56% probability
default) from these troubled loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $53.8 million which affect
Classes S through C. Moody's anticipates that the pool will
continue to experience interest shortfalls caused by modifications
and specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs), loan
modifications, extraordinary trust expenses and non-advancing by
the master servicer based on a determination of non-
recoverability.

Moody's was provided with full year 2011 and 2012 operating
results for 89% and of the pool's non-specially serviced loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 113% compared to 108% at last full review. Moody's
net cash flow reflects a weighted average haircut of 4% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 8.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.27X and 0.87X, respectively, compared to
1.37X and 0.92X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the 590 Madison
Avenue Loan ($350 million -- 5.9% of the pool), which is secured
by a 1.0 million square foot (SF) Class A office building located
in Midtown Manhattan. The loan is interest only for its entire ten
year term. The property was 87% leased as of March 2013 compared
to 91% at last review. Property performance improved due to
increases in base rent and decreases in expenses since last
review. Moody's current credit assessment and stressed DSCR are
Aa3 and 1.58X, compared to Aa3 and 1.54X at last review.

The second loan with a credit assessment is the Merchandise Mart
Loan ($175.0 million -- 4.1% of the pool), which represents a 50%
pari passu interest in a $350 million first mortgage loan. The
property is also encumbered by a $300 million mezzanine loan. The
loan is secured by a 3.45 million SF office and design showroom
building located in downtown Chicago, Illinois. The sponsor is
Vornado Realty, L.P. Google's Motorola Mobility Unit recently
leased 572,000 SF (17% NRA) with a lease commencement on September
7, 2013. Including Google's lease, the property is 95% leased
compared to 92% at last review. Moody's current credit assessment
and stressed DSCR are Baa3 and 1.45X, respectively, compared to
Baa3 and 1.39X at last review.

The top three performing conduit loans represent 20% of the pool
balance. The largest loan is the John Hancock Tower & Garage at
Clarendon Loan ($640.5 million -- 10.9% of the pool), which is
secured by a 1.7 million SF Class A office building and 2,013
space garage located in Boston, Massachusetts. The loan is
interest only for its entire ten year term. The property was 98%
leased as of April 2013, the same as at last review. Boston
Properties purchased the property in December 2010 and has
improved property performance by increasing occupancy and
decreasing expenses. Bain Capital expanded its space from 208,000
SF (12% of the net rentable area (NRA)) to 270,000 SF (15% of NRA)
in the fall of 2011. However, Bain Capital does not begin paying
rent until January 2014. Moody's analysis reflects a stabilized
value for this asset. Moody's LTV and stressed DSCR are 116% and
0.79X, compared to 119% and 0.77X at last review.

The second largest loan is the 667 Madison Avenue Loan ($250
million -- 4.2% of the pool), which is secured by a 251,000 SF
Class A office building located in Midtown Manhattan. The loan is
interest only for its entire ten year term. The property was 100%
leased as of March 2013, compared to 97% at last review. Property
performance is in line with last review. Moody's LTV and stressed
DSCR are 106% and 0.87X, the same as at last review.

The third largest loan is the TIAA RexCorp Long Island Portfolio
($235.9 million -- 4.0% of the pool), which is secured by five
suburban office buildings totaling 1.2 million SF located in Long
Island, New York. The loan is interest only for its entire ten
year term. The portfolio was 85% leased as of March 2013, compared
to 87% at last review. Portfolio performance has improved as of YE
2012, though occupancy recently fell at one of the five properties
to 65% as of March 2013 from 72% as of YE 2012. Moody's LTV and
stressed DSCR are 128% and 0.78X, compared to 122% and 0.82X at
last review.


INSTITUTIONAL MORTGAGE: Fitch Affirms 'B' Rating on Class G Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed all rated classes of Institutional
Mortgage Capital, commercial mortgage pass-through certificates,
series 2012-2 (IMSCI 2012-2).

Key Rating Drivers

The affirmations of IMSCI 2012-2 are based on the stable
performance of the underlying collateral pool. As of the July 2013
remittance, the pool's aggregate principal balance has been paid
down by 2% to C$235.4 million from C$240.2 million at issuance.
Fitch reviewed the year-end (YE) 2012 operating statements and
rent rolls provided for the top 15 assets, which represent 76% of
the pool by balance. For those loans in the pool without updated
financials, Fitch applied a haircut to the issuance cash flow for
modeling purposes. In addition, there are no delinquent or watch
list loans as of the July 2013 remittance date.

Ratings Sensitivity

The Rating Outlook remains Stable for all classes. No rating
actions are expected unless there are material changes to property
occupancies or cash flows, increased delinquencies, or additional
loans transferred to special servicing. The pool has maintained
performance consistent with issuance. Additional information on
rating sensitivity is available in the report 'IMSCI 2012-2'
(Jul. 12, 2012), available at www.fitchratings.com.

Fitch affirms the following classes as indicated:

-- C$136.4 million class A-1 at 'AAAsf'; Outlook Stable;
-- C$63.0 million class A-2 at 'AAAsf'; Outlook Stable;
-- Interest-only class XP at 'AAAsf'; Outlook Stable;
-- C$6.0 million class B at 'AAsf'; Outlook Stable;
-- C$8.4 million class C at 'Asf'; Outlook Stable;
-- C$7.2 million class D at 'BBBsf'; Outlook Stable;
-- C$3.6 million class E at 'BBB-sf'; Outlook Stable;
-- C$3 million class F* at 'BBsf'; Outlook Stable;
-- C$2.4 million class G* at 'Bsf'; Outlook Stable.

* Non-offered certificates.

Fitch does not rate the C$5.4 million class H or the interest-only
class XC.


JP MORGAN 2006-CIBC15: Moody's Cuts Cl. X-1 Certs Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed four classes of J.P. Morgan Chase Commercial Mortgage
Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-
CIBC15 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Jul 12, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Jul 12, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Downgraded to Aa2 (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Downgraded to Aa2 (sf); previously on Jul 12, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Ba2 (sf); previously on Aug 10, 2012
Downgraded to Baa3 (sf)

Cl. A-J, Downgraded to Ca (sf); previously on Aug 10, 2012
Downgraded to Caa3 (sf)

Cl. B, Downgraded to C (sf); previously on Aug 10, 2012 Downgraded
to Ca (sf)

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

Cl. D, Affirmed C (sf); previously on Sep 22, 2011 Downgraded to C
(sf)

Cl. X-1, Downgraded to B2 (sf); previously on Aug 10, 2012
Downgraded to B1 (sf)

Ratings Rationale:

The downgrades are due to increased realized losses and expected
losses from troubled loans and loans in special servicing. The
downgrade of the IO Class, Class X-1, is a result of the decline
in credit performance of its referenced classes.

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

Moody's rating action reflects a cumulative base expected loss of
10.9% of the current balance. At last review, Moody's cumulative
base expected loss was 13.6%. Although the base expected loss has
decreased, realized losses have increased significantly to 8.6% of
the original balance compared to 3.4% at last review. Moody's base
expected loss plus realized losses is now 17.4% of the original
pooled balance compared to 15.7% 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 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 22 compared to 26 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 August 10, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 18.4% to $1.7
billion from $2.1 billion at securitization. The Certificates are
collateralized by 107 mortgage loans ranging in size from less
than 1% to 17% of the pool, with the top ten non-defeased loans
representing 47% of the pool. Two loans, representing 1% of the
pool, have defeased and are secured by U.S. Government securities.

Fifty-four loans, representing 51% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $160 million (82% average loss
severity). One loan was previously modified with a $20 million
principal write-down, resulting in a total certificate realized
loss of $181 million. Seven loans, representing 14% of the pool,
are currently in special servicing. The largest specially serviced
loan is the Midwest Retail Portfolio Loan ($77.6 million -- 4.5%
of the pool), which is secured by 13 retail properties located in
Nebraska (12) and South Dakota (1). The loan was originally
transferred to special servicing in August 2009 after the borrower
requested relief due to a decline in property cash flow. While in
special servicing, the borrower acquired the mezzanine debt at a
substantial discount to its $10 million outstanding balance. The
loan returned to the master service in February 2011, but then
returned to special servicing in June 2011 to continue loan
modification discussions. The special servicer indicated that they
are in negotiations with the Borrower in regards to a discounted
payoff (DPO).

The second largest specially serviced loan is The Factory Building
Loan ($73.6 million -- 4.3% of the pool), which is secured by a
one million square foot mixed use (office, industrial and retail)
building located in Long Island City, New York. The loan
transferred to special servicing in October 2011 due to imminent
payment default. Although the loan was in special servicing, the
loan remained current up to its maturity date in June 2013. The
property was approximately 73% leased as of May 2013 compared to
82% the prior year. The special servicer indicated that they are
currently in negotiations in regards to a disposition strategy.

The third largest specially serviced loan is the US Bank Center --
St. Paul Loan ($37.8 million -- 2.2% of the pool), which is
secured by a 26-story office building located in St. Paul,
Minnesota. The loan transferred to special servicing in 2009 for
imminent payment default due to low occupancy from vacating
tenants and became REO in October 2012. The property was 71%
leased as of January 2013. The special servicer indicated that
several leasing discussion are ongoing and they then plan to
market the property for sale.

The remaining four specially serviced loans are secured by a mix
of property types. The master servicer has recognized an aggregate
$71 million appraisal reduction for five of the seven special
servicing loans. Moody's estimates an aggregate $104.2 million
loss for six of the seven specially serviced loans (63% expected
loss on average).

Moody's assumed a high default probability for 18 poorly
performing loans representing 11% of the pool and has estimated an
aggregate $50.9 million loss (26% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2011 and/or 2012 operating
results for 98% and 94% of the pool's non-specially serviced and
non-defeased loans, respectively. The conduit portion of the pool
excludes defeased, troubled and six of the specially serviced
loans. Moody's weighted average conduit LTV is 105% compared to
104% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 9% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.25X and 1.00X,
respectively, compared to 1.26X and 0.99X 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 July 2013 remittance statement, Classes AJ through NR
have experienced cumulative interest shortfalls totaling $15.6
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 for previously made advances.

The top three conduit loans represent 27% of the pool. The largest
loan is the Warner Building Loan ($292.7 million -- 16.9% of the
pool), which is secured by a 602,000 square foot (SF) Class A
office building located four blocks from the White House in
Washington, DC. The largest tenant at securitization was Howrey
LLP, which leased 49% of the net rentable area (NRA). Howrey
declared bankruptcy in March 2011 and subsequently dissolved,
which caused the property performance to decline significantly.
The property has experienced recent leasing activity and was 72%
leased as of March 2013 compared to only 49% leased in January
2012. According to CBRE Econometric Advisors, the vacancy rate in
the submarket is approximately 10%. The property benefits from
strong sponsorship, a partnership between Vornado Realty Trust and
Canada Pension Plan Investment Board. Moody's analysis accounted
for the expertise of the sponsors, the strength of the submarket
and quality of the asset to offset most of the tenancy risk
present at this review. Moody's LTV and stressed DSCR are 126% and
0.73X, respectively, compared to 128% and 0.72X at last review.

The second largest loan is the Greenway Portfolio Loan ($112.0
million -- 6.5% of the pool), which is secured by eight office and
flex properties located in Middleton, Wisconsin. The portfolio was
91% leased as of March 2013 compared to 87% at last review.
Despite an increase in revenue, the property's performance has
declined due to an increase in operating expenses. Moody's LTV and
stressed DSCR are 119% and 0.84X, respectively, compared to 114%
and 0.87X at last review.

The third largest loan is the Scottsdale Plaza Resort Loan ($59.0
million -- 3.4% of the pool), which is secured by a 404-unit full-
service hotel located in Scottsdale, Arizona. The sponsor, John W.
Dawson, has owned the property since 1976. Property performance
has been below break-even, but the sponsor has continued to fund
operating shortfalls. The January 2013 trailing twelve month
occupancy and revenue per available room (RevPAR) were 55% and
$68, respectively, compared to 52% and $64 in the previous year.
Despite the increase in RevPAR from the prior year, overall
performance has declined due to a decrease in other income and an
increase in operating expenses. Due to the low DSCR, Moody's has
identified this loan as a troubled loan.


JP MORGAN 2013-3: Fitch to Rate Class B-4 Certificates at 'BB'
--------------------------------------------------------------
Fitch Ratings expects to rate J.P. Morgan Mortgage Trust 2013-3 as
follows:

-- $310,543,000 class A-1 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $310,543,000 class A-2 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $310,543,000 class A-3 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $248,708,000 class A-4 certificates 'AAAsf'; Outlook Stable;

-- $61,835,000 class A-5 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $248,708,000 class A-6 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $61,835,000 class A-7 exchangeable certificates 'AAAsf';
   Outlook Stable;

-- $30,917,500 class A-8 certificates 'AAAsf'; Outlook Stable;

-- $30,917,500 class A-9 certificates 'AAAsf'; Outlook Stable;

-- $248,708,000 class A-IO1 notional certificates 'AAAsf'; Outlook
   Stable;

-- $61,835,000 class A-IO2 notional certificates 'AAAsf'; Outlook
   Stable;

-- $310,543,000 class A-IO3 notional exchangeable certificates
   'AAAsf'; Outlook Stable;

-- $310,543,000 class A-IO4 notional certificates 'AAAsf'; Outlook
   Stable;

-- $310,543,000 class A-IO5 notional exchangeable certificates
   'AAAsf'; Outlook Stable;

-- $3,451,000 class B-1 certificates 'AAsf'; Outlook Stable;

-- $7,418,000 class B-2 certificates 'Asf'; Outlook Stable;

-- $5,003,000 class B-3 certificates 'BBBsf'; Outlook Stable;

-- $3,623,000 class B-4 certificates 'BBsf'; Outlook Stable;

The $10,179,000 class A-M certificates and $4,831,665 class B-5
certificates will not be rated.

Key Rating Drivers

High-Quality Mortgage Pool: The collateral pool consists entirely
of 30-year fixed-rate mortgages (FRMs) to borrowers with strong
credit profiles and full documentation. Strong borrower quality is
reflected in the 769 weighted average (WA) original FICO, 66.3% WA
CLTV, $543,551 WA household income and $2.4 million WA liquid
reserves. In addition, third-party due diligence was conducted on
100% of the pool and the results indicated strong underwriting
controls.

Weak Representations and Warranties Framework: While the
transaction benefits from JPMCB, J.P. Morgan Mortgage Acquisition
Corp. (JPMMAC) (rated A+/F1) and FRB (rated BBB+/F2) as rep
providers for approximately 98.2% of the pool, Fitch believes the
value of the R&W framework is diluted by the presence of
qualifying and conditional language, as well as by the inclusion
of sunset provisions, each of which substantially reduce lender
loan breach liability. While the agency believes that the high
credit quality pool and clean diligence results mitigate the R&W
risks to some degree, Fitch considered the weaker framework in its
analysis.

High Geographic Concentration: The pools' primary concentration
risk is California, where 49% of the properties are located. In
addition, 54.6% of the properties are located in the pool's top
five regions, representing MSAs in California, New York and
Illinois. The pool has significant regional concentrations that
resulted in an additional penalty of approximately 32% to the
pool's lifetime default expectation.

Rating Sensitivities

Fitch's analysis incorporates sensitivity analyses to demonstrate
how the ratings would react to steeper market value declines
(MVDs) than assumed at both the metropolitan statistical area
(MSA) and national levels. The implied rating sensitivities are
only an indication of some of the potential outcomes and do not
consider other risk factors that the transaction may become
exposed to or be considered in the surveillance of the
transaction.

Fitch conducted sensitivity analysis on areas where the model
projected lower home price declines than that of the overall
collateral pool. The model currently projects sustainable MVDs
(sMVDs) at the MSA level. For one of the top 10 regions in the
mortgage pool, Chicago-Joliet-Naperville, IL (6.5% of the mortgage
pool), Fitch's SHP model does not project declines in home prices.
Fitch conducted sensitivity analyses assuming sMVDs of 10%, 15%,
and 20% for this identified metropolitan area. The sensitivity
analyses indicated no impact on ratings for all bonds in each
scenario.

Another sensitivity analysis was focused on determining how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20%, and 30%, in addition to the
model projected 15.6% for this pool. The analysis indicates there
is some potential rating migration with higher MVDs, compared with
the model projection.

In its analysis, Fitch considered placing a greater emphasis on
recent economic performance in determining market value declines.
While Fitch's current loan loss model looks to three years of
historical data and one year of projections, this does not
incorporate recent notable economic improvement. To reflect the
more recent economic environment, a sensitivity analysis was
performed using two years of historical economic data and two
years of projections. The result of this sensitivity analysis was
included in the consideration of the loss expectations for this
transaction. This sensitivity analysis resulted in a base sMVD of
14.5%, down from 15.6%.


JP MORGAN 2013-C13: Moody's Rates Class F Notes 'B2(sf)'
-------------------------------------------------------
Moody's Investors Service has assigned ratings to twelve classes
of CMBS securities, issued by JPMCC 2013-C13, Commercial Mortgage
Pass-Through Certificates, Series 2013-C13.

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

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

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

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

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

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

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

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Cl. F, Definitive Rating Assigned B2 (sf)

* Reflects Interest Only Classes

Ratings Rationale:

The Certificates are collateralized by 45 fixed rate loans secured
by 70 properties, including two credit assessed loans (13.2% of
the pool balance). 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 1.80X (1.69X excluding credit assessed
loans) is greater than the 2007 conduit/fusion transaction average
of 1.31X. The Moody's Stressed DSCR of 1.05X (0.97X excluding
credit assessed loans) is greater than the 2007 conduit/fusion
transaction average of 0.92X.

Moody's Trust LTV ratio of 97.2% (101.5% excluding credit assessed
loans) is lower than the 2007 conduit/fusion transaction average
of 110.6%.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 19.4
(19.6 excluding credit assessed loans), which is lower than the
Herfindahl scores found in most multi-borrower transactions issued
since 2009. With respect to property level diversity, the pool's
property level Herfindahl Index is 27.6 (21.7 excluding credit
assessed loans), which is in line with the indices calculated in
most multi-borrower transactions issued since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.09, which is slightly
lower than the indices calculated in most multi-borrower
transactions since 2009.

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

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

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling, and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, and 23%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-S would be
Aa1, Aa2, and Aa3, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


KLEROS PREFERRED: Moody's Lowers Ratings on $476MM of CDO Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by Kleros Preferred Funding, Ltd.:

$850,000,000 Class A-1 First Priority Senior Secured Floating Rate
Delayed Draw Notes Due 2041 (current balance of $414,896,824),
Downgraded to Ca (sf); previously on March 26, 2010 Downgraded to
Caa3 (sf);

$68,500,000 Class A-2 Second Priority Senior Secured Floating Rate
Notes Due 2041 (current balance of $60,614,986), Downgraded to C
(sf); previously on February 10, 2009 Downgraded to Ca (sf).

Ratings Rationale:

According to Moody's, the rating downgrade is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the WARF and a decrease in the
transaction's overcollateralization ratios. Based on the latest
trustee report dated June 2013, the WARF of the portfolio has
increased to 2475 from 1374 in February 2010. The Class A/B and
Class C/D overcollateralization ratio test is reported at 49.2%
and 47.4%, respectively, versus a February 2010 level of 75.3% and
73.2%, respectively.

Kleros Preferred Funding, Ltd., issued in June 2005, is a
collateralized debt obligation issuance backed primarily by a
portfolio of residential mortgage-backed securities (RMBS)
originated in 2004 and 2005.

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

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

The deal's ratings are not expected to be sensitive to the typical
range of changes (plus or minus two rating notches on Caa-rated
assets) in the rating quality of the collateral that Moody's
tests, and no sensitivity analysis was performed.



LATIN AMERICAN EXPORT: Moody's Cuts Rating on Secured Loan to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the Latin
American Export Finance Fund Ltd (LAEFF or the fund), Inter-
American Development Bank A/B senior secured loan (A/B Loan) to
Ba2 (sf) from Baa3 (sf), previously on review for downgrade.
Immediately following the rating action, Moody's will withdraw the
rating because it believes it has insufficient or otherwise
inadequate information to support the maintenance of the rating.

The complete rating action is as follows:

- Latin American Export Finance Fund Ltd., Inter-American
Development Bank A/B senior secured loan due 2015 (Rated Loan):
downgraded to Ba2 (sf) and thereafter withdrawn; previously on Oct
19, 2012, Baa3 (sf) placed on review for possible downgrade.

Ratings Rationale:

Moody's downgrade reflects the exposure to a group of around 50
unrated corporate borrowers in three Latin American countries, the
significant concentrations in the volatile commodity production
asset sectors (including the sugar and ethanol sector) and the
limited data available regarding loan recoveries.

In a press release dated May 29, 2013 and titled "Moody's issues
market update on Latin American Export Finance Fund loan review
for downgrade", Moody's announced that the credit quality of the
A/B Loan would be best evaluated using Moody's collateralized loan
obligation (CLO) approach described in the methodology report
"Moody's Global Approach to Rating Collateralized Loan
Obligations", published May 2013.

In order to maintain the rating under the CLO approach, Moody's
requires relevant information on the underlying obligors, such as
audited financial statements, in order to determine a credit
estimate and a probability of default assumption for each obligor.
Since Moody's has not received this information given LAEFF's
focus on Small and Medium Sized Enterprises (SMEs) that
traditionally do not have audited financials, immediately
following the rating action, Moody's will withdraw the rating.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

Moody's modeled the transaction using its own best estimate
assumptions based on information received to date and Moody's
industry information. Key model assumptions include the
probability of default (PD) for each obligor in the portfolio and
the recovery rate (RR) for each loan following a default of the
obligor.

In the absence of specific obligor information, and based on
Moody's own best estimate, the key portfolio assumptions that
underlie this rating action are an average PD consistent with a
Caa1 rating and an average RR of 50% given a default. In arriving
at this PD assumption, Moody's assumed that the credit quality of
the underlying obligors is on average weaker than the "single-B"
credit quality of two other companies that Moody's rates or has
rated in the Brazilian sugar and ethanol industry, the industry
with the highest concentration. Further, Moody's notes that there
is limited historical recovery data on secured loans in Brazil,
the market with the highest obligor concentration. Also, given the
portfolio's high geographic and sector concentrations, Moody's
modeled the transaction assuming a high default correlation.

Moody's notes that on account of the portfolio's high obligor and
sector concentrations, the rating of the A/B senior secured loan
is very sensitive to the input assumptions such as the PD and RR
of the underlying loans.

For example, with an average PD and RR of Caa1 and 65%, the model-
implied rating outcome - without further qualitative adjustments -
would fall in the low Baa-range. With an average PD and RR of Caa1
and 35%, the model-implied rating outcome - without further
qualitative adjustments - would be in the single-B range. In
addition to model results, Moody's considers qualitative factors
such as the quality of origination, servicing and a transaction's
third party oversight.

Latin American Export Finance Fund, Ltd. (the Borrower) is a
Cayman Islands-domiciled special purpose entity and a wholly owned
subsidiary of Latin America Export Finance Fund L.P. (the Fund)
managed by Crecera Finance Management Company, LLC (Crecera or the
Fund Manager) pursuant to a management agreement.

The Fund and Borrower extend pre-export financing and post-
shipping financing (Loans) to Latin American exporters of
commodities. The Loans and their collateral (inventory, insurance,
and guarantees) back the senior secured debt of the Borrower. The
Rated Loan benefits from credit enhancement in the form of equity
capital, which was $94.1 million (37% credit enhancement) as of
the December 31, 2012 consolidated audited financial statements of
the Fund.

Rating Methodology

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


LB-UBS 2007-C2: Fitch Cuts Rating on Class A-J Certs to 'D'
-----------------------------------------------------------
Fitch Ratings has downgraded nine classes of LB-UBS Commercial
Mortgage Trust (LBUBS) commercial mortgage pass-through
certificates series 2007-C2 to 'D', as the bonds have incurred
principal write-down. The bonds were all previously rated 'CCCsf'
(class A-J), 'CCsf' (classes B and C), or 'Csf' (classes D through
J), which indicates that Fitch expected a default.

Key Rating Drivers

The downgrades are due to losses incurred on classes A-J through J
as a result of the liquidation of 21 specially serviced loans. The
special servicer, Orix Capital Markets, had placed the foreclosed
real estate for sale as part of a marketing campaign focused on
distressed loans and REO asset sales. The sales yielded
approximately $462 million in net proceeds, which resulted in
approximately $310 million in losses as reported in the July 2013
remittance report. This compares to aggregate appraisal reductions
of $370 million for the 21 loans reported in June 2013.

The recoveries from the recent dispositions paid-in-full the A-2
and A-AB classes, and allowed partial repayments to the A-3 and
the multifamily directed A-1A classes. As of July 2013, the pools
principal balance has been reduced 41.2% (which includes 12.04% in
realized loss) to $2.1 billion, compared to $3.55 billion at
issuance. Following the liquidations, only two loans (0.32% of the
pool) remain in special servicing.

Rating Sensitivities

Fitch modeled losses on the recently liquidated loans were
primarily in-line or more conservative than actual losses
incurred. At the time of the last rating action in September 2012,
the timing of the dispositions were not expected to be imminent.

At the September 2012 rating action the largest contributors to
Fitch modeled losses were the One Alliance Center (60% Fitch
modeled loss severity), the Duke Cleveland East Suburban Portfolio
(60% modeled loss) and the Bethany Maryland Portfolio loans(42%
modeled loss). Following the liquidations the largest actual
losses were Duke Cleveland (58% loss severity), Bethany Maryland
(30% loss severity) and One Alliance Center (25%).

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

-- $283.1 million class A-J to 'Dsf' from 'CCCsf'; RE 65%;
-- $0 class B to 'Dsf' from 'CCsf'; RE 0%;
-- $0 class C to 'Dsf' from 'CCsf'; RE 0%;
-- $0 class D to 'Dsf' from 'Csf'; RE 0%;
-- $0 class E to 'Dsf' from 'Csf'; RE 0%;
-- $0 class F to 'Dsf' from 'Csf'; RE 0%;
-- $0 class G to 'Dsf' from 'Csf'; RE 0%;
-- $0 class H to 'Dsf' from 'Csf'; RE 0%;
-- $0 class J to 'Dsf' from 'Csf'; RE 0%.

Fitch expects to conduct a full review of the transaction within
the next 60 days, including analysis of the remaining loans and
collateral discussions with the loan servicers.


LEHMAN 2006-LLF C5: Rights Transfer No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service was informed that the Holder of
Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class have designated Torchlight Loan Services,
LLC as the successor Special Servicer and to replace TriMont Real
Estate Advisors, Inc. as the Special Servicer for the Walt Disney
World Swan & Dolphin Split Trust Mortgage Loan. The Proposed
Special Servicer Replacement and Transfer will become effective
upon satisfaction of the conditions precedent set forth in the
governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement
from TriMont to Torchlight. Moody's has determined that this
proposed special servicing transfer will not, in and of itself,
and at this time, result in a downgrade or withdrawal of the
current ratings to any class of certificates rated by Moody's for
Lehman Brothers Floating Rate Commercial Mortgage Trust 2006-LLF
C5, Commercial Mortgage Pass-Through Certificates, Series 2006-LLF
C5. Moody's opinion only addresses the credit impact associated
with the proposed transfer of special servicing rights. Moody's is
not expressing any opinion as to whether the this change has, or
could have, other non-credit related effects that may have a
detrimental impact on the interests of note holders and/or
counterparties.

The last rating action for LBFRC 2006-LLF C5 was taken on
July 12, 2013. The primary methodology used in monitoring this
transaction was "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

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

On July 12, 2013, Moody's took these rating actions:

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

Cl. B, Affirmed Aaa (sf); previously on Jun 14, 2007 Upgraded to
Aaa (sf)

Cl. C, Upgraded to Aaa (sf); previously on Aug 30, 2012 Upgraded
to Aa1 (sf)

Cl. D, Upgraded to Aaa (sf); previously on Aug 30, 2012 Upgraded
to Aa3 (sf)

Cl. X-2, Affirmed B1 (sf); previously on Feb 22, 2012 Downgraded
to B1 (sf)

Cl. X-FLP, Affirmed Caa3 (sf); previously on Aug 30, 2012
Downgraded to Caa3 (sf)

Cl. WSD, Affirmed B3 (sf); previously on Dec 17, 2010 Downgraded
to B3 (sf)


LIGHTPOINT CLO V: Moody's Lifts Rating on Class C Notes From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Lightpoint CLO V, Ltd.:

$30,000,000 Class A-2 Floating Rate Notes Due August 5, 2019,
Upgraded to Aaa (sf); previously on September 1, 2011 Upgraded to
Aa3 (sf);

$34,500,000 Class B Floating Rate Notes Due August 5, 2019,
Upgraded to A1 (sf); previously on September 1, 2011 Upgraded to
Baa1 (sf);

$20,500,000 Class C Floating Rate Notes Due August 5, 2019,
Upgraded to Baa3 (sf); previously on September 1, 2011 Upgraded to
Ba1 (sf).

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

$450,000,000 Class A-1 Floating Rate Notes Due August 5, 2019,
Affirmed Aaa (sf); previously on September 1, 2011 Upgraded to Aaa
(sf);

$19,000,000 Class D Floating Rate Notes Due August 5, 2019,
Affirmed B1 (sf); previously on September 1, 2011 Upgraded to B1
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in August 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher WARR compared to
the levels twelve months ago. Based on the June 2013 trustee
report, the WARF and WARR are 2176 and 51%, respectively, compared
to June 2012 levels of 2336 and 49%, respectively. Moody's also
notes that the transaction's reported overcollateralization ratios
are stable since the last rating action.

In addition, Moody's said that it withdrew the rating of the
$5,000,000 Class J Blended Securities Notes Due 2019, previously
on September 1, 2011 Upgraded to Ba2 (sf). Based on Moody's
calculation, the rated balance of Class J Blended Securities Notes
is zero.

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 $569 million, defaulted par of $2.5 million, a
weighted average default probability of 14.07% (implying a WARF of
2314), a weighted average recovery rate upon default of 51%, and a
diversity score of 51. 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.

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

The principal methodology used in this rating was "Moody's 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% (1851)

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

Moody's Adjusted WARF + 20% (2777)

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

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will 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. Due to the large balance of principal
proceeds, Moody's considered several scenarios assuming various
amounts of principal proceeds are paid to the senior notes or
reinvested.

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.


MADISON PARK X: S&P Affirms 'BB' Rating to Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Madison
Park Funding X Ltd./Madison Park Funding X LLC's $717.0 million
floating- and fixed-rate notes following the transaction's
effective date as of April 9, 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.

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

             http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Madison Park Funding X Ltd./Madison Park Funding X LLC

Class                   Rating        Amount (mil. $)
A-1a                    AAA (sf)               300.00
A-1b                    AAA (sf)                15.75
A-2                     AAA (sf)               172.50
B-1                     AA (sf)                 58.50
B-2                     AA (sf)                 30.00
C (deferrable)          A (sf)                  59.25
D (deferrable)          BBB (sf)                39.50
E (deferrable)          BB (sf)                 37.50


MAGNOLIA FINANCE 2005-19: S&P Affirms 'B+' Rating on $9MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on Magnolia
Finance I PLC's $9 million collateralized debt obligation-
referenced fixed-rate notes series 2005-19 at 'B+'.

S&P's rating is dependent on the lower of (1) the long-term rating
on the swap counterparty, Credit Suisse International ('A') or (2)
the rating on the reference security, CSAM Funding II class D
notes due Oct. 15, 2016 ('B+(sf)').

The affirmation of the series 2005-19 notes rating follows the
July 2 lowering of S&P's long-term rating on the swap counterparty
to 'A' from 'A+'.  S&P may take subsequent rating actions on the
transaction as a result of changes in the rating assigned to the
underlying security.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


MARATHON REAL 2006-1: Fitch Places All Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed all classes of Marathon Real Estate CDO
2006-1, Ltd./LLC (Marathon 2006-1) on Rating Watch Negative due to
insufficient information.

Key Rating Drivers

The placement on Rating Watch Negative is due to limited
collateral information provided by the asset manager, Marathon
Asset Management. Fitch receives period updates on general pool
performance; however, Fitch had difficulty obtaining specific
collateral information after multiple requests. Fitch uses the
most recent year-end/trailing 12 financial statements and rent
rolls in its review, as well as updated debt stack positions. With
limited updates provided from the information used in the 2012
review, it is difficult to measure the current performance of the
pool.

Rating Sensitivity

Fitch will resolve the Rating Watch status upon receipt of
sufficient collateral and structural updates. If obtaining updated
information remains difficult, downgrades or withdrawals of the
ratings are possible.

Commercial Real Estate Loan CDOs are 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 are then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under the various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'.

Fitch places the following classes on Rating Watch Negative:

-- $338,966,789 class A-1 at 'BBBsf'; Rating Watch Negative;
-- $50,000,000 class A-2 at 'BBBsf'; Rating Watch Negative;
-- $99,000,000 class B at 'BBsf'; Rating Watch Negative;
-- $51,500,000 class C at 'Bsf'; Rating Watch Negative;
-- $16,000,000 class D at 'Bsf'; Rating Watch Negative;
-- $14,000,000 class E at 'Bsf'; Rating Watch Negative;
-- $23,500,000 class F at 'CCCsf'; Rating Watch Negative;
-- $15,500,000 class G at 'CCCsf'; Rating Watch Negative;
-- $26,000,000 class H at 'CCCsf', Rating Watch Negative;
-- $56,300,000 class J at 'CCCsf', Rating Watch Negative;
-- $26,700,000 class K at 'CCCsf', Rating Watch Negative.


MARQUETTE US/EUROPEAN: Moody's Raises Ratings on 8 CLO Tranches
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Marquette US/European CLO, P.L.C.:

$2,550,000 Class B-1 Senior Secured Floating Rate Dollar Notes Due
2020, Upgraded to Aaa (sf); previously on July 15, 2013 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade;

EUR7,500,000 Class B-2 Senior Secured Floating Rate Euro Notes Due
2020, Upgraded to Aaa (sf); previously on July 15, 2013 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade;

$10,000,000 Class C-1 Secured Floating Rate Dollar Notes Due 2020,
Upgraded to A2 (sf); previously on July 15, 2013 Upgraded to Baa2
(sf) and Placed Under Review for Possible Upgrade;

EUR7,937,000 Class C-2 Secured Floating Rate Euro Notes Due 2020,
Upgraded to A2 (sf); previously on July 15, 2013 Upgraded to Baa2
(sf) and Placed Under Review for Possible Upgrade;

$9,500,000 Class D-1 Secured Floating Rate Dollar Notes Due 2020,
Upgraded to Ba2 (sf); previously on September 6, 2012 Upgraded to
B1 (sf);

EUR7,540,000 Class D-2 Secured Floating Rate Euro Notes Due 2020,
Upgraded to Ba2 (sf); previously on September 6, 2012 Upgraded to
B1 (sf);

$3,000,000 Class E-1 Secured Floating Rate Dollar Notes Due 2020,
Upgraded to B3 (sf); previously on November 21, 2011 Upgraded to
Caa1 (sf);

EUR2,381,000 Class E-2 Secured Floating Rate Euro Notes Due 2020,
Upgraded to B3 (sf); previously on November 21, 2011 Upgraded to
Caa1 (sf).

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

$103,905,000 Class A-1A Senior Secured Floating Rate Dollar Notes
Due 2020 (current outstanding balance of $ 49,041,837.50),
Affirmed Aaa (sf); previously on September 6, 2012 Upgraded to Aaa
(sf);

$11,545,000 Class A-1B Senior Secured Floating Rate Dollar Notes
Due 2020, Affirmed Aaa (sf); previously on July 15, 2013 Upgraded
to Aaa (sf);

EUR86,151,000 Class A-2 Senior Secured Floating Rate Euro Notes
Due 2020 (current outstanding balance of EUR 45,367,268.99),
Affirmed Aaa (sf); previously on July 15, 2013 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-1A Notes and Class A-2 Notes amortized by approximately $36.2
million and EUR26.8 million or 34.8% and 31.1%, respectively since
the rating action in September 2012. Based on the latest trustee
report dated July 3, 2013, the Class A/B, Class C, Class D, and
Class E overcollateralization ratios are reported at 135.2%,
120.6%, 109.5%, and 106.4%, respectively, versus July 2012 levels
of 127.4%, 117.4%, 109.3%, and 107.0%, respectively. In taking the
foregoing actions, Moody's also announced that it had concluded
its review of its ratings on the issuer's Class B-1 Notes, Class
B-2 Notes, Class C-1 Notes, and Class C-2 Notes announced on July
15, 2013. At that time, Moody's said that it had upgraded and
placed certain of the issuer's ratings on review primarily as a
result of substantial deleveraging of the senior notes and
increases in OC ratios resulting from high rates of loan
collateral prepayments during the first half of 2013.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio since the rating
action in September 2012. In the base case, Moody's modeled a WARF
of 2791 compared to 2893 assumed at the time of the rating action
in September 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 of $74.6
million in USD denominated assets and EUR90.5 million in non-USD
denominated assets respectively, principal proceeds balance of
$34.6 million, defaulted par of $1.4 million, a weighted average
default probability of approximately 18.7% (implying a WARF of
2791), a weighted average recovery rate upon default of 48.5%, and
a diversity score of 39. 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.

Marquette US/European CLO, P.L.C., issued in July 2006, is a
collateralized loans obligation backed primarily by a portfolio of
senior secured loans denominated in U.S. Dollars and Euros.

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% (2233)

Class A-1a: 0

Class A-1b: 0

Class A-2 0

Class B: 0

Class C: +2

Class D: +1

Class E: +2

Moody's Adjusted WARF + 20% (3349)

Class A-1a: 0

Class A-1b: 0

Class A-2: 0

Class B: 0

Class C: -1

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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

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

4) Currency exposure: The deal has significant exposure to non-USD
denominated assets. Volatilities in foreign exchange rate will
have a direct impact on interest and principal proceeds available
to the transaction, which may affect the expected loss of rated
tranches. Furthermore, a higher amortization speed, in either the
USD or Euro denominated assets, exposes the transaction to foreign
currency risk because the principal proceeds have to be converted
at the spot exchange rate to pay down the pro-rata liabilities,
which are denominated in USD and Euros. Moody's modeled additional
scenarios assuming different amortization profiles for the USD and
Euro denominated assets.


MENLO PARK: Moody's Confirms Ba1 Rating on $61.8MM Debt
-------------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
successor agency to the Menlo Park Redevelopment Agency's Series
2006 bonds and assigned a negative outlook. The rating action
affects approximately $61.8 million of outstanding debt.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain below
Moody's threshold of two times to be considered investment grade.

Another important consideration --and a major factor in Moody's
assignment of a negative outlook-is the structure of the bonds.
The bonds are secured by a letter of credit (LOC) from State
Street Bank and Trust Company (Aa2 RUR down) and are in a variable
rate mode. At issuance, the RDA entered into a variable-to-fixed
rate swap with Piper Jaffray (NR) that creates a relatively fixed
rate payment obligation of the RDA. Moody's downgrade of the bonds
to Ba1 in June, 2012, triggered a termination event under the
swap. While the swap provider has not exercised its right to
terminate the swap, which has a mark-to-market value of -$15
million as of June 30, 2012, the availability of this right
injects considerable uncertainty into the future performance of
the bonds.

Other factors affecting the rating include a project area with a
relatively large AV; the city's location in the midst of Silicon
Valley, which remains one of the most important national economic
centers; robust socio-economic indicators; the depth of
incremental AV which provides protection against economic and real
estate downturns; and a top taxpayer profile which, while
concentrated, is not unusually so for a redevelopment project
area.

Strengths

- The large, in terms of assessed valuation (AV), project area
  located in the heart of Silicon Valley, still a leading
  economic growth engine

- Socio-economic indicators that are robust

- Strong ratio of incremental AV to the total AV of the project
  area

Challenges

- Projected debt service coverage in the first half of each year
  will be below two times

- Under the swap, the successor agency has triggered a
  termination event, which, if exercised, would result in a large
  termination payment. The successor RDA no longer has any
  assets, and while the termination payment would be subordinate
  to debt service, the counterparty's right to terminate is a
  source of uncertainty reflected in the rating and outlook.

Outlook

The negative outlook incorporates the uncertainties of whether the
swap counterparty will terminate the swap and how such a
termination would end up affecting the revenue available for debt
service.

What Could Move The Rating-Up

- Sizable increase in incremental AV of the project area, leading
  to greater debt service coverage in all semi-annual periods.

- Significant decrease in the concentration of the project area

What Could Move The Rating-Down

- Termination of the swap by the counterparty

- Protracted decline in the district's assessed valuation

Rating Methodology

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


MERRILL LYNCH 2006-1: Moody's Cuts Ratings on 2 CMBS Classes to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two notional
classes and affirmed the rating of one notional class of Merrill
Lynch Floating Trust Commercial Pass-Through Certificates, Series
2006-1 as follows:

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

Cl. X-3B, Downgraded to C (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. X-3C, Downgraded to C (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale:

The downgrades of notional Class X-3B and notional Class X-3C are
due to interest shortfalls from the Royal Holiday Portfolio Loan.
The affirmation of notional Class X-1B is based on Moody's credit
assessments for non-rated Classes K, L and M, the three remaining
certificate classes with outstanding principal balances. Class A1
through Class J have paid off in full. The certificates are
collateralized by mortgages on the two remaining loans in the
trust, the Royal Holiday Portfolio Loan and the Crowne Plaza Hotel
San Antonio Loan.

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 August 23, 2012.

Deal Performance:

As of the July 15, 2013 Payment Date, the transaction's
certificate balance has decreased by 96% to $95.3 million from
$2.6 billion at securitization due to the payoff of 13 loans
originally in the pool.

Two specially serviced loans remain in the pool. The larger loan
is the Royal Holiday Portfolio Loan ($65.0 million -- 68%). The
loan is secured by six hotels located in Mexico with a total of
1,501 rooms. Two of the hotels are located in Cancun, and the
other four are located in Cozumel, Ixtapa, Acapulco and San Jose
del Cabo. The loan was transferred to special servicing in
February 2010 and is a non-performing matured loan. The borrower
filed a Mexican bankruptcy petition for the Cozumel Caribe Hotel
in May 2010. The bankruptcy court terminated the flow of funds
into the lender's cash management system and blocked the lender
from pursuing remedies against the other five assets or the
guarantors. The borrower has not made debt service payments since
May 2010, nor has the borrower provided financials for the hotels.
Interest advances were terminated approximately 10 months ago.
Currently approximately $12 million in interest advances and legal
and insurance expenses is outstanding. The $103.0 million whole
loan includes $38.0 million in non-trust subordinate debt. The
special servicer is defending and pursuing multiple legal actions
and foresees a lengthy litigation. Moody's current credit
assessment is C, the same as last review.

The Crowne Plaza Hotel San Antonio ($30.3 million -- 32%) is
secured by a full-service hotel with 410-rooms located in downtown
San Antonio, Texas. The loan was transferred to special servicing
in February 2012 for technical default due to failing a
performance test and for facing imminent maturity default, which
occurred on June 11, 2012. Revenue per available room (RevPAR) for
calendar year 2012 was $72, a 13% increase over 2011. RevPAR for
the trailing 12-month period ending in May 2013 was $70, a 5%
increase from the prior year. The whole loan includes an
additional $26.0 million in non-trust subordinate debt. Moody's
current credit assessment is Caa1, the same as last review.

The pool has experienced a loss of $541,774, affecting Class M,
and interest shortfalls total $1.5 million affecting principal
Classes K, L and M and notional Classes X-3B and X-3C. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.



ML-CFC COMMERCIAL 2007-9: S&P Cuts Rating on 3 Note Classes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the Class
A-4 certificates of commercial mortgage pass-through certificates
from ML-CFC Commercial Mortgage Trust 2007-9, a U.S. commercial
mortgage-backed securities (CMBS) transaction, to 'AA (sf)' from
'A+ (sf)'.  Concurrently, Standard & Poor's lowered its ratings on
four classes and affirmed its ratings on 10 others from the same
transaction.

These rating actions 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 the assets in the pool, the transaction structure,
and the liquidity available to the trust.

S&P raised rating on the Class A-4 certificates reflects its
expected available credit enhancement for this tranche, which S&P
believes is greater than its most recent estimate of necessary
credit enhancement for the rating level.  The upgrades also
reflects S&P's views regarding the current and future performance
of the transaction's collateral as well as the deleveraging of the
trust balance, including the repayment in full of the Farallon
Portfolio loan in April 2013.

The downgrades reflect the credit support erosion that S&P
anticipates will occur upon the resolution of 20
($315.1 million, 14.0%) of the 22 ($344.9 million, 18.0%) assets
currently with the special servicer, LNR Partners Inc. (LNR).
Based on S&P's valuation, as well as valuations provided by the
special servicer of these 20 specially serviced assets, it expects
the trust to incur additional losses approximating 6.1% of the
original outstanding trust balance upon the resolution or
liquidation of these assets.  To date, the trust has incurred
losses totaling $107.7 million (3.8% of the original outstanding
trust balance).

S&P lowered its ratings on Classes D, E, and F to 'D (sf)' due to
current interest shortfalls as well as its expectation that these
classes will continue to experience interest shortfalls and the
accumulated interest shortfalls outstanding will not be repaid in
the foreseeable future.  While these classes currently have
experienced interest shortfalls for one month, these three classes
have had accumulated interest shortfalls outstanding for 10 to 23
months.

As of the July 12, 2013, trustee remittance report, the trust
experienced net monthly interest shortfalls totaling $1.0 million.
These interest shortfalls were primarily related to appraisal
subordinate entitlement reductions of $840,228, special servicing
and workout fees of $137,542, reimbursement for interest on
advances of $1,453, and an interest adjustment of $20,813.

The affirmation of the principal and interest certificates
reflects S&P's expectation that the available credit enhancement
for these classes will be within its estimate of the necessary
credit enhancement required for the current outstanding ratings.
The affirmed ratings on these classes also reflects the credit
characteristics and performance of the remaining loans, as well as
the transaction-level changes.

The affirmation of the interest-only (IO) certificates reflects
S&P's current criteria for rating IO securities.

          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 LIST

Rating Raised

ML-CFC Commercial Mortgage Trust 2007-9
Commercial mortgage pass-through certificates

           Rating
Class   To        From       Credit enhancement (%)
A-4     AA  (sf)  A+ (sf)    37.74

Ratings Lowered

ML-CFC Commercial Mortgage Trust 2007-9
Commercial mortgage pass-through certificates

           Rating
Class   To        From       Credit enhancement (%)
C       CCC-(sf)  CCC (sf)   9.25
D       D (sf)    CCC-(sf)   7.78
E       D (sf)    CCC-(sf)   6.49
F       D (sf)    CCC-(sf)   5.21

Ratings Affirmed

ML-CFC Commercial Mortgage Trust 2007-9
Commercial mortgage pass-through certificates

Class   Rating               Credit enhancement (%)
A-2     AAA (sf)             37.74
A-3     AAA (sf)             37.74
A-SB    AAA (sf)             37.74
AM      BBB-(sf)             23.76
AM-A    BBB-(sf)             23.76
AJ      B- (sf)              12.00
AJ-A    B- (sf)              12.00
B       CCC (sf)             10.35
XC      AAA (sf)             N/A
XP      AAA (sf)             N/A

N/A-Not applicable.


MORTGAGE ASSET 2003-2: Fitch Cuts Rating on Class 30-5 Bonds to D
-----------------------------------------------------------------
Fitch Ratings has affirmed 16 and downgraded 2 classes of Mortgage
Asset Securitization Transactions, Inc. (MASTR) 2003-2, a prime
U.S. RMBS transaction, as follows:

-- Class 1-A1 (Cusip 55265KRL5) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 2-A1 (Cusip 55265KRN1) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 2-A3 (Cusip 55265KRQ4) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 2-A6 (Cusip 55265KRT8) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 2-A7 (Cusip 55265KRU5) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 2-A10 (Cusip 55265KRX9) affirmed at 'AAsf'; Outlook
   Negative;

-- Class 3-A5 (Cusip 55265KSG5) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 3-A11 (Cusip 55265KSN0) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 3-A13 (Cusip 55265KSQ3) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 3-A14 (Cusip 55265KSR1) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 1-PO (Cusip 55265KST7) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 3-PO (Cusip 55265KST7) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 15-B5 (Cusip 55265KTB5) affirmed at 'Csf/RE 100%';

-- Class 30-B1 (Cusip 55265KSX8) affirmed at 'BBBsf'; Outlook
   Negative;

-- Class 30-B2 (Cusip 55265KSY6) affirmed at 'BBsf'; Outlook
   Stable;

-- Class 30-B3 (Cusip 55265KSZ3) affirmed at 'Bsf'; Outlook
   revised to Stable from Positive;

-- Class 30-B4 (Cusip 55265KTD1) downgraded to 'CCCsf/RE 100%'
   from 'Bsf';

-- Class 30-B5 (Cusip 55265KTE9) downgraded to 'Dsf/RE 80%' from
   'Bsf.

Key Rating Drivers

The negative rating actions were caused by a principal loss that
occurred in June 2013. The 2.129% loss was the result of one loan
that liquidated at an 81.3% severity in Pool 3. Pools 1 and 2 were
not impacted by this loss.

Rating Sensitivities:

The probability of default (PD) and loss severity (LS) were
determined by Fitch's prime loss model and were adjusted for pool
specific performance.

Once Fitch determines the base case assumptions, the stressed
assumptions are determined using Fitch's loss model PD and
severity multiples. This in turn determines Fitch's expected
losses in the 'Bsf-AAAsf' stresses.

In addition to increasing losses at each rating category to
reflect increasingly stressful economic environments, Fitch
analyzes various loss-timing, prepayment, loan modification,
servicer advancing, and interest rate scenarios as part of the
cash flow analysis. Each class is analyzed with 43 different
combinations of loss, prepayment and interest rate projections.

The analysis includes rating stress scenarios from 'CCCsf' to
'AAAsf'. The 'CCCsf' scenario is intended to be the most-likely
base-case scenario. Rating scenarios above 'CCCsf' are
increasingly more stressful and less-likely outcomes. Although
many variables are adjusted in the stress scenarios, the primary
driver of the loss scenarios is the home price forecast
assumption. In the 'Bsf' scenario, Fitch assumes home prices
decline 10% below their long-term sustainable level. The home
price decline assumption is increased by 5% at each higher rating
category up to a 35% decline in the 'AAAsf' scenario.

Classes currently rated below 'Bsf' are at-risk to default at some
point in the future. As default becomes more imminent, bonds
currently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' and
eventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will be
sensitive to future mortgage borrower behavior, which historically
has been strongly correlated with home price movements. Despite
recent positive trends, Fitch currently expects home prices
nationally to decline further before reaching a sustainable level.
While Fitch's ratings reflect this home price view, the ratings of
outstanding classes may be subject to revision to the extent
actual home price and mortgage performance trends differ from
those currently projected by Fitch.


PPLUS TRUST SPR-1: Moody's Hikes Rating on $42.5MM Certs to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
certificates issued by PPLUS Trust Series SPR-1:

$42,515,000 PPLUS Trust Series SPR-1 7.00% Trust Certificates,
Upgraded to B1; previously on April 16, 2013 B3 Placed Under
Review Direction Uncertain

Ratings Rationale:

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $43,297,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation which was upgraded to B1 by Moody's on July
19, 2013.

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 rating is a pass-through of the rating of
the underlying security.

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 rating on the underlying
securities, they could also negatively impact the rating on the
certificate.


RED RIVER: Moody's Hikes Rating on Class E Notes to 'Ba3'
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Red River CLO, Ltd.:

$657,000,000 Class A Floating Rate Senior Secured Extendable Notes
Due July 27, 2018 (current outstanding balance of
$567,882,854.90), Upgraded to Aaa (sf); previously on September
26, 2011 Upgraded to Aa1 (sf);

$45,000,000 Class B Floating Rate Senior Secured Extendable Notes
Due July 27, 2018, Upgraded to Aa1 (sf); previously on September
26, 2011 Upgraded to A2 (sf);

$40,500,000 Class C Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due July 27, 2018, Upgraded to A1 (sf);
previously on September 26, 2011 Upgraded to Ba1 (sf);

$45,000,000 Class D Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due July 27, 2018, Upgraded to Ba1 (sf);
previously on September 26, 2011 Upgraded to Caa1 (sf);

$31,500,000 Class E Floating Rate Senior Secured Deferrable
Interest Extendable Notes Due July 27, 2018 (current outstanding
balance of $26,342,207.08), Upgraded to Ba3 (sf); previously on
September 26, 2011 Upgraded to Caa2(sf).

Ratings Rationale:

These rating actions primarily reflect a correction in Moody's
calculation of the weighted average recovery rate. In previous
rating actions, due to incorrect reporting by the trustee, Moody's
modeled a weighted average recovery rate that was lower than the
correct value. This error has now been corrected, and these rating
actions reflect this change.

In addition, 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 weighted average spread of
3.50% compared to the covenant level of 3.05% modeled at the last
review.

The overcollateralization ratios of the rated notes have also
improved since the last review. In particular, the Class E
overcollateralization ratio has increased in part due to the
diversion of excess interest to deleverage the Class E Notes in
the event of a Class E overcollateralization test failure. Since
November 2011, $5.2 million of interest proceeds have reduced the
outstanding balance of the Class E Notes by 16.4%. Moody's also
notes that the Class E Notes are no longer deferring interest and
that all previously deferred interest has been paid in full.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the June 2013 trustee report, securities that
mature after the maturity date of the notes currently make up
approximately 5.7% 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 $741.4 million, defaulted par of $70.9
million, a weighted average default probability of 17.81%
(implying a WARF of 2728), a weighted average recovery rate upon
default of 51.13%, and a diversity score of 44. 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.

Red River CLO, Ltd., issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's 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% (2182)

Class A: 0

Class B: +1

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3273)

Class A: 0

Class B: -2

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and
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.


REGIONAL DIVERSIFIED 2004-1: Moody's Ups Ratings on 2 Note Classes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Regional Diversified Funding 2004-1
Ltd.:

$144,000,000 Class A-1 Floating Rate Senior Notes Due 2034
(current balance of $84,736,727.61), Upgraded to A2 (sf);
previously on January 7, 2010 Downgraded to Ba1 (sf);

$62,000,000 Class A-2 Floating Rate Senior Notes Due 2034,
Upgraded to B1 (sf); previously on April 8, 2011 Downgraded to
Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 Notes, an
increase in the transaction's overcollateralization ratios as well
as the improvement in the credit quality of the underlying
portfolio as measured by the weighted average rating factor
(WARF). The deleveraging is due to diversion of excess interest
after paying interest on the Class A-1 and A-2 Notes, the full par
recovery of defaulted assets, and the redemption of performing
assets.

Moody's notes that the Class A-1 Notes have been paid down by
approximately 10.5% or $15.1 million since May 2012, due to
diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets. As a
result of this deleveraging, the Class A-1 notes' par coverage
improved t. Based on the latest trustee report dated May 15, 2013,
the Senior Principal Coverage Ratio and Senior Subordinate
Principal Coverage Ratio are reported at 106.22% (limit 125.00%)
and 61.33% (limit 105.57%) respectively, versus the April 30, 2012
levels of 100.10% and 58.20% 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 also notes that the deal benefited from an improvement in
the credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
1155 compared to 2040 as of May 2012. The total par amount that
Moody's treated as defaulted or deferring declined to $148.53
million from $166.5 million 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 of $146.5
million, defaulted/deferring par of $148.527 million, a weighted
average default probability of 23.22% (implying a WARF of 1155),
Moody's Asset Correlation of 20.34%, and a weighted average
recovery rate upon default of 10.00%. 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.

Regional Diversified Funding issued on March 3, 2004, 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 principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

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

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 215 points from the
base case of 1155, 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 180 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 sensitivity analysis,
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 $13.53 million of
bank TruPS. In the second sensitivity analysis, it also 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- Par Credit to Certain Deferring Banks:

Class A-1: +1

Class A-2: +2

Class B-1: 0

Class B-2: 0

Sensitivity Analysis 2- Alternate Default Timing Profile that
assumes less defaults in the first year:

Class A-1: +1

Class A-2: +1

Class B-1: 0

Class B-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.


RESERVOIR FUNDING: Moody's Cuts Ratings on $133MM of SF CDO Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by Reservoir Funding Limited:

$374,900,000 Class A-1-NV First Priority Senior Non-Voting
Floating Rate Notes Due 2040 (current balance of $133,162,625),
Downgraded to Ca (sf); previously on August 5, 2010 Downgraded to
Caa3 (sf);

$100,000 Class A-1-V First Priority Senior Floating Rate Notes Due
2040 (current balance of $35,519), Downgraded to Ca (sf);
previously on August 5, 2010 Downgraded to Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating downgrade is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the WARF and a decrease in the
transaction's overcollateralization ratios. Based on the latest
trustee report dated June 2013, the WARF of the portfolio has
increased to 1628 from 1166 since April 2012. The
overcollateralization test is reported at 31.4% versus April 2012
level of 45.9%.

Reservoir Funding Limited, issued in October 2004, is a
collateralized debt obligation issuance backed by a portfolio of
primarily Residential Mortgage-Backed Securities (RMBS) originated
between 2003 and 2004.

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

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

The deal's ratings are not expected to be sensitive to the typical
range of changes (plus or minus two rating notches on Caa-rated
assets) in the rating quality of the collateral that Moody's
tests, and no sensitivity analysis was performed.


RESIDENTIAL ASSET 2002-A13: S&P Cuts Rating on Cl. B-1 Secs to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on
Residential Asset Securitization Trust 2002-A13 class PO and
lowered it to 'BBB+ (sf)' from 'AA+ (sf)'.  In addition, S&P
lowered its ratings on two additional classes and affirmed its
ratings on five classes from this same transaction.

Class PO is a principal-only (PO) certificate, with payments that
are dependent on a notional balance tied to discount loans from
this transaction.  On Jan. 30, 2013, due to an error, S&P
incorrectly lowered its rating on this class from 'AAA (sf)/Watch
Neg' to 'AA+ (sf)'instead of 'A+ (sf)'.  The rating on this class
would generally match the rating of the lowest rated senior class
('A+ (sf)' at that time) in the same structure.  S&P is now
correcting this rating and lowering it to 'BBB+ (sf)' based on the
June 2013 performance information.

"The downgrades reflect our view that the projected credit
enhancement will be insufficient to cover projected losses at the
previous rating levels.  While the projected losses for this pool
of mortgage loans are relatively low, the downgrades reflect the
erosion of credit enhancement due to the pay down of the
subordinate classes, together with the risk that a liquidation and
subsequent loss on one or a small number of the 36 remaining loans
may have a disproportionate impact on the remaining credit
enhancement," S&P said.

The affirmations reflect S&P's view that the projected credit
enhancement will be sufficient to cover projected losses at these
rating levels.

Subordination provides credit support for this transaction.  The
underlying collateral for this deal consists of alternative-A
mortgage loans secured by first liens on one- to four-family
residential properties.

In accordance with S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

                          ECONOMIC OUTLOOK

When analyzing U.S. residential mortgage-backed securities (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 7.5% for 2013 and 6.9%
      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 2.0% in 2013 and 3.1% in 2014.

   -- The 30-year mortgage rate will average 3.9% for 2013, and
      reach slightly higher levels in 2014.

   -- Inflation will be 1.3% in 2013 and 1.6% 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 7.7%, but
      rises to 8.1% in 2014, and job growth would slow to almost
      zero in 2013 and 2014.

   -- Downward pressure causes less than 1.5% GDP growth in 2013
      and only 0.6% growth in 2014, fueled by increased
      unemployment levels.

   -- Thirty-year fixed mortgage rates fall back to 3.5% in 2013
      and remain there throughout 2014, 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 CORRECTED

Residential Asset Securitization Trust 2002-A13
Series 2002-M
                                          --Rating--
Class      CUSIP       Current       1/30/13    Pre-1/30/13

PO         45660NJG1   BBB+ (sf)     AA+ (sf)   AAA (sf)/Watch Neg

RATINGS LOWERED

Residential Asset Securitization Trust 2002-A13
Series 2002-M
                                 Rating
Class      CUSIP         To                From

A-5        45660NJN6     BBB+ (sf)         A+ (sf)
B-1        45660NJQ9     B- (sf)           B+ (sf)

RATINGS AFFIRMED

Residential Asset Securitization Trust 2002-A13
Series 2002-M

Class      CUSIP         Rating

A-4        45660NJM8     AA+ (sf)
A-6        45660NJP1     AA+ (sf)
A-X        45660NJW6     AA+ (sf)
B-2        45660NJR7     CCC (sf)
B-3        45660NJS5     CC (sf)


RFC CDO 2006-1: Moody's Affirms 'C' Rating on 5 Note Classes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two and
affirmed the ratings of eight classes of notes issued by RFC CDO
2006-1, Ltd. (f/k/a CBRE Realty Finance CDO 2006-1, LTD.). The
upgrades are due to rapid paydown to the Class A-1 notes from
unscheduled principal repayment and resolution or sales of certain
collaterals since last review. The affirmations are due to key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation and collateralized loan obligation
(CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Upgraded to Aaa (sf); previously on Aug 22, 2012 Upgraded
to Aa2 (sf)

Cl. A-2, Upgraded to Baa1 (sf); previously on Aug 22, 2012
Upgraded to Ba1 (sf)

Cl. B, Affirmed Caa1 (sf); previously on Oct 5, 2010 Downgraded to
Caa1 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Oct 5, 2010 Downgraded to
Caa2 (sf)

Cl. D, Affirmed Ca (sf); previously on Oct 5, 2010 Downgraded to
Ca (sf)

Cl. E, Affirmed C (sf); previously on Oct 5, 2010 Downgraded to C
(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)

Cl. J, Affirmed C (sf); previously on Oct 5, 2010 Downgraded to C
(sf)

Cl. K, Affirmed C (sf); previously on Oct 5, 2010 Downgraded to C
(sf)

Ratings Rationale:

RFC CDO 2006-1, Ltd. is a static cash transaction backed by a
portfolio commercial mortgage backed securities (CMBS) (38.6% of
the pool balance), whole loan debt (24.0%), mezzanine debt
(19.8%), and B-note debt (17.5%). As of the June 25, 2013 payment
date, the aggregate Note balance of the transaction, including
preferred shares, has decreased to $237.7 million from $600
million at issuance, with the paydown directed to the Class A-1
notes, as a result of the combination of principal repayment of
collateral, resolution and sales of impaired collateral, and the
failing of certain par value tests. Currently, the transaction has
under-collateralization of $77.6 million (12.9% of original
aggregate note balance, compared to 6.9% at last review) primarily
due to realized losses on the collateral.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 7,230
compared to 6,388 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (3.1% compared to 0.0% at last
review), A1-A3 (0.0% compared to 1.9% at last review), Baa1-Baa3
(4.4% compared to 5.1% at last review), Ba1-Ba3 (16.2% compared to
15.8% at last review), B1-B3 (6.9% compared to 9.8% at last
review), and Caa1-Ca/C (69.4% compared to 67.4% at last review).

Moody's modeled to a WAL of 2.4 years compared to 3.0 years at
last review. The current WAL is based on the assumption about
extensions on the underlying collateral.

Moody's modeled a fixed WARR of 19.6% compared to 32.7% at last
review.

Moody's modeled a MAC of 100.0%, compared to 12.4% at last review.

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

The cash flow model, CDOEdge v3.2.1.2, released on May 16, 2013,
was used to analyze the cash flow waterfall and its effect on the
capital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 19.6% to 9.6% or up to 29.6% would result in rating
movements on the rated tranches of 0 to 5 notches downward or 0 to
2 notches upward, respectively.

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

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

The hotel sector continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
Across all property sectors, the availability of debt capital
continues to improve with robust securitization activity of
commercial real estate loans supported by a monetary policy of low
interest rates.

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

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


ROSEVILLE REDEVELOPMENT: Moody's Confirms Ba1 Rating on Tax Bonds
-----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency of Roseville Redevelopment Agency's (CA) Tax
Allocation Bonds, Series 2006 A, Series 2006 A-T, Series 2006 H-T
and Series 2002. The bonds are secured by a pledge of tax
increment revenues from the Agency's Roseville Redevelopment
Project Area.

Rating Rationale:

The Ba1 rating reflects the risks and weakness that the
dissolution of redevelopment agencies (now known as successor
agencies) now adds to bond's credit profile. The primary change is
the narrow semi-annual debt service coverage. The semi-annual
process exposes the Agency to ongoing uncertainty, since it
requires the annual approval by the state to reserve sufficient
funds for the subsequent principal and interest payment. Despite
this weakness, the tax base benefits from its moderate size,
moderate wealth levels of city residents, and Moody's expectation
that assessed values will eventually recover and gradually grow
from their depressed state.

Strengths:

- Moderate size of project area

- Moderate wealth level of residents

- Assessed value expected to eventually recover and gradually
   grow

Challenges:

- Narrow semi-annual debt service coverage

- Concentrated taxpayers

- Tax base has weakened with regional decline of real-estate
   market

What Could Make the Rating Go Up

- Significant and sustained increase in assessed valuation with
   at least two times coverage in both periods

- Substantial improvement in wealth levels

What Could Make the Rating Go Down

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

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


SANTANDER CONSUMER: Moody's Eyes Upgrade for 34 Tranches
--------------------------------------------------------
Moody's Investor Services has placed on review for upgrade 34
tranches and affirmed an additional 17 tranches from 2011 and 2012
vintage securitizations sponsored by Santander Consumer USA Inc.
in 2011 and 2012.

Complete rating actions are as follows:

Issuer: Santander Drive Auto Receivables Trust 2011-1

Cl. A-3, Affirmed Aaa (sf); previously on May 6, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Sep 26, 2012 Upgraded to
Aaa (sf)

Cl. C, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to Aa1 (sf)

Cl. D, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to A1 (sf)

Cl. E, Baa3 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to Baa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2011-2

Cl. A-3, Affirmed Aaa (sf); previously on Jun 30, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Sep 26, 2012 Upgraded to
Aaa (sf)

Cl. C, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to Aa1 (sf)

Cl. D, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to A1 (sf)

Cl. E, Baa3 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 26, 2012 Upgraded to Baa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2011-3

Cl. A-3, Affirmed Aaa (sf); previously on Sep 21, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 21, 2011 Definitive Rating Assigned Aa1 (sf)

Cl. C, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 21, 2011 Assigned Aa3 (sf)

Cl. D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 21, 2011 Definitive Rating Assigned Baa2 (sf)

Cl. E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on Sep 21, 2011 Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2011-4

Cl. A-2, Affirmed Aaa (sf); previously on Oct 13, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 13, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Oct 13, 2011 Definitive Rating Assigned Aa1 (sf)

Cl. C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Oct 13, 2011 Definitive Rating Assigned A1 (sf)

Cl. D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Oct 13, 2011 Definitive Rating Assigned Baa2 (sf)

Cl. E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on Oct 13, 2011 Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-1

Class A-2, Affirmed Aaa (sf); previously on Jan 19, 2012
Definitive Rating Assigned Aaa (sf)

Class A-3, Affirmed Aaa (sf); previously on Jan 19, 2012
Definitive Rating Assigned Aaa (sf)

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Jan 19, 2012 Definitive Rating Assigned Aa1 (sf)

Class C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Jan 19, 2012 Definitive Rating Assigned A1 (sf)

Class D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Jan 19, 2012 Definitive Rating Assigned Baa2 (sf)

Class E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on Jan 19, 2012 Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-2

Class A-2, Affirmed Aaa (sf); previously on Mar 23, 2012
Definitive Rating Assigned Aaa (sf)

Class A-3, Affirmed Aaa (sf); previously on Mar 23, 2012
Definitive Rating Assigned Aaa (sf)

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 23, 2012 Definitive Rating Assigned Aa1 (sf)

Class C, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 23, 2012 Definitive Rating Assigned Aa3 (sf)

Class D, Baa1 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 23, 2012 Assigned Baa1 (sf)

Class E, Ba1 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 23, 2012 Assigned Ba1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-3

Class A-2, Affirmed Aaa (sf); previously on May 18, 2012
Definitive Rating Assigned Aaa (sf)

Class A-3, Affirmed Aaa (sf); previously on May 18, 2012
Definitive Rating Assigned Aaa (sf)

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on May 18, 2012 Definitive Rating Assigned Aa1 (sf)

Class C, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on May 18, 2012 Definitive Rating Assigned Aa3 (sf)

Class D, Baa1 (sf) Placed Under Review for Possible Upgrade;
previously on May 18, 2012 Definitive Rating Assigned Baa1 (sf)

Class E, Ba1 (sf) Placed Under Review for Possible Upgrade;
previously on May 18, 2012 Definitive Rating Assigned Ba1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-4

Class A-2, Affirmed Aaa (sf); previously on Jul 6, 2012 Definitive
Rating Assigned Aaa (sf)

Class A-3, Affirmed Aaa (sf); previously on Jul 6, 2012 Definitive
Rating Assigned Aaa (sf)

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 6, 2012 Definitive Rating Assigned Aa1 (sf)

Class C, Aa3 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 6, 2012 Definitive Rating Assigned Aa3 (sf)

Class D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 6, 2012 Definitive Rating Assigned Baa2 (sf)

Class E, Ba2 (sf) Placed Under Review for Possible Upgrade;
previously on Jul 6, 2012 Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-5

Class A-2, Affirmed Aaa (sf); previously on Aug 15, 2012
Definitive Rating Assigned Aaa (sf)

Class A-3, Affirmed Aaa (sf); previously on Aug 15, 2012
Definitive Rating Assigned Aaa (sf)

Class B, Aa1 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 15, 2012 Definitive Rating Assigned Aa1 (sf)

Class C, A1 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 15, 2012 Definitive Rating Assigned A1 (sf)

Class D, Baa2 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 15, 2012 Definitive Rating Assigned Baa2 (sf)

Class E, Ba1 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 15, 2012 Definitive Rating Assigned Ba1 (sf)

Ratings Rationale:

The reviews of the 2011 transactions are primarily a result of the
build-up of credit enhancement due to the sequential pay structure
and non-declining reserve account. The reviews of the 2012
transactions are the result of reduction in the lifetime loss
expectations due to stronger performance of the underlying
collateral pools than originally expected as well as the build-up
of credit enhancement due to the sequential pay structure and non-
declining reserve account. The stronger performance is in part due
to repurchases of early period defaulted loans by SCUSA, which
lowered cumulative net loss levels, as of the March distribution
date, by approximately 0.40% to 1.15% of the original balance of
the securitized pools. For the trusts to benefit from repurchases,
the sponsor must be willing to repurchase them and have the
ability to do so, and SCUSA has shown its willingness to
repurchase the loans to date. If Santander were no longer able to
repurchase the loans, the ABS trust would remain subject to this
risk.

Key performance metrics (as of the June 2013 distribution date)
and credit assumptions for each affected transaction. Credit
assumptions include Moody's expected lifetime CNL expected
range/loss which is expressed as a percentage of the original pool
balance; Moody's lifetime remaining CNL expectation and Moody's
Aaa (sf) level which are expressed as a percentage of the current
pool balance. The Aaa level is the level of credit enhancement
that would be consistent with a Aaa (sf) rating for the given
asset pool. Performance metrics include pool factor which is the
ratio of the current collateral balance to the original collateral
balance at closing; total credit enhancement, which typically
consists of subordination, overcollateralization, and a reserve
fund; and per annum excess spread.

Issuer: Santander Drive Auto Receivables Trust 2011-1

Lifetime CNL expected loss -- 13.00%, prior expectation (Sep 2012)
-- 13.00%

Lifetime Remaining CNL expectation -- 11.80%

Aaa Level -- 40.00%

Pool factor -- 38.20%

Total credit enhancement (excluding excess spread ): Cl. A --
96.16%, Cl. B -- 67.36%, Cl. C - 51.65%, Cl. D 28.09%, Cl. E --
20.24%

Excess spread -- Approximately 10.7% per annum

Issuer: Santander Drive Auto Receivables Trust 2011-2

Lifetime CNL expected loss -- 13.00%, prior expectation (Sep 2012)
-- 13.00%

Lifetime Remaining CNL expectation -- 13.31%

Aaa Level -- 40.00%

Pool factor -- 40.01%

Total credit enhancement (excluding excess spread ): Cl. A-
92.48%, Cl. B - 64.99%, Cl. C - 49.99%, Cl. D - 27.50%, Cl. E -
20.00%

Excess spread -- Approximately 10.5% per annum

Issuer: Santander Drive Auto Receivables Trust 2011-3

Lifetime CNL expected loss -- 11.75%, prior expectation (Sep 2012)
-- 11.75%

Lifetime Remaining CNL expectation -- 12.83%

Aaa Level -- 40.00%

Pool factor -- 47.74%

Total credit enhancement (excluding excess spread ): Cl. A -
89.35%, Cl. B - 69.46%, Cl. C - 44.32%, Cl. D -- 25.47%, Cl. E -
19.19%

Excess spread -- Approximately 10.6% per annum

Issuer: Santander Drive Auto Receivables Trust 2011-4

Lifetime CNL expected loss -- 12.00%, prior expectation (Sep 2012)
-- 12.00%

Lifetime Remaining CNL expectation -- 11.46%

Aaa Level -- 40.00%

Pool factor -- 54.13%

Total credit enhancement (excluding excess spread ): Cl. A -
80.58%, Cl. B - 63.03%, Cl. C - 40.86%, Cl. D - 24.24%, Cl. E -
18.69%

Excess spread -- Approximately 10.0% per annum

Issuer: Santander Drive Auto Receivables Trust 2012-1

Lifetime CNL expected loss range -- 11.50% - 12.50%, prior
expectation (closing) -- 14.00%

Aaa Level -- 42.00%

Pool factor -- 59.35%

Total credit enhancement (excluding excess spread ): Cl. A -
74.82%, Cl. B - 58.81%, Cl. C - 38.59%, Cl. D - 23.42%, Cl. E -
18.37%

Excess spread -- Approximately 9.9% per annum

Issuer: Santander Drive Auto Receivables Trust 2012-2

Lifetime CNL expected loss range -- 11.50% - 12.50%, prior
expectation (closing) -- 15.00%

Aaa Level -- 42.00%

Pool factor -- 63.95%

Total credit enhancement (excluding excess spread ): Cl. A -
70.52%, Cl. B - 55.66%, Cl. C - 36.89%, Cl. D - 24.38%, Cl. E -
18.13%

Excess spread -- Approximately 11.9% per annum

Issuer: Santander Drive Auto Receivables Trust 2012-3

Lifetime CNL expected loss range -- 11.50% - 12.50%, prior
expectation (closing) -- 15.50%

Aaa Level -- 42.00%

Pool factor -- 69.96%

Total credit enhancement (excluding excess spread ): Cl. A -
65.74%, Cl. B -- 52.16%, Cl. C - 35.01%, Cl. D - 22.15%, Cl. E -
17.86%

Excess spread -- Approximately 12.9% per annum

Issuer: Santander Drive Auto Receivables Trust 2012-4

Lifetime CNL expected loss range -- 11.50% - 12.50%, prior
expectation (closing) -- 15.00%

Aaa Level -- 42.00%

Pool factor -- 73.99%

Total credit enhancement (excluding excess spread ): Cl. A -
62.98%, Cl. B -- 50.14%, Cl. C - 33.92%, Cl. D - 21.76%, Cl. E -
17.70%

Excess spread -- Approximately 11.8% per annum

Issuer: Santander Drive Auto Receivables Trust 2012-5

Lifetime CNL expected loss range -- 11.50% - 12.50%, prior
expectation (closing) -- 14.50%

Aaa Level -- 42.00%

Pool factor -- 78.89%

Total credit enhancement (excluding excess spread ): Cl. A -
60.00%, Cl. B -- 46.37%, Cl. C - 31.16%, Cl. D - 21.34%, Cl. E -
17.54%

Excess spread -- Approximately 12.1% per annum

Ratings on the notes may be downgraded if the lifetime CNL
expectation is increased by two times.

The principal methodology used in these ratings was "Moody's
Approach to Rating Auto Loan-Backed ABS" rating methodology
published in May 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 current
macroeconomic environment, in which unemployment continues to
remain at elevated levels, and strength in the used vehicle
market. Moody's currently views the used vehicle market as much
stronger now than it was at the end of 2008 when the uncertainty
relating to the economy as well as the future of the U.S auto
manufacturers was significantly greater. Overall, Moody's expects
overall a sluggish recovery in most of the world's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.


SEQUOIA MORTGAGE 2013-10: Fitch Rates Class B-4 Certificates 'BB'
-----------------------------------------------------------------
Fitch Ratings expects to rate Sequoia Mortgage Trust 2013-10 (SEMT
2013-10) as follows:

-- $371,622,000 class A-1 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $185,811,000 class A-2 certificate 'AAAsf'; Outlook Stable;

-- $185,811,000 class A-3 certificate 'AAAsf'; Outlook Stable;

-- $185,811,000 class A-4 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $185,811,000 class A-5 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $185,811,000 class A-6 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $185,811,000 class A-7 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $371,622,000 class A-8 exchangeable certificate 'AAAsf';
   Outlook Stable;

-- $185,811,000 class A-IO1 notional certificate 'AAAsf'; Outlook
   Stable;

-- $185,811,000 class A-IO2 notional certificate 'AAAsf'; Outlook
   Stable;

-- $185,811,000 class A-IO3 notional certificate 'AAAsf'; Outlook
   Stable;

-- $371,622,000 class A-IO notional certificate 'AAAsf'; Outlook
   Stable;

-- $10,217,000 class B-1 certificates 'AAsf'; Outlook Stable;

-- $6,811,000 class B-2 certificates 'Asf'; Outlook Stable;

-- $4,608,000 class B-3 certificates 'BBBsf'; Outlook Stable;

-- $3,205,000 non-offered class B-4 certificates 'BBsf'; Outlook
   Stable.

The $4,208,564 non-offered class B-5 certificates will not be
rated by Fitch.

Key Rating Drivers

High-Quality Mortgage Pool: The collateral pool consists of 30-
year fully amortizing, fully documented FRMs to borrowers with
strong credit profiles, low leverage, and substantial liquid
reserves. Third-party loan-level due diligence was conducted on
99.8% of the pool, and Fitch believes the results of the review
generally indicate strong underwriting controls.

Originators with Limited Performance History: The majority of the
pool was originated by lenders with limited non-agency performance
history. The lack of performance history is partially mitigated by
the 100% third-party diligence conducted on these loans that
resulted in immaterial findings. Fitch also considers the credit
enhancement (CE) on this transaction sufficient to mitigate the
originator risk.

Geographically Diverse Pool: The collateral pool is geographically
diverse. The percentage in the top three metropolitan statistical
areas (MSAs) is 23.1% and concentration in California is 40.9%,
similar to recent SEMT transactions. The agency did not apply a
default penalty to the pool due to the low geographic
concentration risk.

Transaction Provisions Enhance Deal Framework: The representation,
warranty and enforcement mechanism framework is viewed positively,
as it is consistent with Fitch criteria. As in other recent Fitch-
rated SEMT transactions, SEMT 2013-10 contains binding arbitration
provisions that may serve to provide timely resolution to
representation and warranty disputes. In addition, all loans that
become 120 days or more delinquent will be reviewed for breaches
of representations and warranties.

Rating Sensitivities

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

Fitch conducted sensitivity analysis on areas where the model
projected lower home price declines than that of the overall
collateral pool. The model currently projects sustainable MVDs
(sMVDs) at the MSA level. For one of the top 10 regions, Fitch's
sustainable home price (SHP) model does not project declines in
home prices. This region is Dallas-Plano-Irving in Texas (4.3%).
Fitch conducted sensitivity analysis assuming sMVDs of 10%, 15%,
and 20% compared with those projected by Fitch's SHP model for
this region. The sensitivity analysis indicated no impact on
ratings for all bonds in each scenario.

In its analysis, Fitch considered placing a greater emphasis on
recent economic performance in determining market value declines.
While Fitch's current loan loss model looks to three years of
historical data and one year of projections, this does not
incorporate recent notable economic improvement. To reflect the
more recent economic environment, a sensitivity analysis was
performed using two years of historical economic data and two
years of projections. The result of this sensitivity analysis was
included in the consideration of the loss expectations for this
transaction. This sensitivity analysis resulted in a base sMVD of
13.7%, slightly less than the 14.5% base sMVD projected in the
current model.

Another sensitivity analysis was focused on determining how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20%, and 30%, in addition to the
model-projected 14.5% for this pool. The analysis indicates there
is some potential rating migration with higher MVDs, compared with
the model projection.


SIERRA TIMESHARE 2013-2: Fitch Rates $36.48MM Class C Notes 'BB'
----------------------------------------------------------------
Fitch Ratings assigns the following ratings to Sierra Timeshare
2013-2 Receivables Funding LLC:

-- $226,340,000 class A asset-backed notes 'Asf'; Outlook Stable;
-- $62,180,000 class B asset-backed notes 'BBBsf'; Outlook Stable;
-- $36,480,000 class C asset-backed notes 'BBsf'; Outlook Stable.

Key Rating Drivers

Improved Brand Concentration: Approximately 62.6% of Sierra 2013-2
consists of WVRI-originated loans (down from 67.3% in 2013-1), and
the remaining 37.4% are WRDC loans. On a like-for-like FICO basis,
excluding sub-600 FICO score obligors, WRDC's receivables perform
better than WVRI's. Offsetting the improved brand concentration is
a slightly negative shift toward borrowers with lower FICO scores.

Continued Weak WVRI Performance: Similar to other timeshare
originators and other consumer asset types, Wyndham Worldwide
delinquency and default performance exhibited notable increases in
the 2007-2008 vintages. While more recent vintages are displaying
improved performance under the WRDC platform, the improvement is
not evident under the WVRI platform.

Sufficient CE Structure: Initial hard credit enhancement (CE) is
expected to be 34.25%, 15.50%, and 4.50% for the class A, B, and C
notes, respectively. Hard CE is composed of overcollateralization,
a letter of credit reserve account, and subordination. Soft CE is
also provided by excess spread and is expected to be 9.29% per
annum.

Quality of Origination/Servicing: Wyndham Worldwide has
demonstrated sufficient abilities as an originator and servicer of
timeshare loans. This is evidenced by the historical delinquency
and loss performance of securitized trusts and of the managed
portfolio.

Legal Structure Integrity: The legal structure of the transaction
should provide that a bankruptcy of Wyndham Worldwide and Wyndham
Consumer Finance, Inc. (WCF) would not impair the timeliness of
payments on the securities.

Rating Sensitivities

Unanticipated increases in the frequency of defaults could produce
cumulative gross default (CGD) levels higher than the base case
and would likely result in declines of credit enhancement and
remaining default coverage levels available to the notes.
Additionally, unanticipated increases in prepayment activity could
also result in a decline in coverage. Decreased default coverage
may make certain note ratings susceptible to potential negative
rating actions, depending on the extent of the decline in
coverage.

Thus, Fitch conducts sensitivity analysis stressing both a
transaction's initial base case CGD and prepayment assumptions by
1.5x and 2.0x and examining the rating implications on all classes
of issued notes. The 1.5x and 2.0x increases of the base case CGD
and prepayment assumptions represent moderate and severe stresses,
respectively, and are intended to provide an indication of the
rating sensitivity of notes to unexpected deterioration of a
trust's performance.

Key Rating Drivers and Rating Sensitivities are further described
in the presale report dated July 15, 2013. Fitch's analysis of the
Representations and Warranties (R&W) of this transaction can be
found in 'Sierra Timeshare 2013-2 Receivables Funding LLC -
Appendix'. This R&W is compared to those of typical R&W for the
asset class as detailed in the special report 'Representations,
Warranties, and Enforcement Mechanisms in Global Structured
Finance Transactions' dated April 17, 2012.


SIERRA TIMESHARE 2013-2: S&P Assigns 'BB' Rating to Class C Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Sierra
Timeshare 2013-2 Receivables Funding LLC's $325 million vacation
timeshare loan-backed notes.

The note issuance is an asset-backed securities transaction backed
by vacation ownership interval (timeshare) loans.

The ratings reflect S&P's view of the credit enhancement available
in the form of subordination, overcollateralization, a reserve
account, and available excess spread.  S&P's ratings also reflect
its view of Wyndham Consumer Finance Inc.'s servicing ability and
experience in the timeshare market.

           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/1663.pdf

RATINGS ASSIGNED

Sierra Timeshare 2013-2 Receivables Funding LLC

Class       Rating              Amount
                              (mil. $)
A           A (sf)              226.34
B           BBB (sf)             62.18
C           BB (sf)              36.48


SPRINT CAPITAL 2004-2: Moody's Hikes Rating on Cl. A-1 Certs to B1
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
certificates issued by Structured Repackaged Asset-Backed Trust
Securities Trust for Sprint Capital Corporation Securities, Series
2004-2:

$38,000,000 6.500% STRATS, Series 2004-2, Class A-1 Certificates,
Upgraded to B1; previously on April 16, 2013 B3 Placed Under
Review Direction Uncertain

Ratings Rationale:

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $38,000,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation, which was upgraded to B1 by Moody's on July
19, 2013.

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 rating is a pass-through of the rating of
the underlying security.

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 rating on the
certificate.


SOLSTICE ABS: Moody's Hikes Rating on $225MM Notes to 'Caa3'
------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Solstice ABS CBO, Ltd.:

$225,000,000 Class A First Priority Senior Secured Floating Rate
Notes Due 2036 (current outstanding balance of $4,030,434),
Upgraded to Caa3 (sf); previously on May 26, 2010 Downgraded to Ca
(sf)

Ratings Rationale:

According to Moody's, the rating action taken on the notes is
primarily a result of deleveraging of the Class A notes and an
increase in the transaction's overcollateralization ratios.
Moody's notes that the Class A Notes have been paid down by
approximately $12.2 million or 75% since May 2012. Based on the
latest trustee report dated June 28, 2013, the Class A
overcollateralization ratio is reported at 338.5% versus April
2012 levels of 118.7%.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since April 2012. Based on the June 2013 trustee report, the
weighted average rating factor is currently 9150 compared to 8875
in April 2012.

Solstice ABS CBO, Ltd., issued in April 2001, is a collateralized
debt obligation backed primarily by a portfolio of structured
finance securities. According to Moody's, the current portfolio is
comprised of 4 performing ABS and MBS assets and 23 assets that
are treated as defaulted.

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

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds.

Due to the deal's lack of granularity, Moody's did not use a cash
flow model to analyze the default and recovery properties of the
collateral pool. Instead, Moody's analyzed the transaction by
assessing the overcollateralization of the rated notes.

The deal's ratings are not expected to be sensitive to the typical
range of changes (plus or minus two rating notches on Caa-rated
assets) in the rating quality of the collateral that Moody's
tests, and no sensitivity analysis was performed.


SOUND POINT CLO II: S&P Affirms 'BB-' Rating to Class B-2L Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Sound
Point CLO II Ltd./Sound Point CLO II LLC's $357.5 million fixed-
and floating-rate notes following the transaction's effective date
as of June 7, 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.

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Sound Point CLO II Ltd./Sound Point CLO II LLC

Class               Rating        Amount (mil. $)
A-1L                AAA (sf)               230.50
A-1F                AAA (sf)                10.00
A-2L                AA (sf)                 27.50
A-2F                AA (sf)                 10.00
A-3L                A (sf)                  31.50
B-1L                BBB (sf)                19.50
B-2L                BB- (sf)                19.00
B-3L                B (sf)                   9.50


STRUCTURED ASSET: Moody's Hikes Ratings on $911MM Subprime RMBS
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 24 tranches
from nine transactions, backed by Subprime mortgage loans issued
by Structured Asset Securities Corp Trust.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp Trust 2005-NC2

Cl. M2, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to Baa1 (sf)

Cl. M3, Upgraded to Baa3 (sf); previously on Aug 20, 2012 Upgraded
to B1 (sf)

Cl. M4, Upgraded to B3 (sf); previously on Aug 20, 2012 Upgraded
to Ca (sf)

Cl. M5, Upgraded to Ca (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Issuer: Structured Asset Securities Corp Trust 2006-BC6

Cl. A3, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to A3 (sf)

Issuer: Structured Asset Securities Corp Trust 2006-WF1

Cl. M1, Upgraded to Baa2 (sf); previously on Aug 20, 2012
Confirmed at Ba3 (sf)

Cl. M2, Upgraded to B3 (sf); previously on Apr 12, 2010 Downgraded
to Caa2 (sf)

Cl. M3, Upgraded to Caa3 (sf); previously on Apr 12, 2010
Downgraded to C (sf)

Cl. A5, Upgraded to A1 (sf); previously on Apr 12, 2010 Downgraded
to A2 (sf)

Issuer: Structured Asset Securities Corp Trust 2006-WF3

Cl. A1, Upgraded to Ba2 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. A3, Upgraded to Baa3 (sf); previously on Aug 20, 2012
Confirmed at B1 (sf)

Cl. A4, Upgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to Caa2 (sf)

Cl. A5, Upgraded to Ba2 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. M1, Upgraded to Ca (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Issuer: Structured Asset Securities Corp Trust 2007-BC1

Cl. A3, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to Baa1 (sf)

Cl. A4, Upgraded to B3 (sf); previously on Aug 20, 2012 Upgraded
to Caa2 (sf)

Issuer: Structured Asset Securities Corp Trust 2007-BC2

Cl. A3, Upgraded to Baa3 (sf); previously on Apr 12, 2010
Confirmed at Ba2 (sf)

Issuer: Structured Asset Securities Corp Trust 2007-BC3

Cl. 1-A2, Upgraded to Baa2 (sf); previously on Aug 20, 2012
Upgraded to Ba3 (sf)

Cl. 1-A3, Upgraded to Ca (sf); previously on Apr 12, 2010
Downgraded to C (sf)

Cl. 2-A1, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to A3 (sf)

Cl. 2-A2, Upgraded to Baa2 (sf); previously on Aug 20, 2012
Upgraded to Ba2 (sf)

Cl. 2-A3, Upgraded to Ca (sf); previously on Apr 12, 2010
Downgraded to C (sf)

Issuer: Structured Asset Securities Corp Trust 2007-WF1

Cl. A3, Upgraded to A1 (sf); previously on Aug 20, 2012 Confirmed
at Baa1 (sf)

Issuer: Structured Asset Securities Corporation Trust 2006-BC5

Cl. A3, Upgraded to A1 (sf); previously on Aug 20, 2012 Confirmed
at A3 (sf)

Ratings Rationale:

The rating actions reflect recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
upgrades are due to improvement in collateral performance, and/ or
build-up in credit enhancement.

The principal methodology used in these ratings 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 June 2012 to 7.6% in June 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.


TELOS CLO 2013-4: S&P Assigns Prelim. BB Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to TELOS CLO 2013-4 Ltd./TELOS CLO 2013-4 LLC's
$328.25 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.

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

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

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (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 servicer'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%-12.53%.

   -- 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 prior to paying uncapped
      administrative expenses and fees; collateral servicer
      subordinated and incentive fees; and subordinated note
      payments into principal proceeds for additional collateral
      asset purchases 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/1680.pdf

PRELIMINARY RATINGS ASSIGNED

TELOS CLO 2013-4 Ltd./TELOS CLO 2013-4 LLC

Class                 Rating                 Amount
                                           (mil. $)
X                     AAA (sf)                 3.50
A                     AAA (sf)               214.00
B                     AA (sf)                 46.50
C (deferrable)        A (sf)                  29.00
D (deferrable)        BBB (sf)                19.25
E (deferrable)        BB (sf)                 16.00
Subordinated notes    NR                      37.00

NR-Not rated.


TRAPEZA CDO IV: Moody's Lifts Rating on $33MM CLO Notes to A2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Trapeza CDO IV, LLC:

$145,000,000 Class A1A First Priority Senior Secured Floating Rate
Notes due May 2034 (current balance of $20,969,253.36), Upgraded
to Aaa (sf); previously on March 27, 2009 Confirmed at Aa3 (sf)

$95,000,000 Class A1B Second Priority Senior Secured Floating Rate
Notes due May 2034, Upgraded to Aa2 (sf); previously on February
16, 2012 Upgraded to A3 (sf)

$33,000,000 Class B Third Priority Senior Secured Floating Rate
Notes due May 2034, Upgraded to A2 (sf); previously on February
16, 2012 Upgraded to Ba1 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A1A Notes, an
increase in the transaction's overcollateralization ratios,
redemptions of underlying assets and a decreasing likelihood that
the deal will experience an event of default.

Moody's notes that the Class A1A Notes have been paid down by
approximately 66% or $40.2 million since November 2012, due to
diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets. As a
result of this deleveraging, the Class A1A notes' par coverage
improved to 855.8% based on Moody's calculation. Based on the
latest trustee report dated June 15, 2013, the Class A/B
Overcollateralization Test, and Class C/D Overcollateralization
Test Ratio are reported at 121.92% (limit 141.50%) and 69.16%
(limit 102.00%), respectively, versus November 2012 levels of
114.81%, and 72.35%, respectively. Going forward, the Class A1A
notes will continue to benefit from the diversion of excess
interest and the proceeds from future redemptions of any assets in
the collateral pool. Moody's also notes that improving
collateralization levels decreases the likelihood that an event of
default will occur because the Class A/B Overcollateralization
Test falls below 100%.

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 $180.8 million, defaulted/deferring par of
$108.7 million, a weighted average default probability of 16.13%
(implying a WARF of 719), Moody's Asset Correlation of 21.18%, 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.

Trapeza CDO IV, LLC, issued on October 21, 2003, 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 principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8.9 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 308 points from the
base case of 719, the model-implied rating of the A1A notes is one
notch worse than the base case result. Similarly, if the WARF is
decreased by 273 points, the model-implied rating of the A1A 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 sensitivity analysis,
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 $37 million of
bank TruPS. In the second sensitivity analysis, it also 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 A1A: +1

Class A1B: +1

Class B: +3

Class C-1: +5

Class C-2: +5

Class D: +0

Sensitivity Analysis 2:

Class A1A: +1

Class A1B: +0

Class B: +1

Class C-1: +0

Class C-2: +0

Class D: +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.


VENTURE XII: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Venture
XII CLO Ltd./Venture XII CLO Corp.'s $676 million fixed- and
floating-rate notes following the transaction's effective date as
of April 22, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Venture XII CLO Ltd./Venture XII CLO Corp.

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     475.00
A-X                        AAA (sf)                      10.00
B-1                        AA (sf)                       55.00
B-2                        AA (sf)                       15.00
C-1 (deferrable)           A (sf)                        33.00
C-2 (deferrable)           A (sf)                        10.00
D (deferrable)             BBB (sf)                      36.00
E (deferrable)             BB (sf)                       42.00


WACHOVIA BANK 2006-C28: Moody's Lowers Ratings on 6 CMBS Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 13 classes of Wachovia Bank Commercial Mortgage
Securities Trust Commercial Mortgage Pass-Through Certificates,
Series 2006-C28 as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Jan 22, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed Aaa (sf); previously on Jan 22, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jan 22, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jan 22, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed Aaa (sf); previously on Jan 22, 2007 Assigned
Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Jan 22, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Baa2 (sf); previously on Jul 27, 2012
Downgraded to Baa1 (sf)

Cl. A-J, Downgraded to B3 (sf); previously on Jul 27, 2012
Downgraded to B2 (sf)

Cl. B, Downgraded to Caa1 (sf); previously on Jul 27, 2012
Downgraded to B3 (sf)

Cl. C, Downgraded to Caa2 (sf); previously on Jul 27, 2012
Downgraded to Caa1 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Jul 27, 2012
Downgraded to Caa2 (sf)

Cl. E, Downgraded to C (sf); previously on Jul 27, 2012 Downgraded
to Caa3 (sf)

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

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

Cl. H, Affirmed C (sf); previously on Nov 11, 2010 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Nov 11, 2010 Downgraded to C
(sf)

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

Cl. L, Affirmed C (sf); previously on Nov 19, 2009 Downgraded to C
(sf)

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

Ratings Rationale:

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

The affirmations of the investment grade 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. The
ratings of the below-investment grade P&I classes are consistent
with Moody's expected loss and thus are affirmed. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of Class IO, the interest-only tranche, is consistent
with the weighted average rating factor (WARF) of the referenced
tranches and is thus affirmed.

Moody's rating action reflects a base expected loss of 13.0% of
the current balance compared to 13.4% at Moody's prior full
review. Moody's base expected loss plus realized losses is now
13.7% of the original pooled balance compared to 13.1% 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 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 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 35 compared to 37 at Moody's prior full 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 last review and full
transaction review are summarized in press releases dated July 27,
2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 13% to $3.13
billion from $3.59 billion at securitization. The Certificates are
collateralized by 177 mortgage loans ranging in size from less
than 1% to 7% of the pool.

Forty-four loans, representing approximately 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.

Eighteen out of 21 loans have been liquidated from the pool since
securitization, resulting in a realized loss of $85.9 million (67%
loss severity on average) to the pooled certificates. As of the
most recent remittance statement 21 loans, representing 19% of the
pool, are in special servicing. The largest specially serviced
loan is the Montclair Plaza Loan ($190.0 million -- 6.1% of the
pool), which is secured by a 875,085 square foot (SF) regional
mall located 33 miles from Los Angeles in Montclair, California.
Shadow anchored by Macy's, Sears and Nordstrom, the total mall
space consists of 1.19 million SF. The owned collateral space is
anchored by JC Penney and there is also a dark anchor space. The
loan was transferred to special servicing in January 2010 for
monetary default and became real estate owned (REO) in March 2011.
As of March 2013, the inline occupancy was 79% excluding temporary
tenants (95% including temporary tenants). The trailing 12-month
March 2013 in-line sales for tenants less than 10,000 SF were $347
per SF. As of April 2013 comparable store occupancy cost was 21%.

The second largest specially serviced loan is the Four Seasons
Resorts and Club -- Dallas, TX Loan ($175.0 million -- 5.4% of the
pool) which is secured by a 431-room AAA Five Diamond rated hotel
located in Irving, Texas. The loan was transferred to special
servicing in October 2009 due to imminent payment default due to
property-level cash flow problems. Subsequently, foreclosure was
filed in April 2010 and the loan became REO in June 2010. As of
May 2013, the trailing-12 month occupancy rate and revenue per
available room (RevPAR) were 63.1% and $153.38 compared to 61.9%
and $144.04 in 2012.

The remaining specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $275.3 million loss
for 20 specially serviced loans (46% expected loss on average).

Moody's has assumed a high default probability for 14 poorly
performing loans representing 9% of the pool and has estimated an
aggregate $50.3 million loss (18% expected loss on average) from
these troubled loans.

Based on the most recent remittance statement, Classes E through F
have experienced $23.7 million in cumulative interest shortfalls.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, ASERs and extraordinary
trust expenses.

Excluding specially serviced loans, Moody's was provided with full
year 2011 and 2012 operating results for 85% and 89% of the pool's
loans, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 113% compared to 112% at
Moody's prior full review. Moody's net cash flow reflects a
weighted average haircut of 9% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.6%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.25X and 0.94X compared to 1.23X 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.

The top three conduit loans represent approximately 18% of the
pool. The largest conduit loan is The Gas Company Tower Loan
($229.0 million -- 7.3% of the pool), which represents a pari
passu interest in a $458.0 million first mortgage loan. The loan
is secured by a 1.3 million SF Class A office building located in
downtown Los Angeles, California. The loan is on the watchlist due
to declining occupancy and base rent. The largest tenant, Southern
California Gas Company (30% net rentable area (NRA), lease
expiration in 10/31/2026), significantly reduced both its space
and base rent in November 2011. Additionally, a tenant
representing 8% of NRA vacated in November 2011. As of April 2013,
the property was 76% leased compared to 82% at last review. The
Master Servicer received notification that Morrison & Forrester
LLP (11% of the NRA) will vacate the premises when its lease
expires in September 2013 and that Sidley Austin (15% of the NRA)
will reduce its reduce its foot print by approximately 27,800 SF
in December 2013. The loan sponsor is Maguire Properties. Moody's
valuation is based on a stabilized cash flow analysis. Moody's LTV
and stressed DSCR are 155% and 0.59X, respectively, compared to
167% and 0.57X, at last review.

The second largest loan is the 1180 Peachtree Street Loan ($193.9
million -- 6.2% of the pool), which is secured by a 669,711 SF
Class A office building located in Atlanta, Georgia. The largest
tenant is King & Spalding, which leases 66% of the NRA through
March 2021. As of December 2012, the property was 94% leased
compared to 92% % at last review. Moody's LTV and stressed DSCR
are 120% and 0.81X, compared to 123% and 0.81X at last review.

The third largest loan is the 311 South Wacker Drive Loan ($155.6
million -- 5.0% of the pool), which is secured by a 1.3 million
square foot Class A office tower located in downtown Chicago,
Illinois. The top three tenants include Freeborn & Peters LLP (9%
of the NRA; lease expiration in November 2022), Duff & Phelps LLC
(6% of the NRA; lease expiration in September 2021) and CB Richard
Ellis Inc. (5% of the NRA; lease expiration in November 2014). As
of December 2012 the property was approximately 87% leased
compared to 90% at last review. Despite the uptick in vacancy, the
net operating income rose 6% due to base rent step-ups in 2012.
Moody's LTV and stressed DSCR are 97% and 1.10X, respectively,
compared to 100% and 0.97X at last review.


WELLS FARGO: Moody's Cuts Ratings on 24 Tranches of RMBS
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 24
tranches, upgraded the rating of one tranche, and confirmed the
ratings of 18 tranches backed by Prime Jumbo RMBS loans, issued by
Wells Fargo.

Complete rating actions are as follows:

Issuer: Wells Fargo Mortgage Backed Securities 2003-J Trust

Cl. II-A-6, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. II-A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-1, Confirmed at A1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. IV-A-3, Downgraded to Baa3 (sf); previously on Feb 19, 2013
Affirmed Baa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2003-L Trust

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Wells Fargo Mortgage Backed Securities 2004-1 Trust

Cl. A-3, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Confirmed at Aa3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-8, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-11, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-12, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-13, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-14, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-17, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-20, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: Wells Fargo Mortgage Backed Securities 2004-F Trust

Cl. A-4, Downgraded to Ba1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Confirmed at Aa2 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-6, Confirmed at Aa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-9, Downgraded to Ba1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Ba1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-11, Downgraded to Ba3 (sf); previously on Dec 4, 2012
Downgraded to Baa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-AR16 Trust

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-1, Confirmed at Baa2 (sf); previously on May 7, 2013 Baa2
(sf) Placed Under Review Direction Uncertain

Cl. III-A-1, Confirmed at B3 (sf); previously on May 7, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. III-A-2, Confirmed at Ba2 (sf); previously on May 7, 2013 Ba2
(sf) Placed Under Review Direction Uncertain

Cl. III-A-3, Confirmed at Caa3 (sf); previously on May 7, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. IV-A-2, Confirmed at Caa1 (sf); previously on May 7, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. IV-A-3, Confirmed at Ca (sf); previously on May 7, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. IV-A-8, Confirmed at Caa2 (sf); previously on May 7, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. V-A-1, Upgraded to Baa3 (sf); previously on May 7, 2013 Ba2
(sf) Placed Under Review Direction Uncertain

Cl. VI-A-1, Confirmed at Caa1 (sf); previously on May 7, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. VI-A-2, Confirmed at Ca (sf); previously on May 7, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. VI-A-3, Confirmed at B3 (sf); previously on May 7, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. VI-A-4, Confirmed at Ca (sf); previously on May 7, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. VII-A-1, Confirmed at B1 (sf); previously on May 7, 2013 B1
(sf) Placed Under Review Direction Uncertain

Cl. VII-A-2, Confirmed at Ca (sf); previously on May 7, 2013 Ca
(sf) Placed Under Review Direction Uncertain

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 rating actions for Wells Fargo Mortgage Backed
Securities 2005-AR16 Trust also reflect correction of errors in
the Structured Finance Workstation (SFW) cash flow model used by
Moody's in rating this transaction. In prior rating actions, the
calculation of principal payments from cross collateralization to
senior bonds in under collateralized groups was incorrect and
losses to the subordinate bonds were not correctly applied. This
has now been corrected, and these rating 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 June 2012 to 7.6% in June 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.


WELLS FARGO 2004-2: Moody's Confirms Ratings on $70.7-Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of four
tranches backed by Subprime loans, issued by Wells Fargo Home
Equity Asset-Backed Securities 2004-2 Trust.

Complete rating actions are as follows:

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2004-2
Trust

Cl. AII-1B, Confirmed at Aa3 (sf); previously on Apr 29, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Confirmed at Ba2 (sf); previously on Apr 29, 2013 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Confirmed at B1 (sf); previously on Apr 29, 2013 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-6, Confirmed at B3 (sf); previously on Apr 29, 2013 B3 (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 rating actions reflect errors in the
Structured Finance Workstation (SFW) cash flow model previously
used by Moody's in rating this transaction. The cash flow model
used in prior rating actions did not allocate any losses to bond
AII-1B and allocated losses to bond M-8B prior to bond M-8A.
However, per the Pooling and Servicing Agreement (PSA), Class AII-
1B absorbs losses once the subordinate bonds are depleted, while
M-8A and M-8B absorb losses on a pro-rata basis. Due to the
discovery of these errors, four tranches were place on review for
downgrade on April 29, 2013. The errors have now been corrected,
and these rating actions reflect 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 June 2012 to 7.6% in June 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.


* Fitch: No New U.S. CREL CDO Delinquencies in Five Years
---------------------------------------------------------
For the first time in five years, there were no new U.S. CREL CDO
delinquencies reported, according to the latest index results from
Fitch Ratings.

The overall rate of CREL CDO late-pays fell to 11.8% last month
from 12.7% in May as no new delinquent assets were reported and 15
assets were removed from the Index. The removed assets included
ten assets disposed of at losses, two defaulted assets that paid
in full, two loans repurchased by asset managers in May, and one
matured balloon loan that was recently extended.

While one large loan default could swing the CREL CDO delinquency
rate back up rather quickly, the decline in late pays in recent
months is an encouraging sign for the market.

CDO managers reported approximately $55 million in realized
principal losses in June from asset disposals. The average loss on
these assets, including both loans and securities, was 51%.


* Fitch Says Secured Bonds Dominate High Yield Default Mix
----------------------------------------------------------
Secured bonds were the most prevalent in the batch of first-half
2013 defaults, according to Fitch Ratings. A majority (14) of the
19 defaulted issuers carried secured bonds with six of those
issuers selling the bonds as recently as 2011 and 2012.

Secured bonds produced a weighted average recovery rate of 71.7%
versus 59.6% for unsecured issues. However, median recovery rates
for secured and unsecured bonds were not vastly different at 65.6%
and 61.2%, respectively. The par weighted average recovery rate on
high yield defaults through June was 67.3% of par and the median
recovery rate was 59.8%.

Several sectors had multiple defaults in the first half, including
broadcasting and media; energy; gaming, lodging, and restaurants;
and healthcare and pharmaceuticals. However, the highest industry
default rates were associated with single-issuer defaults with
unique challenges.

The trailing 12 month U.S. high yield default rate rose modestly
to 1.7% at the end of June from 1.6% at the end of March. It is
projected to end July at 1.9%. Eleven issuers defaulted on $5.0
billion in bonds in the second quarter, compared with eight
issuers and $3.4 billion in the first three months of the year. On
a year-over-year basis, the $8.4 billion in defaults through June
is shy of the $9.9 billion recorded in first-half 2012. However,
July has added $3.1 billion to the 2013 tally versus $0.3 billion
last year.

The share of 'CCC' bonds trading above par continues to fluctuate
with market sentiment and was back up to 63% in late July after
falling to 49% in June. However, the group trading at distressed
levels - below 80% of par - has shown far less movement. This
suggests that for these entities, there was not enough substance
in the prospect of Federal Reserve tapering - either on the upside
or downside - to greatly alter their immediate outlook. The most
recent large default originating from this group was textbook
publisher Cengage, which filed for bankruptcy on July 2. The
distressed 'CCC' pool is currently $32.5 billion in size.


* Moody's Downgrades Ratings on Six Alt-A and Option ARM RMBS
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6 tranches
and upgraded the ratings of 28 tranches backed by Alt-A and Option
ARM RMBS loans, issued by 12 RMBS transactions

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2005-10

Cl. 1-CB-1, Downgraded to Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa1 (sf)

Cl. 1-CB-2, Downgraded to Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa1 (sf)

Cl. 4-A-2, Upgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa3 (sf)

Cl. 4-A-3, Upgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa3 (sf)

Cl. 4-A-4, Upgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa3 (sf)

Issuer: Bear Stearns ALT-A Trust 2005-1

Cl. A-1, Upgraded to Baa1 (sf); previously on Aug 10, 2012
Upgraded to Baa3 (sf)

Cl. M-1, Upgraded to Caa1 (sf); previously on Aug 10, 2012
Upgraded to Ca (sf)

Issuer: Bear Stearns ALT-A Trust 2005-2

Cl. I-A-1, Upgraded to Baa1 (sf); previously on Aug 10, 2012
Upgraded to Baa2 (sf)

Cl. I-M-1, Upgraded to Caa1 (sf); previously on Aug 10, 2012
Upgraded to Ca (sf)

Issuer: Bear Stearns ALT-A Trust 2005-4

Cl. I-A-1, Upgraded to Ba1 (sf); previously on Jul 2, 2010
Downgraded to B1 (sf)

Cl. I-A-2, Upgraded to B3 (sf); previously on Aug 10, 2012
Downgraded to Caa3 (sf)

Issuer: Bear Stearns ALT-A Trust 2005-5

Cl. I-A-1, Upgraded to Baa3 (sf); previously on Aug 10, 2012
Upgraded to Ba3 (sf)

Cl. I-A-3, Upgraded to Baa3 (sf); previously on Aug 10, 2012
Upgraded to Ba3 (sf)

Cl. I-A-4, Upgraded to Ba3 (sf); previously on Aug 10, 2012
Upgraded to B3 (sf)

Cl. I-M-1, Upgraded to Caa2 (sf); previously on Jul 2, 2010
Downgraded to C (sf)

Issuer: Bear Stearns ALT-A Trust 2005-7

Cl. I-1A-1, Upgraded to Ba3 (sf); previously on Aug 10, 2012
Upgraded to B2 (sf)

Cl. I-1A-2, Upgraded to Caa3 (sf); previously on Aug 10, 2012
Confirmed at Ca (sf)

Cl. I-2A-1, Upgraded to Ba1 (sf); previously on Aug 10, 2012
Upgraded to Ba3 (sf)

Cl. I-2A-2, Upgraded to B2 (sf); previously on Aug 10, 2012
Upgraded to Caa1 (sf)

Cl. I-2A-3, Upgraded to Caa3 (sf); previously on Aug 10, 2012
Confirmed at Ca (sf)

Issuer: ChaseFlex Trust Series 2005-2

Cl. 5-A4, Upgraded to Ba1 (sf); previously on Jun 4, 2010
Downgraded to B3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2005-7

Cl. 1-A-1, Upgraded to Baa3 (sf); previously on Apr 15, 2010
Downgraded to Ba2 (sf)

Cl. 1-A-2, Upgraded to Ba3 (sf); previously on Aug 20, 2012
Confirmed at B2 (sf)

Issuer: Citigroup Mortgage Loan Trust Series 2005-8

Cl. III-A1, Downgraded to Caa1 (sf); previously on Aug 27, 2012
Downgraded to B3 (sf)

Cl. III-XS, Downgraded to Caa1 (sf); previously on Aug 27, 2012
Downgraded to B3 (sf)

Issuer: Citigroup Mortgage Loan Trust, Series 2005-WF2

Cl. MV-1, Upgraded to A3 (sf); previously on Aug 27, 2012 Upgraded
to Baa1 (sf)

Cl. MV-2, Upgraded to Ba3 (sf); previously on Aug 27, 2012
Upgraded to Caa1 (sf)

Cl. MV-3, Upgraded to Caa3 (sf); previously on Nov 19, 2010
Downgraded to C (sf)

Issuer: CitiMortgage Alternative Loan Trust 2007-A1

Cl. IIA-1, Downgraded to Caa1 (sf); previously on Aug 27, 2012
Confirmed at B3 (sf)

Cl. IIA-IO, Downgraded to Caa1 (sf); previously on Dec 14, 2010
Confirmed at B3 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM1

Cl. A-2, Upgraded to A1 (sf); previously on Aug 27, 2012 Confirmed
at A2 (sf)

Cl. A-2M, Upgraded to A3 (sf); previously on Aug 27, 2012 Upgraded
to Ba1 (sf)

Cl. A-3, Upgraded to B2 (sf); previously on Aug 27, 2012 Upgraded
to Caa1 (sf)

Cl. A-4, Upgraded to B2 (sf); previously on Aug 27, 2012 Upgraded
to Caa1 (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 higher expected losses
for the bonds than previously anticipated.

The upgrades are a result of improved performance of the related
pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations.

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 Lifts Ratings on $1.6-Bil. of RMBS From 2005-2007
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 46 tranches
from 19 transactions, backed by Subprime mortgage loans, issued by
various trusts.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASAP2

Cl. A-1, Upgraded to Baa1 (sf); previously on Aug 2, 2012 Upgraded
to Baa2 (sf)

Cl. A-2C, Upgraded to Ba3 (sf); previously on Aug 2, 2012
Downgraded to B3 (sf)

Cl. A-2D, Upgraded to B1 (sf); previously on Aug 2, 2012 Confirmed
at Caa3 (sf)

Issuer: Carrington Home Equity Loan Trust, Series 2005-NC4

Cl. A-3, Upgraded to A1 (sf); previously on Aug 21, 2012 Upgraded
to Baa1 (sf)

Cl. M-1, Upgraded to Baa3 (sf); previously on Aug 21, 2012
Upgraded to B2 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Aug 21, 2012 Confirmed
at C (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2005-FRE1

Cl. A-6, Upgraded to Ba1 (sf); previously on Aug 21, 2012
Confirmed at Ba3 (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC2

Cl. M-4, Upgraded to B1 (sf); previously on Aug 21, 2012 Confirmed
at B2 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on Aug 21, 2012
Confirmed at C (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC3

Cl. M-1, Upgraded to A3 (sf); previously on Aug 21, 2012 Confirmed
at Baa3 (sf)

Cl. M-2, Upgraded to Ba3 (sf); previously on Aug 21, 2012
Confirmed at Caa1 (sf)

Cl. M-3, Upgraded to Caa1 (sf); previously on Aug 21, 2012
Upgraded to Ca (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC5

Cl. A-2, Upgraded to Baa1 (sf); previously on Aug 21, 2012
Confirmed at Ba1 (sf)

Cl. A-3, Upgraded to Baa3 (sf); previously on Aug 21, 2012
Upgraded to B1 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Aug 21, 2012 Confirmed
at Ca (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2006-OPT1

Cl. A-3, Upgraded to Ba2 (sf); previously on Aug 21, 2012
Confirmed at Ba3 (sf)

Cl. A-4, Upgraded to B1 (sf); previously on Aug 21, 2012 Confirmed
at B3 (sf)

Issuer: Carrington Mortgage Loan Trust, Series 2006-RFC1

Cl. A-4, Upgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Ca (sf)

Issuer: Citigroup Mortgage Loan Trust 2006-HE1

Cl. M-1, Upgraded to Baa2 (sf); previously on Aug 20, 2012
Upgraded to Ba3 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Aug 20, 2012 Upgraded
to Caa3 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE4

Cl. A-3, Upgraded to B1 (sf); previously on Aug 20, 2012 Confirmed
at B3 (sf)

Cl. A-4, Upgraded to B3 (sf); previously on Aug 20, 2012 Confirmed
at Caa3 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE1

Cl. A-3, Upgraded to B1 (sf); previously on Aug 20, 2012 Upgraded
to B3 (sf)

Cl. A-4, Upgraded to B3 (sf); previously on Aug 20, 2012 Confirmed
at Caa3 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE2

Cl. A-2, Upgraded to Ba1 (sf); previously on Aug 20, 2012
Confirmed at Ba3 (sf)

Cl. A-3, Upgraded to B3 (sf); previously on Aug 20, 2012 Confirmed
at Caa3 (sf)

Cl. A-4, Upgraded to Caa1 (sf); previously on Aug 20, 2012
Confirmed at Ca (sf)

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE4

Cl. A-1, Upgraded to B1 (sf); previously on Aug 20, 2012 Upgraded
to B3 (sf)

Cl. A-2B, Upgraded to B3 (sf); previously on Aug 20, 2012 Upgraded
to Caa1 (sf)

Cl. A-2C, Upgraded to Caa1 (sf); previously on Aug 20, 2012
Upgraded to Caa3 (sf)

Issuer: CSFB Home Equity Asset Trust 2007-1

Cl. 2-A-2, Upgraded to B3 (sf); previously on Aug 20, 2012
Confirmed at Caa3 (sf)

Issuer: CSFB Home Equity Asset Trust 2007-2

Cl. 2-A-2, Upgraded to B3 (sf); previously on Aug 20, 2012
Upgraded to Caa2 (sf)

Issuer: CSFB Home Equity Asset Trust 2007-3

Cl. 2-A-2, Upgraded to Ba2 (sf); previously on Aug 20, 2012
Upgraded to B1 (sf)

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-1

Cl. M-2, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to A2 (sf)

Cl. M-3, Upgraded to A2 (sf); previously on Aug 20, 2012 Upgraded
to Baa2 (sf)

Cl. M-4, Upgraded to Ba3 (sf); previously on Aug 20, 2012 Upgraded
to Caa1 (sf)

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-2

Cl. M-2, Upgraded to A1 (sf); previously on Aug 20, 2012 Upgraded
to A3 (sf)

Cl. M-3, Upgraded to A2 (sf); previously on Aug 20, 2012 Upgraded
to Baa2 (sf)

Cl. M-4, Upgraded to Ba1 (sf); previously on Aug 20, 2012 Upgraded
to Ba3 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on Aug 20, 2012
Upgraded to Caa3 (sf)

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-4

Cl. M-3, Upgraded to A2 (sf); previously on May 5, 2010 Downgraded
to A3 (sf)

Cl. M-4, Upgraded to Ba1 (sf); previously on Aug 20, 2012
Confirmed at B2 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on May 5, 2010
Downgraded to Caa3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. 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 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
7.6% in June 2012 to 8.2% in June 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 Lowers Ratings on 64 by Alt-A and Option ARM Loans
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 64
tranches, and confirmed the rating of four tranches from 11 RMBS
transactions backed by Alt-A and Option ARM loans, issued by
various issuers.

Complete rating actions are as follows:

Issuer: CWMBS, Inc. Alternative Loan Trust 2002-13

Cl. A-13, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-14, Downgraded to Baa2 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Issuer: CWMBS, Inc. Alternative Loan Trust 2002-14

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Issuer: CWMBS, Inc. Mortgage Pass Through Certificates, Series
2003-13

Cl. A-6, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Issuer: CWMBS, Inc. Mortgage Pass-Through Certificates, Series
2003-16

Cl. A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to Baa2 (sf); previously on Jun 13, 2012
Downgraded to Baa1 (sf)

Cl. A-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: CWMBS, Inc. Mortgage Pass-Through Certificates, Series
2003-33

Cl. A-2, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-3, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-6, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-8, Confirmed at A1 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-9, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Ba1 (sf); previously on Jun 13, 2012
Downgraded to Baa1 (sf)

Cl. A-11, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-12, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-13, Downgraded to Ba1 (sf); previously on Jun 13, 2012
Downgraded to Baa1 (sf)

Cl. PO, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: DSLA Mortgage Loan Trust 2004-AR3

Cl. 1-A1A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A1B, Downgraded to Baa3 (sf); previously on Jul 10, 2012
Downgraded to Baa2 (sf)

Cl. 2-A1, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A2A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A2B, Downgraded to Baa3 (sf); previously on Jul 10, 2012
Downgraded to Baa2 (sf)

Issuer: MASTR Alternative Loan Trust 2003-1

Cl. 3-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. PO-1, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2003-2

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 15-PO, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 30-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2004-3

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 15-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 30-PO, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Morgan Stanley Mortgage Loan Trust 2004-1

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-3, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-6, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-7, Downgraded to Ba3 (sf); previously on Jul 9, 2012
Downgraded to Baa2 (sf)

Cl. 1-A-9, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-10, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. 1-A-11, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. 1-A-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Ba2 (sf); previously on Jul 9, 2012
Downgraded to Baa1 (sf)

Cl. 2-A-4, Downgraded to Ba1 (sf); previously on Jul 9, 2012
Downgraded to Baa3 (sf)

Underlying Rating: Downgraded to Ba3 (sf); previously on Jul 9,
2012 Downgraded to Baa3 (sf)

Financial Guarantor: Radian Asset Assurance Inc. (Affirmed at Ba1
on Feb 27, 2013, Outlook Negative)

Cl. 2-A-5, Downgraded to Ba2 (sf); previously on Jul 9, 2012
Downgraded to Baa1 (sf)

Cl. 2-A-X, Downgraded to B2 (sf); previously on Jul 9, 2012
Confirmed at Ba3 (sf)

Cl. 2-A-P, Downgraded to Ba3 (sf); previously on Jul 9, 2012
Downgraded to Baa3 (sf)

Issuer: RALI Series 2001-QS19 Trust

Cl. A-2, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to A3 (sf); previously on Jun 19, 2013 A1 (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 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 June 2012 to 7.6% in June 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 Ups Ratings on 29 Tranches of Alt-A & Option ARM Loans
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 29 tranches
and downgraded the ratings of two tranches from 11 transactions
backed by Alt-A and Option ARM loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: GSAA Home Equity Trust 2005-1

Cl. AF-4, Upgraded to A3 (sf); previously on Aug 29, 2012 Upgraded
to Baa1 (sf)

Cl. M-1, Upgraded to Ba1 (sf); previously on Aug 29, 2012 Upgraded
to Ba3 (sf)

Issuer: GSAA Home Equity Trust 2005-11

Cl. 2A1, Upgraded to Ba2 (sf); previously on Aug 16, 2012 Upgraded
to B1 (sf)

Cl. 3A1, Upgraded to Baa2 (sf); previously on Aug 16, 2012
Upgraded to Ba1 (sf)

Issuer: GSAA Home Equity Trust 2005-3

Cl. M-1, Upgraded to A3 (sf); previously on Aug 29, 2012 Confirmed
at Baa1 (sf)

Cl. M-2, Upgraded to Caa1 (sf); previously on Aug 29, 2012
Downgraded to Caa3 (sf)

Issuer: GSAA Home Equity Trust 2005-4

Cl. A-3, Upgraded to A2 (sf); previously on Aug 16, 2012 Upgraded
to A3 (sf)

Cl. A-4, Upgraded to Baa2 (sf); previously on Aug 16, 2012
Upgraded to Ba2 (sf)

Cl. A-6, Upgraded to Baa2 (sf); previously on Aug 16, 2012
Upgraded to Ba2 (sf)

Cl. M-1, Upgraded to B3 (sf); previously on Aug 16, 2012 Upgraded
to Caa2 (sf)

Issuer: GSAA Home Equity Trust 2005-6

Cl. A-3, Upgraded to Baa2 (sf); previously on Aug 16, 2012
Upgraded to Ba2 (sf)

Cl. M-1, Upgraded to Caa2 (sf); previously on Aug 16, 2012
Upgraded to Caa3 (sf)

Issuer: GSAA Home Equity Trust 2005-8

Cl. A-3, Upgraded to Ba3 (sf); previously on Aug 16, 2012 Upgraded
to B3 (sf)

Cl. A-4, Upgraded to Baa1 (sf); previously on Jul 18, 2011
Upgraded to Baa3 (sf)

Cl. A-5, Upgraded to B3 (sf); previously on Aug 16, 2012 Upgraded
to Caa2 (sf)

Issuer: GSAA Home Equity Trust 2005-9

Cl. 1A1, Upgraded to A2 (sf); previously on Aug 16, 2012 Upgraded
to Baa1 (sf)

Cl. 1A2, Upgraded to B1 (sf); previously on Aug 16, 2012 Upgraded
to B3 (sf)

Cl. 2A3, Upgraded to Baa3 (sf); previously on Aug 16, 2012
Upgraded to Ba2 (sf)

Cl. 2A4, Upgraded to B1 (sf); previously on Aug 16, 2012 Upgraded
to B3 (sf)

Issuer: GSAA Home Equity Trust 2005-MTR1

Cl. A-2, Upgraded to A2 (sf); previously on Aug 16, 2012 Upgraded
to Baa2 (sf)

Cl. A-3, Upgraded to Ba3 (sf); previously on Aug 16, 2012 Upgraded
to Caa1 (sf)

Cl. A-4, Upgraded to B1 (sf); previously on Aug 16, 2012 Upgraded
to B3 (sf)

Cl. A-5, Upgraded to Ca (sf); previously on May 11, 2010
Downgraded to C (sf)

Issuer: GSAA Home Equity Trust 2006-7

Cl. AF-5A, Downgraded to B2 (sf); previously on Aug 23, 2012
Upgraded to Ba3 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX1

Cl. A-2, Downgraded to Ba2 (sf); previously on Aug 29, 2012
Upgraded to Baa3 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust 2005-A8

Cl. A-1A, Upgraded to A1 (sf); previously on Apr 1, 2010
Downgraded to A3 (sf)

Cl. A-1B2, Upgraded to A1 (sf); previously on Apr 1, 2010
Downgraded to A3 (sf)

Cl. A-1B4, Upgraded to A1 (sf); previously on Apr 1, 2010
Downgraded to A3 (sf)

Cl. A-1C1, Upgraded to Aa3 (sf); previously on Apr 1, 2010
Downgraded to A3 (sf)

Cl. A-2A, Upgraded to B3 (sf); previously on Aug 27, 2012
Confirmed at Caa1 (sf)

Cl. A-2B2, Upgraded to Caa3 (sf); previously on Apr 1, 2010
Downgraded to Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or faster pay-down of 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 June 2012 to 7.6% in June 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 Ups Ratings on 22 Alt-A RMBS Tranches From 2005-2006
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 22 tranches
and downgraded the rating of one tranche from ten transactions
backed by Alt-A loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-3

Cl. 8-M-1, Upgraded to Caa3 (sf); previously on May 4, 2010
Downgraded to Ca (sf)

Cl. 8-A-2, Upgraded to A1 (sf); previously on Aug 8, 2012 Upgraded
to A2 (sf)

Cl. 8-A-3-2, Upgraded to A1 (sf); previously on Aug 8, 2012
Upgraded to A2 (sf)

Cl. 8-A-4, Upgraded to A2 (sf); previously on Aug 8, 2012 Upgraded
to Baa1 (sf)

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-4

Cl. 4-A-1, Downgraded to Caa1 (sf); previously on May 4, 2010
Downgraded to B3 (sf)

Cl. 7-A-1-2, Upgraded to Baa1 (sf); previously on Aug 8, 2012
Upgraded to Baa3 (sf)

Cl. 7-A-4, Upgraded to A3 (sf); previously on Aug 8, 2012 Upgraded
to Baa1 (sf)

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-5

Cl. 6-A-1-2, Upgraded to Baa2 (sf); previously on Aug 8, 2012
Upgraded to Ba1 (sf)

Cl. 6-A-2-1, Upgraded to A3 (sf); previously on Aug 8, 2012
Upgraded to Baa1 (sf)

Cl. 6-A-2-2, Upgraded to Baa2 (sf); previously on Aug 8, 2012
Upgraded to Ba1 (sf)

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-8

Cl. 7-A-2, Upgraded to Caa1 (sf); previously on Aug 8, 2012
Confirmed at Caa3 (sf)

Cl. 7-A-3-2, Upgraded to Caa1 (sf); previously on Aug 8, 2012
Upgraded to Caa3 (sf)

Issuer: Lehman XS Trust Series 2005-1

Cl. 1-A3, Upgraded to A2 (sf); previously on Aug 20, 2012 Upgraded
to A3 (sf)

Cl. 1-A4, Upgraded to A3 (sf); previously on Aug 20, 2012 Upgraded
to Baa2 (sf)

Cl. 2-A1, Upgraded to Baa1 (sf); previously on Aug 20, 2012
Upgraded to Ba1 (sf)

Cl. 2-A2, Upgraded to Ba1 (sf); previously on Aug 20, 2012
Upgraded to B1 (sf)

Issuer: Lehman XS Trust Series 2005-3

Cl. 1-A3, Upgraded to Baa1 (sf); previously on Aug 20, 2012
Upgraded to Baa3 (sf)

Cl. 1-A4, Upgraded to Ba1 (sf); previously on Aug 20, 2012
Upgraded to Ba3 (sf)

Issuer: Lehman XS Trust Series 2005-4

Cl. 1-A3, Upgraded to Ba3 (sf); previously on Aug 20, 2012
Upgraded to B2 (sf)

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-10

Cl. A1, Upgraded to A1 (sf); previously on Aug 27, 2012 Upgraded
to A3 (sf)

Cl. A2, Upgraded to A3 (sf); previously on Aug 27, 2012 Upgraded
to Baa1 (sf)

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-3XS

Cl. M1, Upgraded to Baa1 (sf); previously on Aug 27, 2012 Upgraded
to Baa3 (sf)

Issuer: Structured Asset Securities Corp Trust 2005-9XS

Cl. 1-A3C, Upgraded to B3 (sf); previously on Aug 27, 2012
Upgraded to Caa1 (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 improved performance of
the related pools and/or faster pay-down of the related bonds. The
downgrade on Class 4-A-1 issued by CSFB Adjustable Rate Mortgage
Trust 2005-4 to Caa1 is due to higher expected losses on the bond.

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 June 2012 to 7.6% in June 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 $1.26-Bil of Prime Jumbo RMBS
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 112
tranches and confirmed 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 Mortgage Pass-
Through Certificates, Series 2003-6

Cl. IA-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-26, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-27, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-28, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. IA-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-2, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-4, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-8, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-P, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: ABN AMRO Mortgage Corporation, Series 2003-3

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

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

Issuer: Bear Stearns ARM Trust 2002-12

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. I-B-1, Downgraded to Baa3 (sf); previously on May 18, 2012
Downgraded to Baa1 (sf)

Cl. I-A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Chase Mortgage Finance Trust, Series 2003-S14

Cl. IA-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. IA-2, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M, Downgraded to Ba3 (sf); previously on Feb 15, 2013 Affirmed
Ba1 (sf)

Cl. B-1, Downgraded to Caa2 (sf); previously on Feb 15, 2013
Affirmed B2 (sf)

Cl. B-2, Downgraded to Ca (sf); previously on Feb 15, 2013
Affirmed Caa2 (sf)

Cl. IIA-8, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-9, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-10, Downgraded to Baa2 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. IIIA-8, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. IIIA-9, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. IIIA-10, Downgraded to Baa2 (sf); previously on Jun 19, 2013
A1 (sf) Placed Under Review for Possible Downgrade

Issuer: First Republic Mortgage Loan Trust 2001-FRB1

Cl. A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ba2 (sf); previously on Apr 25, 2011
Downgraded to Baa2 (sf)

Cl. B-2, Downgraded to Ba3 (sf); previously on Apr 24, 2012
Confirmed at Baa3 (sf)

Cl. B-3, Downgraded to B2 (sf); previously on Apr 24, 2012
Confirmed at Ba1 (sf)

Cl. B-4, Downgraded to B3 (sf); previously on Apr 24, 2012
Confirmed at Ba2 (sf)

Cl. B-5, Downgraded to Caa2 (sf); previously on Apr 24, 2012
Confirmed at B2 (sf)

Cl. X, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A1 (sf)
Placed Under Review for Possible Downgrade

Issuer: First Republic Mortgage Loan Trust 2002-FRB1

Cl. A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ba1 (sf); previously on Apr 25, 2011
Downgraded to Baa2 (sf)

Cl. B-2, Downgraded to Ba3 (sf); previously on Apr 24, 2012
Confirmed at Baa3 (sf)

Cl. B-3, Downgraded to B1 (sf); previously on Apr 24, 2012
Confirmed at Ba1 (sf)

Cl. B-4, Downgraded to B3 (sf); previously on Apr 24, 2012
Downgraded to B1 (sf)

Cl. B-5, Downgraded to Caa2 (sf); previously on Apr 24, 2012
Downgraded to B3 (sf)

Cl. X, Downgraded to Baa2 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J1

Cl. A-3, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-8, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa1
(sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Cl. A-13, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Cl. A-20, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-21, Downgraded to Ba2 (sf); previously on Feb 15, 2013
Downgraded to Baa2 (sf)

Cl. PO, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: GSR Mortgage Loan Trust 2003-13

Cl. 1A1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-13

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-2, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1A, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1B, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1C, Downgraded to Baa3 (sf); previously on Apr 28, 2011
Downgraded to Baa1 (sf)

Cl. 3-A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-7A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-7B, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-8, Downgraded to Baa2 (sf); previously on Apr 28, 2011
Downgraded to Baa1 (sf)

Cl. 3-A-X, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Asset Securitization Trust 2004-1

Cl. 1-A-10, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-11, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-8, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-13, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-18, Downgraded to A3 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-19, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-20, Downgraded to Baa2 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Cl. 15-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 30-PO, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Ca (sf); previously on Dec 3, 2012
Downgraded to Caa2 (sf)

Issuer: MRFC Mortgage Pass-Through Certificates, Series 2001-TBC1

Cl. A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Baa2 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Ba2 (sf); previously on May 2, 2012
Downgraded to Baa3 (sf)

Cl. B-3, Downgraded to B1 (sf); previously on May 2, 2012
Downgraded to Ba3 (sf)

Issuer: RFMSI Series 2003-S10 Trust

Cl. A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Sequoia Mortgage Trust 2003-4

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X-1A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X-1B, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 1-X-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-M-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X-M, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S3

Cl. 1-A-4, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-5, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-6, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-6, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-7, Downgraded to Baa1 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-8, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Confirmed at Aa3 (sf); previously on Jun 19, 2013 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-3, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Washington Mutual MSC 2003-MS8 Trust

Cl. I-A-6, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Baa1 (sf); previously on Jun 19,
2013 A1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Cl. I-A-9, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-10, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

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

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

Cl. II-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. II-A-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. II-A-3, Downgraded to Baa1 (sf); previously on Jun 19, 2013
Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. II-P, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(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 ratings on these bonds are being capped to A3 or
below due to exposure to 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 June 2012 to 7.6% in June 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 Raises 6 Ratings on 5 Sprint Capital-Related Deals to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings to on six
classes from five separate Sprint Capital Corp.-related repack
transactions to 'BB-' from 'B+'.  At the same time, S&P removed
the ratings from CreditWatch with developing implications, where
it had placed them on April 25, 2013.

All of the transactions are pass-through structures.  The ratings
on the transactions are based on the ratings on one of the
following underlying securities.

The rating actions follows the raising of S&P's rating on the two
underlying securities to 'BB-' and their removal from CreditWatch
with developing implications on July 10.  S&P may take subsequent
rating actions on these transactions due to changes in its rating
assigned to the underlying securities.

          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

COBALTS Trust For Sprint Capital Notes Series 2002-1
$25 million COBALTS trust certificates series 2002-1 (underlying
security:
Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)

            Rating   Rating
Class       To       From

Certs       BB-      B+/Watch Dev


Corporate Backed Trust Certificates,
Sprint Capital Note-Backed Series 2003-17
$25 million Sprint Capital note-backed series 2003-17
(underlying security:
Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)

            Rating   Rating
Class       To       From

A-1         BB-      B+/Watch Dev


PPLUS Trust Series SPR-1
$42.515 million trust certificates series SPR-1
(underlying security: Sprint
Capital Corp.'s 6.875% notes due Nov. 15, 2028)

             Rating   Rating
Class        To       From

Cert         BB-      B+/Watch Dev


Structured Asset Trust Unit Repackagings
(SATURNS) Sprint Capital Corporation
Debenture Backed Series 2003-2
$30 million callable units series 2003-2
(underlying security: Sprint Capital
Corp.'s 8.75% notes due March 15, 2032)

            Rating   Rating
Class       To       From

A           BB-     B+/Watch Dev
B           BB-     B+/Watch Dev


Structured Repackaged Asset Backed Trust Securities
(STRATS) Trust for Sprint Capital Corp. Securities Series 2004-2
$38 million certificates series 2004-2 (underlying security:
Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)

            Rating   Rating
Class       To       From

A-1         BB-      B+/Watch Dev


* S&P Lowers 51 Ratings From 117 US RMBS 2nd-Lien Mortgage Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 51
classes from 32 U.S. residential mortgage-backed securities (RMBS)
transactions, removing three of them from CreditWatch with
developing implications and 25 of them from CreditWatch with
negative implications.  S&P also raised its ratings on 10 classes
from nine transactions, removing six of them from CreditWatch
developing and one of them from CreditWatch negative.  In
addition, S&P affirmed its ratings on 151 classes from 86
transactions, removing 15 of them from CreditWatch developing and
12 of them from CreditWatch negative.

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) loans.

S&P reviewed 212 ratings from 117 U.S. RMBS transactions issued
between 2000 and 2007 that are backed primarily by adjustable- and
fixed-rate closed-end second-lien, HELOC, and second-lien HLTV
mortgage loans on one- to four-family residential properties.

"On March 29, 2013, we placed our ratings on 62 classes from 30
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 61% of the total
CreditWatch actions, while CreditWatch developing placements
totaled approximately 39%.  The high number of CreditWatch
negative placements reflected our view that the credit support
available for the majority of the classes was insufficient to
withstand our revised projected losses for their respective rating
categories.  We completed our review using the new methodology and
assumptions, and the rating actions resolve some of the
CreditWatch placements; an overview of the CreditWatch resolutions
is shown in Table 1," S&P said.

Table 1
CreditWatch Action Summary

                          Three or fewer   More than three
From         Affirmations        notches           notches
                             Up     Down       Up     Down
Watch Neg              12     1       14        0       11
Watch Dev              15     2        3        4        0

Table 2
Deals/Structures Reviewed
                                                    No. deals/
                                                    structures
Shelf name                                            reviewed
ACE Home Equity Loan Trust (ACE)                           6/6
American Home Mortgage Assets Trust (AHA)                  3/4
Bear Stearns Home Loan Owner Trust (BSL)                   1/1
C-BASS Trust (CBS)                                         2/2
CWHEQ Revolving Home Equity Loan Trust (CWH)             29/42
First Franklin Mortgage Loan Trust (FFM)                   7/8
Fieldstone Mortgage Investment Trust (FLD)                 1/1
Flagstar Home Equity Loan Trust (FLG)                      2/2
GMACM Home Equity Loan Trust (GMH)                         6/6
GreenPoint Home Equity Loan Trust (GPH)                    6/7
GSAA Home Equity Trust (GSA)                               3/3
GSR Trust (GSR)                                            2/2
HomeBanc Mortgage Trust (HBA)                              1/1
Home Equity Mortgage Trust (HMT)                         15/17
IndyMac Home Equity Mortgage AB Trust (IND)                6/6
Irwin Home Equity Loan Trust (IRH)                         4/5
Lehman ABS Corp. Home Equity Loan Trust (LAB)              2/2
MESA Global Issuance Co. (MES)                             1/1
Merrill Lynch Mortgage Investors Trust (MLH)               2/2
MSCC HELOC Trust (MSC)                                     1/1
MASTR Second Lien Trust (MSN)                              1/1
Nomura Asset Acceptance Corp. (NAA)                        3/3
Ownit Mortgage Trust (OWM)                                 1/1
SACO I Trust (SACO)                                        1/1
Structured Asset Securities Corp. (SAS)                    5/5
SBI HELOC Trust (SBI)                                      1/1
SunTrust Acquisition Closed-End Seconds Trust (STQ)        1/1
Terwin Mortgage Trust (TMT)                                4/5

Table 3
Summary of Rating Actions By Shelf

Shelf      No. IG     No. non-IG   No. IG to     No. down/up
name       affirmed     affirmed      non-IG       more than
                                               three notches
ACE               1            6           0             0/0
AHA               0            3           0             0/0
BSL               0            3           0             0/0
CBS               0            2           0             0/0
CWH               5           29           1             2/3
FFM               1           13           1             1/1
FLG               1            3           0             0/0
FMI               0            1           0             0/0
GMH               0           13           0             0/0
GPH               3            4           1             1/2
GSA               0            1           0             0/0
GSR               0            1           0             0/0
HMT               0            8           1             2/0
IND               0           12           0             0/0
IRH              12            0           2             0/0
LAB               0            1           0             0/0
MLH               0            1           0             0/0
MSH               0            0           0             1/0
MSN               0            1           0             0/0
NAA               0            2           0             1/1
OWM               0            2           0             0/0
RFC               4            8           0             0/0
SAC               0            1           0             0/0
SAS               0            3           0             0/0
SBI               1            0           0             0/0
STQ               0            1           0             0/0
TMT               2            2           2             3/0

IG--Investment grade.

Of the 51 downgrades, S&P lowered eight ratings out of investment-
grade (investment-grade indicates a rating of 'BBB-' or higher),
with two ratings remaining at investment-grade after being
lowered.  The remaining downgraded classes already had
speculative-grade ratings (speculative-grade indicates a rating of
'BB+' or lower) before the actions. Senior tranches accounted
for 39 of the lowered ratings.

The downgrades stemmed primarily from increased loss projections
due to longer loss horizons and the roll-rates applied to
nondelinquent loans, as well as an increase in our default
multiples applied to each rating category, including increased
stress multiples applied to ratings 'A (sf)' and above.

Despite increased remaining projected losses for a majority of the
transactions, S&P raised its ratings on 10 classes from nine
transactions and removed six of them from CreditWatch developing
and one of them from CreditWatch negative.

The upgrades reflect sufficient projected credit enhancement to
support projected losses at the respective rating level.  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 these transactions' structural
mechanics, 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 full principal payments before our projected losses are
realized.  S&P upgraded other classes because of an extended loss
horizon that increases the excess spread available for credit
support in S&P's projections.  None of the classes in this review
were raised higher than 'A+ (sf)'.  As specified in the criteria,
the ratings for classes in pre-2009 second-lien transactions will
generally be limited to 'A+ (sf)', but S&P may assign a rating
above 'A+ (sf)' 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.

S&P affirmed its ratings on 151 classes from 86 transactions,
including 71 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)'
reflects S&P's opinion that the credit support for these classes
will remain sufficient to cover the revised projected losses.

In line with S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

"Based on our criteria, the collateral pool's total cumulative
losses is used to determine its risk score, which in turn is used
to determine the default rates applied to the pool's nondelinquent
and delinquent loans.  Some transactions in this review 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 liquidation proceeds are
applied and any pool policy payments) and have reported cumulative
losses that do not fully indicate collateral performance.
Therefore, we evaluate these transactions 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 have
resulted in higher risk scores and higher projected default
rates," S&P said.

Subordination, overcollateralization (when available), and excess
interest (as applicable) generally provide credit support for
these transactions.  Bond insurance might also benefit some
classes.  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 S&P believes could affect residential mortgage performance
are as follows:

   -- S&P's unemployment rate forecast is 7.5% for 2013 and 6.9%
      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 2.0% in 2013 and 3.1% in 2014.

   -- The 30-year mortgage rate will average 3.9% for 2013 and
      reach slightly higher levels in 2014.

   -- Inflation will be 1.3% in 2013 and 1.6% 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, S&P 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

ACE Securities Corp. Home Equity Loan Trust (Series 2006-ASL1)
Series 2006-ASL1
                               Rating
Class      CUSIP       To                   From
A          00442AAA1   CC (sf)              CCC (sf)

ACE Securities Corp. Home Equity Loan Trust (Series 2006-SL1)
Series 2006-SL1
                               Rating
Class      CUSIP       To                   From
A          004421VE0   CC (sf)              CCC (sf)

ACE Securities Corp. Home Equity Loan Trust (Series 2006-SL3)
Series 2006-SL3
                               Rating
Class      CUSIP       To                   From
A-1        004423AA7   CC (sf)              CCC (sf)
A-2        004423AB5   CC (sf)              CCC (sf)

American Home Mortgage Investment Trust 2006-2
Series 2006-2
                               Rating
Class      CUSIP       To                   From
IV-A       02660YAB8   CC (sf)              CCC (sf)

C-BASS 2006-SL1
Series 2006-SL1
                               Rating
Class      CUSIP       To                   From
A-1        14983AAA7   CC (sf)              CCC (sf)
A-2        14983AAB5   CC (sf)              CCC (sf)
A-3        14983AAC3   CC (sf)              CCC (sf)

CWABS Master Trust
Series 2003-A
                               Rating
Class      CUSIP       To                   From
Notes      126671XC5   BBB- (sf)            BBB- (sf)/Watch Dev

CWABS Master Trust
Series 2003-B
                               Rating
Class      CUSIP       To                   From
Notes      1266719F0   A+ (sf)              BBB- (sf)/Watch Dev

CWABS Master Trust
Series 2003-C
                               Rating
Class      CUSIP       To                   From
Notes      126671YH3   A+ (sf)              BBB- (sf)/Watch Dev

CWABS Master Trust
Series 2003-D
                               Rating
Class      CUSIP       To                   From
Notes      126671ZJ8   A+ (sf)              BBB (sf)/Watch Dev

CWABS Master Trust
Series 2003-E
                               Rating
Class      CUSIP       To                   From
Notes      126671B21   CCC (sf)             BBB- (sf)/Watch Neg

CWABS Master Trust
Series 2004-A
                               Rating
Class      CUSIP       To                   From
Notes      1266712S4   CCC (sf)             B (sf)/Watch Neg

CWABS Revolving Home Equity Loan Trust (Series 2004-K)
Series 2004-K
                               Rating
Class      CUSIP       To                   From
1-A        126673KF8   CCC (sf)             B- (sf)/Watch Neg
2-A        126673KG6   CCC (sf)             B (sf)/Watch Neg

CWABS Revolving Home Equity Loan Trust (Series 2004-N)
Series 2004-N
                               Rating
Class      CUSIP       To                   From
1-A        126673KM3   CCC (sf)             B (sf)/Watch Neg
2-A        126673KN1   CCC (sf)             B (sf)/Watch Neg

CWABS Revolving Home Equity Loan Trust (Series 2004-D)
Series 2004-D
                               Rating
Class      CUSIP       To                   From
1-A        126673BW1   CCC (sf)             B (sf)/Watch Neg
2-A        126673BX9   CCC (sf)             B (sf)/Watch Neg

CWABS Revolving Home Equity Loan Trust (Series 2004-F)
Series 2004-F
                               Rating
Class      CUSIP       To                   From
1-A        126673BS0   CCC (sf)             B (sf)/Watch Neg
2-A        126673BT8   CCC (sf)             B (sf)/Watch Neg

CWABS Revolving Home Equity Loan Trust (Series 2004-G)
Series 2004-G
                               Rating
Class      CUSIP       To                   From
1-A        126673AS1   CCC (sf)             BB (sf)/Watch Neg
2-A        126673AT9   B- (sf)              B (sf)/Watch Dev

CWHEQ Revolving Home Equity Loan Trust (Series 2007-G)
Series 2007-G
                               Rating
Class      CUSIP       To                   From
A          23242JAA6   BBB (sf)             BB (sf)/Watch Dev
M-1        23242JAB4   BB- (sf)             BB- (sf)/Watch Neg
M-2        23242JAC2   B- (sf)              B (sf)/Watch Neg
M-3        23242JAD0   CCC (sf)             B- (sf)/Watch Neg
M-6        23242JAG3   CC (sf)              CCC (sf)

First Franklin Mortgage Loan Trust 2003-FFA
Series 2003-FFA
                               Rating
Class      CUSIP       To                   From
I-B-1      22541ND48   BBB+ (sf)            A+ (sf)/Watch Neg
I-B-2      22541NF46   BB+ (sf)             A+ (sf)/Watch Neg
II-M-2     22541NE62   A+ (sf)              A+ (sf)/Watch Neg

First Franklin Mortgage Loan Trust 2003-FFB
Series 2003-FFB
                               Rating
Class      CUSIP       To                   From
M2         32027NCJ8   BB (sf)              BB (sf)/Watch Dev

First Franklin Mortgage Loan Trust 2003-FFC
Series 2003-FFC
                               Rating
Class      CUSIP       To                   From
M-1        32027NCP4   B+ (sf)              CC (sf)

GreenPoint Home Equity Loan Trust 2004-2
Series 2004-2
                               Rating
Class      CUSIP       To                   From
A-1        395385AT4   B+ (sf)              CC (sf)
A-2        395385AU1   B+ (sf)              CC (sf)

Greenpoint Mortgage Funding Trust 2005-HE4
Series 2005-HE4
                               Rating
Class      CUSIP       To                   From
IA-1       39538WDC9   A+ (sf)              A+ (sf)/Watch Neg
IIA-1a     39538WDD7   A+ (sf)              A+ (sf)/Watch Neg
IIIA-4c    39538WDG0   A+ (sf)              A+ (sf)/Watch Neg
M1         39538WDH8   BB- (sf)             A+ (sf)/Watch Neg

GSAMP Trust 2006-S4
Series 2006-S4
                               Rating
Class      CUSIP       To                   From
A-1        36244MAA9   CC (sf)              CCC (sf)
A-2        36244MAB7   CC (sf)              CCC (sf)
A-3        36244MAC5   CC (sf)              CCC (sf)

GSAMP Trust 2006-S6
Series 2006-S6
                               Rating
Class      CUSIP       To                   From
A-1B       36245CAB8   CC (sf)              CCC (sf)
A-1C       36245CAC6   CC (sf)              CCC (sf)
A-2        36245CAD4   CC (sf)              CCC (sf)
A-3        36245CAE2   CC (sf)              CCC (sf)

GSR Trust 2005-HEL1
Series 2005-HEL1
                               Rating
Class      CUSIP       To                   From
A-1        362341N39   CC (sf)              CCC (sf)

Home Equity Loan Trust 2003-HS2
Series 2003-HS2
                               Rating
Class      CUSIP       To                   From
A-I-4      76110VMS4   A+ (sf)              AA+ (sf)/Watch Neg
M-I-1      76110VMU9   A+ (sf)              A+ (sf)/Watch Neg
A-II-A     76110VMX3   BBB+ (sf)            BBB+ (sf)/Watch Dev
A-II-B     76110VMY1   BBB+ (sf)            BBB+ (sf)/Watch Dev
VFN                    BBB+ (sf)            BBB+ (sf)/Watch Dev

Home Equity Mortgage Loan Asset-Backed Trust
Series 2006-A
                               Rating
Class      CUSIP       To                   From
A          43709UAA5   CC (sf)              CCC (sf)

HomeBanc Mortgage Trust 2007-1
Series 2007-1
                               Rating
Class      CUSIP       To                   From
II-A       43741BAN9   BB+ (sf)             A+ (sf)/Watch Neg
II-M-1     43741BAP4   CC (sf)              BB- (sf)/Watch Neg

IndyMac Residential Asset-Backed Trust (Series 2004-LH1)
Series 2004-LH1
                               Rating
Class      CUSIP       To                   From
A          456606GK2   CCC (sf)             B (sf)/Watch Dev

Irwin Home Equity Loan Trust 2002-1
Series 2002-1
                               Rating
Class      CUSIP       To                   From
I A-1      464126BR1   BBB (sf)             BBB (sf)/Watch Neg
II M-1     464126BU4   A+ (sf)              A+ (sf)/Watch Neg
II M-2     464126BV2   A (sf)               A (sf)/Watch Dev
II B-1     464126BW0   BB+ (sf)             BBB (sf)/Watch Neg

Irwin Home Equity Loan Trust 2003-1
Series 2003-1
                               Rating
Class      CUSIP       To                   From
M-2        464126CD1   A+ (sf)              A (sf)/Watch Dev
B-1        464126CE9   BBB (sf)             BBB (sf)/Watch Dev
B-2        464126CF6   BBB- (sf)            BBB- (sf)/Watch Dev

Irwin Whole Loan Home Equity Trust 2003-D
Series 2003-D
                               Rating
Class      CUSIP       To                   From
M-1        464187BL6   A+ (sf)              A+ (sf)/Watch Neg
M-2        464187BM4   A (sf)               A (sf)/Watch Dev
B-1        464187BN2   BBB (sf)             BBB (sf)/Watch Dev
B-2        464187BP7   BB+ (sf)             BBB- (sf)/Watch Dev

Irwin Whole Loan Home Equity Trust 2004-A
Series 2004-A
                               Rating
Class      CUSIP       To                   From
M-1        464187BV4   A+ (sf)              A+ (sf)/Watch Neg
M-2        464187BW2   A (sf)               A (sf)/Watch Dev
B-1        464187BX0   BBB (sf)             BBB (sf)/Watch Dev
B-2        464187BY8   BBB- (sf)            BBB- (sf)/Watch Dev

Lehman ABS Corp.
Series 2004-2
                               Rating
Class      CUSIP       To                   From
A          525170BZ8   A+ (sf)              A (sf)/Watch Neg

Merrill Lynch First Franklin Mortgage Loan Trust
Series 2007-A
                               Rating
Class      CUSIP       To                   From
A-2        59025QAB5   CC (sf)              CCC (sf)
A-3        59025QAC3   CC (sf)              CCC (sf)

MESA 2002-1 Global Issuance Co.
Series 2002-1
                               Rating
Class      CUSIP       To                   From
B-1        59066RAE7   CC (sf)              CCC (sf)

MSCC HELOC Trust 2007-1
Series 2007-1
                               Rating
Class      CUSIP       To                   From
A          55352RAA6   CCC (sf)             BB+ (sf)/Watch Neg

Nomura Asset Acceptance Corp. Alternative Loan Trust (Series 2005-
S2)
Series 2005-S2
                               Rating
Class      CUSIP       To                   From
M-1        65535VLU0   A+ (sf)              BB (sf)/Watch Dev

Nomura Asset Acceptance Corp. Alternative Loan Trust (Series 2005-
S1)
Series 2005-S1
                               Rating
Class      CUSIP       To                   From
M-2        65535VJU3   CCC (sf)             BB+ (sf)/Watch Neg

SBI Home Equity Loan Trust 2006-1
Series 2006-1
                               Rating
Class      CUSIP       To                   From
2A         78402TAE6   AA- (sf)             AA- (sf)/Watch Dev

Structured Asset Securities Corp.
Series 2003-S1
                               Rating
Class      CUSIP       To                   From
B          86359AV75   BB+ (sf)             BB+ (sf)/Watch Dev

Structured Asset Securities Corp. Mortgage Loan Trust 2006-S1
Series 2006-S1
                               Rating
Class      CUSIP       To                   From
A1         86359DXC6   CC (sf)              CCC (sf)

Structured Asset Securities Corp. Mortgage Loan Trust 2006-S4
Series 2006-S4
                               Rating
Class      CUSIP       To                   From
A          86363AAA5   CC (sf)              CCC (sf)

Terwin Mortgage Trust 2004-8HES
Series 2004-8HES
                               Rating
Class      CUSIP       To                   From
B-2        881561GH1   B- (sf)              BB+ (sf)/Watch Neg

Terwin Mortgage Trust 2005-11
Series 2005-11
                               Rating
Class      CUSIP       To                   From
I-A-1b     881561YB4   A+ (sf)              A+ (sf)/Watch Neg
I-G        881561YU2   A+ (sf)              A+ (sf)/Watch Neg
1-M-1a     881561YD0   CCC (sf)             BBB (sf)/Watch Neg
II-A-2     881561C69   CCC (sf)             A+ (sf)/Watch Neg


RATINGS AFFIRMED

ACE Securities Corp. Home Equity Loan Trust (Series 2006-SL4)
Series 2006-SL4
Class      CUSIP       Rating
A-1        00441WAA4   CC (sf)
A-2        00441WAB2   CC (sf)
A-3        00441WAC0   CC (sf)

ACE Securities Corp. Home Equity Loan Trust (Series 2007-ASL1)
Series 2007-ASL1
Class      CUSIP       Rating
A-1        00443MAA4   CC (sf)
A-2        00443MAB2   CC (sf)

ACE Securities Corp. Home Equity Loan Trust (Series 2007-SL1)
Series 2007-SL1
Class      CUSIP       Rating
A-1        00442FAA0   CC (sf)
A-2        00442FAB8   AA- (sf)

American Home Mortgage Investment Trust 2005-4
Series 2005-4
Class      CUSIP       Rating
II-A       02660TGR8   CCC (sf)

American Home Mortgage Investment Trust 2006-2
Series 2006-2
Class      CUSIP       Rating
V-A        02660YAA0   CC (sf)

American Home Mortgage Investment Trust 2006-3
Series 2006-3
Class      CUSIP       Rating
IV-A       026929AN9   CC (sf)

Bear Stearns Second Lien Trust 2007-SV1
Series 2007-SV1
Class      CUSIP       Rating
A-2        07401UAB9   CCC (sf)
A-3        07401UAU7   CCC (sf)
M-1        07401UAC7   CC (sf)

C-BASS 2007-SL1 Trust
Series 2007-SL1
Class      CUSIP       Rating
A-1        1248MKAA3   CC (sf)
A-2        1248MKAB1   CC (sf)

CWABS Master Trust
Series 2004-C
Class      CUSIP       Rating
Notes      1266715Y8   CCC (sf)

CWABS Master Trust
Series 2004-B
Class      CUSIP       Rating
1-A        1266715W2   CCC (sf)
2-A        1266715X0   CC (sf)

CWABS Revolving Home Equity Loan Trust (Series 2004-I)
Series 2004-I
Class      CUSIP       Rating
Notes      126673FH0   B (sf)

CWABS Revolving Home Equity Loan Trust (Series 2004-P)
Series 2004-P
Class      CUSIP       Rating
1-A        126673LL4   B (sf)
2-A        126673LM2   B (sf)

CWABS Revolving Home Equity Loan Trust (Series 2004-S)
Series 2004-S
Class      CUSIP       Rating
Notes      126673QR6   CC (sf)

CWABS Revolving Home Equity Loan Trust (Series 2004-U)
Series 2004-U
Class      CUSIP       Rating
1-A Notes  126673VD1   CCC (sf)
2-A Notes  126673VE9   CC (sf)

CWHEQ Home Equity Loan Trust (Series 2006-S10)
Series 2006-S10
Class      CUSIP       Rating
A-2        12668YAB9   B (sf)
A-3        12668YAC7   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-A)
Series 2005-A
Class      CUSIP       Rating
1-A        761545AC6   B (sf)
2-A        761545AD4   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-B)
Series 2005-B
Class      CUSIP       Rating
1-A        126685AA4   CC (sf)
2-A        126685AB2   CC (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-E)
Series 2005-E
Class      CUSIP       Rating
1-A        126685AG1   B (sf)
2-A        126685AH9   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-I)
Series 2005-I
Class      CUSIP       Rating
1-A        126685AQ9   B (sf)
2-A        126685AR7   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-L)
Series 2005-L
Class      CUSIP       Rating
A          126685BA3   CCC (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2005-M)
Series 2005-M
Class      CUSIP       Rating
A-1        126685BT2   B (sf)
A-4        126685BW5   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2006-F)
Series 2006-F
Class      CUSIP       Rating
1-A        23242LAA1   AA- (sf)
2-A-1A     23242LAB9   AA- (sf)
2-A-1B     23242LAC7   AA- (sf)
3-A        23242LAD5   AA- (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2006-G)
Series 2006-G
Class      CUSIP       Rating
1-A        23243JAA5   B (sf)
2-A        23243JAB3   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2007-C)
Series 2007-C
Class      CUSIP       Rating
A          12670CAA5   CC (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2007-E)
Series 2007-E
Class      CUSIP       Rating
A          12670TAA8   B (sf)

CWHEQ Revolving Home Equity Loan Trust (Series 2007-G)
Series 2007-G
Class      CUSIP       Rating
M-4        23242JAE8   CCC (sf)
M-5        23242JAF5   CCC (sf)

Fieldstone Mortgage Investment Trust
Series 2006-S1
Class      CUSIP       Rating
A          31659XAA4   CC (sf)

First Franklin Mortgage Loan Trust 2003-FFA
Series 2003-FFA
Class      CUSIP       Rating
I-B-3      22541ND55   CCC (sf)

First Franklin Mortgage Loan Trust 2006-FFA
Series 2006-FFA
Class      CUSIP       Rating
A1         318340AA4   CC (sf)
A2         318340AB2   CC (sf)
A3         318340AC0   CC (sf)
A4         318340AD8   CC (sf)

First Franklin Mortgage Loan Trust 2006-FFB
Series 2006-FFB
Class      CUSIP       Rating
A1         32028JAA7   CC (sf)
A2         32028JAB5   CC (sf)
A3         32028JAC3   CC (sf)
A4         32028JAD1   CC (sf)

First Franklin Mortgage Loan Trust (Series 2007-FFA)
Series 2007-FFA
Class      CUSIP       Rating
A-1        32027AAA7   CC (sf)

First Franklin Mortgage Loan Trust (Series 2007-FFC)
Series 2007-FFC
Class      CUSIP       Rating
A-2A       32029HAB8   CC (sf)
A-2B       32029HAC6   CC (sf)

Flagstar Home Equity Loan Trust 2005-1
Series 2005-1
Class      CUSIP       Rating
Notes      33848DAA6   AA- (sf)

Flagstar Home Equity Loan Trust 2007-1
Series 2007-1
Class      CUSIP       Rating
AF-3       33848JAC9   B (sf)
AF-4       33848JAD7   B (sf)
AF-5       33848JAE5   B (sf)

GMACM Home Equity Loan Trust 2000-HE2
Series 2000-HE2
Class      CUSIP       Rating
A-1        361856AN7   B (sf)

GMACM Home Equity Loan Trust 2000-HE4
Series 2000-HE4
Class      CUSIP       Rating
A-1        361856AQ0   B (sf)
A-2        361856AR8   B (sf)

GMACM Home Equity Loan Trust 2002-HE1
Series 2002-HE1
Class      CUSIP       Rating
A-1        361856BT3   CCC (sf)
A-2        361856BU0   CCC (sf)

GMACM Home Equity Loan Trust 2004-HE4
Series 2004-HE4
Class      CUSIP       Rating
A-3        361856DP9   B (sf)
A-2 VPRN   361856DR5   B (sf)

GMACM Home Equity Loan Trust 2006-HE4
Series 2006-HE4
Class      CUSIP       Rating
A-1        38012UAA7   B (sf)
A-2        38012UAB5   B (sf)
A-3        38012UAC3   B (sf)

GMACM Home Equity Loan Trust 2007-HE1
Series 2007-HE1
Class      CUSIP       Rating
A-3        36186KAC9   B (sf)
A-4        36186KAD7   B (sf)
A-5        36186KAE5   B (sf)

GreenPoint Home Equity Loan Trust 2004-3
Series 2004-3
Class      CUSIP       Rating
A          395385AW7   CCC (sf)

Greenpoint Home Equity Loan Trust 2004-4
Series 2004-4
Class      CUSIP       Rating
A          395385AZ0   CCC (sf)

Greenpoint Mortgage Funding Trust 2005-HE3
Series 2005-HE3
Class      CUSIP       Rating
A1         39538WCZ9   CC (sf)

Greenpoint Mortgage Funding Trust 2006-HE1
Series 2006-HE1
Class      CUSIP       Rating
Ac         39539BAB9   CC (sf)

GSAA Home Equity Trust 2007-S1
Series 2007-S1
Class      CUSIP       Rating
A-1        362246AA8   CC (sf)

GSR Trust 2007-HEL1
Series 2007-HEL1
Class      CUSIP       Rating
A          36245HAA9   B (sf)

Home Equity Loan Trust 2006-HSA4
Series 2006-HSA4
Class      CUSIP       Rating
A          43709WAA1   B (sf)

Home Equity Loan Trust 2006-HSA5
Series 2006-HSA5
Class      CUSIP       Rating
A          437099AA2   B (sf)

Home Equity Loan Trust 2007-HSA1
Series 2007-HSA1
Class      CUSIP       Rating
A          43710MAA0   B (sf)
Variable F 43710M9A2   B (sf)

Home Equity Loan Trust 2007-HSA3
Series 2007-HSA3
Class      CUSIP       Rating
A-I-4      43710WAD2   B (sf)
A-I-5      43710WAE0   B (sf)
A-I-6      43710WAF7   B (sf)
A-II       43710WAG5   B (sf)

Home Equity Mortgage Loan Asset Backed Trust (Series INDS 2006-2B)
Series 2006-2B
Class      CUSIP       Rating
A          43709KAA7   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust (Series INDS 2007-1)
Series 2007-1
Class      CUSIP       Rating
A          43708DAA4   B (sf)

Home Equity Mortgage Loan Asset-Backed Trust (Series INDS 2006-1)
Series 2006-1
Class      CUSIP       Rating
A-3        437089AC9   CC (sf)
A-4        437089AD7   CC (sf)
A-5        437089AE5   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust (Series INDS 2006-3)
Series 2006-3
Class      CUSIP       Rating
A          43709RAA2   CC (sf)

Home Equity Mortgage Loan Asset-Backed Trust (Series INDS 2007-2)
Series INDS 2007-2
Class      CUSIP       Rating
A          43710CAA2   B (sf)

Home Equity Mortgage Trust 2006-2
Series 2006-2
Class      CUSIP       Rating
2-A1       225470W58   CCC (sf)

Home Equity Mortgage Trust 2006-6
Series 2006-6
Class      CUSIP       Rating
1A-1       43709YAA7   CC (sf)

Home Equity Mortgage Trust 2007-1
Series 2007-1
Class      CUSIP       Rating
A-1        43710ABB3   CC (sf)

Home Equity Mortgage Trust 2007-2
Series 2007-2
Class      CUSIP       Rating
2A-1F      43710DAR3   B (sf)
2A-1A      43710DAB8   B (sf)
2A-2       43710DAC6   B (sf)
2A-3       43710DAD4   B (sf)
2A-4       43710DAE2   B (sf)

IndyMac Home Equity Loan Trust 2004-2
Series 2004-2
Class      CUSIP       Rating
A          45661AAC6   CCC (sf)

IndyMac Home Equity Mortgage Loan Asset-Backed Trust (Series 2006-
H4)
Series 2006-H4
Class      CUSIP       Rating
Notes      45660JAD6   B (sf)

IndyMac Home Equity Mortgage Loan Asset-Backed Trust (Series 2006-
H1)
Series 2006-H1
Class      CUSIP       Rating
A          456606MZ2   CC (sf)

Indymac Home Equity Mortgage Loan Asset-Backed Trust (Series 2006-
H2)
Series 2006-H2
Class      CUSIP       Rating
A          45661DAA4   CC (sf)

IndyMac Home Equity Mortgage Loan Asset-Backed Trust (Series 2006-
H3)
Series 2006-H3
Class      CUSIP       Rating
A          45664UAA3   CC (sf)

Lehman ABS Corp. Home Equity Loan Trust 2005-1
Series 2005-1
Class      CUSIP       Rating
A          525170CG9   CCC (sf)

MASTR Second Lien Trust 2006-1
Series 2006-1
Class      CUSIP       Rating
A          57644DAR4   CC (sf)

Merrill Lynch Mortgage Investors Trust
Series 2006-SL2
Class      CUSIP       Rating
A          59021BAA4   CC (sf)

Nomura Asset Acceptance Corp. Alternative Loan Trust (Series 2005-
4)
Series 2005-S4
Class      CUSIP       Rating
A-2        65535VQP6   CCC (sf)
A-3        65535VQQ4   CCC (sf)

Ownit Mortgage Trust 2006-OT1
Series 2006-OT1
Class      CUSIP       Rating
A-1        88156AAA2   CC (sf)
A-2        69121YAA2   CC (sf)

SACO I Trust 2006-12
Series 2006-12
Class      CUSIP       Rating
II-A       78577NAG3   CC (sf)

Structured Asset Securities Corp. Mortgage Loan Trust 2006-S2
Series 2006-S2
Class      CUSIP       Rating
A2         86359FAB8   CCC (sf)

Structured Asset Securities Corp. Mortgage Loan Trust 2006-S3
Trust
Series 2006-S3
Class      CUSIP       Rating
A          86359WAA3   CCC (sf)

SunTrust Acquisition Closed-End Seconds Trust
Series 2007-1
Class      CUSIP       Rating
A          86801CAA1   CC (sf)

Terwin Mortgage Trust 2004-23HELOC
Series 2004-23
Class      CUSIP       Rating
A          881561PM0   CC (sf)

Terwin Mortgage Trust 2007-3SL
Series 2007-3SL
Class      CUSIP       Rating
A-1        88157TAA0   CC (sf)


* S&P Takes Various Rating Actions on 6 RMBS Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' its rating
on Class M-2 from 2004-CB4 Trust, a U.S. residential mortgage-
backed securities (RMBS) transaction.  In addition, Standard &
Poor's placed its ratings on five classes from five additional
U.S. RMBS transactions on CreditWatch with negative implications.

The downgrade reflects S&P's assessment of the interest shortfalls
on the affected class during recent remittance periods.  The
lowered rating also reflects S&P's view of the magnitude of the
interest payment deficiencies (compared with the remaining
principal balance owed) that have affected the class to date and
the likelihood that certificateholders will be reimbursed for
these deficiencies.

The CreditWatch placements reflects S&P's assessment of potential
interest shortfalls on the affected classes in recent remittance
periods being reported by the trustee that would likely negatively
affect those ratings.  Standard & Poor's is in the process of
verifying these possible interest shortfalls and, upon
confirmation of the reported data, will adjust the ratings as it
considers appropriate according to its criteria.

The transactions reviewed are supported by mixed collateral of
fixed- and adjustable-rate mortgage loans.  A combination of
subordination, excess spread, and overcollateralization (where
applicable) provide credit enhancement for all of the transactions
in this review.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Rating Lowered

2004-CB4 Trust
Series 2004-CB4
                               Rating
Class      CUSIP       To                   From
M-2        12489WJS4   D (sf)               CCC (sf)

Ratings Placed On CreditWatch Negative

ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD1
Series 2006-SD1
                               Rating
Class      CUSIP       To                   From
A-1B       004421XV0   A+ (sf)/Watch Neg    A+ (sf)

Bear Stearns Asset Backed Securities Trust 2002-1
Series 2002-1
                               Rating
Class      CUSIP       To                   From
1-A5       07384YCU8   AAA (sf)/Watch Neg   AAA (sf)

C-Bass 2007 MX-1 Trust
Series 2007 MX-1
                               Rating
Class      CUSIP       To                   From
A-1        1248MPAA2   BB- (sf)/Watch Neg   BB- (sf)

First Franklin Mortgage Loan Trust 2005-FF1
Series 2005-FF1
                               Rating
Class      CUSIP       To                   From
A-1A       32027NQE4   BBB+ (sf)/Watch Neg  BBB+ (sf)

Merrill Lynch Mortgage Investors Trust Series MLCC 2004-G
Series 2004-G
                               Rating
Class      CUSIP       To                   From
B-1        59020UPD1   B (sf)/Watch Neg     B (sf)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, 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.


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