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

           Sunday, September 15, 2013, Vol. 17, No. 256


                            Headlines

AVIATION CAPITAL II: S&P Lowers Rating on 2 Note Classes to 'BB+'
BABSON CLO 2006-II: Moody's Affirms Ba2 Rating on Cl. E Notes
BANC OF AMERICA 2005-3: S&P Lowers Rating on 3 Note Classes to D
BANC OF AMERICA 2005-7: Moody's Cuts Rating on 5 Secs. to Caa2
BEAR STEARNS 2007-PWR16: Moody's Affirms C Ratings on 3 Certs

BEAR STEARNS 2007-TOP28: S&P Lowers Rating on Class L Notes to D
CANNINGTON FUNDING: Moody's Affirms Ba3 Rating on $14MM Notes
CAPLEASE 2005-1: Moody's Affirms Caa1 Rating on Cl. E Notes
CHASE COMMERCIAL 1998-1: Moody's Affirms Caa1 Cl. X Certs Rating
CIFC FUNDING 2013-III: S&P Gives Prelim. BB Rating on Cl. D Notes

CITIGROUP COMMERCIAL 2013-GC15: Fitch Rates Class F Certs 'Bsf'
COMM 2004-LNB3: DBRS Cuts Rating on Cl. N Debt to 'D'
COMM MORTGAGE 2012-CCRE3: Moody's Keeps B2 Rating on Cl. G Certs
COMMERCIAL MORTGAGE 1998-C1: S&P Raises K Notes Rating From BBsf
COMMERCIAL MORTGAGE 2012-GC15: DBRS Gives (P)BB Rating on E Certs

COMPUCREDIT ACQUIRED 2006-1: Moody's Ups A-4 Notes Rating to B3
CONNECTICUT VALLEY IV: Moody's Ups Ratings on 5 CDO Note Tranches
CREDIT SUISSE 2003-C3: Moody's Cuts Rating on A-X Secs. to Caa2
CREDIT SUISSE 2004-C5: Moody's Keeps Ratings Over Nulled Loan
CWABS INC: Moody's Reviews Ratings on $46MM of RMBS Issues

DUANE STREET IV: Moody's Affirms Ba1, Ba3 Ratings on Two Classes
EXETER AUTOMOBILE 2013-2: S&P Rates Cl. D Notes Prelim. 'BB'
EXETER FINANCE 2013-2: DBRS Assigns (P)BBsf Ratings on D Notes
FRASER SULLIVAN: Moody's Hikes Rating on Cl. E-2 Notes to Ba2
GE COMMERCIAL 2004-C3: Moody's Affirms C Ratings on 2 Certs.
GMAC COMMERCIAL 2003-C3: Moody's Hikes Rating on Cl. J Debt to B2

GOLDENTREE LOAN V: Moody's Lifts Rating on Class E Notes to Ba1
GRAMERCY REAL 2005-1: Moody's Affirms Caa3 Ratings on 2 Secs.
GRAMERCY REAL 2006-1: Moody's Affirms Caa3 Ratings on 7 Secs.
JERSEY STREET: Moody's Lifts Rating on Cl. D Notes From Ba1
JP MORGAN 1998-C6: S&P Affirms 'B+' Rating on Cl. F Certificates

JP MORGAN 1999-PLS1: S&P Withdraws 'BB+' Rating on Class H Notes
JP MORGAN 2000-C10: Moody's Lifts Rating on Cl. F Certs From Ba1
JP MORGAN 2003-CIBC6: Moody's Cuts Rating on Cl. N Certs to 'C'
JP MORGAN 2006-CIBC17: Moody's Cuts Ratings on 6 Secs to 'C'
JP MORGAN 2011-FL1: Moody's Affirms Ba2 Rating on Class MH Notes

KVK CLO 2012-2: S&P Affirms 'BB' Rating on Class E Notes
LB-UBS COMMERCIAL 2004-C1: S&P Affirms CCC+ Rating on Cl. H Notes
MARATHON CLO V: S&P Affirms 'BB' Rating on Class D Notes
MARQUETTE PARK: Moody's Hikes Rating on $8.75MM Notes From Ba1
MORGAN STANLEY 2001-TOP3: Moody's Cuts X-1 Certs Rating to Caa2

MORGAN STANLEY 2003-TOP9: S&P Affirms BB- Rating on Class K Notes
MORGAN STANLEY 2003-TOP11: S&P Cuts Cl. G Notes Rating to 'B+'
MORGAN STANLEY 2008-TOP29: S&P Affirms 'B-' Ratings on 3 Notes
MORGAN STANLEY 2012-C6: Moody's Keeps B2 Rating on Cl. X-C Secs.
MT. WILSON: Moody's Confirms Ba2 Rating on $7MM Class E Notes

NAKAMA RE 2013-1: S&P Assigns 'BB+' Rating on $300-Mil. Notes
NEWSTAR COMMERCIAL 2013-1: S&P Assigns BB Rating on Class F Notes
OCP CLO 2013-3: S&P Affirms 'BB' Rating on Class D Notes
PORTOLA CLO: Moody's Affirms Ba3 Rating on $16.5MM Cl. E Notes
RAMP 2004-RS11: Moody's Hikes Rating on Cl. M-2 Secs. to B2

ROBECO CDO II: S&P Lowers Rating on Class B-2 Notes to 'D(sf)'
SCHOONER Trust 2005-4: DBRS Confirms BB Rating on Cl. G Certs
SIERRA CLO II: Moody's Affirms 'Ba2' Rating on Cl. B-2L Notes
TPREF FUNDING III: Moody's Affirms 'Ca' Rating on 2 Note Classes
VENTURE V: Moody's Lowers Rating on $11.5MM Class J Notes to B3

WACHOVIA BANK 2002-C2: Moody's Hikes Rating on Cl. N Notes to Ba3
WACHOVIA BANK 2004-C14: Moody's Cuts Ratings on 2 Cert. Classes
WATERFRONT CLO 2007-1: Moody's Affirms Ba3 Rating on Cl. D Notes
WELLS FARGO 2011-5: Fitch Affirms 'B' Rating on Class G Certs
WFRBS COMMERCIAL 2013-C16: Fitch to Rate Class F Certs 'B-'

* Fitch Says Recoveries on Liquidated US CMBS Hit Stumbling Block
* Moody's Notes Increase in CMBS Loss Severities for 2Q 2013
* S&P Lowers Rating on 6 CMBS Deals on Interest Shortfalls
* S&P Withdraws Ratings on 50 Classes from 27 CDO Transactions


                            *********

AVIATION CAPITAL II: S&P Lowers Rating on 2 Note Classes to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Aviation
Capital Group Trust II's class G-1 and G-2 notes to 'BB+ (sf)'
from 'BBB- (sf)' and the rating on the class B-1 notes to 'B (sf)'
from 'BB (sf)'and removed all three ratings from CreditWatch with
negative implications.  Aviation Capital Group Trust II is an
asset-backed securities transaction collateralized primarily by
the lease revenue and sales proceeds from a portfolio of
commercial aircraft.

The downgrades reflect S&P's opinion of the aircraft portfolio's
continued higher-than-expected value decline and resulting
increased loan-to-value (LTV) ratio and reduced credit
enhancement.

A significant portion of the fleet in Aviation Capital Group Trust
II's portfolio are older A320 family and B737 classics planes that
were manufactured in the 1990s.  These aircraft have suffered on
average an 18% value decline in 2012, and, in S&P's view, are
likely to become economically obsolete earlier than expected.  The
appraised value of the entire aircraft portfolio declined by 11.7%
in 2012.  As of Aug. 20, 2013, two aircraft and one airframe were
off-lease.

Since the value of the collateral has declined at a faster rate
than the rated notes' pay-downs since S&P's April 2012 review, the
class G-1 and G-2 notes' LTV ratios have increased to about 80%
and the class B-1 notes' LTV ratio has increased to nearly 100%.
As of the Aug. 20, 2013, payment date, the class G-1 and G-2 notes
were ahead of the minimum principal payment schedule and the class
B-1 notes were in line with the minimum principal payment
schedule.

The class B note interest is currently being paid after the class
G-1 and G-2 note minimum principal payments, but before the class
G-1 and G-2 note scheduled principal payments.  Per the
transaction documents, if the aircraft values further decline to
less than the class G-1 and G-2 notes' outstanding amounts, the
class G-1 and G-2 note scheduled principal payments can occur
before the class B note interest.  This structural feature may
interrupt the class B notes' timely interest payments.  As of
Aug. 20, 2013, the reserve account, which provides liquidity to
the three rated classes, was fully funded at $60 million.

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 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 Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com


BABSON CLO 2006-II: Moody's Affirms Ba2 Rating on Cl. E Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Babson CLO Ltd. 2006-II:

$22,000,000 Class A-1B Senior Notes Due 2020, Upgraded to Aaa
(sf); previously on August 3, 2011 Upgraded to Aa1 (sf)

$218,000,000 Class A-2 Senior Notes Due 2020 (current outstanding
balance of $211,977,207), Upgraded to Aaa (sf); previously on
August 3, 2011 Upgraded to Aa1 (sf)

$18,500,000 Class B Senior Notes Due 2020, Upgraded to Aa1 (sf);
previously on August 3, 2011 Upgraded to Aa3 (sf)

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

$200,000,000 Class A-1A Senior Notes Due 2020 (current outstanding
balance of $193,866,697), Affirmed Aaa (sf); previously on August
3, 2011 Upgraded to Aaa (sf)

$32,000,000 Class C Deferrable Mezzanine Notes Due 2020, Affirmed
A3 (sf); previously on August 3, 2011 Upgraded to A3 (sf)

$20,000,000 Class D Deferrable Mezzanine Notes Due 2020, Affirmed
Ba1 (sf); previously on August 3, 2011 Upgraded to Ba1 (sf)

$10,000,000 Class E Deferrable Mezzanine Notes Due 2020, Affirmed
Ba2 (sf); previously on August 3, 2011 Upgraded to Ba2 (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 October 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 lower weighted average rating factor
(WARF) and a higher weighted average spread (WAS) and weighted
average recovery rate (WARR) compared to their covenant levels.
Moody's modeled WARF, WAS and WARR of 2487, 3.22%, and 52.18%,
respectively, compared to the covenant levels of 2710, 2.40%, and
44.50%, respectively. Moody's also notes that the transaction's
reported overcollateralization ratio are stable since the last
rating action.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, WARF, diversity score, and WARR, 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 $540 million, defaulted par of $7.9 million, a
weighted average default probability of 16.92% (implying a WARF of
2487), a WARR upon default of 52.18%, and a diversity score of 67.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Babson CLO Ltd. 2006-II, issued in October 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% (1990)

Class A-1A: 0

Class A-1B: 0

Class A-2: 0

Class B: +1

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2984)

Class A-1A: 0

Class A-1B: -1

Class A-2: -1

Class B: -2

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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


BANC OF AMERICA 2005-3: S&P Lowers Rating on 3 Note Classes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2005-3, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
Concurrently, S&P affirmed its 'AAA (sf)' ratings on six other
classes from the same transaction.

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

The downgrades reflect credit support erosion that S&P anticipates
will occur upon the eventual resolution of the 10 ($407.8 million,
26.7%) assets currently with the special servicer, LNR Partners,
LLC (LNR).  Based on information of the specially serviced assets
provided to S&P by LNR, it expects the trust to incur additional
losses approximating 8.4% of the original outstanding pooled trust
balance upon the eventual resolution and/or liquidation of these
assets.  To date, the trust has incurred losses totaling
$66.5 million (3.1% of the original outstanding pooled trust
balance).

"Our downgrades also considered the monthly interest shortfalls
that are affecting the trust and the potential for additional
interest shortfalls from the corrected mortgage loans and
specially serviced assets--in particular, the Fiesta Mall loan
($84.0 million, 5.5%).  The loan was transferred to LNR on
Feb. 13, 2013 due to imminent default relating to potential
tenancy issues.  According to LNR, the payment status of the loan
is current; however, the August 2013 debt service payment has not
yet been received.  LNR stated that it is in discussions with the
borrower because it has asked the lender to accept a deed-in-lieu
of foreclosure.  If the cash flow at the property is not
sufficient to cover debt service and the loan becomes delinquent,
we expect an appraisal reduction amount (ARA) to be calculated
(based on the reported 2013 appraised value) and the corresponding
appraisal subordinate entitlement reduction (ASER) amount to cause
additional interest shortfalls to the trust," S&P said.

Four loans totaling $185.8 million (12.2%) that were previously
with the special servicer have been returned to the master
servicer.  According to the transaction documents, the special
servicer is entitled to a workout fee with respect to a corrected
mortgage loan, which is generally equal to 1.00% of all payments
of interest and principal received on the mortgage loan for as
long as the loan remains a corrected mortgage loan.

S&P lowered its ratings on classes E, F, and G to 'D (sf)' because
it expects interest shortfalls to continue and because it believes
the accumulated interest shortfalls will remain outstanding in the
near term.

As of the Aug. 12, 2013 trustee remittance report, the trust
experienced net monthly interest shortfalls totaling $610,278.
These interest shortfalls were primarily related to ASER amounts
totaling $626,108, special servicing fees totaling $127,546,
workout fees totaling $12,846, and interest paid on servicer
advances totaling $36,132.  These shortfalls were offset this
period by ASER recoveries totaling $211,184.  The current interest
shortfalls affected all classes subordinate to and including class
E.  The affirmations of S&P's ratings on the principal and
interest certificates reflect its expectation that the available
credit enhancement for these classes will be within its estimate
of the necessary credit enhancement required for the current
ratings.  The affirmed ratings also reflect S&P's analysis of the
credit characteristics and performance of the remaining assets,
liquidity support, and transaction-level changes.

The affirmation of S&P's 'AAA (sf)' rating on the class XC
interest only (IO) certificates reflects its 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 LOWERED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-3

                    Rating
Class          To          From     Credit enhancement (%)
A-M            A+ (sf)     AA- (sf)                  24.02
A-J            BB- (sf)    BBB- (sf)                 15.33
B              B+ (sf)     BB+ (sf)                  13.73
C              CCC (sf)    BB (sf)                   12.13
D              CCC- (sf)   B+ (sf)                   10.71
E              D (sf)      CCC- (sf)                  8.23
F              D (sf)      CCC- (sf)                  6.81
G              D (sf)      CCC- (sf)                  4.86

RATINGS AFFIRMED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-3

Class          Rating               Credit enhancement (%)
A-2            AAA (sf)                              38.22
A-3A           AAA (sf)                              38.22
A-3B           AAA (sf)                              38.22
A-SB           AAA (sf)                              38.22
A-4            AAA (sf)                              38.22
XC             AAA (sf)                                N/A

N/A-Not applicable.


BANC OF AMERICA 2005-7: Moody's Cuts Rating on 5 Secs. to Caa2
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of five
tranches from Banc of America Alternative Loan Trust 2005-7,
backed by Alt-A loans.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2005-7

Cl. CB-2, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-3, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-4, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-IO, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa1 (sf)

Cl. CB-PO, Downgraded to Caa2 (sf); previously on Apr 26, 2010
Downgraded 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 reflect the change in principal payments
and loss allocation to the senior bonds subsequent to
subordination depletion.

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
our central macroeconomic forecast and performance volatility due
to servicer-related issues. The unemployment rate fell from 8.1%
in August 2012 to 7.3% in August 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.


BEAR STEARNS 2007-PWR16: Moody's Affirms C Ratings on 3 Certs
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Bear Stearns Commercial Mortgage Securities Trust Commercial
Mortgage Pass-Through Certificates, Series 2007-PWR16 as follows:

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

Cl. A-2, Affirmed Aaa (sf); previously on Jul 6, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jul 6, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jul 6, 2007 Definitive
Rating Assigned Aaa (sf)

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

Cl. A-M, Affirmed A2 (sf); previously on Oct 25, 2012 Downgraded
to A2 (sf)

Cl. A-J, Affirmed B1 (sf); previously on Oct 25, 2012 Downgraded
to B1 (sf)

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

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

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

Cl. E, Affirmed Ca (sf); previously on Oct 25, 2012 Downgraded to
Ca (sf)

Cl. F, Affirmed Ca (sf); previously on Oct 25, 2012 Downgraded to
Ca (sf)

Cl. G, Affirmed C (sf); previously on Oct 25, 2012 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Oct 25, 2012 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Oct 25, 2012 Downgraded to C
(sf)

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

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

Moody's rating action reflects a cumulative base expected loss of
8.8% of the current balance. At last review, Moody's cumulative
base expected loss was 11.1%. Realized losses have increased from
2.3% of the original balance to 4.3% since the prior review.
Moody's base expected loss plus realized losses is now 10.8% of
the original pooled balance compared to 11.5% at last review.

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

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 28, the same as at last review.

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

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

Deal Performance:

As of the August 13, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $2.5 billion
from $3.3 billion at securitization. The Certificates are
collateralized by 215 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten non-defeased loans
representing 43% of the pool. One loan, representing less than
0.5% of the pool, has defeased and is secured by U.S. Government
securities.

Seventy-eight loans, representing 36% 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, resulting in
an aggregate realized loss of $142.6 million (45% loss severity on
average). Eight loans, representing 3% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $46.9 million appraisal reduction for the specially
serviced loans. Moody's has estimated an aggregate $58.5 million
loss (71% expected loss on average) for all of the specially
serviced loans.

Moody's has assumed a high default probability for 42 poorly
performing loans representing 10% of the pool and has estimated an
aggregate $46.8 million loss (18% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2012 operating results for 97%
of the performing pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 112% compared to 105% at
last full 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 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.29X and 0.97X, respectively, compared to
1.31X and 1.01X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three loans represent 28% of the pool balance. The largest
loan is the 32 Sixth Avenue Loan ($314.7 million -- 12.8% of the
total pool), which represents a 89% pari passu interest in a
$354.1 million first mortgage loan. The loan is secured by an
office and telecommunications building totaling 1.1 million square
feet (SF) located in Lower Manhattan's Tribeca District. The
largest tenants are Qwest Communications Corporation (15% of the
net rentable area (NRA); lease expiration August 2020) and AMFM
Operating, Inc. (11% of the NRA; lease expiration September 2022).
The property was 98% leased as of December 2012, the same as at
last review. Property performance has improved due to an increase
in rental revenue. The loan matures in April 2017. Moody's LTV and
stressed DSCR are 98% and 0.97X, respectively, compared to 107%
and 0.89X at last review.

The second largest loan is the Beacon Seattle & D.C. Portfolio
Loan ($224.0 million -- 9.1%). The loan represent a participating
interest in a $1.3 billion (originally $2.7 billion) first
mortgage loan secured by a portfolio of ten mortgaged properties
in Bellevue/Seattle, Washington D.C. and Northern Virginia, The
loan is pari passu with five other securitizations and was
originally collateralized by 17 mortgaged properties and three
cash flow pledged properties. The portfolio is also encumbered by
a B-Note, which exists outside the trust. Overall, the portfolio
was 80% leased as of March 2013. This loan had been in special
servicing but was modified in December 2010 and was returned to
the master servicer in May 2012. The loan modification included a
five-year extension, a coupon reduction along with an unpaid
interest accrual feature and a waiver of yield maintenance to
facilitate property sales. The borrower, Beacon Capital Partners,
is actively marketing the remaining properties for sale. Moody's
LTV and stressed DSCR are 155% and 0.65X, respectively.

The third largest loan is The Mall at Prince Georges Loan ($150.0
million -- 6.1%), which is secured by a 921,000 SF regional mall
located in Hyattsville, Maryland. The mall is anchored by Macy's,
J.C. Penney and Target and was 99% leased as of March 2013.
Property performance has improved due to increase in rental
revenue and a decrease in operating expenses. The loan is
interest-only throughout its entire term and matures in June 2017.
Moody's LTV and stressed DSCR are 130% and 0.73X, respectively,
compared to 139% and 0.66X at last review.


BEAR STEARNS 2007-TOP28: S&P Lowers Rating on Class L Notes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust 2007-TOP28, a U.S. commercial
mortgage-backed securities (CMBS) transaction, to 'D (sf)' from
'CCC- (sf)'.  In addition, S&P affirmed its ratings on 17 other
classes from the same transaction.

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

S&P lowered its rating on the class L certificates to 'D (sf)'
from 'CCC- (sf)' because it believes the accumulated interest
shortfalls will remain outstanding in the near term.  In addition,
S&P expects the trust to incur additional losses totaling
approximately 0.3% of the original pool trust balance once three
($22.1 million, 1.4%) of the four loans ($26.7 million, 1.7%) with
the special servicer eventually resolve or liquidate.  To date,
the trust has lost $28.5 million, or 1.6% of the original pool
trust balance.

According to the Aug. 13, 2013, trustee remittance report, the
trust incurred interest shortfalls totaling $668, which includes a
$37,596 appraisal subordinate entitlement reduction (ASER)
recovery.  Excluding the ASER recovery, we expect the trust to
incur interest shortfalls from special servicing fees of $5,113,
workout fees of $2,737, and an ASER of $8,412.  The class L
certificates had accumulated interest shortfalls outstanding 12
times.  Consequently, S&P lowered the rating on this class to
'D (sf)'.

In addition, S&P's analysis also considered the risks associated
with the potential for additional interest shortfalls from four
loans totaling $42.3 million (2.8%) that were previously with the
special servicer, but have been returned to the master servicer.
According to the transaction documents, the special servicer is
entitled to a workout fee with respect to a corrected mortgage
loan, which is generally equal to 1.00% of all payments of
interest and principal received on the mortgage loan for as long
as the loan remains a corrected mortgage loan.

The affirmations of S&P's ratings on the principal and interest
certificates reflect its expectation that the available credit
enhancement for these classes will be within its estimate of the
necessary credit enhancement required for the current ratings.
The affirmed ratings also reflect S&P's analysis of the credit
characteristics and performance of the remaining loans, liquidity
support, and transaction-level changes.

The affirmation of our 'AAA (sf)' ratings on the class X-1 and
class X-2 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

RATING LOWERED

Bear Stearns Commercial Mortgage Securities Trust 2007-TOP28
Commercial mortgage pass-through certificates series 2007-TOP28

                    Rating
Class          To          From     Credit enhancement (%)
L              D (sf)      CCC- (sf)                  0.01

RATINGS AFFIRMED

Bear Stearns Commercial Mortgage Securities Trust 2007-TOP28
Commercial mortgage pass-through certificates series 2007-TOP28

Class          Rating               Credit enhancement (%)
A-3            AAA (sf)                              29.19
A-AB           AAA (sf)                              29.19
A-4            AAA (sf)                              29.19
A-1A           AAA (sf)                              29.19
A-M            A- (sf)                               17.69
A-J            BBB- (sf)                             10.22
B              BB (sf)                                8.20
C              BB- (sf)                               7.20
D              B+ (sf)                                5.33
E              B (sf)                                 3.89
F              B- (sf)                                2.74
G              CCC+ (sf)                              1.45
H              CCC (sf)                               0.44
J              CCC (sf)                               0.30
K              CCC- (sf)                              0.15
X-1            AAA (sf)                                N/A
X-2            AAA (sf)                                N/A

N/A--Not applicable.


CANNINGTON FUNDING: Moody's Affirms Ba3 Rating on $14MM Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Cannington Funding Ltd.:

$26,000,000 Class A-2 Floating Rate Notes Due November 24, 2020,
Upgraded to Aa1 (sf); previously on August 30, 2011 Upgraded to
Aa2 (sf)

$26,000,000 Class B Floating Rate Notes Due November 24, 2020,
Upgraded to A2 (sf); previously on August 30, 2011 Upgraded to A3
(sf)

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

$337,500,000 Class A-1 Floating Rate Notes Due November 24, 2020
(current outstanding balance of $313,705,315), Affirmed Aaa (sf);
previously on March 11, 2011 Upgraded to Aaa (sf)

$20,000,000 Class C Floating Rate Notes Due November 24, 2020,
Affirmed Baa3 (sf); previously on August 30, 2011 Upgraded to Baa3
(sf)

$14,000,000 Class D Floating Rate Notes Due November 24, 2020
(current outstanding balance of $13,729,460), Affirmed Ba3 (sf);
previously on August 30, 2011 Upgraded to Ba3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in November 2013 as well
as the expectation of deleveraging following the end of the
reinvestment period. In consideration of the reinvestment
restrictions applicable during the amortization period, and
therefore limited ability to effect significant changes to the
current collateral pool, Moody's analyzed the deal assuming a
higher likelihood that the collateral pool characteristics will
continue to maintain a positive buffer relative to certain
covenant requirements. In particular, the deal is assumed to
benefit from having a higher weighted average spread ("WAS") than
the covenant level. Moody's modeled a WAS of 2.96% compared to the
covenant level of 2.31%. In addition, Moody's modeled a weighted
average recovery rate of 49.67% for the portfolio, higher than the
47.3% it assumed in its last analysis.

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 $413 million, defaulted par of $11.7 million,
a weighted average default probability of 14.96% (implying a WARF
of 2387), a weighted average recovery rate upon default of 49.67%,
and a diversity score of 45. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Cannington Funding Ltd., issued in November 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (1910)

Class A-1: 0

Class A-2: +1

Class B: +2

Class C: +1

Class D: +1

Moody's Adjusted WARF + 20% (2864)

Class A-1: 0

Class A-2: -2

Class B: -2

Class C: -1

Class D: -1

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

Sources of additional performance uncertainties:

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

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


CAPLEASE 2005-1: Moody's Affirms Caa1 Rating on Cl. E Notes
-----------------------------------------------------------
Moody's has affirmed the ratings of five classes of Notes issued
by Caplease 2005-1, Ltd. The affirmations are due to the key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

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

Cl. B, Affirmed Baa1 (sf); previously on Dec 1, 2010 Downgraded to
Baa1 (sf)

Cl. C, Affirmed Ba2 (sf); previously on Oct 19, 2011 Downgraded to
Ba2 (sf)

Cl. D, Affirmed B3 (sf); previously on Oct 19, 2011 Downgraded to
B3 (sf)

Cl. E, Affirmed Caa1 (sf); previously on Oct 19, 2011 Downgraded
to Caa1 (sf)

Ratings Rationale:

Caplease 2005-1, Ltd. is a static (the reinvestment period ended
in October, 2009) cash transaction backed by a portfolio of credit
tenant lease (CTL) loans / corporate credit notes (CCN) (76.3% of
the pool balance) and commercial mortgage backed securities (CMBS)
(23.7%). As of the July 23, 2013 Trustee report, the aggregate
note balance of the transaction, including preferred shares was
$153.6 million down from $300 million at issuance, with the
majority of the paydown directed to the senior most class of
notes, as a result of regular amortization of the underlying
collateral.

There is one CMBS asset with a par balance of $4 million (2.6% of
the current pool balance) that is considered a defaulted security
as of the July 23, 2013 Trustee report. While there have been
limited realized losses to date, Moody's expects 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 2,038
compared to 1,730 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (10.8% the same as at last
review), A1-A3 (6.7% compared to 5.6% at last review), Baa1-Baa3
(37.1% compared to 52.1% at last review), Ba1-Ba3 (19.4% compared
to 5.9% at last review), B1-B3 (3.5% compared to 3.6% at last
review), and Caa1-C (22.5% compared to 22.1% at last review).

Moody's modeled a WAL of 6.5 years compared to 7.3 years at last
review.

Moody's modeled a fixed WARR of 38.3% compared to 35.3% at last
review.

Moody's modeled a MAC of 6.4% compared to 6.2% at last review.

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

The cash flow model, CDOEdge v3.2.1.2, 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. In general, rated notes are particularly
sensitive to rating changes of the underlying reference
obligations. Holding all other key parameters static, changing the
current ratings and credit assessments of the underlying reference
obligations by one notch downward or one notch upward would result
in a modeled rating movement on the rated tranches of 2 to 3
notches downward and 1 to 3 notches upward, respectively.

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

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

The 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.


CHASE COMMERCIAL 1998-1: Moody's Affirms Caa1 Cl. X Certs Rating
----------------------------------------------------------------
Moody's Investors Service upgraded one class and affirmed the CMBS
ratings of four classes of Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-
1 as follows:

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

Cl. G, Upgraded to Aa2 (sf); previously on May 7, 2009 Upgraded to
A1 (sf)

Cl. H, Affirmed B2 (sf); previously on Oct 18, 2012 Downgraded to
B2 (sf)

Cl. I, Affirmed Ca (sf); previously on Oct 18, 2012 Downgraded to
Ca (sf)

Cl. X, Affirmed Caa1 (sf); previously on Oct 18, 2012 Downgraded
to Caa1 (sf)

Ratings Rationale:

The upgrade to Class G is due to an increase in credit support
from loan amortization and payoffs. The deal has paid down by 37%
since Moody's last review.

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

Affirm Class I because the current rating reflects Moody's
expected loss for the class.

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

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 rating action reflects a cumulative base expected loss of
13.3% of the current pooled balance compared to 21.1% at last
review. Realized losses have increased by $7.5 million since
Moody's last review. Moody's based expected loss plus realized
losses is 2.2% of the original deal balance, which is the same as
at last review.

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.

In rating this transaction, Moody's also used its credit-tenant
lease ("CTL") financing methodology approach ("CTL" approach).
Under Moody's CTL approach, the rating of a transaction's
certificates is primarily based on the senior unsecured debt
rating (or the corporate family rating) of the tenant, usually an
investment grade rated company, leasing the real estate collateral
supporting the bonds. This tenant's credit rating is the key
factor in determining the probability of default on the underlying
lease. The lease generally is "bondable", which means it is an
absolute net lease, yielding fixed rent paid to the trust through
a lock-box, sufficient under all circumstances to pay in full all
interest and principal of the loan. The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust. The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default. Moody's also
considers the overall structure and legal integrity of the
transaction. For deals that include a pool of credit tenant loans,
Moody's currently uses a Gaussian copula model, incorporated in
its public CDO rating model CDOROMv2.8-9 to generate a portfolio
loss distribution to assess the ratings.

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 7, compared to 9 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.

Deal Performance:

As of the August 19, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 96% to $36
million from $818 million at securitization. The Certificates are
collateralized by 10 mortgage loans ranging in size from less than
1% to 25% of the pool. The pool does not contain any defeased
loans, loans with credit assessments or specially serviced loans.

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

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $13.5 million (63% average loss
severity).

Moody's was provided with full year 2011 and full year 2012
operating results for 100% of the pool's loans. The conduit
portion of the deal consists of only three loans representing 13%
of the pool. Moody's weighted average conduit LTV is 58% compared
to 49% at Moody's prior review. The conduit portion of the pool
excludes the CTL loans. Moody's net cash flow reflects a weighted
average haircut of 37% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.8%.

Moody's actual and stressed conduit DSCRs are 1.18X and 2.22X,
respectively, compared to 1.57X and 4.67X 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 largest conduit loan is the Royal Palm Apartments Loan ($3
million -- 8.1% of the pool), which is secured by a 288 unit
apartment complex in Orlando, Florida. The property was 93% leased
as of June 2013, which is the same as at last review. The loan is
fully amortizing and does not mature until July 2022. The loan
balance has amortized 39% since securitization and the loan
balance represents $10,111 per unit. Moody's LTV and stressed DSCR
are 35% and 2.90X, respectively, compared to 38% and 2.72X at last
review.

The other two conduit loans are cross-collateralized and cross
defaulted. The collateral is two retail properties containing
78,000 SF that are located in Las Vegas, Nevada. Both loans are
fully amortizing and mature in March 2018. The loans' aggregate
balance is $1.8 million or 5.1% of the pool. Both loans are on the
servicer's watchlist due to occupancy concerns. Vista Plaza is 83%
leased as of May 2013, but has a physical occupancy of only 21%.
The grocer anchor space is leased through June 2014, but the space
has been dark since the end of 2008. The other retail property is
only 52% leased as of May 2013. Blockbuster had leased the
remaining 48% of the collateral, but Blockbuster's lease expired
in August 2012. Although both collateral properties struggle with
low occupancy the loans have benefitted from 63% of amortization
since securitization. Moody's LTV and stressed DSCR are 94% and
1.15X, respectively, compared to 137% and 0.87X at last review.

The CTL component includes seven loans ($31 million -- 87%)
secured by properties leased to three tenants under bondable
leases. The largest exposures are Brinker International, Inc. (65%
of the CTL component; Moody's senior unsecured rating Ba2 - stable
outlook). The bottom-dollar weighted average rating factor (WARF)
for the CTL pool is 2,544, which is similar as at last review.
WARF is a measure of the overall quality of a pool of diverse
credits. The bottom-dollar WARF is a measure of the default
probability within the pool.


CIFC FUNDING 2013-III: S&P Gives Prelim. BB Rating on Cl. D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIFC Funding 2013-III Ltd./ CIFC Funding 2013-III LLC's
$369 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
Sept. 11, 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 collateral manager's experienced management team.

   -- The timely interest and ultimate principal payments on the
      preliminary rated notes, which S&P assessed using its cash
      flow analysis and assumptions commensurate with the
      assigned preliminary ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.2590%-12.8133%.

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

   -- The transaction's reinvestment overcollateralization test,
      a failure of which would lead to the reclassification of up
      to 50.00% of excess interest proceeds that are available
      prior to paying uncapped administrative expenses and fees,
      collateral manager subordinated and incentive management
      fees, and subordinated note payments to principal proceeds
      to purchase additional collateral assets during the
      reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com/1798.pdf

PRELIMINARY RATINGS ASSIGNED

CIFC Funding 2013-III Ltd./CIFC Funding 2013-III LLC

Class                 Rating          Amount (mil. $)
A-1A                  AAA (sf)                 119.00
A-1B                  AAA (sf)                 125.00
A-2A                  AA (sf)                   21.00
A-2B                  AA (sf)                   33.00
B (deferrable)        A (sf)                    30.00
C (deferrable)        BBB (sf)                  23.00
D (deferrable)        BB (sf)                   18.00
Subordinated notes    NR                        49.00

NR-Not rated.


CITIGROUP COMMERCIAL 2013-GC15: Fitch Rates Class F Certs 'Bsf'
---------------------------------------------------------------
Fitch Ratings has issued a presale report on Citigroup Commercial
Mortgage Trust 2013-GC15 Commercial Mortgage Pass-Through
Certificates.

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

-- $57,358,000 class A-1 'AAAsf'; Outlook Stable;
-- $236,853,000 class A-2 'AAAsf'; Outlook Stable;
-- $150,000,000 class A-3 'AAAsf'; Outlook Stable;
-- $264,191,000 class A-4 'AAAsf'; Outlook Stable;
-- $72,224,000 class A-AB 'AAAsf'; Outlook Stable;
-- $875,416,000a class X-A 'AAAsf'; Outlook Stable;
-- $54,365,000ab class X-B 'AA-sf'; Outlook Stable;
-- $18,122,000ab class X-C 'BBsf'; Outlook Stable;
-- $94,790,000c class A-S 'AAAsf'; Outlook Stable;
-- $54,365,000c class B 'AA-sf'; Outlook Stable;
-- $204,914,000c class PEZ 'A-sf'; Outlook Stable;
-- $55,759,000c class C 'A-sf'; Outlook Stable;
-- $50,183,000b class D 'BBB-sf'; Outlook Stable;
-- $18,122,000b class E 'BBsf'; Outlook Stable;
-- $16,727,000b class F 'Bsf'; Outlook Stable.

a Notional amount and interest-only.
B Privately placed pursuant to Rule 144A.
C Class A-S, B, and C certificates may be exchanged for class PEZ
  certificates, and class PEZ certificates may be exchanged for
  up to the full certificate principal amount of the class A-S, B
  and C certificates.

The expected ratings are based on information provided by the
issuer as of Sept. 6, 2013. Fitch does not expect to rate the
$44,608,033 class G.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 97 loans secured by 129 commercial
properties having an aggregate principal balance of approximately
$1.115 billion as of the cutoff date. The loans were contributed
to the trust by Citigroup Global Markets Realty Corp., Rialto
Mortgage Finance, LLC, Goldman Sachs Mortgage Company, Starwood
Mortgage Funding I LLC, RAIT Funding, LLC, Redwood Commercial
Mortgage Corporation, and The Bancorp Bank.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 74.5% of the properties
by balance and cash flow analysis and asset summary reviews on
83.9% of the pool.

Key Rating Drivers

Fitch Leverage: This transaction has higher leverage than the
average for Fitch-rated first-half 2013 and 2012 deals. The pool's
Fitch debt service coverage ratio (DSCR) and loan to value (LTV)
are 1.19x and 104.0%, respectively. The average DSCR and LTV for
2013 transactions are 1.36x and 99.8%, respectively.

Highly Diverse Pool of Loans: The top 10 loans represent 38.1% of
the pool, well below the 54.3% average for Fitch-rated
transactions from 2012 through June 2013. The loan concentration
index (LCI) and sponsor concentration index (SCI) are 223 and 277,
respectively, representing one of the more diverse conduit pools
by loan size and exposure since 2008.

Above-Average Quality Assets in Primary Markets: Three of the top
10 loans (15.1% of the pool) received property quality scores of
'A-' or better. Of the inspected properties, 28.6% received asset
quality scores of 'B+' or better. In addition, three of the top 10
loans (13.0% of the pool) are secured by properties located in New
York, NY.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 11.4% below
the most recent net operating income (NOI) (for properties for
which most recent NOI was provided, excluding properties that were
stabilizing during this period). Unanticipated further declines in
property-level NCF could result in higher defaults and loss
severity on defaulted loans, and could result in potential rating
actions on the certificates. Fitch evaluated the sensitivity of
the ratings assigned to CGCMT 2013-GC15 certificates and found
that the transaction displays average sensitivity to further
declines in NCF. In a scenario in which NCF declined a further 20%
from Fitch's NCF, a downgrade of the junior 'AAAsf' certificates
to 'Asf' could result. In a more severe scenario, in which NCF
declined a further 30% from Fitch's NCF, a downgrade of the junior
'AAAsf' certificates to 'BBBsf' could result.

The presale report includes a detailed explanation of additional
stresses and sensitivities in the Rating Sensitivity and Rating
Stresses sections of the presale.

The master servicer will be Wells Fargo Bank, N.A., rated 'CMS2'
by Fitch. The special servicer will be Midland Loan Services,
rated 'CSS1' by Fitch.


COMM 2004-LNB3: DBRS Cuts Rating on Cl. N Debt to 'D'
-----------------------------------------------------
DBRS Inc. has downgraded the rating of one class of COMM 2004-LNB3
as follows:

-- Class N to D (sf) from C (sf)

Additionally, DBRS has removed the Interest in Arrears
designation, as the class has defaulted.

The downgrade is a result of the liquidation, with the August 2013
remittance, of 39 Olympia Avenue (Prospectus ID#55), which was
transferred to special servicing in April 2012 for monetary
default.  The loan was secured by a 77,000 sf industrial property
in Woburn, Massachusetts.  The property experienced a significant
decline in occupancy when its largest tenant vacated the property
in January 2012 after being unable to renegotiate its lease terms.
The realized trust loss associated with this loan wiped out the
remaining principal balance available to Class O (which was
already rated D (sf) by DBRS) and reduced the principal balance of
Class N by 21%.

One loan remains in special servicing: Beau Terre Office Building
(Prospectus ID#16) has been in special servicing since May 2010.
The property securing the loan is a 373,000 sf office complex in
Bentonville, Arkansas, which is the corporate headquarters for
Wal-Mart Stores, Inc.  Occupancy, both at the asset and in the
market, fell in 2009 when Wal-Mart moved its apparel division to
New York.  The property is currently real estate owned (REO) and
the special servicer's strategy includes leasing up vacant space
and repositioning the asset.


COMM MORTGAGE 2012-CCRE3: Moody's Keeps B2 Rating on Cl. G Certs
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
COMM Mortgage Trust 2012-CCRE3, Commercial Mortgage Pass-Through
Certificates, Series 2012-CCRE3 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa3 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aa3 (sf)

Cl. PEZ, Affirmed A1 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned A1 (sf)

Cl. C, Affirmed A3 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed Baa1 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed B2 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Oct 23, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Oct 23, 2012 Definitive
Rating Assigned 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. The ratings of the IO Classes, Class X-A and X-
B, are consistent with the expected credit performance of their
referenced classes 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 enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

Moody's rating action reflects a base expected loss of 2.8% of the
current balance.

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.

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 20, the same at securitization.

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

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

Deal Performance:

As of the August 16, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.24 billion
from $1.25 billion at securitization. The Certificates are
collateralized by 50 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans representing 64% of
the pool. The pool does not contain any investment grade credit
assessments or defeased loans.

There have been no realized losses to the trust. Currently, no
loans are on the watchlist or in special servicing.

Moody's was provided with full year 2012 and partial year 2013
operating results for 87% and 86% of the pool, respectively.
Moody's weighted average LTV is 95%, compared to 96% at
securitization. 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%.

Moody's actual and stressed DSCRs are 1.71X and 1.09X,
respectively, compared to 1.68X and 1.06X at securitization.
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 27% of the pool. The largest
conduit loan is the 260 and 261 Madison Avenue Loan ($126.0
million -- 10.1% of the pool), which is secured by two Class B+
office towers totaling 923,277 square feet (SF), located in
midtown Manhattan on Madison Avenue between 36th and 37th Street.
This loan represents a pari passu interest in a $231.0 million
loan. The loan is interest only for the entire 10-year term. As of
March 2013 the properties had a combined occupancy of
approximately 92% compared to 90% at securitization. Moody's LTV
and stressed DSCR are 97% and 0.98X, the same as at
securitization.

The second largest conduit loan is the Crossgates Mall Loan
($106.2 million -- 8.6% of the pool), which is secured by a 1.3
million SF (1.7 million SF total) super-regional mall located in
Albany, New York. This loan represents a pari passu interest in a
$295.1 million loan. The mall is anchored by Macy's, J.C. Penny,
Dick's Sporting Goods, Best Buy and a Regal Crossgates 18 IMEX
theater. The property was 97% leased as of June 2013 compared to
90% at securitization. Moody's LTV and stressed DSCR are 92% and
0.97X, respectively, compared to 93% and 0.96X at securitization.

The third largest conduit loan is the Solano Mall Loan ($105.0
million -- 8.5% of the pool), which is secured by a 561,015 SF
(1.1 million SF total) super-regional mall located in Fairfield,
California. The loan is interest only for the entire 10-year term.
The mall is anchored by Macy's, Sears, and J.C. Penney, which are
not part of the collateral. The largest tenant in the collateral
is Edwards Cinemas (11.2% of NRA, lease expiration December 2024)
which serves as a significant draw to the center. The property was
98% leased as of December 2012 compared to 94% at securitization.
Moody's LTV and stressed DSCR are 72% and 1.38X, respectively,
compared to 75% and 1.34X at securitization.


COMMERCIAL MORTGAGE 1998-C1: S&P Raises K Notes Rating From BBsf
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Commercial Mortgage Acceptance Corp., series 1998-C1, a U.S.
commercial mortgage-backed securities (CMBS) transaction.

The 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 of
all of the loans in the pool, the transaction structure, and the
liquidity available to the trust.

The raised ratings reflect S&P's expected available credit
enhancement for the tranches, which S&P believes is greater than
its most recent estimate of necessary credit enhancement for the
tranches.  The upgrades also reflect S&P's view of the current and
future performance of the transaction's collateral and the
deleveraging of the trust balance, as the transaction has paid
down 36.2% in the last year.  The rating actions on classes H and
J also reflect S&P's expectation that class H will pay off in the
near future and, as a result, class J will be the front bond in
the transaction.

While available credit enhancement levels may suggest further
positive rating movement for the class J and K certificates, S&P's
rating actions were tempered by the liquidity support available to
the remaining classes, workout fees for four loans ($5.4 million,
11.6%) that were previously specially serviced, and the trust's
exposure to four loans ($3.9 million, 8.4%) that have not reported
financial performance.

As of the Aug. 15, 2013, trustee remittance report, the collateral
pool consisted of 30 loans with an aggregate principal balance of
$46.5 million, down from 314 loans with an aggregate balance of
$1.2 billion at issuance.  Midland Loan Services (Midland) is both
the master servicer and the special servicer for this transaction
and lists four loans ($3.3 million, 7.1%) on its watchlist.  There
are two loans ($5.3 million, 11.5%) in special servicing.  There
are no defeased loans.

The Pinewood Apartment loan ($3.6 million, total exposure of
$3.6 million) is the largest loan with the special servicer and
the third-largest loan in the pool.  The loan is secured by a 246-
unit multifamily, rental property located in Brunswick, Ohio.  The
loan was transferred to the special servicer on July, 11, 2013,
due to maturity default.  According to Midland, the loan is
expected to pay off in full next month.

The Meridian Mansions Corporate Suites Apartments loan
($1.7 million, total exposure of $1.7 million) is the other loan
in special servicing.  The loan is secured by a 114-unit
multifamily, rental property located in Oklahoma City, Okla.  The
loan was transferred to the special servicer on May 3, 2013, due
to maturity default.  According to Midland, the borrower has
indicated that it intends to pay off the loan in the near future.
S&P expects a minimal loss upon the ultimate resolution of this
loan.

The top 10 loans in the pool make up 65.3% ($30.4 million).  The
largest loan in the pool ($9.3 million, 20%) is Shrewsbury Plaza.
The collateral consists of 224,963 sq.-ft. retail property located
in Red Bank, N.J.  The loan fully amortized and matures on
March 1, 2023.  As of year-end 2012, the loan reported a debt
service coverage (DSC) of 2.06x.  According to the May 2013 rent
roll, the collateral property is approximately 97% occupied.  The
largest tenants are the property includes Marshalls
(37,400 sq. ft.), Lord & Taylor (31,392 sq. ft.), and ACME Store
(32,760 sq. ft.).

The second-largest loan in the pool ($3.8 million, 8.1%) is the
Best Buy Store.  The collateral consists of a 45,520 sq.-ft.
retail property located in Madison Heights, Mich.  The loan
matures on March 1, 2018, with a balloon balance of $3.1 million.
The property is 100% occupied by Best Buy with a lease expiration
on Feb. 8, 2018.  As of year-end 2012, the loan reported a DSC
of 1.40x.

          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 RAISED

Commercial Mortgage Acceptance Corp. series 1998-C1
                 Rating
Class    To                From         Credit enhancement (%)
H        AAA (sf)          BBB+ (sf)                     90.42
J        AA (sf)           BB+ (sf)                      58.34
K        BBB (sf)          BB (sf)                       39.11


COMMERCIAL MORTGAGE 2012-GC15: DBRS Gives (P)BB Rating on E Certs
-----------------------------------------------------------------
DBRS Inc. has assigned provisional ratings to the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2013-GC15 (the Certificates), to be issued by Citigroup Commercial
Mortgage Trust 2013-GC15.  The trends are Stable.

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class A-3 at AAA (sf)
-- Class A-4 at AAA (sf)
-- Class A-AB at AAA (sf)
-- Class X-A at AAA (sf)
-- Class A-S at AAA (sf)
-- Class B at AA (high) (sf)
-- Class PEZ at A (sf)
-- Class C at A (sf)
-- Class X-B at AAA (sf)
-- Class X-C at AAA (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (high) (sf)

Classes X-B, X-C, D, E and F have been privately placed pursuant
to Rule 144A.

The Class X-A, X-B and X-C balances are notional.  DBRS ratings on
interest-only certificates address the likelihood of receiving
interest based on the notional amount outstanding.  DBRS considers
the interest-only certificates position within the transaction
payment waterfall when determining the appropriate rating.

Up to the full certificate balance of the Class A-S, Class B and
Class C certificates may be exchanged for Class PEZ certificates.
Class PEZ certificates may be exchanged for up to the full
certificate balance of the Class A-S, Class B and Class C
certificates.

The collateral consists of 97 fixed-rate loans secured by 129
commercial, multifamily and manufactured housing properties.  The
transaction has a balance of $1,115,180,033.  The pool exhibits a
DBRS weighted-average term debt service coverage ratio (DSCR) and
debt yield of 1.51 times (x) and 9.4%, respectively.  The DBRS
sample included 35 loans, representing 61.9% of the pool.  The
pool has a high concentration of properties located in urban
markets (25.5% of the pool), which benefit from a larger investor,
consumer and tenant base even in times of stress.  The pool
benefits from diversity in terms of location, loan size and
property, with a concentration level equivalent to a pool of 44
equal-sized loans.

Loans secured by hotels represent 14.8% of the pool, including two
of the largest ten loans.  Hotel properties have higher cash flow
volatility than traditional property types because their income
(which is derived from daily contracts rather than multi-year
leases) and their expenses (which are often mostly fixed) are
quite high as a percentage of revenue.  These two factors cause
revenue to fall swiftly during a downturn and cash flow to fall
even faster because of the high operating leverage.  None of the
loans in the pool have additional existing secured debt in place
that is subordinate in right of payment to the trust balance.
Future additional secured debt is not permitted for any of the
loans in the pool.

The ratings assigned to the Certificates by DBRS are based
exclusively on the credit provided by the transaction structure
and underlying trust assets.  All classes will be subject to
ongoing surveillance, which could result in upgrades or downgrades
by DBRS after the date of issuance.


COMPUCREDIT ACQUIRED 2006-1: Moody's Ups A-4 Notes Rating to B3
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on two classes
of asset-backed securities issued out of the CompuCredit Acquired
Portfolio Voltage Master Business Trust (CAVMT) Series 2006-1.

These securities are backed by an amortizing pool of approximately
$44 million of closed sub-prime, unsecured, general-purpose VISA
credit card receivables. The receivables are serviced by
Atlanticus Services Corporation (Atlanticus; formerly, CompuCredit
Corporation), a subsidiary of Atlanticus Holdings Corporation
(unrated). The complete rating actions are as follows:

Issuer: CompuCredit Acquired Portfolio Voltage Master Business
Trust, Series 2006-1

Class A-1 Notes, Affirmed Ba1 (sf); previously on Oct 14, 2010
Confirmed at Ba1 (sf)

Class A-2 Notes, Affirmed Ba3 (sf); previously on Oct 14, 2010
Confirmed at Ba3 (sf)

Class A-3 Notes, Upgraded to B1 (sf); previously on Oct 14, 2010
Confirmed at B3 (sf)

Class A-4 Notes, Upgraded to B3 (sf); previously on Oct 14, 2010
Confirmed at Caa2 (sf)

Ratings Rationale:

The primary reasons for this rating action are 1) the start of
CAVMT's scheduled redemption period in September 2013, which
directs all collateral pool principal collections to the re-
payment of the Class A notes pro-rata; 2) the significant amount
of over-collateralization and excess spread in the transaction,
providing credit enhancement for the notes; and 3) the recent
steady performance of the collateral pool. These factors have
increased the likelihood that the outstanding CAVMT notes will pay
down in full, despite the weak credit profile of Atlanticus.

Scheduled Redemption Period To Begin In September

The CAVMT scheduled redemption period begins in September, when
the principal collections from the entire $44 million collateral
pool will be available to repay the outstanding $18 million in
Class A notes pro rata. For several years, charge-off and payment
rate-based triggers have resulted in principal distribution
priorities alternating among the subordinated notes, the over-
collateralization holder, and among the Class A notes themselves.

The start of the scheduled redemption period, as originally
contemplated at the transaction's inception, will reduce
uncertainty about the priority of the distribution of principal
collections to the notes. The pro-rata allocation could still
switch to sequential among the Class A notes in the event of
trigger breaches such as a decline in collateral performance, or
default of the servicer. However, with each month that the pro-
rata payment period continues without a breach of an early
redemption trigger, overcollateralization for the notes will
continue to increase.

Credit Enhancement For The Class A Notes Is Substantial

The combined subordination and over-collateralization ("hard"
credit enhancement) supporting the Class A-1 notes is almost 80%,
up from 58% of the collateral balance at the inception of the
2006-1 transaction. The Class A-2 notes have nearly 75% in
combined enhancement, the Class A-3 notes nearly 70%. The Class A-
4 notes have almost 60% of credit enhancement in the form of
overcollateralization. With the start of the scheduled redemption
period, this over-collateralization will continue to increase
monthly as principal collections are used to pay down the Class A
notes. In addition, the three-month average excess spread is near
10%, which provides additional protection from losses for the
Class A notes.

Performance Of Collateral Pool Has Been Stable

Since the charge-off rate peaked in June 2011 at nearly 34%,
largely as a result of terminations of cardholders' charging
privileges, it has steadily improved, to its latest monthly
reading below 9%. In addition, since 2011, the principal payment
rate has hovered between 2.5% and 3.0%, and the yield between 20%
and 25%. Total delinquency trends have also improved, to around 6%
in recent months, from nearly 13% in 2011. If these performance
trends continue, Moody's believes the outstanding notes will pay
off in the second half of 2014, well prior to the legal final
maturity in September 2018.

Weak Credit Profile Of Servicer Remains Factor

Because of the importance of servicing, particularly for a pool of
subprime collateral, any disruption in the servicing operation of
Atlanticus will increase the risk of deterioration in the payment
rate, the recovery rate and ultimately the charge-off rate of the
CAVMT securitized pool. Atlanticus's limited scale and its weak
capital position raise the risk of an interruption in servicing
stemming from operational difficulties, although the company is
not currently facing such difficulties. There has been no assigned
backup servicer since the July 2012 resignation of First National
Bank of Omaha; however, US Bank, National Association (Aa3 stable)
is currently the indenture trustee and is responsible for locating
another eligible servicer if Atlanticus becomes unable to continue
servicing the portfolio. Although the lack of a backup servicer
could increase the severity of performance deterioration in the
event of a disruption, only a substantial and prolonged
deterioration in collateral performance could lead to losses in
excess of the credit enhancement currently supporting the CAVMT
Class A notes.

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

Moody's expects CAVMT's performance in the range of 8.0% - 12.0%
for gross charge-offs, 23.0% - 26.0% for yield and 2.5% - 3.5% for
the principal payment rate.

Moody's 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 were rated. 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. The primary source of assumption
uncertainty is the current macroeconomic environment, in which
unemployment continues to remain at elevated levels. Overall,
Moody's expects a sluggish recovery in the US economy, with
elevated fiscal deficits and persistent, high unemployment levels.


CONNECTICUT VALLEY IV: Moody's Ups Ratings on 5 CDO Note Tranches
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Connecticut Valley CLO Funding IV, Ltd.:

$225,000,000 Class A-1 Floating Rate Notes Due 2027 (current
outstanding balance of $136,441,125.65), Upgraded to A1 (sf);
previously on December 15, 2011 Upgraded to Baa3 (sf)

$43,000,000 Class A-2 Floating Rate Notes Due 2027, Upgraded to
Baa2 (sf); previously on December 15, 2011 Upgraded to Ba2 (sf)

$50,000,000 Class A-3 Floating Rate Notes Due 2027, Upgraded to
Ba1 (sf); previously on December 15, 2011 Upgraded to B2 (sf)

$28,000,000 Class B Floating Rate Notes Due 2027, Upgraded to B3
(sf); previously on December 15, 2011 Confirmed at Caa3 (sf)

$29,500,000 Class C Floating Rate Notes Due 2027 (current
outstanding balance of $27,117,426.46), Upgraded to Caa2 (sf);
previously on December 15, 2011 Confirmed at Ca (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the deleveraging of the Class A-1 Notes and
an increase in the transaction's overcollateralization ratios.
Moody's notes that the Class A-1 Notes have been paid down by
approximately 16% or $26.2 million since November 2012. Based on
Moody's calculation, the implied Class A-1 and Class A-2
overcollateralization ratios are currently at 232.7% and 176.9%,
respectively. Moody's notes that the deferred interest on the
Class B Notes and the Class C Notes has been fully paid off on the
most recent July 2013 Payment Date.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio since November
2012. Based on the August 2013 trustee report, the weighted
average rating factor is currently 1482 compared to 1904 in
November 2012.

Connecticut Valley CLO Funding IV, Ltd., issued in June 2007, is a
collateralized debt obligation backed by a portfolio of CLO and
CDO tranches which originated between 2002 and 2007, with the
majority originated in 2006 and 2007.

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

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

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

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

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

Moody's Ba1 and below rated assets notched up by 2 rating notches:

Class A-1: +3

Class A-2: +3

Class A-3: +3

Class B: +4

Class C: +4

Moody's Ba1 and below rated assets notched down by 2 rating
notches:

Class A-1: -1

Class A-2: -3

Class A-3: -2

Class B: -3

Class C: -3

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

1) the manager's 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 CLO 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.


CREDIT SUISSE 2003-C3: Moody's Cuts Rating on A-X Secs. to Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded one class, downgraded one class
and affirmed five classes of Credit Suisse First Boston Mortgage
Securities Corp., Series 2003-C3 as follows:

Cl. F, Upgraded to A1 (sf); previously on Mar 28, 2013 Affirmed A3
(sf)

Cl. G, Affirmed Baa2 (sf); previously on Mar 28, 2013 Affirmed
Baa2 (sf)

Cl. H, Affirmed B1 (sf); previously on Mar 28, 2013 Downgraded to
B1 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Mar 28, 2013 Downgraded
to Caa3 (sf)

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

Cl. A-X, Downgraded to Caa2 (sf); previously on Mar 28, 2013
Downgraded to Caa1 (sf)

Cl. A-Y, Affirmed Aaa (sf); previously on Mar 28, 2013 Affirmed
Aaa (sf)

Ratings Rationale:

The upgrades are due to increased credit support due to loan
payoffs and amortization.

The downgrade of the IO Class, Class A-X, 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. The rating of the IO
Class, Class A-Y is consistent with the expected credit
performance (or the WARF) of its referenced classes and thus is
affirmed.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

Moody's rating action reflects a base expected loss of 19.5% of
the current balance. At last review, Moody's base expected loss
was 13.5%. The percentage increase in base expected loss is due to
the decrease of the total certificate balance since last review
(54%). On a dollar basis, the base expected loss decreased to
$14.5 million compared to $21.8 million at last review. Realized
losses have increased from 2.8% of the original balance to 3.0%
since the prior review. Moody's base expected loss plus realized
losses is now 3.9% of the original pooled balance compared to 4.1%
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.

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 7 compared to 15 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.

Deal Performance:

As of the August 16, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $74.3
million from $1.7 billion at securitization. The Certificates are
collateralized by 18 mortgage loans ranging in size from less than
1% to 28% of the pool, with the top ten non-defeased loans
representing 72% of the pool. One loan, representing less than
0.5% of the pool, has defeased and is secured by U.S. Government
securities. The pool includes four loans, representing 0.8% of the
pool, which are secured by residential co-ops located in New York
(2 properties), Washington D.C. (1 property) and Massachusetts (1
property). These co-op loans each have a Aaa credit assessment.

Five loans, representing 34% 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-seven loans have been liquidated from the pool, resulting
in an aggregate realized loss of $52.0 million (52% loss severity
on average). Four loans, representing 51% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Orchards Corporate Center Loan ($21.0 million -- 28.3%
of the pool), which is secured by a 216,000 square foot (SF)
office building located in Farmington Hills, Michigan. The loan
transferred to special servicing in March 2013 due to imminent
maturity default. A modification closed in June 2013 that included
a maturity extension to November 2013 and principal reduction
payment. The property was 57% leased as of April 2013 compared to
61% in December 2012 with approximately 30% of the net rentable
area (NRA) expiring by the end of 2013.

The second specially serviced loan is the Honeywell International
Building Loan ($10.1 million -- 13.6% of the pool), which is
secured by a 163,000 SF office building located in Colorado
Springs, Colorado. The loan transferred to special servicing in
March 2013 due to maturity default. The original loan maturity
date was in December 2012 and the Borrower is currently remitting
its normal loan payments. The property is currently fully leased
to Honeywell International through November 2013. Due to the
single tenant nature of this loan, Moody's performed a lit / dark
analysis. Moody's expects this loan to perform as long as
Honeywell remains in occupancy. Moody's LTV and stressed DSCR are
94% and 1.12X, respectively, compared to 94% and 1.13X.

The third largest specially serviced loan is the Crossroads Loan
($4.8 million -- 6.5% of the pool), which is secured by a 65,000
SF office building located in Elmsford, New York. The loan
transferred to special servicing in December 2012 due to maturity
default. The special servicer indicated the borrower is continuing
to remit its normal payments and has requested a maturity
extension. The property was 60% leased as of June 2013.

The remaining specially serviced loan is secured by a retail
property in Red Springs, North Carolina. Additionally, Moody's has
assumed a high default probability for one poorly performing loan.
Moody's estimates an aggregate $12.6 million loss for the non-
performing specially serviced and troubled loans (35% expected
loss on average).

Moody's was provided with full year 2011 and/or 2012 operating
results for 85% and 69%, 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 81%, the same as at last review. Moody's net cash flow reflects
a weighted average haircut of 25% to the most recently available
net operating income. Moody's value reflects a weighted average
capitalization rate of 9.5%.

Excluding troubled and non-performing special serviced loans,
Moody's actual and stressed DSCRs are 1.30X and 1.42X,
respectively, compared to 1.30X and 1.39X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The largest conduit loan is the Elk Lakes Shopping Center Loan
($8.6 million -- 11.6% of the pool), which is secured by a 95,000
SF retail property located in Greeley, Colorado. The largest
tenants include Office Depot (22% of the NRA; lease expiration:
October 2016) and PetSmart (20% of the NRA; lease expiration:
January 2015). The property was 57% leased as of March 2013 and
has experienced a drop in performance due to Borders (24% of the
NRA) vacating its space in 2011. The loan has passed its
anticipated repayment date of April 2013. Due to the low occupancy
and DSCR, Moody's views this as a troubled loan.

The second largest conduit loan is the Polar Plastics Loan ($6.1
million -- 8.2% of the pool), which is secured by a 385,000 SF
retail property located in Mooresville, North Carolina. The
property is fully leased to Polar Plastics through March 2023. The
loan is fully amortizing and the loan maturity coincides with the
tenant's lease expiration date. Moody's LTV and stressed DSCR are
41% and 2.58X, respectively, compared to 42% and 2.51X at last
review.

The third largest conduit loan is the Best Buy -- Mishawaka,
Indiana Loan ($5.4 million -- 7.2% of the pool), which is secured
by a 50,000 SF retail property in Mishawaka, Indiana. The property
is fully leased to Best Buy through March 2023. The loan has
passed its anticipated repayment date of May 2013. Moody's LTV and
stressed DSCR are 86% and 1.17X, respectively, compared to 87% and
1.16X at last review.


CREDIT SUISSE 2004-C5: Moody's Keeps Ratings Over Nulled Loan
-------------------------------------------------------------
Moody's Investors Service was informed that A/R Retail LLC and A/R
Garage LLC, collectively the Borrower for the Time Warner Retail
mortgage loan, has elected to defease the loan with U.S.
Government Securities. The proposed defeasance will become
effective upon satisfaction of the conditions precedent set forth
in the governing documents.

Moody's has reviewed the defeasance transaction. Moody's has
determined that this proposed defeasance 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 Credit Suisse First Boston Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C5.

Moody's opinion only addresses the credit impact associated with
the proposed defeasance. Moody's is not expressing any opinion as
to whether this change has, or could have, other noncredit related
effects that may have a detrimental impact on the interests of
note holders and/or counterparties.

The last rating action for Credit Suisse First Boston Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-
C5 was taken on November 20, 2012. 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.

On November 20, 2012, Moody's affirmed the ratings of 18 classes
of Credit Suisse First Boston Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C5 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

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

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. A-1-A, Affirmed at Aaa (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. A-J, Affirmed at Aa2 (sf); previously on Dec 17, 2010
Downgraded to Aa2 (sf)

Cl. B, Affirmed at A2 (sf); previously on Dec 17, 2010 Downgraded
to A2 (sf)

Cl. C, Affirmed at Baa1 (sf); previously on Dec 17, 2010
Downgraded to Baa1 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Dec 17, 2010
Downgraded to Baa3 (sf)

Cl. E, Affirmed at Ba2 (sf); previously on Dec 17, 2010 Downgraded
to Ba2 (sf)

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

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

Cl. H, Affirmed at Caa2 (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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


CWABS INC: Moody's Reviews Ratings on $46MM of RMBS Issues
----------------------------------------------------------
Moody's Investors Service has placed on review direction uncertain
the ratings of 14 tranches from six CWABS transactions backed by
closed end second lien loans issued in 2002 and 2004.

Complete rating actions are as follows:

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2002-S1

Cl. A-4, Baa1 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa1 (sf)

Cl. A-5, Baa1 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa1 (sf)

Cl. M-1, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Cl. M-2, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2002-S2

Cl. A-5, Baa1 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa1 (sf)

Cl. M-1, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Cl. M-2, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-S1

Cl. A-3, Baa3 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Confirmed at Baa3 (sf)

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2002-SC1

Cl. M-2, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Cl. B-1, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Issuer: CWABS, Inc., Asset-Backed Pass-Through Certificates,
Series 2002-S3

Cl. A-5, Baa1 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa1 (sf)

Underlying Rating: Baa1 (sf) Placed Under Review Direction
Uncertain; previously on Jun 25, 2012 Downgraded to Baa1 (sf)

Cl. M-1, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Cl. M-2, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Financial Guarantor: MBIA Insurance Corporation (Upgraded to B3,
Outlook Positive on May 21, 2013)

Issuer: CWABS, Inc., Asset-Backed Pass-Through Certificates,
Series 2002-S4

Cl. A-5, Baa2 (sf) Placed Under Review Direction Uncertain;
previously on Jun 25, 2012 Downgraded to Baa2 (sf)

Ratings Rationale:

This action is solely driven by Moody's announcement on August 22,
2013 that it has placed the senior unsecured debt rating of
Countrywide Home Loans, Inc. on review with direction uncertain.
Moody's expects to resolve these actions when final action is
taken on Countrywide Home Loans, Inc.

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

The transactions have the benefit of mortgage insurance and
Countrywide Home Loans (CHL) guarantees up to the maximum dollar
limits as specified in the original deal agreements. The ratings
take into consideration the two associated credit provider ratings
for each transaction, and may be higher than Moody's assessment of
the individual credit strength of either. The higher rating is the
result of the application of the joint probability-of-default
analysis, described in detail in Moody's Special Comment, "The
Incorporation of Joint-Default Analysis into Moody's Corporate,
Financial and Government Rating Methodologies," February 2005.
That analysis indicates that the rating on a jointly supported
obligation may be higher than that of either support provider
because the likelihood of joint default is typically less than the
probability of default of either support provider individually.
Moody's are also typically assuming an insurance rescission rate
of 20-40% for the transactions mentioned; any loss protection on
the mortgage pools that are rescinded by the mortgage insurers are
subject to any further available coverage provided by the CHL
guarantee agreements.

Moody's ratings on structured finance securities with corporate
guarantee are generally maintained at a level equal to the higher
of the following: a) the rating of the guarantor; or b) the
published or unpublished underlying rating.

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 July 2012 to 7.4% in July 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.


DUANE STREET IV: Moody's Affirms Ba1, Ba3 Ratings on Two Classes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Duane Street CLO IV, Ltd.:

$412,500,000 Class A-1T Senior Floating Rate Notes Due November
15, 2021 (current outstanding balance of $400,797,140), Upgraded
to Aaa (sf); previously on September 1, 2011 Upgraded to Aa1 (sf);

$150,000,000 Class A-1R Senior Revolving Floating Rate Notes Due
November 15, 2021, (current outstanding balance of $145,744,414),
Upgraded to Aaa (sf); previously on September 1, 2011 Upgraded to
Aa1 (sf);

$37,500,000 Class B Floating Rate Notes Due November 15, 2021,
Upgraded to Aa1 (sf); previously on September 1, 2011 Upgraded to
A1 (sf);

$40,000,000 Class C Mezzanine Floating Rate Notes Due November 15,
2021, Upgraded to A2 (sf); previously on September 1, 2011
Upgraded to Baa1 (sf).

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

$35,000,000 Class D Mezzanine Floating Rate Notes Due November 15,
2021, Affirmed Ba1 (sf); previously on September 1, 2011 Upgraded
to Ba1 (sf);

$20,000,000 Class E Mezzanine Floating Rate Notes Due November 15,
2021, Affirmed Ba3 (sf); previously on September 1, 2011 Upgraded
to Ba3 (sf).

Ratings Rationale:

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

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $704.2 million, defaulted par of $31.4
million, a weighted average default probability of 20.6% (implying
a WARF of 2807), a weighted average recovery rate upon default of
48.8%, a diversity score of 68, and a weighted average spread
(WAS) of 3.5%. 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 IV, Ltd. issued in August 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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% (2246)

Class A-1T: 0

Class A-1R: 0

Class B: +1

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3368)

Class A-1T: -1

Class A-1R: -1

Class B: -2

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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

3) Post-Reinvestment Period Trading: Subject to certain
requirements, the deal is allowed to reinvest certain proceeds
after the end of the reinvestment period, and as such the manager
has the flexibility to deteriorate some collateral quality metrics
to the covenant levels.

4) Weighted average spread: The notes' ratings are sensitive to
the portfolio WAS. In consideration of an observed recent
deterioration in the deal's WAS, Moody's tested for a possible
reduction of the actual WAS in its analysis.


EXETER AUTOMOBILE 2013-2: S&P Rates Cl. D Notes Prelim. 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Exeter Automobile Receivables Trust 2013-2's
$500.00 million automobile receivables-backed notes series 2013-2.

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

The preliminary ratings are based on information as of Sept. 9,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

   -- The availability of approximately 48.94%, 40.87%, 34.39%,
      and 24.76% credit support for the class A, B, C, and D
      notes, respectively, based on stressed cash flow scenarios
      (including excess spread), which provide coverage of more
      than 2.55x, 2.10x, 1.60x, and 1.30x our 17.0%-18.0%
      expected cumulative net loss.

   -- The timely interest and principal payments made to the
      preliminary rated notes by the assumed legal final maturity
      dates under stressed cash flow modeling scenarios that S&P
      believes is appropriate for the assigned preliminary
      ratings.

   -- S&P's expectation that under a moderate ('BBB') stress
      scenario, all else being equal, its ratings on the class A,
      B, and C notes would remain within one rating category of
      its preliminary 'AA (sf)', 'A (sf)', and 'BBB (sf)'
      ratings, respectively, during the first year; and S&P's
      ratings on the class D notes would remain within two rating
      categories of its preliminary 'BB (sf)' rating.  These
      potential rating movements are consistent with S&P's credit
      stability criteria, which outline the outer bound of credit
      deterioration as a one-category downgrade within the first
      year for 'AA' rated securities and a two-category downgrade
      within the first year for 'A' through 'BB' rated securities
      under the moderate stress conditions.

   -- The collateral characteristics of the subprime automobile
      loans securitized in this transaction.

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

   -- The transaction's legal structure.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com/1793.pdf

PRELIMINARY RATINGS ASSIGNED

Exeter Automobile Receivables Trust 2013-2


Class    Rating       Type          Interest           Amount
                                    rate          (mil. $)(i)
A        AA (sf)      Senior        Fixed              317.71
B        A (sf)       Subordinate   Fixed               67.71
C        BBB (sf)     Subordinate   Fixed               48.17
D        BB (sf)      Subordinate   Fixed               66.41

(i) The interest rates and actual sizes of these tranches will
     be determined on the pricing date.


EXETER FINANCE 2013-2: DBRS Assigns (P)BBsf Ratings on D Notes
--------------------------------------------------------------
DBRS Inc. has assigned provisional ratings to the following
classes issued by Exeter Finance Automobile Receivables Trust
2013-2:

- Series 2013-2 Notes, Class A rated AAA (sf)
- Series 2013-2 Notes, Class B rated 'A' (sf)
- Series 2013-2 Notes, Class C rated BBB (sf)
- Series 2013-2 Notes, Class D rated BB (sf)


FRASER SULLIVAN: Moody's Hikes Rating on Cl. E-2 Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Fraser Sullivan CLO I Ltd.:

$31,000,000 Class C Senior Secured Deferrable Floating Rate Notes
Due March 15, 2020, Upgraded to Aa1 (sf); previously on February
7, 2013 Upgraded to Aa3 (sf);

$22,800,000 Class D-1 Senior Secured Deferrable Floating Rate
Notes Due March 15, 2020, Upgraded to Baa2 (sf); previously on
February 7, 2013 Upgraded to Baa3 (sf);

$10,200,000 Class D-2 Senior Secured Deferrable Fixed Rate Notes
Due March 15, 2020, Upgraded to Baa2 (sf); previously on February
7, 2013 Upgraded to Baa3 (sf);

$10,200,000 Class E-1 Senior Secured Deferrable Floating Rate
Notes Due March 15, 2020, Upgraded to Ba2 (sf); previously on
February 7, 2013 Affirmed Ba3 (sf);

$4,800,000 Class E-2 Senior Secured Deferrable Fixed Rate Notes
Due March 15, 2020, Upgraded to Ba2 (sf); previously on February
7, 2013 Affirmed Ba3 (sf); and

$15,000,000 Composite Obligations Due March 15, 2020 (current
rated balance of $7,620,637), Upgraded to Aa3 (sf); previously on
February 7, 2013 Upgraded to A2 (sf).

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

$50,000,000 Class A-1 Senior Secured Floating Rate Revolving Notes
Due March 15, 2020 (current outstanding balance of $17,590,527),
Affirmed Aaa (sf); previously on February 7, 2013 Affirmed Aaa
(sf);

$298,000,000 Class A-2 Senior Secured Floating Rate Term Notes Due
March 15, 2020 (current outstanding balance of $104,839,543),
Affirmed Aaa (sf); previously on February 7, 2013 Affirmed Aaa
(sf); and

$32,000,000 Class B Senior Secured Floating Rate Notes Due March
15, 2020, Affirmed Aaa (sf); previously on February 7, 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 last rating action in February 2013. Moody's notes that the
Class A Notes have been paid down by approximately 46.6% or $106.9
million since the last rating action. Based on the latest trustee
report dated August 1, 2013, the Class A/B, Class C, Class D and
Class E overcollateralization ratios are reported at 166.9%,
139.0%, 118.0% and 110.4%, respectively, versus January 2013
levels of 140.6%, 125.7%, 112.9% and 107.9%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the August 2013 trustee
report, the weighted average rating factor is currently 2686
compared to 2557 in January 2013.

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 $238 million, defaulted par of $10 million, a
weighted average default probability of 21.04% (implying a WARF of
3104), a weighted average recovery rate upon default of 50.08%,
and a diversity score of 35. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Fraser Sullivan CLO I 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. The methodology used in rating the Composite Obligation
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% (2483)

A-1: 0

A-2: 0

B: 0

C: +1

D-1: +2

D-2: +2

E-1: +1

E-2: +1

Composite Obligation: +2

Moody's Adjusted WARF + 20% (3725)

A-1: 0

A-2: 0

B: 0

C: -1

D-1: -1

D-2: -1

E-1: -1

E-2: -1

Composite Obligation: -2

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

Sources of additional performance uncertainties:

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

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


GE COMMERCIAL 2004-C3: Moody's Affirms C Ratings on 2 Certs.
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed 12 classes of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2004-C3 as
follows:

Cl. A-4, Affirmed Aaa (sf); previously on Aug 19, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Aug 19, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Oct 13, 2011 Upgraded to
Aaa (sf)

Cl. C, Upgraded to Aaa (sf); previously on Oct 13, 2011 Upgraded
to Aa1 (sf)

Cl. D, Upgraded to Aa2 (sf); previously on Oct 13, 2011 Upgraded
to A1 (sf)

Cl. E, Upgraded to A1 (sf); previously on Aug 19, 2004 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed Baa2 (sf); previously on Nov 11, 2010 Downgraded
to Baa2 (sf)

Cl. G, Affirmed Ba2 (sf); previously on Nov 11, 2010 Downgraded to
Ba2 (sf)

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

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

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

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

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

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

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

Ratings Rationale:

The upgrades of the three P&I bonds are due to increased credit
support resulting from paydowns and amortization as well as
expected paydowns of maturing defeased loans.

The affirmations of the investment grade P&I bonds are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the Herfindahl
Index (Herf), remaining within acceptable ranges. The ratings of
the below investment grade P&I bonds are consistent with Moody's
expected loss and thus are affirmed. The rating of the IO Classes,
Class X-1, is consistent with the credit performance of its
referenced classes and thus is 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 enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

Moody's rating action reflects a base expected loss of 4.6% of the
current pooled balance compared to 3.9% at last review. The deal
has experienced $27.5 million of realized losses. Moody's base
expected loss plus realized losses is 4.2% of the original pooled
balance, compared to 3.9% at last review.

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 35 compared to 38 at Moody's prior review.

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

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

Deal Performance:

As of the August 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 53% to $646.4
million from $1.4 billion at securitization. The Certificates are
collateralized by 81 mortgage loans ranging in size from less than
1% to 7.5% of the pool, with the top ten loans (excluding
defeasance) representing 36% of the pool. The pool includes one
loan with an investment-grade credit assessment, representing 7.5%
of the pool. There are nine defeased loans representing 15% of the
pool balance.

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

Twelve loans have been liquidated from the pool, resulting in a
realized loss of $27.5 million (15.8% loss severity). There is
currently one loan, representing 2% of the pool, in special
servicing. The specially serviced exposure is the Newsome Park
Loan ($13.9 million -- 2.2% of the pool). The loan is secured by a
650 unit multifamily property located in Newport News, Virginia.
The property was 47% occupied as of July 2013. The special
servicer indicated its intent to stabilize and sell the property
in the fourth quarter of 2015.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 12% of the pool. Moody's has
estimated a $22.8 million loss (25% expected loss) from the
specially serviced and troubled loans.

Moody's was provided with full year 2012 operating results for 95%
of the pool balance. Excluding specially serviced and troubled
loans, Moody's weighted average conduit LTV is 71%. Moody's net
cash flow reflects a weighted average haircut of 10.3% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.59X and 1.44X, respectively.
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 731 Lexington Avenue Loan
($48.2 million -- 7.5% of the pool), which represents a
participation interest in a $229.4 million senior mortgage loan.
The loan is secured by a 690,000 square foot office condominium
located within the East Side office submarket of Midtown
Manhattan. The property is 100% leased to Bloomberg, L.P. through
February 2029. The property is also encumbered by an $86 million
B-Note, which is held outside the trust. Moody's credit assessment
and stressed DSCR are A3 and 2.44X, respectively, compared to A3
and 2.35X at last review.

The top three conduit loans represent 13% of the pool balance. The
largest loan is the Sun Communities Portfolio 5 Loan ($36.5
million -- 5.6% of the pool), which is secured by six manufactured
housing communities. The communities are located in Florida,
Michigan, Ohio, and Texas. The portfolio was 79% leased as of
March 2013 compared to 77% at Moody's last review. Moody's current
LTV and stressed DSCR are 62% and 1.54X, respectively, compared to
76% and 1.24X at last review.

The second largest loan is the West Village Retail Loan ($24.7
million -- 3.8% of the pool), which is secured by a 123,000 square
foot retail property in Dallas, Texas. The property, located one
mile north of the Dallas CBD, was 96% leased of March 2013
compared to 100% as at year end 2012. The occupants include
upscale clothing, restaurants and a movie theatre. Moody's current
LTV and stressed DSCR are 73% and 1.33X, respectively, compared to
84% and 1.16X at last review.

The third largest loan is the 180 Livingston Street Loan ($22.9
million -- 3.5% of the pool). The loan is secured by a five-story
office property located in downtown Brooklyn, New York. The
property is 75% leased through 2023 to the New York City
Metropolitan Transportation Authority. A lease was recently signed
by Brooklyn Defenders which will bring the occupancy to 100%. The
property does not have any roll over until 2023. Moody's current
LTV and stressed DSCR are 96% and 1.08X respectively, compared to
105% and 0.98X at last review.


GMAC COMMERCIAL 2003-C3: Moody's Hikes Rating on Cl. J Debt to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded the CMBS ratings of six classes
and affirmed seven classes of GMAC Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-
C3 as follows:

Cl. A-4, Affirmed Aaa (sf); previously on May 14, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Feb 27, 2007 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aaa (sf); previously on Aug 23, 2012 Upgraded to
Aaa (sf)

Cl. D, Upgraded to Aaa (sf); previously on Aug 23, 2012 Upgraded
to Aa2 (sf)

Cl. E, Upgraded to Aaa (sf); previously on Aug 23, 2012 Upgraded
to A1 (sf)

Cl. F, Upgraded to A1 (sf); previously on Aug 23, 2012 Upgraded to
Baa2 (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on May 14, 2004 Definitive
Rating Assigned Aaa (sf)

Cl. G, Upgraded to Baa2 (sf); previously on Oct 27, 2011 Upgraded
to Ba3 (sf)

Cl. H, Upgraded to Ba1 (sf); previously on Oct 27, 2011 Upgraded
to B2 (sf)

Cl. J, Upgraded to B2 (sf); previously on Oct 27, 2011 Upgraded to
Caa1 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Oct 27, 2011 Upgraded to
Caa3 (sf)

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

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

Ratings Rationale:

The upgrades are due to an increase in credit support from loan
payoffs and amortization. The deal has paid down 50% since last
review without an increase in realized losses.

The affirmations to Classes A-4 through C are due to key
parameters, including Moody's loan to value (LTV) ratio, Moody's
stressed DSCR and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for Classes A-4 through C are
sufficient to maintain their current ratings.

Classes K and L are affirmed because the classes' current ratings
reflects Moody's expected losses for those classes.

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

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 rating action reflects a cumulative base expected loss of
2.6% of the current pooled balance compared to 2.2% at last
review. The deal has paid down by 50% since last review without an
increase in realized losses. Moody's base expected loss plus
realized losses is now 4.0% of the original pooled balance
compared to 4.5% at last review.

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

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

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

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

Moody's 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 12, compared to 19 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.

Deal Performance:

As of the August 12, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 73% to $375
million from $1.3 billion at securitization. The Certificates are
collateralized by 34 mortgage loans ranging in size from less than
1% to 15% of the pool, with the top ten loans representing 59% of
the pool. Five loans, representing 18% of the pool, have been
defeased and are collateralized with U.S. Government Securities.

Ten loans, representing 23% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Six loans have been liquidated at a loss from the pool, resulting
in an aggregate realized loss of $44 million (32% average loss
severity). Four loans, representing 10% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Geneva Commons Loan ($23 million -- 6.5% of the pool), which
represents a pari passu interest in a $40 million first mortgage.
The loan transferred to special servicing in May 2013 due to
maturity default. The collateral is a lifestyle center located in
the Chicago, Illinois suburb of Geneva. The property is 92% leased
as of March 2013. The collateral is under contract for an amount
that would be sufficient to repay the loan in full.

The servicer has not recognized an appraisal reduction for any of
the four specially serviced loans. Moody's has estimated a $2.3
million loss (23% expected loss) for one of the four specially
serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 1% of the pool and has estimated a
$500 thousand loss (20% expected loss based on a 50% probability
default) from this troubled loans.

Moody's was provided with full year 2011 and partial or full year
2012 operating results for 94% and 92% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 75%
compared to 77% at Moody's prior review. The conduit portion of
the pool excludes three of the specially serviced, the one
troubled, and five defeased 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 9.4%.

Moody's actual and stressed conduit DSCRs are 1.54X and 1.46X,
respectively, compared to 1.51X and 1.38X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The largest conduit loan is the Union Center Plaza V Loan ($54
million -- 15.1% of the pool), which is secured by a 250,000
square foot (SF) Class A office building located in the Capitol
Hill submarket of Washington, D.C. The property is 100% leased to
Group Hospitalization Medical Services through August 2023. First
Potomac Realty Trust acquired the asset in 2011 for $90 million,
which represents a 59% loan to cost. The loan matures in October
2013 and the borrower is working on a loan refinance. Moody's LTV
and stressed DSCR are 77% and 1.22X, respectively, compared to 81%
and 1.17X at last review.

The second largest conduit loan is the Valley Mall Loan ($38
million -- 10.6%), which is secured by a 540,000 SF mall located
in Union Gap, Washington. The property is 92.5% leased as of July
2013. The borrower informed the master servicer that it intends to
repay the loan by its November 2013 loan maturity. Moody's LTV and
stressed DSCR are 89% and 1.13X, respectively, compared to 85% and
1.18X at last review.

The third largest conduit loan is the Audubon Estates Loan ($23
million -- 6.5%), which is secured by a 701 unit manufactured
housing community located in Alexandria, Virginia. The property
was 97% leased as of March 2013. The borrower informed the master
servicer that it has secured a refinance sufficient to pay off the
loan in full. Closing is scheduled in early September. Moody's LTV
and stressed DSCR are 48% and 2.01X, respectively, compared to
51.2% AND 1.90X at last review.


GOLDENTREE LOAN V: Moody's Lifts Rating on Class E Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by GoldenTree Loan Opportunities V,
Limited:

$61,875,000 Class B Senior Secured Floating Rate Notes Due 2021,
Upgraded to Aa1 (sf); previously on August 26, 2011 Upgraded to
Aa3 (sf);

$43,125,000 Class C Senior Secured Deferrable Floating Rate Notes
Due 2021, Upgraded to A2 (sf); previously on August 26, 2011
Upgraded to A3 (sf);

$30,000,000 Class D Senior Secured Deferrable Floating Rate Notes
Due 2021, Upgraded to Baa2 (sf); previously on August 26, 2011
Upgraded to Baa3 (sf);

$33,750,000 Class E Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Ba1 (sf); previously on August 26, 2011 Upgraded
to Ba2 (sf).

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

$506,250,000 Class A Senior Secured Floating Rate Notes Due 2021,
Affirmed Aaa (sf); previously on August 26, 2011 Upgraded to Aaa
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in October 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 relative to the covenant.
Moody's modeled a WARF of 2766 compared to the covenant of 3167.

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 $731.2 million, defaulted par of $13.4
million, a weighted average default probability of 19.98%
(implying a WARF of 2766), a weighted average recovery rate upon
default of 50.93%, and a diversity score of 49. 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.

GoldenTree Loan Opportunities V, Limited, issued in September
2007, is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (2213)

Class A: 0

Class B: +1

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3320)

Class A: 0

Class B: -1

Class C: -2

Class D: -2

Class E: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and
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) 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.


GRAMERCY REAL 2005-1: Moody's Affirms Caa3 Ratings on 2 Secs.
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of 11 classes
of notes issued by Gramercy Real Estate CDO 2005-1, Ltd. The
affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation and
collateralized loan obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Apr 7, 2009 Confirmed at
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Apr 7, 2009 Confirmed at
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Nov 15, 2011 Upgraded to
Aa2 (sf)

Cl. C, Affirmed Baa1 (sf); previously on Nov 15, 2011 Upgraded to
Baa1 (sf)

Cl. D, Affirmed Ba1 (sf); previously on Nov 17, 2010 Downgraded to
Ba1 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Nov 17, 2010 Downgraded to
Ba2 (sf)

Cl. F, Affirmed B1 (sf); previously on Nov 17, 2010 Downgraded to
B1 (sf)

Cl. G, Affirmed B3 (sf); previously on Nov 17, 2010 Downgraded to
B3 (sf)

Cl. H, Affirmed Caa2 (sf); previously on Nov 17, 2010 Downgraded
to Caa2 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Nov 17, 2010 Downgraded
to Caa3 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Ratings Rationale:

Gramercy Real Estate CDO 2005-1, Ltd. is a static cash transaction
backed by a portfolio of: i) whole loans and senior participations
(46.4% of the pool balance); ii) commercial mortgage backed
securities (CMBS) (33.5%); iii) B-note debt (9.9%); iv) mezzanine
debt (9.8%); and v) rake bonds (0.4%). As of the July 31, 2013
trustee monthly report date, the aggregate note balance of the
transaction, including preferred shares, has decreased to $580.7
million from $1.0 billion at issuance, as a result of the
combination of junior notes cancellation to class E, class F,
class G, and class H notes and of the paydown directed to the
senior most class of notes resulting from principal repayment of
collateral and sales of defaulted collateral. In general, holding
all key parameters static, the junior note cancellations results
in slightly higher expected losses and longer weighted average
lives on the senior Notes, while producing slightly lower expected
losses on the mezzanine and junior Notes. However, this does not
cause, in and of itself, a downgrade or upgrade of any outstanding
classes of notes.

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 5,704
compared to 5,572 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (8.4% compared to 10.4% at last
review), A1-A3 (9.4% compared to 4.0% at last review), Baa1-Baa3
(2.4% compared to 5.4% at last review), Ba1-Ba3 (2.2% compared to
9.6% at last review), B1-B3 (8.3% compared to 6.6% at last
review), and Caa1-Ca/C (69.3% compared to 64.0% at last review).

Moody's modeled to a WAL of 2.5 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 32.8% compared to 37.6% at last
review.

Moody's modeled a MAC of 9.7% compared to 8.4% 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 32.8% to 22.8% or up to 42.8% would result in rating
movements on the rated tranches of 0 to 5 notches downward or 0 to
7 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 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.


GRAMERCY REAL 2006-1: Moody's Affirms Caa3 Ratings on 7 Secs.
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of 11 classes
of notes issued by Gramercy Real Estate CDO 2006-1, Ltd. The
affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation and
collateralized loan obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Apr 7, 2009 Confirmed at
Aaa (sf)

Cl. A-2, Affirmed Baa3 (sf); previously on Nov 17, 2010 Downgraded
to Baa3 (sf)

Cl. B, Affirmed Caa1 (sf); previously on Nov 17, 2010 Downgraded
to Caa1 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Apr 7, 2009 Downgraded to
Caa2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. E, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. F, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. G, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. H, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Apr 7, 2009 Downgraded to
Caa3 (sf)

Ratings Rationale:

Gramercy Real Estate CDO 2006-1, Ltd. is a static cash transaction
backed by a portfolio of: i) whole loans and senior participations
(64.0% of the pool balance); ii) commercial mortgage backed
securities (CMBS) (19.9%); iii) B-note debt (9.8%); iv) mezzanine
debt (3.2%); and v) CRE CDO bonds (3.1%). As of the July 31, 2013
trustee monthly report date, the aggregate note balance of the
transaction, including preferred shares, has decreased to $689.8
million from $1.0 billion at issuance, as a result of the
combination of junior notes cancellation to class C, class D,
class E, class F, and class G notes and of the paydown directed to
the senior most class of notes resulting from principal repayment
of collateral and sales of defaulted collateral. In general,
holding all key parameters static, the junior note cancellations
results in slightly higher expected losses and longer weighted
average lives on the senior Notes, while producing slightly lower
expected losses on the mezzanine and junior Notes. However, this
does not cause, in and of itself, a downgrade or upgrade of any
outstanding classes of notes.

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 5,584
compared to 5,992 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (2.3% compared to 1.9% at last
review), A1-A3 (1.6% compared to 1.5% at last review), Baa1-Baa3
(4.2% compared to 3.6% at last review), Ba1-Ba3 (3.4% compared to
2.5% at last review), B1-B3 (19.6% compared to 13.8% at last
review), and Caa1-Ca/C (68.9% compared to 76.7% at last review).

Moody's modeled to a WAL of 2.5 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 36.1% compared to 35.3% at last
review.

Moody's modeled a MAC of 15.1% compared to 19.3% at last review.

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

The cash flow model, CDOEdge v3.2.1.2, released on May 16, 2013,
was used to analyze the cash flow waterfall and its effect on the
capital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. 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 36.1% to 26.1% or up to 46.1% would result in rating
movements on the rated tranches of 0 to 3 notches downward or 0 to
7 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 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.


JERSEY STREET: Moody's Lifts Rating on Cl. D Notes From Ba1
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Jersey Street CLO, Ltd.:

$14,000,000 Class B Senior Secured Floating Rate Notes Due October
20, 2018, Upgraded to Aaa (sf); previously on July 15, 2013
Upgraded to Aa1 (sf) and Placed Under Review for Possible Upgrade;

$20,250,000 Class C Secured Deferrable Floating Rate Notes Due
October 20, 2018 , Upgraded to A2 (sf); previously on July 15,
2013 Baa1 (sf) Placed Under Review for Possible Upgrade;

$11,250,000 Class D Secured Deferrable Floating Rate Notes Due
October 20, 2018 , Upgraded to Baa3 (sf); previously on July 15,
2013 Ba1 (sf) Placed Under Review for Possible Upgrade.

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

$236,000,000 Class A Senior Secured Floating Rate Notes Due
October 20, 2018 (current outstanding balance of $120,271,606),
Affirmed Aaa (sf); previously on August 4, 2011 Upgraded to Aaa
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
September 2012. Moody's notes that the Class A Notes have been
paid down by approximately 49% or $115.7 million since September
2012. Based on the latest trustee report dated August 21, 2013 the
Class A/B, Class C and Class D overcollateralization ratios are
reported at 138.0%, 119.9% and 111.8%, respectively, versus
September 2012 levels of 121.5%, 112.37% and 107.9%, 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
Notes, Class C Notes and Class D 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 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 $181.2 million, defaulted par of $4.5 million,
a weighted average default probability of 16.21% (implying a WARF
of 2559), a weighted average recovery rate upon default of 53.5%,
and a diversity score of 52. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Jersey Street CLO, Ltd., issued in September 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% (2047)

Class A: 0

Class B: 0

Class C: +3

Class D: +2

Moody's Adjusted WARF + 20% (3071)

Class A: 0

Class B: 0

Class C: -2

Class D: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will 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. Alternatively, however, the issuer's
election to reinvest certain principal or sale proceeds could
result in pushing back the timing of principal receipts.

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) 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.


JP MORGAN 1998-C6: S&P Affirms 'B+' Rating on Cl. F Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+ (sf)' rating
on the class F commercial mortgage pass-through certificates from
JPMorgan Commercial Mortgage Finance Corp. Series 1998-C6, a U.S.
commercial mortgage-backed securities (CMBS) transaction.

The affirmed rating on class F follows S&P's analysis of the
transaction, primarily using its criteria for rating U.S. and
Canadian CMBS transactions.  S&P's analysis included a review of
the credit characteristics and performance of the remaining assets
in the trust, the transaction structure, and the liquidity
available to the trust.  The affirmation reflects S&P's
expectation that the available credit enhancement for the class
will be within its estimate of the necessary credit enhancement
required for the current outstanding rating as well as the credit
characteristics and performance of the remaining assets and
transaction-level changes.

While the available credit enhancement levels may suggest positive
rating movements on class F, S&P's analysis also considered its
view on available liquidity support, the potential for additional
interest shortfalls, and risks associated with the sole asset with
the special servicer: the Court at Deptford I real estate owned
(REO) asset ($27.8 million, 63.7%).

Using servicer-provided financial information, S&P calculated a
Standard & Poor's adjusted debt service coverage (DSC) of 2.04x
and a Standard & Poor's loan-to-value (LTV) ratio of 20.6% for
seven of the eight remaining assets in the pool.  The DSC and LTV
calculations exclude the specially serviced asset ($27.8 million,
63.7%), the details of which appear below.

As of the Aug. 15, 2013 trustee remittance report, the collateral
pool had a trust balance of $32.5 million, down from
$796.4 million at issuance.  The pool consists of seven loans and
one REO asset, down from 91 loans at issuance.  To date, the
transaction has experienced losses totaling $18.6 million (2.2% of
the transaction's original pooled certificate balance).  While the
largest asset in the pool is with the special servicer, the
Northgate Apartments loan ($386,659; 1.1%) is on the master
servicer's watchlist due to a low reported DSC.  The loan, secured
by a 42-unit multifamily apartment complex in Tucker, Ga., had a
reported DSC of 1.06x as of year-end 2012, primarily because of
high operating expenses.  According to the June 30, 2013, rent
roll, the property was 90.5% occupied.

The Court at Deptford I REO asset ($27.8 million, 63.7%) consists
of a 361,945-sq.-ft. retail property in Woodbury, N.J.  The asset
has a total reported exposure of $31.3 million.  The loan was
transferred to the special servicer--CWCapital Asset Management
LLC (CWCapital)--on Feb. 20, 2009, due to imminent default.  The
property became REO on May 30, 2012.  CWCapital stated that it is
evaluating various liquidation strategies and plans to market the
property for sale by the end of 2013.  The reported DSC and
occupancy for year-end 2012 were 0.38x and 34.7%, respectively.
An appraisal reduction amount of $17.0 million is in effect for
this asset.  S&P expects a significant loss upon the eventual
resolution of this asset.

As it relates to the above asset resolution, S&P considered a
minimal loss to be less than 25%, a moderate loss to be between
26% and 59%, and a significant loss to be 60% or greater.

         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


JP MORGAN 1999-PLS1: S&P Withdraws 'BB+' Rating on Class H Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
J commercial mortgage pass-through certificates from JPMorgan
Commercial Mortgage Finance Corp.'s series 1999-PLS1, a U.S.
commercial mortgage-backed securities (CMBS) transaction, to 'AA+
(sf)' from 'B+ (sf)'.  Additionally, S&P withdrew its 'BB+ (sf)'
rating on the class H certificates from the same transaction.

The upgrade on class J follows S&P's analysis of the transaction,
primarily using its criteria for rating U.S. and Canadian CMBS
transactions.  S&P's analysis included a review of the credit
characteristics and performance of all of the remaining loans in
the pool, the transaction structure, and the liquidity available
to the trust.

The upgrade reflects Standard & Poor's expected available credit
enhancement for the affected tranche, which S&P believes is
greater than its most recent estimate of necessary credit
enhancement for the respective rating level.  The upgrade also
reflects S&P's view regarding the current and future performance
of the transaction's collateral, the deleveraging of the trust
balance, and historical interest shortfalls.

In addition, S&P withdrew its 'BB+ (sf)' rating on the class H
certificates after the class' principal balance was repaid in
full, as detailed in the Aug. 15, 2013, trustee remittance report.

Using servicer-provided financial information, S&P calculated a
Standard & Poor's-adjusted debt service coverage (DSC) of 1.60x
and a Standard & Poor's loan-to-value ratio of 34.2% for the six
remaining loans in the pool.

As of the Aug. 15, 2013, trustee remittance report, the collateral
pool consisted of six loans with an aggregate principal balance of
$9.5 million, down from 65 loans with an aggregate principal
balance of $211.9 million at issuance.  There are currently no
loans reported with the special servicer, LNR Partners LLC, or on
the master servicer's watchlist.  The largest loan in the pool is
the United Artist Theater - Farmingdale loan ($4.6 million,
48.1%).  The loan is secured by a 44,573-sq.-ft. retail property
in Farmingdale, N.Y.  According to the June 30, 2013, rent roll,
the property is 100% occupied and the largest tenant, comprising
96.0% of the gross leasable area, is U.A. Theatre Circuit Inc.,
which has a Dec. 31, 2018, lease expiration.  The reported DSC was
1.98x for year-end 2012.

          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


JP MORGAN 2000-C10: Moody's Lifts Rating on Cl. F Certs From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed three classes of J.P. Morgan Commercial Mortgage Finance
Corp., Commercial Mortgage Pass-Through Certificates, Series 2000-
C10, as follows:

Cl. E, Affirmed Aaa (sf); previously on Dec 9, 2011 Upgraded to
Aaa (sf)

Cl. F, Upgraded to Baa1 (sf); previously on Oct 24, 2012
Downgraded to Ba1 (sf)

Cl. G, Affirmed C (sf); previously on Oct 24, 2012 Downgraded to C
(sf)

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

Ratings Rationale:

The upgrade of Class F is due to increased credit support
resulting from pay downs and amortization as well as expected
further paydowns from defeasance and a loan approaching maturity
that is well positioned for refinance.

The affirmation of Class E is due to key parameters, including
Moody's loan to value (LTV) ratio, Moody's stressed debt service
coverage ratio (DSCR) and the Herfindahl Index (Herf), remaining
within acceptable ranges. The rating of Class G is consistent with
Moody's expected loss and thus is 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 the IO Class, Class X, is consistent with the credit
performance of its referenced classes and is therefore affirmed.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

Moody's rating action reflects a base expected loss of 0.9% of the
current balance. At last review, Moody's base expected loss was
25.4% due to anticipated losses from loans in special servicing
and troubled loans. Realized losses accounted for 7.6% of the
original balance at last review compared to 8.4% currently.
Moody's base expected loss plus realized losses is now 8.5% of the
original pooled balance compared to 8.8% at last review.

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

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 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 5 compared to 8 at last review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel based Large Loan Model v 8.5 and then reconciles and weights
the results from 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.

Deal Performance:

As of the August 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $21.7
million from $740.1 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from 2%
to 28% of the pool. There is one defeased loan, representing 13%
of the pool, which is backed by U.S. Government securities.

There are no loans on the watchlist or in special servicing at
this time. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of its ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.

Thirty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $62.4 million (45% loss severity on
average).

At last review, there were concerns that the pool would continue
to experience interest shortfalls and that interest shortfalls
could increase due to high exposure to specially serviced loans.
Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal entitlement
reductions (ASERs), loan modifications and extraordinary trust
expenses. Since last review, there are no longer any loans in
special servicing or on the watchlist. Consequently, interest
shortfall concerns have been allayed due to stronger pool
performance.

Moody's was provided with full year 2011 and 2012 operating
results for 98% and 92%, respectively, of the pool's loans.
Moody's weighted average LTV is 51% compared to 50% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 12% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 10.5%.

Moody's actual and stressed DSCRs are 1.41X and 2.61X,
respectively, compared to 1.27X and 2.36X 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 36% of the pool. The largest
loan is the Pavilion East Loan ($6.0 million -- 27.8% of the
pool), which is secured by a 171,969 square foot (SF) anchored
retail center located in Richardson, Texas. Major tenants include
Richardson Bike Mart (20% of the NRA -- lease expiration December
31, 2017), Sprouts Grocers (17% of the NRA -- lease expiration
October 2016) and TJ Maxx (17% of the NRA - lease expiration
October 2016). Spouts Grocers and TJ Maxx sublease their space
from Albertson's, a supermarket retailer, which vacated the
property in 2006. The property was 93% leased as of December 2012
compared to 94% at last review. Property financial performance has
increased and the loan has amortized 45% since securitization.
Moody's LTV and stressed DSCR are 36% and 2.99X, respectively,
compared to 43% and 2.51X at last review.

The second largest loan is the Guest House Inn Loan ($3.2 million
-- 14.8% of the pool), which is secured by a 172-unit hotel
property located in Decatur, Georgia. The loan had been in special
servicing and was transferred back to the master servicer in April
2012. The second maturity extension option expires January 2014.
Property performance has increased and the most recent occupancy
was reported as 66%. The loan has been interest-only since the
2010 loan modification yet has amortized 17% since securitization.
Moody's LTV and stressed DSCR are 80% and 1.62X, compared to 126%
and 1.03X at last review.

The third largest performing loan is the Pavilion West Loan ($2.6
million -- 12.2% of the pool), which is secured by a 84,250 SF
retail center located in Dallas, Texas. The anchor tenant is 24
Hour Fitness (38% of the NRA -- lease expiration September 2016).
The property was 89% leased as of December 2012 compared to 87% at
last review. Property performance has been stable and the loan has
amortized 44% since securitization. Moody's LTV and stressed DSCR
are 30% and 3.93X, respectively, compared to 35% and 3.39X at last
review.


JP MORGAN 2003-CIBC6: Moody's Cuts Rating on Cl. N Certs to 'C'
---------------------------------------------------------------
Moody's Investors Service upgraded the CMBS ratings of three,
downgraded two and affirmed nine classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2003-CIBC6 as follows:

Cl. A-2, Affirmed Aaa (sf); previously on Aug 13, 2003 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on Jul 9, 2007 Upgraded to
Aaa (sf)

Cl. C, Affirmed Aaa (sf); previously on Nov 3, 2011 Upgraded to
Aaa (sf)

Cl. D, Affirmed Aaa (sf); previously on Sep 21, 2012 Upgraded to
Aaa (sf)

Cl. E, Upgraded to Aaa (sf); previously on Sep 21, 2012 Upgraded
to Aa2 (sf)

Cl. F, Upgraded to A1 (sf); previously on Sep 21, 2012 Upgraded to
A2 (sf)

Cl. G, Upgraded to A3 (sf); previously on Sep 21, 2012 Upgraded to
Baa1 (sf)

Cl. H, Affirmed Ba1 (sf); previously on Aug 13, 2003 Definitive
Rating Assigned Ba1 (sf)

Cl. J, Affirmed Ba2 (sf); previously on Aug 13, 2003 Definitive
Rating Assigned Ba2 (sf)

Cl. K, Affirmed B2 (sf); previously on Jan 13, 2011 Downgraded to
B2 (sf)

Cl. L, Affirmed Caa1 (sf); previously on Jan 13, 2011 Downgraded
to Caa1 (sf)

Cl. M, Downgraded to Caa3 (sf); previously on Jan 13, 2011
Downgraded to Caa2 (sf)

Cl. N, Downgraded to C (sf); previously on Jan 13, 2011 Downgraded
to Caa3 (sf)

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

Ratings Rationale:

The upgrades are due to an increase in credit support from loan
payoffs and amortization. The deal has paid down 79% since last
review.

The downgrades to Classes M and N are due to an increase in
expected losses from specially serviced and troubled loans.

The affirmations to Classes A-2 through D and Classes H through K
are due to key parameters, including Moody's loan to value (LTV)
ratio, Moody's stressed DSCR and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for these classes are
sufficient to maintain their current ratings.

Classes L is affirmed because the current ratings reflects Moody's
expected losses for the class.

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

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 rating action reflects a cumulative base expected loss of
12.0% of the current pooled balance compared to 2.2% at last
review. The deal has paid down by 79% since last review with only
a small increase in realized losses. Moody's base expected loss
plus realized losses is now 2.7% of the original pooled balance
compared to 2.5% at last review.

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

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

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

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

Moody's 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 13, compared to 32 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.

Deal Performance:

As of the August 12, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 84% to $172
million from $1.04 billion at securitization. The Certificates are
collateralized by 30 mortgage loans ranging in size from less than
1% to 17% of the pool, with the top ten loans representing 69% of
the pool. Three loans, representing 5% of the pool, have been
defeased and are collateralized with U.S. Government Securities.

Twelve loans, representing 43% 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 at a loss from the pool, resulting
in an aggregate realized loss of $7.4 million (28% average loss
severity). Seven loans, representing 18% of the pool, are
currently in special servicing. The largest specially serviced
loan is the 2 Executive Plaza Loan ($8 million -- 4.4% of the
pool), which is secured by a 102,000 square foot (SF) office
building located in Cherry Hill, New Jersey. The loan transferred
to special servicing in January 2013 due to pending maturity
default. Foreclosure was filed in May 2013. The property was 79%
leased as of January 2013. The property's two largest tenants,
which together account for 46.5% of the net rentable area (NRA),
have vacated or are expected to vacate by the end of the end of
the year.

The servicer has recognized a $4.4 million aggregate appraisal
reduction for two of the seven specially serviced loans. Moody's
estimates an aggregate $14.5 million loss (47% average loss
severity) from six of the seven specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 9% of the pool and has estimated a
$3 million loss (20% expected loss based on a 50% probability
default) from this troubled loans.

Moody's was provided with full year 2011 and partial or full year
2012 operating results for 95% and 83% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 75%
compared to 73% at Moody's prior review. The conduit portion of
the pool excludes the specially serviced, troubled and defeased
loans. 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
9.5%.

Moody's actual and stressed conduit DSCRs are 1.43X and 1.48X,
respectively, compared to 1.55X and 1.47X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 36% of the pool
balance. The largest loan is the International Paper Office Loan
($29 million -- 17.1%), which is secured by a 214,000 SF office
building located in Memphis, Tennessee. The building is one of
three identically designed buildings that make up the
International Place office park. The collateral is 100% leased to
International Paper Company (senior unsecured rating Baa3, stable
outlook) through April 2017, which is three months before loan
maturity. International Paper has utilized the International Place
office park as its headquarters since 1987. The loan has amortized
16% since securitization. Moody's analysis is based on a lit/dark
analysis due to concerns about the property's single tenancy.
Moody's LTV and stressed DSCR are 88% and 1.14X, respectively,
compared to 90% and 1.11X at last review.

The second largest loan is the Shelbyville Road Plaza Loan ($19
million -- 11.2%), which is secured by a 250,000 SF community
shopping center located in Louisville, Kentucky. The property has
been on the watchlist since September 2009 due to tenant credit-
related vacancies. Linens-n-Things, Circuit City and Border's have
all vacated the property since December 2008. Together these
tenants originally leased 34% of the collateral's NRA. The
borrower was able to lease the vacated Linens-n-Things space to
Nike Factory Store, and the former Circuit City space to Nordstrom
Rack. The former Border's space remains vacant. The property is
85% leased as of March 2013 compared to 70% as of June 2012. The
loan is expected to be removed from the watchlist in the coming
months due to the improvement in occupancy. Moody's LTV and
stressed DSCR are 60% and 1.66X, respectively, compared to 66% and
1.51X at last review.

The third largest conduit loan is the Amazon Distribution Center
Loan ($13 million -- 7.6%), which is secured by a 589,000 SF
industrial property located in Fernley, Nevada. The center is
fully leased to Amazon (senior unsecured rating Baa1, stable
outlook) through August 2014. The lease and loan term are
coterminous. Moody's stressed the property's cash flow due to
concerns about the single tenant exposure. Moody's LTV and
stressed DSCR are 64% and 1.60X, respectively, compared to 58% and
1.78X at last review.


JP MORGAN 2006-CIBC17: Moody's Cuts Ratings on 6 Secs to 'C'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 13 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corporation, Series 2006-CIBC17 as follows:

Cl. A-SB, Affirmed Aaa (sf); previously on Feb 20, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Feb 20, 2007 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed A1 (sf); previously on Oct 18, 2012 Downgraded
to A1 (sf)

Cl. A-1A, Affirmed A1 (sf); previously on Oct 18, 2012 Downgraded
to A1 (sf)

Cl. A-M, Affirmed Ba1 (sf); previously on Oct 18, 2012 Downgraded
to Ba1 (sf)

Cl. A-J, Affirmed Caa1 (sf); previously on Oct 18, 2012 Downgraded
to Caa1 (sf)

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

Cl. B, Downgraded to Caa3 (sf); previously on Oct 18, 2012
Downgraded to Caa2 (sf)

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

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

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

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

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

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

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

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

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

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

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

Ratings Rationale:

The downgrades of the P&I classes are due to higher expected
losses for the pool resulting from 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. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

The downgrade of the IO class, Class X, is due to a decline in the
WARF of its referenced classes.

Moody's rating action reflects a base expected loss of
approximately 17.6% of the current deal balance. At last review,
Moody's base expected loss was approximately 15.9%. Moody's base
expected loss plus realized loss figure is 17.6% of the original,
securitized deal balance compared to 15.6% at Moody's 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.

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.62 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade underlying ratings 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 underlying rating
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 28 compared to a Herf of 28 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.

Deal Performance:

As of the August 12, 2013 statement date, the transaction's
aggregate certificate balance has decreased by 9% to $2.3 billion
from $2.5 billion at securitization. The Certificates are
collateralized by 136 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
47% of the pool.

Forty loans, representing 28% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Ten loans have liquidated from the pool, resulting in an aggregate
realized loss of $40.5 million (63% average loan loss severity).
Currently, 17 loans representing 21% of the pool are in special
servicing. The largest specially serviced loan is the Bank of
America Plaza Loan ($263 million -- 10.9%), which represents a
pari passu interest in a $363 million A-note. The collateral is a
1.25 million square foot office property located in Atlanta,
Georgia. The loan transferred to special servicing in February
2011 for imminent default. The property is currently real estate-
owned (REO).

The remaining 16 specially serviced loans are secured by a mix of
multifamily, office, industrial, retail and hotel property types.
The servicer has recognized an aggregate $228 million appraisal
reduction on 16 of the 17 specially serviced loans. Moody's
estimates an aggregate loss of approximately $274 million (55%
expected loss overall) for all of the specially serviced loans.

Moody's has assumed a high default probability for 30 poorly
performing loans representing 19% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $96 million loss
(20% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2012 and partial year 2013
operating results for 99% and 45% of the performing pool,
respectively. Excluding troubled and specially serviced loans,
Moody's weighted average LTV is 103%, compared to 109% at last
full 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 9.5%.

Excluding troubled and specially-serviced loans, Moody's actual
and stressed DSCRs are 1.38X and 1.03X, respectively, compared to
1.33X 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 top three performing conduit loans represent 20% of the pool
balance. The largest loan is the Heritage Portfolio Loan ($220
million -- 9.6%), f/k/a the Centro Heritage Portfolio Loan. In
June 2011 an affiliate of Blackstone acquired 585 community and
neighborhood shopping centers and related retail assets from
Centro Properties Group for approximately $9 billion. The 14 cross
defaulted and cross collateralized retail assets that secure the
Brixmor Heritage Portfolio Loan were part of the $9 billion
transaction. The collateral properties are located in 10 states
and have a weighted average occupancy of 93% as of March 2013.
Moody's LTV and stressed DSCR are 86% and 1.13X compared to 82%
and 1.17X at last review.

The second largest loan is the Residence Inn Times Square Loan
($130 million -- 5.6%), which is secured by a 357-room extended
stay hotel located in the Garment District of Manhattan. As of
December 2012, the property was 93% occupied compared to 92% at
last review. The loan is current but is on the watchlist for its
low DSCR. Moody's LTV and stressed DSCR are 121% and 0.96X as
compared to 124% and 0.93X at last review.

The third largest loan is the Westfield Shoppingtown Independence
Loan ($110 million -- 5% of the pool). The loan is secured by a
493,392 square foot regional mall located in Wilmington, North
Carolina. The property was 87% leased as of March 2013. Moody's
has identified this as a troubled loan because of its poor
performance. Moody's current LTV and stressed DSCR are 177% and
0.59X compared to 157% and 0.67X at last review.


JP MORGAN 2011-FL1: Moody's Affirms Ba2 Rating on Class MH Notes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five CMBS
classes and affirmed seven CMBS classes, including one non-pooled,
or rake class of JPMCC 2011-FL1 Floating Rate Commercial Pass-
Through Certificates as follows:

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

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

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

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

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

Cl. X-INA, Upgraded to A1 (sf); previously on Sep 21, 2012
Upgraded to A2 (sf)

Cl. X-INB, Upgraded to A1 (sf); previously on Sep 21, 2012
Upgraded to A2 (sf)

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

Cl. B, Upgraded to Aa1 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Upgraded to A1 (sf); previously on Nov 30, 2011 Definitive
Rating Assigned A2 (sf)

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

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

Ratings Rationale:

The upgrades of pooled P&I certificate Class B and Class C are due
to increased credit support from loan payoffs and partial loan pay
downs. The upgrades of notional balance IO Classes X-SPB, X-INA
and X-INB are due to the improved performance of the two reference
loans, the CBREI Office Portfolio Loan and the Investcorp Hotel
Portfolio Loan. The affirmations of P&I pooled certificate Class A
and Class D 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 affirmation of non-
pooled, or rake, Class MH is due to the stable performance of the
Manhattan Hotel Portfolio Loan. The affirmations of notional
balance IO Classes X-WAC and X-EXT are due to the ratings of the
reference certificates. The affirmations of notional balance IO
Classes X-OFP and X-MHP are due to the credit assessments of the
reference loans, the One Financial Place Loan and the Manhattan
Hotel Portfolio Loan, 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.

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.

Deal Performance:

As of the August 15, 2013 Payment Date the transaction's
certificate balance decreased by approximately 45% to $435.2
million from $784.0 million at securitization due to the full pay
off of the Brixmor California Retail Portfolio Loan and partial
loan pay downs of the CBREI Office Portfolio Loan and the
Investcorp Hotel Portfolio Loan.

Moody's weighed average pooled loan to value (LTV) ratio is 59%
compared to 62% at last review. Moody's pooled stressed DSCR is
1.96 compared to 1.68X at last review.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 2 compared to 4 at last review.

There are no losses to the trust and currently there are no
specially serviced loans.

The largest loan is the Manhattan Hotel Portfolio loan ($225.0
million -- 58% of the pooled balance), which is collateralized by
three cross collateralized hotels located in New York City. They
are the Sheraton Tribeca (369 rooms), the Element Times Square
(411 rooms) and the DoubleTree Financial District (399 rooms). All
three hotels were newly constructed and opened for business during
4Q 2010 and have not yet reached fully-stabilized performance.
Average revenue per available room (RevPAR) for the three hotels
has increased by 22% to $209 in calendar year 2012 over calendar
year 2011 and has increased 50% since securitization. The loan had
an initial maturity date in July 2013 and has three 1-year
extension options. Total debt includes a $45.0 million trust
junior component (Certificate Class MH) and $130.0 million of
subordinate mezzanine financing held outside the trust. Moody's
LTV is 63%, the same as at securitization. Moody's current credit
assessment is Baa3, the same as at securitization.

The One Financial Place loan ($90.0 million -- 23% of the pooled
balance) is collateralized by a 1.0 million square foot Class-A
office building located in the LaSalle Street sub market of
Chicago, Illinois. As of March 2013, the property was 73% leased
compared to 81% at securitization. The three largest tenants,
leasing about 27% of total net rentable area (NRA), are Merrill
Lynch, Pierce, Fenner & Smith (11%), CTC Holdings, L.P. (8%) and
Goldman Sachs Execution & Clearing (8%). Leases for these three
tenants expire in 2014, 2022 and 2023, respectively. MF Global
Inc. leased approximately 77,000 square feet at One Financial
Place. It declared bankruptcy in October 2011 and vacated in 2012
resulting in an increase in building vacancy from securitization.
Moody's accounted for the MF Global Bankruptcy in its analysis at
securitization. The loan had an initial maturity date in August
2013 and has three 1-year extension options. Total debt includes
$70.0 million of subordinate mezzanine financing held outside the
trust. Moody's LTV is 61% compared to 59% at securitization.
Moody's current credit assessment is Baa2, the same as at
securitization.

The Investcorp Hotel Portfolio Loan ($65.2 million -- 17%) is
collateralized by eight cross-collateralized full service hotel
properties containing a total of 2,096 keys located in eight
states - Pennsylvania, Texas, New Jersey, Minnesota, New York,
Massachusetts, California and Florida. The hotels are flagged
Marriott (1 property), Sheraton (1), Hilton (1) and Doubletree
(5). The loan balance has declined by 2.5% since securitization
due a partial loan prepayment and the release of the 168-key
Wyndham Las Colinas property that had negative cash flow at last
review and at securitization. RevPAR for calendar year 2012
increased 4% to $92 from $88 in 2011. Moody's LTV is 49% compared
to 51% at last review. Moody's current credit assessment is A1
compared to A2 at last review.


KVK CLO 2012-2: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on KVK CLO
2012-2 Ltd./KVK CLO 2012-2 LLC's $369.0 million floating-rate
notes following the transaction's effective date as of July 2,
2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

KVK CLO 2012-2 Ltd./KVK CLO 2012-2 LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     254.00
B                          AA (sf)                       49.00
C (deferrable)             A (sf)                        29.20
D (deferrable)             BBB (sf)                      19.20
E (deferrable)             BB (sf)                       17.60


LB-UBS COMMERCIAL 2004-C1: S&P Affirms CCC+ Rating on Cl. H Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
LB-UBS Commercial Mortgage Trust 2004-C1, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  In addition, S&P
affirmed its ratings on eight other classes from the same
transaction.

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

The upgrades on the class B and C certificates reflect S&P's
expected available credit enhancement for these classes, which S&P
believes is greater than its most recent estimate of necessary
credit enhancement for the most recent rating levels.  The raised
ratings also reflect S&P's views of the current and future
performance of the collateral supporting the transaction, as well
as the deleveraging of the trust balance.

The affirmations of S&P's ratings on the principal and interest
certificates reflect its 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 affirmations also reflect S&P's views of the
remaining assets' credit characteristics and performance, as well
as the transaction-level changes.

While available credit enhancement levels may suggest positive
rating movement on the class D, E, F, G, and H certificates, S&P
affirmed its ratings on these classes because its analysis also
considered the volume of nondefeased, performing loans that are
scheduled to mature through Feb. 28, 2014 (53 loans;
$263.4 million, or 42.9% of the trust balance), as well as the
magnitude of loans on the master servicer's watchlist (21 loans;
$94.4 million, or 15.4%).

S&P affirmed its 'AAA (sf)' ratings on the class X-CL and X-ST
interest-only (IO) certificates based on its 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 RAISED

LB-UBS Commercial Mortgage Trust 2004-C1
Commercial mortgage pass-through certificates

                 Rating
Class       To            From          Credit enhancement(%)
B           AA+ (sf)      AA (sf)                       25.88
C           AA (sf)       AA- (sf)                      23.85

RATINGS AFFIRMED

LB-UBS Commercial Mortgage Trust 2004-C1
Commercial mortgage pass-through certificates

Class            Rating                 Credit enhancement(%)
A-4              AAA (sf)                               27.91
D                A+ (sf)                                21.24
E                A- (sf)                                17.76
F                BBB+ (sf)                              15.73
G                BB+ (sf)                               11.67
H                CCC+ (sf)                               8.48
X-CL             AAA (sf)                                 N/A
X-ST             AAA (sf)                                 N/A

N/A-Not applicable.


MARATHON CLO V: S&P Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Marathon CLO V Ltd./Marathon CLO V LLC's $550.95 million fixed-
and floating-rate notes following the transaction's effective date
as of May 21, 2013.

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

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

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

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

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

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

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Marathon CLO V Ltd./Marathon CLO V LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     371.10
A-2a                       AA (sf)                       50.25
A-2b                       AA (sf)                        9.00
B-1 (deferrable)           A (sf)                        51.00
B-2 (deferrable)           A (sf)                         7.50
C (deferrable)             BBB (sf)                      31.20
D (deferrable)             BB (sf)                       30.90


MARQUETTE PARK: Moody's Hikes Rating on $8.75MM Notes From Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Marquette Park CLO Ltd.:

$9,250,000 Class C Third Priority Deferrable Floating Rate Notes
due July 2020, Upgraded to Aa3 (sf); previously on July 15, 2013
Upgraded to A1 (sf) and Placed Under Review for Possible Upgrade

$8,750,000 Class D Fourth Priority Deferrable Floating Rate Notes
due July 2020, Upgraded to Baa3 (sf); previously on July 15, 2013
Upgraded to Ba1 (sf) and Placed Under Review for Possible Upgrade

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

$240,000,000 Class A Senior Secured Floating Rate Notes due July
2020 (current outstanding balance of $55,694,335), Affirmed Aaa
(sf); previously on June 30, 2011 Upgraded to Aaa (sf)

$26,000,000 Class B Second Priority Deferrable Floating Rate Notes
due July 2020, 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
January 2013. Moody's notes that the Class A Notes have been paid
down by approximately 66% or $106 million since January 2013.
Based on the latest trustee report dated August 1, 2013, Class A,
Class B, Class C and Class D overcollateralization ratios are
reported at 201.8%, 137.6%,123.6% and 112.7%, respectively, versus
January 2013 levels of 134.8%, 116.2%, 110.7%, and 106.1%,
respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the August trustee report,
the weighted average rating factor is currently 2532 compared to
2401 in January 2013.

Moody's also announced that it has concluded its review of its
ratings on the issuer's Class C Notes and Class D 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 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 $112.4 million, defaulted par of $0.8 million,
a weighted average default probability of 16.89% (implying a WARF
of 2660), a weighted average recovery rate upon default of 50.39%,
and a diversity score of 45. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Marquette Park CLO Ltd., issued in December 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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% (2128)

Class A: 0

Class B: 0

Class C: +2

Class D: +3

Moody's Adjusted WARF + 20% (3192)

Class A: 0

Class B: 0

Class C: -2

Class D: -1

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

Sources of additional performance uncertainties:

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


MORGAN STANLEY 2001-TOP3: Moody's Cuts X-1 Certs Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed three classes and downgraded one class of Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP3 as follows:

Cl. C, Upgraded to Aa2 (sf); previously on Mar 7, 2013 Confirmed
at A3 (sf)

Cl. D, Upgraded to Baa1 (sf); previously on Mar 7, 2013 Confirmed
at Baa3 (sf)

Cl. E, Affirmed B3 (sf); previously on Mar 7, 2013 Downgraded to
B3 (sf)

Cl. F, Affirmed Ca (sf); previously on Mar 7, 2013 Downgraded to
Ca (sf)

Cl. G, Affirmed C (sf); previously on Mar 7, 2013 Affirmed C (sf)

Cl. X-1, Downgraded to Caa2 (sf); previously on Mar 7, 2013
Downgraded to Caa1 (sf)

Ratings Rationale:

The upgrades are due to increased credit support resulting from
pay downs and amortization. The pool has paid down by 48% since
Moody's last full review and 94% since securitization. The ratings
of three P&I classes are consistent with Moody's expected loss and
thus are affirmed. The downgrade of Class X-1, the IO tranche, is
due to a decrease in the credit quality of its referenced tranches
due to the pay down of highly rated tranches.

Based on Moody's current base expected loss, the credit
enhancement levels for the affirmed classes are sufficient to
maintain their current ratings. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement levels for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

Moody's rating action reflects a base expected loss of 17.1% of
the current balance compared to 14.4% at last review. Moody's base
expected loss plus realized losses is now 6.0% of the original
pooled balance compared to 5.9% 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.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September 2000
and "Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 10 compared to 5 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 v8.5 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

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

Deal Performance:

As of the August 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $63.9
million from $1.03 billion at securitization. The Certificates are
collateralized by 24 mortgage loans ranging in size from less than
1% to 17% of the pool. The top ten loans represent approximately
82% of the pool. Three loans, representing 5% of the pool, have
defeased and are secured by U.S. Government securities.

Six loans, representing approximately 17% 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 since securitization, of
which 24 loans generated an aggregate loss of $50.9 million (38%
average loss severity). Currently, there are two loans in special
servicing, representing approximately 25% of the pool balance. The
largest specially serviced loan is the Gwynedd Corporate Center
Buildings 1 & 2 Loan ($7.9 million -- 12.3% of the pool), which is
secured by two suburban offices totaling 80,000 square feet (SF)
in North Wales, Pennsylvania. The loan was transferred to special
servicing in January 2012 for imminent maturity default. The loan
matured in March 2012. Per the special servicer, the two buildings
currently have an occupancy of 37%.

The second loan in special servicing is the Page Avenue Loan ($7.5
million - 12.1% of the pool). This loan is secured by a 99,000 SF
industrial building located in Fremont, California. The loan was
transferred to special servicing in June 2013. As of February 2013
the property was approximately 50% leased. Moody's estimates an
aggregate loss of $10.3 million (66% expected loss) for the two
loans in specially servicing.

Based on the most recent remittance statement, Classes F through N
have experienced $3.5 million in cumulative interest shortfalls
compared to $3.77 million at last review. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, ASERs and extraordinary trust expenses.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the pool, excluding defeased and specially
serviced loans. Moody's weighted average conduit LTV is 63%
compared to 77% at last full review. Moody's net cash flow
reflects a weighted average haircut of 22% to the most recently
available net operating income. The large haircut to reported net
operating income is due to Moody's stressing the cashflows of the
top three loans due to concerns about single tenant exposure of
the respective collateral properties. Moody's value reflects a
weighted average capitalization rate of 9.7%.

Moody's actual and stressed conduit DSCRs are 1.34X and 2.34X,
respectively, compared to 1.19X and 1.65X, 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 largest conduit loan is the Omnicom Building Loan ($10.5
million -- 16.5% of the pool), which is secured by 111,000 SF
office building located in Marina Del Ray, California. The
building is 100% leased to Omnicom Group, Inc. through June 2015.
Omnicom is a global adverting and corporate communications firm.
Due to single tenant risk, Moody's valuation reflects a lit/dark
analysis. Moody's LTV and stressed DSCR are 63% and 1.67X,
essentially the same as at last review.

The second largest conduit loan is the A&P (Waldbaum's) Loan ($6.1
million -- 9.6% of the pool), which is secured by 57,000 SF
grocery-anchored retail property in Belle Harbor, New York. A&P,
Waldbaum's parent company, emerged from bankruptcy in March 2012.
The property is 100% leased to Waldbaum's through May 2021 and the
tenant has continued to honor its lease obligation. Due to single
tenant risk, Moody's valuation reflects a lit/dark analysis.
Moody's LTV and stressed DSCR are 98% and 1.08X, essentially the
same as last review.

The third largest conduit loan is the Marsh's Supermarket Store
Loan ($5.8 million -- 9.1% of the pool), which is secured by
56,000 SF retail property in Indianapolis, Indiana. The property
is 100% leased to Marsh's through February 2021. Due to single
tenant risk, Moody's valuation reflects a lit/dark analysis.
Moody's LTV and stressed DSCR are 85% and 1.23X, respectively,
compared to 70% and 1.51% at last review.


MORGAN STANLEY 2003-TOP9: S&P Affirms BB- Rating on Class K Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2003-TOP9, a U.S.
commercial mortgage-backed securities (CMBS) transaction.  In
addition, S&P affirmed its ratings on five other classes from the
same transaction.

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

The upgrades reflect S&P's expected available credit enhancement
for these classes, which S&P believes is greater than its most
recent estimate of necessary credit enhancement for the most
recent rating levels, as well as S&P's reviews regarding the
current and future performance of the collateral supporting the
transaction.

The affirmations of S&P's ratings on the principal and interest
certificates reflects its 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.  S&P affirmed its ratings on these classes to also
reflect the credit characteristics and performance of the
remaining assets, as well as the transaction-level changes.

S&P affirmed its rating on the class X-1 interest only (IO)
certificates based on its criteria for rating IO securities.

Using servicer-provided financial information, S&P calculated a
Standard & Poor's adjusted debt service coverage (DSC) of 1.66x
and a Standard & Poor's loan-to-value (LTV) ratio of 52.8% for 13
of the 17 remaining assets in the pool.  The DSC and LTV
calculations exclude two assets ($9.8 million, 11.5%) that are
with the special servicer (details below) and two defeased loans
($1.3 million, 1.5%).

As of the Aug. 13, 2013 trustee remittance report, the collateral
pool had an aggregate trust balance of $85.3 million, down from
$1.08 billion at issuance.  The pool comprises 17 loans, down from
137 loans at issuance.  To date, the transaction has experienced
losses totaling $3.4 million, or 0.3% of the transaction's
original certificate balance.  Two ($9.8 million, 11.5%) of the
remaining 17 assets are with the special servicer.  Excluding the
two specially serviced assets and two defeased loans, two loans
($12.9 million, 15.1%) reported a DSC of below 1.10x.  In
addition, one loan ($9.1 million, 10.7%) was reported on the
master servicer's watchlist.

The Raley's Shopping Center loan ($9.1 million, 10.7%), the second
largest nondefeased loan in the pool, is secured by a 121,618-sq.-
ft. retail center in North Highlands, Calif.  The loan was
transferred to the special servicer on April 2011 for imminent
default.  According to the master servicer, Wells Fargo Bank N.A.,
the loan was modified and returned to the master servicer in March
2012 and has been on the master servicer's watchlist since.  As
part of the loan modification, there was a principal forgiveness
of $500,000 (which reduced the principal balance to $9.1 million),
the maturity date was extended by 48 months to November 2016, and
the interest rate was modified to include annual increases.  The
master servicer reported a DSC of 0.91x for three months ending
March 2013.  According to Wells Fargo, a new lease for 10,000 sq.
ft. commenced on June 2013, increasing occupancy to 82.1% from
73.9%.

                     SPECIALLY SERVICED ASSETS

As of the Aug. 13, 2013 trustee remittance report, two
nonperforming matured balloon loans totaling $9.8 million (11.5%)
were with the special servicer, C-III Asset Management LLC.

The Nora Corners Shopping Center loan ($7.0 million, 8.3%), the
third-largest nondefeased asset in the pool, is the largest asset
with the special servicer.  The loan is secured by a 93,934-sq.-
ft. retail center in Indianapolis, Ind.  The nonperforming matured
balloon loan was transferred to C-III on Sept. 14, 2012, because
of imminent maturity default.  The loan matured on Oct. 1, 2012.
C-III indicated that it is currently negotiating on a loan
maturity extension with the borrower.  According to the March 6,
2013 rent roll, the property was 88.7% occupied.  The reported DSC
was 1.11x for the three months ended March 31, 2012.  Based on the
revised 2012 appraisal value, S&P expects a minimal, if any, loss
upon the eventual resolution of this loan.

The Devine Street Piggly Wiggly loan ($2.8 million, 3.3%), ninth-
largest nondefeased asset in the pool, comprises a 38,464-sq.-ft.
retail center in Columbia, S.C.  The loan was transferred to C-III
on Oct. 5, 2012, because of a maturity default.  The loan matured
on Oct. 1, 2012.  According to the Feb. 2, 2013 rent roll, the
property was 100.0% occupied.  The reported DSC is 1.48x for the
six months ended June 30, 2012. C-III indicated that it expects
the loan to be liquidated in the near term.  S&P expects a minimal
loss upon the asset's eventual resolution.

As it relates to the above asset resolution, a minimal loss is
considered to be less than 25%, a moderate loss is between 26% and
59%, and a significant loss is 60% or greater.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Morgan Stanley Dean Witter Capital I Trust 2003-TOP9
Commercial mortgage pass-through certificates

             Rating     Rating
Class        To         From            Credit enhancement (%)

C            AAA (sf)   AA- (sf)                        90.86
D            AAA (sf)   A (sf)                          76.64
E            AA (sf)    BBB+ (sf)                       59.26
F            A(sf)      BBB (sf)                        51.36
G            A- (sf)    BBB- (sf)                       45.04
H            BBB (sf)   BB+ (sf)                        32.40
J            BBB- (sf)  BB (sf)                         27.66

RATINGS AFFIRMED

Morgan Stanley Dean Witter Capital I Trust 2003-TOP9
Commercial mortgage pass-through certificates

Class      Rating      Credit enhancement (%)

K          BB- (sf)                    21.34
L          B+ (sf)                     15.02
M          B (sf)                      11.86
N          B- (sf)                     8.70
X-1        AAA (sf)                    N/A


MORGAN STANLEY 2003-TOP11: S&P Cuts Cl. G Notes Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B commercial mortgage pass-through certificates from Morgan
Stanley Capital I Trust 2003-TOP11, a U.S. commercial mortgage-
backed securities (CMBS) transaction.  In addition, S&P lowered
its rating on the class G certificates and affirmed its ratings on
seven other classes from the same transaction.

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

The upgrade reflects S&P's expected available credit enhancement
for this 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 reviews regarding the current and
future performance of the collateral supporting the transaction.

S&P lowered its rating on class G because of reduced liquidity
support available to this class and its susceptibility to interest
shortfalls from the specially serviced assets.

The affirmations on 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.
S&P's affirmations of the ratings on these classes also reflects
the credit characteristics and performance of the remaining
assets, as well as the transaction-level changes.

S&P affirmed its rating on the class X-1 interest-only (IO)
certificates based on its criteria for rating IO securities.

Using servicer-provided financial information, S&P calculated a
Standard & Poor's-adjusted debt service coverage (DSC) ratio of
1.74x and a Standard & Poor's loan-to-value (LTV) ratio of 38.9%
for 21 of the 30 remaining assets in the pool.  The DSC and LTV
calculations exclude seven assets ($41.2 million; 29.2%) that are
with the special servicer (details below) and two defeased loans
($3.7 million; 2.6%).

As of the Aug. 13, 2013 trustee remittance report, the collateral
pool had an aggregate trust balance of $140.8 million, down from
$1.19 billion at issuance.  The pool comprises 30 loans (down from
185 loans at issuance).  To date, the transaction has experienced
losses totaling $13.3 million, or 1.1% of the transaction's
original certificate balance.  Seven ($41.2 million; 29.2%) of the
remaining 30 assets are with the special servicer, as S&P
discusses below.  In addition, four loans ($58.6 million; 41.6%)
were reported to be on the master servicer's watchlist.

The Center Tower loan ($55.6 million; 39.5%), the largest
nondefeased loan in the pool, is secured by a 462,191-sq.-ft.
office property in Costa Mesa, Calif.  The loan appears on the
master servicer's watchlist because DSC is less than 1.40x
(reported DSC and occupancy were 1.36x and 74.8%, respectively,
for the three months ended March 31, 2013).

                     SPECIALLY SERVICED ASSETS

As of the Aug. 13, 2013 trustee remittance report, there are three
nonperforming matured balloon loans, two real estate owned (REO)
assets, one performing matured balloon, and one foreclosure in
process totaling $41.2 million (29.2%) with the special servicer,
C-III Asset Management LLC (C-III), as detailed below.  Appraisal
reduction amounts (ARAs) totaling $8.4 million are in effect
against three of the specially serviced assets.  Details of the
top three specially serviced assets are as follows:

   -- The Crown Point Corporate Center asset ($14.3 million;
      10.1%), the second-largest nondefeased asset in the pool,
      is the largest asset with the special servicer.  The loan
      is secured by a 129,030-sq.-ft. office building in
      Gaithersburg, Md.  The loan was transferred to the special
      servicer on Nov. 21, 2011, because of payment default, and
      the property became REO on July 3, 2012.  According to the
      Dec. 31, 2012, rent roll, the property was 66.6% occupied.
      C-III indicated that it expects the loan to be liquidated
      in the near term.  An ARA of $6.1 million is in effect
      against this asset.  S&P expects a moderate loss upon the
      asset's eventual resolution.

   -- The Bisso Corporate Center loan ($12.9 million; 9.1%), the
      third-largest nondefeased asset in the pool and the second-
      largest asset with the special servicer, comprises a
      141,051-sq.-ft. office building in Concord, Calif.  The
      loan was transferred to C-III on May 23, 2013, because of
      imminent maturity default.  The loan matured on July 1,
      2013.  According to C-III, the property was 29.0% occupied,
      but the borrower has a prospective tenant that might lease
      the majority of the vacant space.  Reported DSC for year-
      end 2012 was 1.21x. C-III indicated that it is reviewing
      the borrower's request for a loan maturity extension.  S&P
      expects a minimal loss upon the asset's eventual
      resolution.

   -- The 9200 Edmonston Road loan ($4.2 million; 3.0%), the
      third-largest asset with the special servicer, comprises a
      38,690-sq.-ft. office building in Greenbelt, Md.  The loan
      was transferred to C-III on May 21, 2013, because of
      maturity default.  The loan matured on May 1, 2013.
      According to the Dec. 31, 2012, rent roll, the General
      Services Administration occupies 100% of the property on a
      month-to-month lease, and is evaluating its leasing
      options.  According to C-III, the borrower is unable to
      refinance the loan for this reason and is seeking a
      maturity extension.  S&P expects a minimal loss upon the
      asset's eventual resolution.

S&P considers minimal loss, as it relates to the above asset
resolutions, to be less than 25%; moderate loss to be between 26%
and 59%; and significant loss to be 60% or greater.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

If applicable, the Standard & Poor's 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATING RAISED

Morgan Stanley Capital I Trust 2003-TOP11
Commercial mortgage pass-through certificates

             Rating     Rating          Credit
Class        To         From          enhancement (%)
B            AAA (sf)   AA+ (sf)         70.12

RATING LOWERED

Morgan Stanley Capital I Trust 2003-TOP11
Commercial mortgage pass-through certificates

             Rating     Rating          Credit
Class        To         From          enhancement (%)
G            B+ (sf)    BB (sf)           16.00

RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2003-TOP11
Commercial mortgage pass-through certificates

                                         Credit
Class             Rating              enhancement (%)
A-4               AAA (sf)                92.41
C                 A+ (sf)                 46.78
D                 A- (sf)                 37.23
E                 BBB+ (sf                26.62
F                 BBB (sf)                21.31
H                 CCC- (sf)                7.52
X-1               AAA (sf)                 N/A

N/A-Not applicable.


MORGAN STANLEY 2008-TOP29: S&P Affirms 'B-' Ratings on 3 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 20
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2008-TOP29, a U.S. commercial
mortgage-backed securities (CMBS) transaction.

The affirmations reflect S&P's analysis of the transaction
primarily using its criteria for rating U.S. and Canadian CMBS.
S&P's analysis included a review of the credit characteristics and
performance of all of the remaining loans in the pool, the
transaction structure, and the liquidity available to the trust.

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

S&P affirmed its 'AAA (sf)' rating on the class X interest-only
(IO) certificates based on its 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 AFFIRMED

Morgan Stanley Capital I Trust 2008-TOP29
Commercial mortgage pass-through certificates

Class      Rating           Credit enhancement (%)
A-3        AAA (sf)                         28.68
A-AB       AAA (sf)                         28.68
A-4        AA (sf)                          28.68
A-4FL      AA (sf)                          28.68
A-M        BBB+ (sf)                        17.67
A-J        BB+ (sf)                         11.20
B          BB (sf)                           9.41
C          BB- (sf)                          8.45
D          B+ (sf)                           6.52
E          B+ (sf)                           5.42
F          B (sf)                            4.18
G          B- (sf)                           2.94
H          B- (sf)                           1.98
J          B- (sf)                           1.84
K          CCC+ (sf)                         1.43
L          CCC (sf)                          1.29
M          CCC (sf)                          1.15
N          CCC- (sf)                         0.74
O          CCC- (sf)                         0.33
X          AAA (sf)                           N/A

N/A--Not applicable.


MORGAN STANLEY 2012-C6: Moody's Keeps B2 Rating on Cl. X-C Secs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6 as
follows:

Cl. A-1, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aa2 (sf)

Cl. PST, Affirmed A1 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned A1 (sf)

Cl. C, Affirmed A2 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa1 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed Ba3 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Ba3 (sf)

Cl. H, Affirmed B2 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Oct 17, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed A1 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned A1 (sf)

Cl. X-C, Affirmed B2 (sf); previously on Oct 17, 2012 Definitive
Rating Assigned B2 (sf)

Ratings Rationale:

The affirmations of the P&I classes are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. The ratings of the IO Classes,
Class X-A, X-B and X-C, are consistent with the expected credit
performance of their referenced classes and thus 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 enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

Moody's rating action reflects a base expected loss of 2.3% of the
current balance. This is the first review since securitization.

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.

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 25, the same at securitization.

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.


MT. WILSON: Moody's Confirms Ba2 Rating on $7MM Class E Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Mt. Wilson CLO, Ltd.:

$22,200,000 Class C Floating Rate Deferrable Interest Notes Due
July 15, 2018, Upgraded to Aaa (sf); previously on July 15, 2013
Upgraded to Aa1 (sf) and Placed Under Review for Possible Upgrade;

$16,900,000 Class D Floating Rate Deferrable Interest Notes Due
July 15, 2018, Upgraded to Baa2 (sf); previously on July 15, 2013
Upgraded to Baa3 (sf) and Placed Under Review for Possible
Upgrade.

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

$227,600,000 Class A Floating Rate Senior Secured Notes July 15,
2018 (current outstanding balance of $42,432,175.34), Affirmed Aaa
(sf); previously on April 18, 2013 Affirmed Aaa (sf);

$8,900,000 Class B Floating Rate Senior Secured Notes Due July 15,
2018, Affirmed Aaa (sf); previously on April 18, 2013 Upgraded to
Aaa (sf).

Lastly, Moody's confirmed the rating of the following notes:

$6,900,000 Class E Floating Rate Deferrable Interest Notes Due
July 15, 2018, Confirmed at Ba2 (sf); previously on July 15, 2013
Ba2 (sf) Placed Under Review for Possible Upgrade.

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
April 2013. Moody's notes that the Class A Notes have been paid
down by approximately 45.4% or $103.3 million since April 2013.
Based on the latest trustee report dated August 6, 2013, the Class
A/B, Class C, Class D and Class E overcollateralization ratios are
reported at 213.3%, 148.9%, 121.1% and 112.5%, respectively,
versus April 2013 levels of 138.6%, 121.2%, 110.6% and 106.8%,
respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since April 2013. Moody's modeled a WARF of 2992 compared to 2620
in April 2013. Moody's also calculates that 16.9% of the
performing collateral pool has a corporate family rating (or
equivalent) of Caa1 or lower.

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 Moody's calculations, securities that
mature after the maturity date of the notes currently make up
approximately 7.5% 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 confirmed the rating of the Class E Notes due to
the market risk posed by the exposure to these long-dated assets.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class C,
Class D and Class E 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 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 $103.2 million, defaulted par of $9.7 million,
a weighted average default probability of 19.20% (implying a WARF
of 2992), a weighted average recovery rate upon default of 50.41%,
and a diversity score of 22. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

The principal methodology used in this rating was "Moody's 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% (2394)

Class A: 0

Class B: 0

Class C: 0

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3590)

Class A: 0

Class B: 0

Class C: -1

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value.


NAKAMA RE 2013-1: S&P Assigns 'BB+' Rating on $300-Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+(sf)' rating to the $300 million series 2013-1 notes issued by
Nakama Re Ltd.  The notes cover losses in Japan and adjacent
islands or territories arising out of, or resulting from,
earthquakes (including seaquakes and seismic or volcanic
disturbances or eruptions) and the ensuing damage caused by
earthshake, fire, tidal wave (tsunami), flood, or sprinkler
leakage on a per-occurrence basis.  The notes pay an interest
spread equal to 275 basis points plus the investment yield
received on the Goldman Sachs Financial Square Treasury
Instruments Fund 506.

National Mutual Insurance Federation of Agricultural Cooperatives
(Zenkyoren), the ceding insurer, is sponsoring its fourth
catastrophe bond transaction.

Because the premiums are prepaid, S&P's rating is based on the
lower of the rating on the catastrophe risk, 'BB+', and the rating
on the assets in the collateral account, 'AAAm'.

RATING LIST

New Rating

Nakama Re Ltd.
$300 mil series 2013-1 notes           BB+(sf)


NEWSTAR COMMERCIAL 2013-1: S&P Assigns BB Rating on Class F Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to NewStar
Commercial Loan Funding 2013-1 LLC's $371.20 million floating-rate
notes.

The notes issuance is a collateralized loan obligation (CLO)
securitization backed by a revolving pool consisting primarily of
middle-market senior secured loans.

The rating reflects S&P's view of:

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

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

   -- The transaction's legal structure, which S&P expects to be
      bankruptcy-remote;

   -- The diversified collateral portfolio, which consists
      primarily of middle-market 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
      0.3439%-12.6500%); and

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com/1796.pdf

RATINGS ASSIGNED

NewStar Commercial Loan Funding 2013-1 LLC

Class                 Rating         Amount (mil. $)
A-T                   AAA (sf)                202.60
A-R                   AAA (sf)                 35.00
B                     AA (sf)                  38.00
C (deferrable)        A (sf)                   36.00
D (deferrable)        BBB (sf)                 21.00
E (deferrable)        BBB- (sf)                 6.00
F (deferrable)        BB (sf)                  17.40
G (deferrable)        B (sf)                   15.20
Equity                NR                       28.80

NR-Not rated.


OCP CLO 2013-3: S&P Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on OCP CLO
2013-3 Ltd./OCP CLO 2013-3 Corp.'s $459.0 million floating-rate
notes following the transaction's effective date as of June 7,
2013.

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

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

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

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of its criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to S&P by the
collateral manager, and may also reflect 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

OCP CLO 2013-3 Ltd./OCP CLO 2013-3 Corp.

Class                      Rating                      Amount
                                                     (mil. $)
A-1                        AAA (sf)                     311.5
A-2                        AA (sf)                       56.5
B (deferrable)             A (sf)                        39.5
C (deferrable)             BBB (sf)                      26.0
D (deferrable)             BB (sf)                       25.5


PORTOLA CLO: Moody's Affirms Ba3 Rating on $16.5MM Cl. E Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Portola CLO, Ltd.:

$44,500,000 Class B-1 Floating Rate Notes Due November 15, 2021,
Upgraded to Aa1 (sf); previously on August 3, 2011 Upgraded to A1
(sf)

$5,000,000 Class B-2 Fixed Rate Notes Due November 15, 2021,
Upgraded to Aa1 (sf); previously on August 3, 2011 Upgraded to A1
(sf)

$22,000,000 Class C Deferrable Floating Rate Notes Due November
15, 2021, Upgraded to A2 (sf); previously on August 3, 2011
Upgraded to Baa2 (sf)

$17,500,000 Class D Deferrable Floating Rate Notes Due November
15, 2021, Upgraded to Baa3 (sf); previously on August 3, 2011
Upgraded to Ba1 (sf)

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

$360,000,000 Class A Floating Rate Notes Due 2021 (current
outstanding balance of $339,493,853), Affirmed Aaa (sf);
previously on August 3, 2011 Upgraded to Aaa (sf)

$16,500,000 Class E Deferrable Floating Rate Notes Due 2021
(current outstanding balance of $15,109,888), Affirmed Ba3 (sf);
previously on August 3, 2011 Upgraded to Ba3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in November 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from higher spread and diversity levels
compared to the covenant levels. Moody's modeled a spread of 3.16%
and diversity of 65 compared to the covenant levels of 2.60% and
52 respectively. Moody's also notes that the transaction's
reported overcollateralization ratios are stable since the last
rating action.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $460.9 million, defaulted par of $7.6 million,
a weighted average default probability of 18.56% (implying a WARF
of 2622), a weighted average recovery rate upon default of 51.55%,
and a diversity score of 65. 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.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2097)

Class A: 0

Class B-1: +1

Class B-2: +1

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3146)

Class A: 0

Class B-1: -3

Class B-2: -3

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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


RAMP 2004-RS11: Moody's Hikes Rating on Cl. M-2 Secs. to B2
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
tranches from three transactions issued by Residential Funding
Corporation, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: RAMP Series 2003-RZ3 Trust

Cl. A-5-A, Upgraded to A3 (sf); previously on Mar 30, 2011
Downgraded to Baa1 (sf)

Cl. A-5-B, Upgraded to A3 (sf); previously on Mar 30, 2011
Downgraded to Baa1 (sf)

Underlying Rating: Upgraded to A3 (sf); previously on Mar 30, 2011
Downgraded to Baa1 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Cl. A-6, Upgraded to A3 (sf); previously on Mar 30, 2011
Downgraded to Baa1 (sf)

Cl. M-1, Upgraded to Ba2 (sf); previously on Mar 30, 2011
Downgraded to Ba3 (sf)

Issuer: RAMP Series 2004-RS11 Trust

Cl. M-1, Upgraded to A2 (sf); previously on Mar 30, 2011
Downgraded to Baa1 (sf)

Cl. M-2, Upgraded to B2 (sf); previously on Mar 30, 2011
Downgraded to Caa3 (sf)

Issuer: RAMP Series 2004-RS9 Trust

Cl. M-II-1, Upgraded to Ba2 (sf); previously on Mar 30, 2011
Downgraded to B3 (sf)

Ratings Rationale:

The rating actions reflect recent updated lower expected losses on
the pools 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 July 2012 to 7.4% in July 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.


ROBECO CDO II: S&P Lowers Rating on Class B-2 Notes to 'D(sf)'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 notes from Robeco CDO II Ltd. to 'D (sf)' from 'CC (sf)'.  At
the same time, S&P withdrew its ratings on the class B-1L and B-
1LB notes.

The downgrade follows a default in the principal payment on the
class B-2 notes on their final maturity date, as well as final
payment date, of Aug. 30, 2013, according to the note valuation
report and event of default notice received.  Therefore, S&P
lowered its rating on these notes to 'D (sf)', according to its
criteria.

At the same time, S&P withdrew its ratings on the class B-1L and
B-1LB notes following their complete paydown.

          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

RATING ACTIONS

Robeco CDO II Ltd.

                            Rating
Class               To                  From

B-1L                NR                  BBB (sf)
B-1LB               NR                  BBB (sf)
B-2                 D (sf)              CC (sf)

NR-Not rated.


SCHOONER Trust 2005-4: DBRS Confirms BB Rating on Cl. G Certs
-------------------------------------------------------------
DBRS Inc. has upgraded four classes of the Schooner Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-4
transaction as follows:

-- Class C to AAA (sf) from A (high) (sf)
-- Class D to AA (low) (sf) from BBB (high) (sf)
-- Class E to A (high) (sf) from BBB (sf)
-- Class F to BBB (high) (sf) from BBB (low) (sf)

DBRS has also confirmed the ratings of ten classes as follows:

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class B at AAA (sf)
-- Class XC-1 at AAA (sf)
-- Class XC-2 at AAA (sf)
-- Class G to BB (high) (sf)
-- Class H at BB (low) (sf)
-- Class J at B (high) (sf)
-- Class K at B (sf)
-- Class L at B (low) (sf)

Class G, H, J, K and L were confirmed with a Positive trend.  All
other trends are Stable.

The upgrades reflect the pool's continued strong overall
performance with a current-weighted average debt service ratio
(DSCR) of 1.54 times (x) and a weighted-average debt yield of
13.7%, for non-defeased loans; based on the most recent year-end
reporting available for the individual loans, as of the August
2013 remittance report.  There are 58 of the 76 original loans
remaining in the pool with a collateral reduction of 34.2% since
issuance.  The largest 15 loans represent 80.0% of the current
pool balance.  Within the top 15 loans, one loan is fully defeased
and four loans, representing 20.9% of the current pool balance,
are shadow rated investment grade.  Excluding the defeased loan,
the largest 15 loans in the pool have a current-weighted average
DSCR of 1.47x and a weighted-average debt yield of 12.2%.  In
total, there are two defeased loans, representing 6.1% of the
pool, as of the August 2013 remittance report.  There are four
loans on the servicer's watchlist as of the August 2013 remittance
report, representing 15.3% of the current pool balance.  According
to the servicer, two loans, representing 11.2% of the current pool
balance, will be removed from the watchlist in the upcoming
remittance report, including the largest loan in the pool,
Prospectus ID #2 Southland Mall.  Southland Mall was added to the
servicer's watchlist after the anchor tenant Wal-Mart (33% not
rentable area) vacated the property in February 2010.  Wal-Mart
continued to pay rent until its lease expiry in January 2011.
After the Wal-Mart lease expired in 2011, the DSCR declined from
1.60x at YE2010 to 1.40x at YE2011.  Late in 2012, the borrower
and Canadian Tire entered into a 15-year lease agreement to fill
the space left vacant by Wal-Mart, increasing occupancy from 60.9%
to 94.4%, as of March 2013.  The loan is shadow rated investment
grade by DBRS due to the full recourse guarantee to RioCan REIT.

The second largest loan on the servicer's watchlist is Prospectus
ID #13 Dundeal Properties, representing 3.3% of the current pool
balance.  The loan was originally secured by two flex industrial
properties located in Baie D'Urfe, Quebe, and Pointe-Claire,
Quebec.  The Pointe-Claire property was sold in December 2012 for
$1.9 million and the proceeds from the transaction were used to
pay down the loan in January 2013.  The Baie D'Urfe property is
approximately 36 kilometres south of downtown Montr‚al.  The
property lost its largest tenant in late in 2012, decreasing
occupancy to 28.2% as of December 2012.  Subsequently, the DSCR
has decreased from 1.40x at issuance to 0.30x at YE2012 and went
as low as -0.06x at YE2011.  According to the servicer, the
borrower had cited difficulty in re-leasing the property because
of lingering odours that resulted from the manufacturing of spices
by the previous tenant.  Despite the leasing issues at the
property, the borrower has kept the loan current.  After several
conversations with the servicer, DBRS believes it is highly likely
the loan will pay out of the pool.  The likelihood of repayment is
further supported by the borrower's willingness to pay out of
pocket for over a year while the cash flow was depressed.

There are a total of seven loans shadow-rated investment grade by
DBRS remaining in the pool, representing a combined 23.2% of the
outstanding balance.


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

$34,000,000 Class A-2L Floating Rate Notes Due January 2021,
Upgraded to Aaa (sf); previously on September 9, 2011 Upgraded to
Aa1 (sf)

$23,000,000 Class A-3L Floating Rate Notes Due January 2021,
Upgraded to Aa3 (sf); previously on September 9, 2011 Upgraded to
A2 (sf)

$15,500,000 Class B-1L Floating Rate Notes Due January 2021,
Upgraded to Baa1 (sf); previously on September 9, 2011 Upgraded to
Baa3 (sf)

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

$264,000,000 Class A-1L Floating Rate Notes Due January 2021
(current outstanding balance of $174,142,956.71), Affirmed Aaa
(sf); previously on September 9, 2011 Upgraded to Aaa (sf)

$40,000,000 Class A-1LV Floating Rate Revolving Notes Due January
2021 (current outstanding balance of $26,385,296.47), Affirmed Aaa
(sf); previously on September 9, 2011 Upgraded to Aaa (sf)

$16,000,000 Class B-2L Floating Rate Notes Due January 2021,
Affirmed Ba2 (sf); previously on September 9, 2011 Upgraded to Ba2
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the end of the deal's reinvestment period in January 2013. Moody's
notes that the Class A-1 Notes have been paid down by
approximately 31.0% or $90.2 million since January 2013. Based on
the latest trustee report dated July 11, 2013, the Senior Class A,
Class A, Class B-1L and Class B-2L overcollateralization ratios
are reported at 127.3%, 117.4%, 111.6% and 106.1%, respectively,
versus January 2013 levels of 123.3%, 115.2%, 110.3% and 105.6%,
respectively. Moody's notes that the trustee July
overcollateralization ratios do not include the $38.8 million
payment to the Class A-1 Notes on July 22, 2013.

These actions also reflect a correction to Moody's modeling of the
ACDR test. In prior rating actions Moody's incorrectly modeled the
diversion of excess interest to the notes, in the case of ACDR
failure, during the amortization period. This error has now been
corrected, and these rating actions reflect this change.

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 balance of
$306.1 million, defaulted par of $7.4 million, a weighted average
default probability of 16.52% (implying a WARF of 2477), a
weighted average recovery rate upon default of 49.02%, and a
diversity score of 61. 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.

Sierra CLO II Ltd., issued in November 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (1982)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: +3

Class B-1L: +2

Class B-2L: +1

Moody's Adjusted WARF + 20% (2973)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -2

Class B-2L: -1

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

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and
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.


TPREF FUNDING III: Moody's Affirms 'Ca' Rating on 2 Note Classes
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of the
following notes issued by TPref Funding III, Ltd:

$80,000,000 Class A-2 Floating Rate Senior Secured Notes due 2033
(current balance of $70,228,918.04), Confirmed at A1 (sf);
previously on August 5, 2013 A1 (sf) Placed Under Review for
Possible Upgrade

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

$24,250,000 Class B-1 Floating Rate Senior Subordinate Notes due
2033, Affirmed Ca (sf); previously on March 27, 2009 Downgraded to
Ca (sf)

$114,750,000 Class B-2 Fixed/Floating Rate Senior Subordinate
Notes due 2033, Affirmed Ca (sf); previously on March 27, 2009
Downgraded to Ca (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Senior Notes, an
increase in the transaction's overcollateralization ratios as well
as the improvement in the credit quality of the underlying
portfolio.

Moody's notes that the Class A-2 Notes have been paid down by
approximately 12.2% or $9.8 million since October 2012, due to the
disbursement of principal proceeds from redemptions of underlying
assets. As a result of this deleveraging, the Class A-2 notes' par
coverage improved to 232.5% based on Moody's calculation.
According to the latest trustee report dated July 9, 2013, the
senior principal coverage test and subordinate principal coverage
test overcollateralization test ratios are reported at 223.7%
(limit 125.0%) and 79.05% (limit 106.0%) respectively, versus
October 2012 levels of 193.2% and 77.5%, respectively.

In taking the forgoing actions, Moody's also announced that it had
concluded its review of its ratings on the issuer's Class A-1
notes announced on August 5, 2013. At that time, Moody's placed
certain of the issuer's ratings on review primarily as a result of
substantial deleveraging of senior notes and increases in par
coverage ratios.

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) has
improved to 1165.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, and
weighted average recovery rate are based on its published
methodology and may be different from the trustee's reported
numbers. In its base case, Moody's analyzed the underlying
collateral pool to have a performing par and principal proceeds
balance of $163.3 million, defaulted/deferring par of $82.8
million, a weighted average default probability of 19.38%
(implying a WARF of 1165), Moody's Asset Correlation of 19.04%,
and a weighted average recovery rate upon default of 10.0%. 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.

TPref Funding III, Ltd, issued on December 19, 2002, 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 Q2-2013.

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

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 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 177 points from the
base case of 1165, the model-implied rating of the A2 notes is one
notch worse than the base case result. Similarly, if the WARF is
decreased by 168 points, the model-implied rating of the A2 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 $3.0 million of
bank TruPS. In the second sensitivity analysis, Moody's ran
alternative default-timing profile scenarios to reflect the lower
likelihood of a large spike in defaults.

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

Sensitivity Analysis 1:

Class A-2: 0

Class B-1: +0

Class B-2: +0

Sensitivity Analysis 2:

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 four years, and some of the previously deferring banks have
resumed interest payment on their trust preferred securities.


VENTURE V: Moody's Lowers Rating on $11.5MM Class J Notes to B3
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following note issued by Venture V CDO Limited:

$11,500,0000 Class D Floating Rate Notes Due November 22, 2018,
Downgraded to B3 (sf); previously on May 16, 2012 Upgraded to Ba3
(sf)

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

$25,000,000 Class J Blended Securities Due November 22, 2018
(current rated balance of $9,820,171.45), Upgraded to Aa1 (sf);
previously on July 15, 2013 A1 (sf) Placed Under Review for
Possible Upgrade

In addition, Moody's confirmed or affirmed the ratings of the
following notes:

$20,500,000 Class B Deferrable Floating Rate Notes Due November
22, 2018, Confirmed at A1 (sf); previously on July 15, 2013
Upgraded to A1 (sf) and Placed Under Review for Possible Upgrade

$295,000,000 Class A-1 Floating Rate Notes Due 2018 (current
outstanding balance of $121,008,780), Affirmed Aaa (sf);
previously on December 28, 2005 Assigned Aaa (sf)

$27,500,000 Class A-2 Floating Rate Notes Due 2018, Affirmed Aaa
(sf); previously on July 15, 2013 Upgraded to Aaa (sf)

$13,500,000 Class C Floating Rate Notes Due 2018, Affirmed Baa3
(sf); previously on May 16, 2012 Upgraded to Baa3 (sf)

Ratings Rationale:

According to Moody's, the rating downgrade on the Class D notes
are primarily a result of the deal's growing exposure to
securities that mature after the maturity date of the notes and a
deterioration in credit quality of the underlying portfolio. Based
on the August 2013 trustee report, securities that mature after
the maturity date of the notes currently make up approximately
11.83% or $27.8 million of the underlying portfolio, up from 1.44%
or $5.5 million in August 2012. These investments potentially
expose the Class D notes to market value risk in the event of
liquidation at the time of the notes' maturity. Based on trustee
reports, the portfolio WARF has also deteriorated from 2689 in
August 2012 to 2907 in August 2013, and defaulted assets have
increased from $12.4 million to $15.8 million over the same time.

The rating upgrade on the Class J Blended Securities reflects a
reduction in the notes' rated balance, from $12.5 million in
August 2012 to $9.82 million in August 2013.

The rating actions taken on the other notes primarily reflect
deleveraging of the senior notes and an increase in the
transaction's overcollateralization ratios since August 2012.
Moody's notes that the Class A-1 Notes have been paid down by
approximately 59% or $174.0 million since August 2012. Based on
the latest trustee report dated August 7, 2013, the Class A, Class
B, Class C and Class D overcollateralization ratios are 129.1%,
116.0%, 108.8% and 103.3%, respectively, versus August 2012 levels
of 118.6%, 111.5%, 107.3% and 103.9%, respectively. Moody's notes
that the August 2013 overcollateralization ratios do not reflect
the August 22nd payment of $33.9 million to Class A-1 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
notes and Class J Blended Securities 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 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 $195.8 million, defaulted par of $20.7
million, a weighted average default probability of 20.31%
(implying a WARF of 3090), a weighted average recovery rate upon
default of 49.32%, and a diversity score of 61. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

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

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class J Blended
Securities 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% (2472)

Class A-1: 0

Class A-2: 0

Class B: +3

Class C: +2

Class D: +1

Class J Blended Securities: +1

Moody's Adjusted WARF + 20% (3708)

Class A-1: 0

Class A-2: -1

Class B: -2

Class C: 0

Class D: -1

Class J Blended Securities: -2

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

Sources of additional performance uncertainties:

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

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

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) 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.


WACHOVIA BANK 2002-C2: Moody's Hikes Rating on Cl. N Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed one class of Wachovia Bank Commercial Mortgage Trust,
Series 2002-C2 as follows:

Cl. N, Upgraded to Ba3 (sf); previously on Oct 13, 2011 Downgraded
to B3 (sf)

Cl. O, Upgraded to B1 (sf); previously on Oct 13, 2011 Downgraded
to Caa1 (sf)

Cl. IO-I, Affirmed Caa2 (sf); previously on Sep 27, 2012
Downgraded to Caa2 (sf)

Ratings Rationale:

The upgrades are due primarily to increased credit support
resulting from pay downs and amortization. Approximately 81% of
the pool has paid down since Moody's last review. Upgrades of the
these classes are constrained due to concerns about potential
interest shortfalls from troubled loans in the pool.

The rating of the IO Class, Class IO-1, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for rated classes could decline below the
current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

Moody's rating action reflects a base expected loss of
approximately 14.7% of the current deal balance. At last review,
Moody's base expected loss was approximately 9.4%. Moody's base
expected loss plus realized loss is 0.8% of the original
securitized deal balance compared to 1.6% at Moody's last review.

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 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 underlying ratings 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 underlying rating
level, is incorporated for loans with similar credit assessments
in the same transaction.

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

Deal Performance:

As of the August 15, 2013 payment date, the transaction's
aggregate certificate balance has decreased by 97% to $23 million
from $875 million at securitization. The Certificates are
collateralized by five mortgage loans ranging in size from less
than 1% to 57% of the pool. The pool includes one loan
representing approximately 7% that is defeased and collateralized
by U.S. Government securities.

Two loans, representing 71% 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. Moody's has assumed a high default probability for
both of the watchlisted loans and attributes a $3.3 million loss
(20% expected loss) to these troubled loans.

Seven loans have liquidated from the pool, resulting in an
aggregate realized loss of $3.5 million (10.1% average loan loss
severity). There are currently no loans in special servicing.

Moody's was provided with full-year 2011 and partial year 2012
operating results for 100% and 60% of the performing pool,
respectively. Excluding troubled loans, Moody's weighted average
LTV is 38% compared to 69% at last full 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 9.7%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.67X and 2.97X, respectively, compared to 1.61X and 1.73X 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 86% of the pool. The largest
loan is the Boardwalk at Morris Bridge Apartments Loan ($13
million -- 57% of the pool). The loan is secured by a 146-unit
student housing apartment complex located three miles from the
University of South Florida in Temple Terrace, Florida. The
property was 74% leased as of March 2013 compared to 64% at
Moody's last review. Because of its poor performance, Moody's
considers this as a troubled loan. Moody's current LTV and
stressed DSCR are 148% and 0.66X, respectively, the same as last
review.

The second largest loan is the Oneida Tower Loan ($3 million --
14% of the pool). The loan is secured by a 65,000 square foot
office building located in Denver, Colorado. The office building
was built in 1979 and was later renovated in 2002. The property
was 60% leased as of March 2013 compared to 67% at the last
review. Because of its poor performance, Moody's considers this as
a troubled loan. Moody's current LTV and stressed DSCR are 167%
and 0.61X, respectively, the same as last review.

The third largest loan is Dana Maumee Corporate Center 2 Loan ($3
million -- 14% of the pool). The loan is secured by a 56,000
square foot industrial complex located in Maumee, Ohio. The
property was built in 1999 and is 100% leased to Dana Limited LLC
through 2021. Moody's current LTV and stressed DSCR are 29% and
3.49X respectively, compared to 33% and 3.08X at last review.


WACHOVIA BANK 2004-C14: Moody's Cuts Ratings on 2 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes,
upgraded four classes and downgraded three classes of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C14 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Sep 15, 2004 Assigned
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Sep 15, 2004 Assigned
Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Sep 15, 2004 Assigned
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Oct 27, 2011 Upgraded
to Aa1 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on Oct 27, 2011 Upgraded
to Aa2 (sf)

Cl. D, Upgraded to A1 (sf); previously on Sep 15, 2004 Definitive
Rating Assigned A2 (sf)

Cl. E, Upgraded to A2 (sf); previously on Sep 15, 2004 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed Baa1 (sf); previously on Oct 27, 2011 Confirmed at
Baa1 (sf)

Cl. G, Affirmed Baa2 (sf); previously on Oct 27, 2011 Confirmed at
Baa2 (sf)

Cl. H, Affirmed Ba3 (sf); previously on Sep 13, 2012 Downgraded to
Ba3 (sf)

Cl. J, Affirmed B1 (sf); previously on Sep 13, 2012 Downgraded to
B1 (sf)

Cl. K, Affirmed B2 (sf); previously on Sep 13, 2012 Downgraded to
B2 (sf)

Cl. L, Affirmed Caa1 (sf); previously on Sep 13, 2012 Downgraded
to Caa1 (sf)

Cl. M, Downgraded to Caa3 (sf); previously on Sep 13, 2012
Downgraded to Caa2 (sf)

Cl. N, Downgraded to C (sf); previously on Sep 13, 2012 Downgraded
to Caa3 (sf)

Cl. O, Downgraded to C (sf); previously on Sep 13, 2012 Downgraded
to Ca (sf)

Cl. MAD, Affirmed Aaa (sf); previously on May 4, 2007 Upgraded to
Aaa (sf)

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

Ratings Rationale:

The affirmations of the P&I classes are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. The rating of the IO Class,
Class XC, is consistent with the expected credit performance of
its referenced classes and thus is affirmed.

The upgrades are due to increased credit support from paydowns and
amortization as well as expected payoffs of defeased loans.

The downgrades are due to higher than expected losses from
troubled loans.

Based on Moody's current base expected loss, the credit
enhancement levels for the affirmed classes are sufficient to
maintain their current ratings. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for rated classes
could decline below the current levels. If future performance
materially declines, the expected level of credit enhancement and
the priority in the cash flow waterfall may be insufficient for
the current ratings of these classes.

Moody's rating action reflects a base expected loss of 7.1% of the
current balance. At last review, Moody's base expected loss was
5.7%. Realized losses are 0.2% of original balance, same as at the
prior review. Moody's base expected loss plus realized losses is
now 3.7% of the original pooled balance compared to 3.4% 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.

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 18 compared to 22 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model 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.

Deal Performance:

As of the August 16, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 51% to $542 million
from $1.1 billion at securitization. The Certificates are
collateralized by 55 mortgage loans ranging in size from less than
1% to 13% of the pool, with the top ten non-defeased loans
representing 41% of the pool. Nine loans, representing 25% of the
pool, have defeased and are secured by U.S. Government securities.

Fourteen loans, representing 28% 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.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $1.7 million (11% loss severity on
average). Two loans, representing 4% of the pool, are currently in
special servicing. The largest specially serviced loan is the Bel
Villaggio, Phases I & II Loan ($15.6 million -- 2.9% of the pool),
which is secured by a 77,251 square foot (SF) retail center
located in Temecula, California. The loan was transferred to
special servicing in November 2009 due to imminent monetary
default and is currently REO. The property was 63% leased as of
June 2013. The special servicer indicated plans to sell the
property by the end of 2013.

Moody's estimates an aggregate $12.9 million loss for specially
serviced loans (66% expected loss on average).

Moody's has assumed a high default probability for four poorly
performing loans representing 18% of the pool and has estimated an
aggregate $19.5 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 93%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 80% compared to 94% 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 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.39X and 1.29X, respectively, compared to
1.33X and 1.13X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 24% of the pool. The largest
loan is the 444 North Michigan Avenue Loan ($71.5 million -- 13.2%
of the pool), which is secured by a 511,201 SF office property
located in Chicago, Illinois. The property was 67% leased as of
June 2013 compared to 69% at last review. The loan is currently on
the master servicer's watchlist due to a low DSCR. Moody's is
concerned about the property's ability to stabilize prior to the
loan maturity date of July 2014. Moody's LTV and stressed DSCR are
176% and 0.55X, respectively, compared to 134% and 0.72X at last
full review.

The second largest conduit loan is the Barneys New York - Beverly
Hills, CA Loan ($31.9 million -- 5.9% of the pool), which is
secured by a 114,978 SF single tenant retail property located in
Beverly Hills, California. The tenant is Barneys New York, Inc.,
with a lease expiration in January 2019. The loan maturity is
August 2014. Property performance has been stable. Moody's value
for this loan reflects a lit/dark analysis. Moody's LTV and
stressed DSCR are 83% and 1.11X, respectively, compared to 85% and
1.08X at last review.

The third largest conduit loan is the 1750 H Street Loan ($28.8
million -- 5.3% of the pool), which is secured by a 111,373 SF
Class A office building located in the CBD of Washington, DC. The
property was built in 2002. As of December 2012, the property was
94% leased compared to 100% at the prior review. The loan is
stable and benefitting from amortization. Moody's LTV and stressed
DSCR are 71% and 1.32X, respectively, compared to 74% and 1.28X at
last review.


WATERFRONT CLO 2007-1: Moody's Affirms Ba3 Rating on Cl. D Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Waterfront CLO 2007-1, Ltd.:

$19,000,000 Class B Floating Rate Notes Due August 2, 2020,
Upgraded to A3 (sf); previously on July 21, 2011 Upgraded to Baa1
(sf)

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

$195,000,000 Class A-1 Floating Rate Notes Due August 2, 2020
(current outstanding balance of $193,286,410), Affirmed Aaa (sf);
previously on August 30, 2007 Assigned Aaa (sf)

$32,000,000 Class A-2 Floating Rate Notes Due August 2, 2020,
Affirmed Aa1 (sf); previously on July 21, 2011 Upgraded to Aa1
(sf)

$9,500,000 Class A-3 Floating Rate Notes Due August 2, 2020,
Affirmed Aa3 (sf); previously on July 21, 2011 Upgraded to Aa3
(sf)

$11,500,000 Class C Floating Rate Notes Due August 2, 2020,
Affirmed Ba1 (sf); previously on July 21, 2011 Upgraded to Ba1
(sf)

$10,500,000 Class D Floating Rate Notes Due August 2, 2020,
Affirmed Ba3 (sf); previously on July 21, 2011 Upgraded to Ba3
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in October 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 having a higher weighted average spread
("WAS") than the covenant level. Moody's modeled a WAS of 4.57%
compared to the covenant level of 2.90%.

Notwithstanding the benefit of a higher modeled WAS, Moody's notes
that the weighted average recovery rate ("WARR") of the portfolio
has decreased since the last rating action. Moody's modeled a WARR
of 44.7% compared to 46.3% at the time of the last rating action.
Additionally, the credit quality of the underlying portfolio has
deteriorated. Based on the August 2013 trustee report, the
weighted average rating factor is currently 2546 compared to 2446
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 $290 million, defaulted par of $3.8 million, a
weighted average default probability of 19.91% (implying a WARF of
2654), a weighted average recovery rate upon default of 44.66%,
and a diversity score of 55. 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.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2123)

Class A-1: 0

Class A-2: +1

Class A-3: +2

Class B: +3

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3185)

Class A-1: 0

Class A-2: -2

Class A-3: -2

Class B: -2

Class C: -1

Class D: -1

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

Sources of additional performance uncertainties:

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

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


WELLS FARGO 2011-5: Fitch Affirms 'B' Rating on Class G Certs
-------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Wells Fargo Bank, N.A.
Commercial Mortgage Trust 2011-C5 certificates.

Key Rating Drivers

The affirmations are a result of stable performance of the
underlying collateral since issuance. As of the August 2013
distribution date, the pool's aggregate principal balance has been
reduced by 2.1% to $1.07 billion from $1.09 billion at issuance.
Fitch has designated three loans (3.3%) as Fitch Loans of Concern
(LOC), and there are no delinquent or specially serviced loans.

The largest Fitch LOC (1.8% of the pool) is secured by a 4,454
unit self-storage portfolio consisting of eight properties located
in the Indianapolis, IN market. Servicer reported year-end 2012
debt service coverage ratio (DSCR) was 1.16 times (x), which is
below the underwritten 1.47x. The decline in the DSCR is due to
both a decrease in revenue and an increase in expenses that
resulted in a 21% decrease in net operating income (NOI).

The largest loan of the pool (19%) is secured by The Domain, an
878,974-square foot (sf) lifestyle center comprised of retail and
office space located in Austin, TX. The mall features four anchors
(two non-collateral), including Dillard's, Macy's, Dick's Sporting
Goods, and Neiman Marcus. The property's year-end 2012 DSCR was
1.56x which is above the 1.44x as underwritten. The servicer
reported occupancy has remained stable at 92% as March 2013 from
91% as of year-end 2011.

The second largest loan (7.9%) is secured by The Puck Building, a
206,693-sf mixed use retail and office property located in the
SoHo neighborhood of Manhattan in New York City. The building was
recently renovated and repositioned as a residential and
commercial development. The collateral for the loan is 162,298-sf
of office space along with 44,395-sf of retail. DSCR for 2011 was
considerably below the 1.27x underwritten at issuance, and year-
end 2012 DSCR was reported at 1.22x. DSCR is expected to improve
further as tenant leases that commenced in 2012 received rent
concessions until 2013.

Rating Sensitivity

The Rating Outlook for all classes remains stable. Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee positive or negative ratings migration until a
material economic or asset level event changes the transaction's
overall portfolio-level metrics. Additional information on rating
sensitivity is available in the report 'WFRBS Commercial Mortgage
Trust 2011-C5' (Dec. 6, 2011), available at www.fitchratings.com.

Fitch affirms the following classes as indicated:

-- $44 million class A-1 at 'AAAsf', Outlook Stable;
-- $118.4 million class A-2 at 'AAAsf', Outlook Stable;
-- $107.9 million class A-3 at 'AAAsf', Outlook Stable;
-- $471 million class A-4 at 'AAAsf', Outlook Stable;
-- $85.9 million class A-S at 'AAAsf', Outlook Stable;
-- $54.6 million class B at 'AAsf', Outlook Stable;
-- $40.9 million class C at 'Asf', Outlook Stable;
-- $25.9 million class D at 'BBB+sf', Outlook Stable;
-- $49.1 million class E at 'BBB-sf', Outlook Stable;
-- $17.7 million class F at 'BBsf', Outlook Stable;
-- $16.4 million class G at 'Bsf', Outlook Stable;
-- $827.2 million* class X-A at 'AAA'; Outlook Stable.

* Notional amount and interest-only.

Fitch does not rate the class H certificates.


WFRBS COMMERCIAL 2013-C16: Fitch to Rate Class F Certs 'B-'
-----------------------------------------------------------
Fitch Ratings has issued a presale report on WFRBS Commercial
Mortgage Trust 2013-C16 Pass-Through Certificates.

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

-- $52,514,000 Class A-1 'AAAsf'; Outlook Stable;
-- $160,623,000 Class A-2 'AAAsf'; Outlook Stable;
-- $43,958,000 Class A-3 'AAAsf'; Outlook Stable;
-- $175,000,000 Class A-4 'AAAsf'; Outlook Stable;
-- $229,621,000 Class A-5 'AAAsf'; Outlook Stable;
-- $70,395,000 Class A-SB 'AAAsf'; Outlook Stable;
-- $100,665,000 Class A-S 'AAAsf'; Outlook Stable;
-- $832,776,000* Class X-A 'AAAsf'; Outlook Stable;
-- $56,216,000* Class X-B 'AA-sf'; Outlook Stable;
-- $56,216,000 Class B 'AA-sf'; Outlook Stable;
-- $41,835,000 Class C 'A-sf'; Outlook Stable;
-- $198,716,000b Class PEX 'A-sf'; Outlook Stable;
-- $47,064,000a Class D 'BBB-sf'; Outlook Stable;
-- $24,839,000a Class E 'BB-sf'; Outlook Stable;
-- $10,459,000a Class F 'B-sf'; Outlook Stable.

* Notional amount and interest-only.
a Privately placed pursuant to Rule 144A.
b Class A-S, B and C certificates may be exchanged for class PEX
  certificates; and class PEX certificates may be exchanged for
  class A-S, B and C certificates.

The expected ratings are based on information provided by the
issuer as of Sept. 3, 2013. Fitch does not expect to rate the
$32,684,083 Class G or the $67,982,083 interest-only Class X-C.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 86 loans secured by 144 commercial
properties having an aggregate principal balance of approximately
$1.046 billion as of the cutoff date. The loans were contributed
to the trust by Wells Fargo Bank, National Association; The Royal
Bank of Scotland; Liberty Island Group I LLC; C-III Commercial
Mortgage LLC; and Basis Real Estate Capital II LLC; and NCB, FSB.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 66.8% of the properties
by balance, cash flow analysis of 83.5%, and asset summary reviews
on 83.5% of the pool.

Key Rating Drivers

Fitch Leverage: This transaction has slightly lower leverage than
other recent Fitch-rated fixed-rate deals. The pool's Fitch debt
service coverage ratio (DSCR) and loan to value (LTV) are 1.34x
and 97.4%, respectively, compared to the first-half 2013 (1H'13)
averages of 1.36x and 99.8%. Excluding the loans collateralized by
cooperative housing (co-op) properties, which consist of 2.8% of
the pool, the Fitch DSCR and LTV are 1.25x and 99.4%.

Hotel Concentration: The pool has an 18.6% concentration of
hotels, which is higher than the 1H'13 average lodging
concentration of 13.8%. Four of the 15 largest loans in the pool
are secured by hospitality properties.

Less Amortization: The pool has six interest-only loans (28.7%),
including the three largest loans, and nine partial interest loans
(15.6%). The pool is scheduled to amortize 11.8% prior to
maturity.

Credit Opinion Loan: The largest loan in the pool has a Fitch
credit opinion of 'BBB sf' on a stand-alone basis. The loan is
secured by Westfield Mission Valley (9.6%), a 1.6 million square
foot (sf) regional mall and strip center located in San Diego, CA.
The Westfield Mission Valley loan has a pari passu participation
held outside the trust. The servicing of the loan will be governed
by the pooling and servicing agreement of this transaction.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 15.2% below
the most recent net operating income (NOI) (for properties for
which historical NOI was provided, excluding properties that were
stabilizing during the most recent reporting period).
Unanticipated further declines in property-level NCF could result
in higher defaults and loss severity on defaulted loans, and could
result in potential rating actions on the certificates. Fitch
evaluated the sensitivity of the ratings assigned to WFRBS 2013-
C16 certificates and found that the transaction displays slightly
above-average sensitivity to further declines in NCF. In a
scenario in which NCF declined a further 20% from Fitch's NCF, a
downgrade of the junior 'AAAsf' certificates to 'Asf' could
result. In a more severe scenario, in which NCF declined a further
30% from Fitch's NCF, a downgrade of the junior 'AAAsf'
certificates to 'BBBsf' could result. The presale report includes
a detailed explanation of additional stresses and sensitivities on
pages 78-79.

The Master Servicers will be Wells Fargo Bank, National
Association and NCB, FSB, rated 'CMS2' and 'CMS2-', respectively,
by Fitch. The special servicers will be Rialto Capital Advisors
LLC and NCB, FSB rated 'CSS2-' and 'CSS3+', respectively, by
Fitch.


* Fitch Says Recoveries on Liquidated US CMBS Hit Stumbling Block
-----------------------------------------------------------------
The recovery rate on liquidated U.S. CMBS loans suffered a fairly
sizeable setback last quarter, dipping to 60.5% for second-quarter
2013 (2Q'13), compared to 71.4% in 1Q'13, according to the latest
quarterly index results from Fitch Ratings. '30 CMBS loans had 95%
or greater losses last quarter, while 16 of those loans saw losses
of 100% or greater,' said Managing Director Stephanie Petosa.

Broadly speaking, the data shows the entire specially serviced
CMBS loan universe continuing to gradually fall. CMBS loans in
special servicing fell to $60.1 billion for 2Q'13, compared to
$64.2 billion at the end of 1Q'13. 'The percentage of CMBS loans
in special serving remains at 9%, a significant decrease from the
peak at 12% in 2010,' said Ms. Petosa.


* Moody's Notes Increase in CMBS Loss Severities for 2Q 2013
------------------------------------------------------------
The weighted average loss severity for all loans backing
commercial mortgage-backed securities (CMBS) in the US that
liquidated at a loss was 41.5% in second-quarter 2013, up from
40.7% in the previous quarter, says Moody's Investors Service in
"US CMBS Loss Severities, Q2 2013 Update."

The weighted average loss severity for all liquidated loans,
excluding those with losses of less than 2%, was 53.5%, up from
52.9% the previous quarter. Loans with losses of less than 2%
account for 23.0% of the sample size by balance and 19.6% by
number.

Large individual loan losses contributed to the increase in loss
severity in second-quarter 2013 with three additions to the top 10
loans with the largest dollar loss: Tri-County Mall, Continental
Towers and the Arizona Retail Portfolio. The Tri-County Mall loan
liquidated with a $123.7 million loss for a loss severity of
91.5%, Continental Towers liquidated with an $89.7 million loss
for a severity of 78.0% and the Arizona Retail Portfolio
liquidated with a $72.6 million loss for a loss severity of 84.4%.

Loans backed by retail properties had the highest weighted average
loss severity, 48.6%, while loans backed by self-storage
properties had the lowest, 33.2%.

The three vintages with the highest loss severities are 2006,
50.3%; 2008, 46.9%; and 1998, 41.8%. As of June 2013, these
vintages constituted 26.1% of CMBS collateral and 28.8% of
delinquent loans.

"We expect aggregate conduit losses, inclusive of realized losses,
on deals we rate of 8.0% of the total balance at issuance for the
2005 vintage, 11.5% for the 2006 vintage, and 13.9% for the 2007
vintage, with most of the losses yet to be realized," said Moody's
Vice President and Senior Credit Officer Keith Banhazl." The
aggregate realized loss for these three vintages is currently
3.0%."

From 1 July 2012 to 15 June 2013, liquidations amounted to $14.6
billion of debt, down from $15.8 billion during the same period
the previous year. One thousand three hundred eighty-seven loans
liquidated, with a weighted average loss severity of 44.7%,
compared to 1,740 loans, with a weighted average loss severity of
41.1%, over the same period the previous year.

"The balance of liquidations will continue to grow, although
uncertainty surrounding the timing and outcome of certain large
commercial real estate loans could cause monthly fluctuations and
skew liquidation volumes," added Banhazl.

Of the 10 metropolitan statistical areas or MSAs with the highest
dollar losses, New York had the lowest percentage severity, 23.8%,
and Detroit, the highest, 61.4%.

Total cumulative realized losses in CMBS transactions resulting
from liquidated loans rose in second-quarter 2013 to 2.7% from
2.6% in the previous quarter. For all liquidated loans, the 2000
CMBS vintage had the highest cumulative loss rate, 4.6%, up from
4.4% in the previous quarter, while the 2001 CMBS vintage had the
second-highest cumulative loss rate, 4.2%.

"We expect cumulative realized loss rates will continue to rise
because of the significant share of recent vintage loans currently
in special servicing," said Banhazl. "We expect cumulative loss
severities to remain near current levels although quarterly
fluctuations will persist."

Moody's quarterly loss severities report for US CMBS tracks loan
loss severities upon liquidation and cumulative deal losses in US
commercial mortgage backed securities (CMBS) conduit and fusion
transactions. The latest quarterly report details loss severities
for the 1998 to 2013 vintages based on liquidations that took
place between January 1, 2000 and June 15, 2013.


* S&P Lowers Rating on 6 CMBS Deals on Interest Shortfalls
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from four
U.S. commercial mortgage-backed securities (CMBS) transactions
because of current and potential interest shortfalls.

S&P lowered its ratings on four of these classes to 'D (sf)'
because it expects the accumulated interest shortfalls to remain
outstanding for the foreseeable future.  The four classes that S&P
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding for six to eight months.  The recurring interest
shortfalls for the respective certificates are primarily because
of one or more of the following factors:

   -- Appraisal subordinate entitlement reduction (ASER) amounts
      are in effect for specially serviced assets;

   -- The lack of servicer advancing for loans that the servicer
      has declared nonrecoverable;

   -- Interest rate modifications related to corrected mortgage
      loans; and

   -- Special servicing fees.

In S&P's analysis, it primarily considered the ASER amounts based
on appraisal reduction amounts (ARAs), which were calculated using
recent Member of the Appraisal Institute (MAI) appraisals.  S&P
also considered servicer-nonrecoverable advance declarations and
special servicing fees that S&P believes is likely to cause
recurring interest shortfalls.

The servicer implements ARAs and the resulting ASER amounts
according to each respective transaction's terms.  Typically,
these terms call for the servicer to automatically implement an
ARA equal to 25% of the stated principal balance of a loan when a
loan is 60 days past due and an appraisal or other valuation is
not available within a specified timeframe.  When deciding which
classes from the affected transactions to downgrade to 'D (sf)',
S&P primarily considered the ASER amounts based on ARAs that were
calculated from MAI appraisals.  This is because ARAs based on a
principal balance haircut are highly subject to change, or even
reversal, once the special servicer obtains the MAI appraisals.

Servicer-nonrecoverable advance declarations can prompt shortfalls
because the servicer does not advance debt service, the recovery
of previously made advances are deemed nonrecoverable, or the
servicer fails to advance trust expenses when it determines what
advances are nonrecoverable.  Trust expenses may include, but are
not limited to, property operating expenses, property taxes,
insurance payments, and legal expenses.

Discussions of the individual transactions follow.

      BANC OF AMERICA COMMERCIAL MORTGAGE INC., SERIES 2005-4

S&P lowered its rating on the class F certificates from Banc of
America Commercial Mortgage Inc.'s series 2005-4 to 'D (sf)' from
'CCC- (sf)' to reflect accumulated interest shortfalls outstanding
for six months and S&P's expectation that the interest shortfalls
will remain outstanding for the foreseeable future.  According to
the Aug. 12, 2013, trustee remittance report, the net interest
shortfalls totaling $329,447 resulted primarily from:

   -- ASER amounts ($129,581) related to 10 ($62.6 million, 5.7%)
      of the 19 assets ($171.4 million, 15.5%) that are currently
      with the special servicer, KeyCorp Real Estate Capital
      Markets Inc.;

   -- Reimbursement of advisory and legal fees ($82,398);

   -- Interest not advanced ($65,261); and

   -- Special servicing fees ($36,948).

The current reported interest shortfalls affected all classes
subordinate to and including class F.  As of the Aug. 12, 2013,
trustee remittance report, ARAs totaling $44.3 million were in
effect for 14 of the specially serviced assets.

  J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., SERIES
                            2004-CIBC10

S&P lowered its ratings on the class D, E, and F certificates from
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s series
2004-CIBC10.  S&P lowered its rating on class F to 'D (sf)' to
reflect accumulated interest shortfalls outstanding for eight
months and its expectation that interest shortfalls will continue
for the foreseeable future.  S&P lowered its rating on class E to
'CCC (sf)' to reflect accumulated interest shortfalls outstanding
for three months.  S&P may lower the rating on class E further if
it continues to incur interest shortfalls.  Additionally, S&P
lowered its rating on class D to 'BB+ (sf)' to reflect less
available liquidity support.  According to the Aug. 12, 2013,
trustee remittance report, the interest shortfalls totaling
$582,291 resulted primarily from:

   -- Interest not advanced ($489,482);

   -- ASER amounts ($62,795) related to three ($35.2 million,
      3.1%) of the five assets ($133.8 million, 11.6%) that are
      currently with the special servicer, LNR Partners Inc.; and

   -- Special servicing fees ($28,812).

The current reported interest shortfalls affected all classes
subordinate to and including class E.  As of the Aug. 12, 2013,
trustee remittance report, ARAs totaling $89.9 million were in
effect for the specially serviced assets.

        MORGAN STANLEY CAPITAL I TRUST, SERIES 2005-TOP17

S&P lowered its rating on the class E certificates from Morgan
Stanley Capital I Trust's series 2005-Top17 to 'D (sf)' from
CCC- (sf) to reflect accumulated interest shortfalls outstanding
for seven months and S&P's expectation that interest shortfalls
will continue for the foreseeable future.  According to the
Aug. 13, 2013, trustee remittance report, the net interest
shortfalls totaling $183,047 resulted primarily from:

   -- Interest rate modifications ($135,766);

   -- Interest not advanced ($26,892); and

   -- Special servicing fees ($16,629)

The current reported interest shortfalls affected all classes
subordinate to and including class D.  As of the Aug. 13, 2013,
trustee remittance report, ARAs totaling $5.5 million were in
effect for three of the specially serviced assets.

     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, SERIES 2005-C18

S&P lowered its rating on the class H certificates from Wachovia
Bank Commercial Mortgage Trust's series 2005-C18 to 'D (sf)' from
'CCC- (sf)' to reflect accumulated interest shortfalls outstanding
for seven months and S&P's expectation that interest shortfalls
will continue for the foreseeable future.  According to the Aug.
16, 2013, trustee remittance report, the net interest shortfalls
totaling $129,265 resulted primarily from:

   -- ASER amounts ($59,255) related to the three loans
      ($55.2 million, 5.4%) that are currently with the special
      servicer, Situs Holdings LLC.  This ASER amount excludes
      the ASER recoveries totaling $14,840 related to the Plaza
      at Wellington Green loan;

   -- Interest rate modifications ($53,427); and

   -- Special servicing fees ($11,523).

The current reported interest shortfalls affected all classes
subordinate to and including class H.  As of the Aug. 16, 2013,
trustee remittance report, ARAs totaling $22.6 million were in
effect for the specially serviced loans.

          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 LOWERED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2005-4
                                                      Reported
         Rating                   Credit   interest shortfalls
Class  To        From     enhancement(%)  Current  Accumulated
F      D (sf)    CCC- (sf)          5.53   67,051      249,034

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-CIBC10
                                                      Reported
         Rating                   Credit   interest shortfalls
Class  To        From     enhancement(%)  Current  Accumulated
D      BB+ (sf)  BBB (sf)          12.12        0            0
E      CCC (sf)  B+ (sf)           10.64    29,708      52,595
F      D (sf)    CCC- (sf)          8.72    95,939     312,797

Morgan Stanley Capital I Trust
Commercial mortgage pass-through certificates series 2005-Top17
                                                      Reported
         Rating                 Credit     interest shortfalls
Class  To      From      enhancement(%)   Current  Accumulated
E      D (sf)  CCC- (sf)           5.49    41,439      145,003

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C18
                                                      Reported
         Rating                 Credit     interest shortfalls
Class  To       From    enhancement(%)    Current  Accumulated
H      D (sf)   CCC- (sf)         2.24     38,878      318,011


* S&P Withdraws Ratings on 50 Classes from 27 CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 50
classes of notes from 19 collateralized loan obligation
transactions, four collateralized debt obligation (CDO) of
corporate CDO transactions, three CDO transactions backed by
mezzanine structured finance assets, and one CDO retranche
transaction.

The withdrawals follow the complete paydown of the notes as
reflected on the note payment reports issued by the trustee.

Avalon Capital Ltd. 3 and Venture IV CDO Ltd. redeemed their
classes in full after providing notice to S&P that the equity
holders directed optional redemptions.  In addition, Golub Capital
Funding CLO-8 Ltd. redeemed their classes in full as the issuer
directed optional redemption by liquidation.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

Avalon Capital Ltd. 3
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2 Var Fu          NR                  AAA (sf)
B                   NR                  AAA (sf)
C Def               NR                  AA+ (sf)
D Def               NR                  BBB (sf)

Black Diamond CLO 2012-1 Ltd.
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

C-Bass CBO VIII Ltd.
                            Rating
Class               To                  From
A-2                 NR                  BBB (sf)

Coast Investment Grade 2002-1 Ltd.
                            Rating
Class               To                  From
A                   NR                  BB+ (sf)

Duane Street CLO 1 Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)
A-2                 NR                  AAA (sf)

FM Leveraged Capital Fund II
                            Rating
Class               To                  From
B                   NR                  AAA (sf)

Gale Force 1 CLO Ltd.
                            Rating
Class               To                  From
A1                  NR                  AAA (sf)
A2                  NR                  AAA (sf)
B1                  NR                  AAA (sf)
B2                  NR                  AAA (sf)

Gale Funding Ltd.
                            Rating
Class               To                  From
A                   NR                  AAA (sf)

Golub Capital Funding CLO-8 Ltd.
                            Rating
Class               To                  From
A-1 Senior          NR                  AAA (sf)
A-2 Senior          NR                  AA+ (sf)
B Deferrab          NR                  A+ (sf)

Goldman Sachs Specialty Lending CLO-I Ltd.
                            Rating
Class               To                  From
C                   NR                  AA+ (sf)

Grayston CLO II 2004-1 Ltd.
                            Rating
Class               To                  From
B-1LB               NR                  CCC- (sf)

Gresham Street CDO Funding 2003-1 Ltd.
                            Rating
Class               To                  From
C                   NR                  A+ (sf)

GSC Partners CDO Fund VI Ltd.
                            Rating
Class               To                  From
B                   NR                  AAA (sf)

Harch CLO II Ltd.
                            Rating
Class               To                  From
A-1A                NR                  AAA (sf)
A-1B                NR                  AAA (sf)
A-2                 NR                  AAA (sf)

Hewett's Island CLO III Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
B-1                 NR                  AAA (sf)

Independence II CDO Ltd.
                            Rating
Class               To                  From
A                   NR                  BBB (sf)

MWAM CBO 2001-1 Ltd.
                            Rating
Class               To                  From
A                   NR                  AA (sf)

Landmark VIII CLO Ltd.
                            Rating
Class               To                  From
Composite           NR                  BBB+ (sf)

Navigator CDO 2005 Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)

NewStar Trust 2005-1
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)

Race Point VIII CLO Ltd.
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

Sandelman Finance 2006-2 Ltd.
                            Rating
Class               To                  From
A-1A                NR                  AAA (sf)
A-1B                NR                  AAA (sf)
A-2                 NR                  AA+ (sf)

Sargas CLO II Ltd.
                            Rating
Class               To                  From
E                   NR                  B+ (sf)

Stone Tower CDO Ltd.
                            Rating
Class               To                  From
A-2L                NR                  BBB- (sf)

Summit Lake CLO Ltd.
                            Rating
Class               To                  From
A-1LA               NR                  AAA (sf)

Venture IV CDO Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)
Def. B-1            NR                  AA+ (sf)/Watch Pos
Def. B-2            NR                  AA+ (sf)/Watch Pos
C-1                 NR                  BBB+ (sf)/Watch Pos
C-2                 NR                  BBB+ (sf)/Watch Pos
D                   NR                  B+ (sf)/Watch Pos

Zais Investment Grade Ltd. VI
                            Rating
Class               To                  From
A-2a                NR                  AA+ (sf)
A-2b                NR                  AA+ (sf)
A-3                 NR                  AA (sf)

NR-Not rated.



                            *********

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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