TCR_Public/131020.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Sunday, October 20, 2013, Vol. 17, No. 291


                            Headlines

ALESCO PREFERRED V: Moody's Hikes Ratings on 2 Notes to 'Caa3'
ALESCO PREFERRED VI: Moody's Affirms 'Caa1' Rating on 2 Notes
ALESCO PREFERRED XI: Moody's Raises Rating on Cl. B Notes to Caa1
ALM VI: S&P Affirms 'BB' Rating on Class D Notes
ALPINE SECURITIZATION: DBRS Confirms 'BB' Rating on $36.08MM Debt

ALTERNATIVE LOAN 2004-J9: Moody's Cuts Rating on M-1 Debt to Ba3
AMMC VII: S&P Affirms 'BB+' Rating on Class E Notes
APIDOS CDO II: S&P Affirms 'B+' Rating on Class D Notes
APIDOS CLO XV: S&P Assigns 'BB' Rating on Class D Notes
ARBOR REALTY 2006-1: Fitch Lowers Ratings on Class F Certs to 'CC'

ARCAP 2004-RR3: S&P Affirms 'CCC-' Ratings on 3 Note Classes
ARES XXVI: S&P Affirms 'BB' Rating on Class E Notes
BABSON CLO 2006-1: S&P Affirms 'BB+' Rating on Class E Notes
BANC OF AMERICA 2006-BIX1: Moody's Cuts X-1B Certs Rating to Caa2
BANC OF AMERICA 2007-3: Fitch Cuts Ratings on 2 Certs to 'C'

BEAR STEARNS 2007-PWR17: Fitch Affirms 'D' Rating on Class H Certs
BEAR STEARNS 2007-PWR18: S&P Lowers Rating on Class G Certs to 'D'
CARFINANCE CAPITAL: S&P Assigns Prelim. BB Rating on Class D Notes
CARLYLE HIGH: S&P Affirms 'BB+sf' Ratings on 2 Note Classes
CBO HOLDINGS: S&P Withdraws 'CCsf' Rating on Class C-2 Notes

CENTURION CDO 8: S&P Raises Rating on Class D Notes to 'BB'
CIFC FUNDING: Moody's Rates $33.5-Mil. Class E Notes 'Ba3(sf)'
CLAREGOLD TRUST 2007-2: S&P Raises Rating on Cl. F Notes From BB+
CSFB 2001-MH29: Moody's Hikes Rating on Cl. M-2 Certs to B3(sf)
CT CDO III: S&P Raises Rating on Class C Notes to 'B+'

DRYDEN 30: S&P Assigns 'B' Rating on Class F Notes
DRYDEN XXVIII: S&P Affirms 'BB-' Rating on Class B-2L Notes
FLAGSHIP CREDIT: S&P Assigns Prelim. BB Rating on Class D Notes
FOUR CORNERS: Moody's Affirms 'Ba3' Rating on $11MM Notes Due 2020
FOUR TIMES: S&P Affirms 'BB+' Rating on Class C Notes

G-FORCE 2005-RR: S&P Raises Rating on Class A-2 Notes to 'BB+'
G-STAR 2003-3: Fitch Affirms 'C' Ratings on 4 Note Classes
GMAC COMMERCIAL 1999-C2: Moody's Affirms 'C' Rating on Cl. L Certs
GOLUB CAPITAL: S&P Affirms 'BB' Rating on Class D Notes
HARCH CLO II: S&P Raises Rating on Class D Notes to 'BB-'

HEWETT'S ISLAND: S&P Raises Rating on Class E Notes to 'CCC'
I-PREFERRED TERM III: Moody's Affirms Ba3 Rating on 3 Note Classes
ICONS LTD.: Moody's Affirms 'Caa1' Rating on 3 Note Classes
JMP CREDIT: S&P Affirms 'BB' Rating on Class E Notes
JP MORGAN 2003-CIBC7: S&P Affirms CCC- Rating on Cl. H Certs

JP MORGAN 2005-CIBC11: Moody's Affirms C Ratings on 2 Cert Classes
JP MORGAN 2010-C2: S&P Affirms 'BB' Rating on Class F Notes
LATITUDE CLO II: Moody's Affirms 'B' Rating on Class D Notes
LB-UBS 2004-C1: Moody's Affirms 'C' Rating on Class M Notes
LB-UBS 2007-C1: S&P Lowers Rating on Class G Notes to 'D'

LATITUDE CLO I: Moody's Hikes $13.3MM Notes' Rating to 'Ba1(sf)'
LCM XIV: S&P Affirms Bsf Rating on $10MM Class F Notes
LEHMAN BROTHERS 2006-LLF: Moody's Cuts X-2 Certs Rating to Caa1
MARATHON CLO II: S&P Raises Rating on Class D Notes to 'BB+'
MARATHON REAL 2006-1: Moody's Affirms Caa3 Rating on Class K Notes

ML-CFC COMMERCIAL 2006-3: Moody's Affirms 'C' Ratings on 3 Notes
MLCFC COMMERCIAL 2007-5: Fitch Cuts Ratings on 3 Cert. Classes
MORGAN STANLEY 2004-RR2: S&P Hikes Rating on Cl. E Notes From 'B-'
MORGAN STANLEY 2007-TOP7: S&P Lowers Rating on Class G Notes to D
N-STAR REAL II: Fitch Lowers Rating on Class D Notes to 'D'

NATIONAL COLLEGIATE: S&P Lowers Rating on Class A-2 Notes to CCC
NEWCASTLE IV: Fitch Lowers Rating on Class V-FX Notes to 'D'
NORTHSTAR 2012-1: Moody's Affirms B2 Rating on Cl. F Certs
OCTAGON INVESTMENT: Moody's Hikes Rating on $19MM Notes to 'Ba1'
OHA CREDIT VII: S&P Affirms 'BB' Rating on Class E Notes

PREFERRED TERM IV: Moody's Hikes Rating on $41.6MM Notes to 'B1'
PRIMA CAPITAL 2006-1: Moody's Affirms 'Caa3' Rating on 3 Notes
REGATTA II: S&P Affirms 'BB' Rating on Class D Notes
SALOMON BROTHERS 2001-C2: Moody's Hikes Cl. J Certs Rating to 'B1'
SPRING ROAD 2007-1: S&P Affirms 'BB+(sf)' Rating on Class E Notes

STONE TOWER: S&P Affirms 'B+sf' Rating on Class D Notes
STRIPS III: Moody's Affirms Ca Rating on Class N Notes
SYMPHONY CLO XII: Moody's Rates $21MM Class F Notes 'B2(sf)'
TPREF FUNDING II: Moody's Affirms 'Caa3' Rating on $196MM Notes
TRAPEZA CDO XI: Moody's Hikes Rating on Class A-3 Notes to 'Caa1'

TRIMARAN CLO V: Moody's Hikes Rating on $11MM Notes to 'Ba2'
VICTORIA FALLS: S&P Raises Rating on Class D Notes to 'B-'
WFRBS 2912-C9: Fitch Affirms 'B' Rating on Class F Certificates

* Fitch: Sizeable REO Dispositions Drive U.S. CMBS Delinquencies
* Fitch Says Limited Rating Actions in U.S. CMBS Expected
* Fitch Says U.S. Credit Card ABS Delinquencies Beginning to Rise
* Moody's Takes Action on $252-Mil. of RMBS Issued 2002-2004
* S&P Affirms Ratings on 29 Natural-Peril Catastrophe Bonds

* S&P Lowers 6 Ratings from 5 U.S. RMBS Transactions
* S&P Lowers 150 Ratings on 110 U.S. RMBS Deals to 'D (sf)'


                            *********

ALESCO PREFERRED V: Moody's Hikes Ratings on 2 Notes to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Alesco Preferred Funding
V, Ltd.:

U.S. $189,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2034 (current balance of $105,700,604), Upgraded to
Aa3 (sf); previously on August 5, 2013 Upgraded to A3 (sf) and
Placed Under Review for Possible Upgrade

U.S. $42,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2034, Upgraded to A3 (sf); previously on August 5,
2013 Upgraded to Baa3 (sf) and Placed Under Review for Possible
Upgrade

U.S. $10,000,000 Class B Deferrable Third Priority Secured
Floating Rate Notes Due 2034 (current balance of $10,615,266),
Upgraded to Ba2 (sf); previously on August 5, 2013 Upgraded to B3
(sf) and Placed Under Review for Possible Upgrade

U.S. $42,350,000 Class C-1 Deferrable Mezzanine Secured Floating
Rate Notes Due 2034 Notes (current balance of $45,515,935),
Upgraded to Ca (sf); previously on July 23, 2011 Downgraded to C
(sf)

U.S. $37,700,000 Class C-2 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2034 Notes (current balance of
$40,838,472), Upgraded to Ca (sf); previously on July 23, 2011
Downgraded to C (sf)

U.S. $4,450,000 Class C-3 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2034 Notes (current balance of
$5,540,962), Upgraded to Ca (sf); previously on July 23, 2011
Downgraded to C (sf)

U.S.$5,000,000 Series I Combination Notes Due 2034 (current rated
balance of $3,668,715), Upgraded to A3 (sf); previously on July
23, 2011 Upgraded to Ba3 (sf)

U.S. $4,150,000 Series II Combination Notes Due 2034 (current
rated balance of $1,892,368), Upgraded to Caa3 (sf); previously on
July 23, 2011 Downgraded to C (sf)

U.S. $4,000,000 Series III Combination Notes Due 2034 (current
rated balance of $2,418,606), Upgraded to Caa3 (sf); previously on
July 23, 2011 Downgraded to C (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 Notes, an
increase in the transaction's overcollateralization ratios and
resumption of interest payments to Class B, Class C and Class D
Notes since October 2012.

Moody's notes that the Class A-1 Notes have been paid down by
approximately 20.4% or $27 million since October 2012., due to
disbursement of principal proceeds from redemptions of underlying
assets and diversion of excess interest proceeds. As a result of
this deleveraging, the Class A-1 notes' par coverage improved to
199.3% from 148.6% since the last rating action, as calculated by
Moody's. Based on the latest trustee report dated September 16,
2013, the Class A and Class B/C/D Overcollateralization Ratios are
reported at 143.43% (limit 125.0%) and 82.58% (limit 102.6%),
respectively, versus October 31, 2012 levels of 108.68% and
68.33%, respectively. Moody's also notes that the Class A
overcollateralized test has been cured since March 2013. As a
result, Class B, Class C and Class D Notes are receiving their
interest payments. However, the deferred interest accumulated on
Class B, Class C and Class D Notes are not getting repaid due to
the Class B/C/D Overcollateralization Test failure. Going forward,
the Class A-1 Notes will continue to benefit from the diversion of
excess interest and the proceeds from potential future redemptions
of any assets in the collateral pool.

The upgrade rating actions on the Series I Combination Notes
(Series I), Series II Combination Notes (Series II) and Series III
Combination Notes (Series III) are primarily due to the pay down
of their Combination Note Rated Balance. Series I is composed of
$3.5 million of Class A-2 Notes and $1.5 million of Class C-1
Notes. Series II is composed of $2.15 million of Class C-3 Notes
and $2.0 million of Preferred Shares. Series III is composed of
$3.0 million of Class C-1 Notes and $1.0 million of Preferred
Shares. Series I has adequate coverage from the Class A-2 Notes.
Series II and Series III are benefiting from the resumption of
interest payments from Class C-3 and Class C-1 Notes,
respectively. The ratings of the combination notes address the
return of principal only.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class A-1
Note, Class A-2 Notes and Class B Notes announced on August 5,
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, increase in the
overcollateralization (OC) ratios, and improvement in the credit
quality of the underlying portfolios.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $210.7 million, defaulted/deferring par of
$48.5 million, a weighted average default probability of 25.27%
(implying a WARF of 1298), Moody's Asset Correlation of 15.6%, and
a weighted average recovery rate upon default of 8.6%. In addition
to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision

Alesco Preferred Funding V, Ltd., issued in September 2004, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities.


ALESCO PREFERRED VI: Moody's Affirms 'Caa1' Rating on 2 Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Alesco Preferred Funding
VI, Ltd.:

U.S. $365,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2035 (current balance: $218,660,932) , Upgraded to
Aa3 (sf); previously on August 5, 2013 Baa1 (sf) Placed Under
Review for Possible Upgrade

U.S. $50,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2035, Upgraded to Baa3 (sf); previously on August
5, 2013 Ba2 (sf) Placed Under Review for Possible Upgrade

U.S. $20,000,000 Class A-3 Second Priority Senior Secured
Fixed/Floating Rate Notes Due 2035, Upgraded to Baa3 (sf);
previously on August 5, 2013 Ba2 (sf) Placed Under Review for
Possible Upgrade

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

U.S. $23,000,000 Class B-1 Deferrable Third Priority Secured
Floating Rate Notes Due 2035, Affirmed Caa1 (sf); previously on
March 27, 2009 Downgraded to Caa1 (sf)

U.S. $12,000,000 Class B-2 Deferrable Third Priority Secured
Fixed/Floating Rate Notes Due 2035, Affirmed Caa1 (sf); previously
on March 27, 2009 Downgraded to Caa1 (sf)

Rationale:

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

Moody's notes that the Class A-1 Notes have been paid down by
approximately 15% or $40 million since September 2012, due to
disbursement of principal proceeds from redemptions of underlying
assets and diversion of excess interest proceeds. As a result of
this deleveraging, the Class A-1 Notes' par coverage improved to
178.24% from 137.88% since September 2012, as calculated by
Moody's. Based on the latest trustee report dated September 16,
2013, the Class A Overcollateralization Ratio is reported at
133.78%% (limit 130%), versus September 19, 2012 levels of
109.54%. Going forward, the Class A-1 Notes will continue to
benefit from the diversion of excess interest and the proceeds
from potential future redemptions of any assets in the collateral
pool.

Additionally, $52.5 million of assets that were previously
deferring interest in the past year have cured their interest
deferrals and are now performing assets.

Moody's also notes that the Class B-1 and B-2 Notes are currently
receiving interest including Defaulted Interest and Interest
thereon, if any, but excluding any Class B-1 and Class B-2
Deferred Interest. The Class B-1 and B-2 Notes currently both have
a deferred interest balance.

In taking the forgoing actions, Moody's also announced that it had
concluded its review of its ratings on the issuer's Class A 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 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 of $389.7 million,
defaulted/deferring par of $57.7 million, a weighted average
default probability of 32.32% (implying a WARF of 1809), Moody's
Asset Correlation of 14.11%, and a weighted average recovery rate
upon default of 7.69%. In addition to the quantitative factors
that are explicitly modeled, qualitative factors are part of
rating committee considerations. Moody's considers the structural
protections in the transaction, the risk of triggering an Event of
Default, recent deal performance under current market conditions,
the legal environment, and specific documentation features. All
information available to rating committees, including
macroeconomic forecasts, inputs from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.

Alesco Preferred Funding VI, Ltd. issued on December 21, 2004, is
a collateralized debt obligation backed by a portfolio of bank and
insurance 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 and insurance companies 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. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports.

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. CDOROM v.2.8-9 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

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 91 points from the
base case of 1809, the model-implied rating of the Class A-1 Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 309 points, the model-implied rating of the
Class A-1 Notes is one notch better than the base case result.

In addition, Moody's also performed one 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 sensitivity analysis, Moody's
ran alternative default-timing profile scenarios to reflect the
lower likelihood of a large spike in defaults. Below is a summary
of the impact on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Sensitivity Analysis :

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B-1: 0

Class B-2: 0

Class C-1: 0

Class C-2: 0

Class C-3: 0

Class C-4: 0

Class D-1: 0

Class D-2:0

Combo: 0

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


ALESCO PREFERRED XI: Moody's Raises Rating on Cl. B Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Alesco Preferred Funding
XI, Ltd.:

U.S.$174,000,000 Class A-1A First Priority Senior Secured Floating
Rate Notes due December 23, 2036 (current outstanding balance of
$133,629,376.24), Upgraded to Aa3 (sf); previously on August 5,
2013 A2 (sf) Placed Under Review for Possible Upgrade;

U.S.$176,000,000 Class A-1B First Priority Delayed Draw Senior
Secured Floating Rate Notes due December 23, 2036 (current
outstanding balance of $135,165,346.11), Upgraded to Aa3 (sf);
previously on August 5, 2013 A2 (sf) Placed Under Review for
Possible Upgrade;

U.S.$95,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes due December 23, 2036, Upgraded to A3 (sf); previously
on August 5, 2013 Baa3 (sf) Placed Under Review for Possible
Upgrade;

U.S.$55,000,000 Class B Deferrable Third Priority Secured Floating
Rate Notes due December 23, 2036 (current outstanding balance of
57,738,738.79), Upgraded to Caa1 (sf); previously on August 5,
2013 Ca (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 Class A-1A Notes and
Class A-1B Notes, an increase in the transaction's senior
overcollateralization ratios, and the resumption of interest
payments by a previously deferring bank with a total par of $20
million since the rating action in September 2012.

Moody's notes that the Class A-1A Notes and Class A-1B Notes have
been paid down by approximately 4.3% or $15 million since
September 2012, due to the diversion of interest proceeds from
failure of the Class A overcollateralization test. As a result of
this deleveraging, the Class A-1 Notes' par coverage improved to
183.54% from 166.77% since September 2012, as calculated by
Moody's. Based on the latest trustee report dated October 16,
2013, the Class A and Class B/C/D overcollateralization ratios are
reported at 135.73% (limit 140.91%) and 84.12% (limit 101.58%),
respectively, versus August 31, 2012 levels of 126.52% and
108.12%, respectively. Going forward, the Class A-1 Notes will
continue to benefit from the diversion of excess interest and the
proceeds from potential future redemptions of any assets in the
collateral pool.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class A-1A
Notes, Class A-1B Notes, Class A-2 Notes and Class B Notes
announced on August 5, 2013. At that time, Moody's said that it
had placed certain of the issuer's ratings on review primarily as
a result of substantial deleveraging of the senior notes, increase
in the overcollateralization (OC) ratios, and improvement in the
credit quality of the underlying portfolios.

Due to the impact of revised and updated key assumptions
referenced in Moody's rating methodology, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par of $493.4 million, defaulted/deferring par of
$40.7 million, a weighted average default probability of 28.79%
(implying a WARF of 1443), Moody's Asset Correlation of 16.81%,
and a weighted average recovery rate upon default of 8.05%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision

Alesco Preferred Funding XI, Ltd., issued in June 2006, is a
collateralized debt obligation backed by a portfolio of bank and
insurance 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 and insurance companies 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. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports.

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. CDOROM v.2.8-9 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

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 267 points from the
base case of 1443, the model-implied rating of the Class A-1A
Notes is one notch worse than the base case result. Similarly, if
the WARF is decreased by 213 points, the model-implied rating of
the Class A-1A Notes is one notch better than the base case
result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $17 million of bank TruPS. In the
second sensitivity analysis, Moody's ran alternative default-
timing profile scenarios to reflect the lower likelihood of a
large spike in defaults. Below is a summary of the impact on all
rated notes (shown in terms of the number of notches' difference
versus the current model output, where a positive difference
corresponds to lower expected loss), assuming that all other
factors are held equal:

Sensitivity Analysis 1:

Class A-1A: 0

Class A-1B: 0

Class A-2: 0

Class B: +1

Sensitivity Analysis 2:

Class A-1A: +1

Class A-1B: +1

Class A-2: +1

Class B: +2

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


ALM VI: S&P Affirms 'BB' Rating on Class D Notes
------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ALM VI
Ltd./ALM VI LLC's $475.0 million floating- and fixed-rate notes
following the transaction's effective date as of May 3, 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

ALM VI Ltd./ALM VI LLC

Class                      Rating                   Amount
                                                   (mil. $)
A-1                        AAA (sf)                 321.50
A-2                        AA (sf)                   51.50
B-1 (deferrable)           A (sf)                    29.50
B-2 (deferrable)           A (sf)                    15.00
C (deferrable)             BBB (sf)                  23.00
D (deferrable)             BB (sf)                   20.00
E (deferrable)             B (sf)                    14.50


ALPINE SECURITIZATION: DBRS Confirms 'BB' Rating on $36.08MM Debt
-----------------------------------------------------------------
DBRS Inc. has confirmed the rating of R-1 (high) (sf) for the
Commercial Paper ("CP") issued by Alpine Securitization Corp.
("Alpine"), an asset-backed commercial paper ("ABCP") vehicle
administered by Credit Suisse, New York branch.  In addition, DBRS
has confirmed the ratings and revised the tranche sizes of the
aggregate liquidity facilities ("the Liquidity") based on the
December 31, 2012, reported portfolio provided by Credit Suisse,
the administrator of Alpine.

The $9,394,859,502 aggregate liquidity facilities as of December
31, 2012, are tranched as follows:

- $9,007,525,727 rated AAA (sf)
- $54,909,556 rated AA (sf)
- $40,164,696 rated A (sf)
- $129,093,231 rated BBB (sf)
- $36,082,990 rated BB (sf)
- $28,458,619 rated B (sf)
- $98,624,683 unrated (sf)

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement ("PWCE").  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS's prior and ongoing review of legal, operational and
liquidity risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranche sizes are
expected to vary each month based on reported changes in portfolio
composition.

For Alpine, both the CP and the Liquidity ratings use DBRS's
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS Diversity
Model, with adjustments to reflect the unique structure of an ABCP
conduit and its underlying assets.  DBRS determines attachment
points for risk based on an analysis of the portfolio and models
the portfolio based on key inputs such as asset ratings, asset
tenors and recovery rates.  The attachment points determine the
portion of the exposure rated AAA, AA, A through B, as well as
unrated.


ALTERNATIVE LOAN 2004-J9: Moody's Cuts Rating on M-1 Debt to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches and upgraded the ratings of eight tranches backed by Alt-
A RMBS loans, issued by six RMBS transactions

Complete rating actions are as follows:

Issuer: Alternative Loan Trust 2004-J9

Cl. M-1, Upgraded to Ba3 (sf); previously on Jun 25, 2012
Confirmed at B2 (sf)

Issuer: Banc of America Alternative Loan Trust 2003-9

Cl. 3-A-1, Downgraded to Ba1 (sf); previously on Mar 11, 2013
Downgraded to Baa3 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-1

Cl. 4-A-1, Downgraded to Ba3 (sf); previously on Apr 13, 2012
Downgraded to Ba1 (sf)

Cl. 5-A-2, Downgraded to Ba1 (sf); previously on Apr 13, 2012
Downgraded to Baa3 (sf)

Cl. 5-A-3, Downgraded to B3 (sf); previously on Apr 13, 2012
Downgraded to B1 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-4

Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Jun 21, 2012
Downgraded to Baa1 (sf)

Cl. 4-A-2, Upgraded to Ba1 (sf); previously on Jun 21, 2012
Downgraded to B1 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-6

Cl. 3-A-2, Upgraded to Baa2 (sf); previously on Apr 13, 2012
Confirmed at Ba2 (sf)

Issuer: Bear Stearns ALT-A Trust 2004-12

Cl. I-A-1, Upgraded to Baa1 (sf); previously on Mar 14, 2011
Downgraded to Baa2 (sf)

Cl. I-A-2, Upgraded to Baa3 (sf); previously on Mar 14, 2011
Downgraded to Ba1 (sf)

Cl. I-A-3, Upgraded to A3 (sf); previously on Mar 14, 2011
Downgraded to Baa1 (sf)

Cl. I-A-4, Upgraded to Baa1 (sf); previously on Mar 14, 2011
Downgraded to Baa3 (sf)

Cl. I-M-1, Upgraded to Caa2 (sf); previously on Mar 14, 2011
Downgraded to Caa3 (sf)

Ratings Rationale:

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools. The upgrades
are due to an increase in the credit enhancement available to the
bonds.


AMMC VII: S&P Affirms 'BB+' Rating on Class E Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from AMMC VII Ltd., a collateralized loan
obligation (CLO) transaction managed by American Money Management
Corp.  Simultaneously, S&P affirmed the ratings on the class A and
E notes from the same transaction, and it removed the ratings on
the class B, C, D, and E notes from CreditWatch, where S&P placed
them with positive implications on Sept. 5, 2013.

The upgrades reflect the increased level of credit support
available to the rated notes as the deal continues to pay down the
class A notes after its reinvestment period ended in January 2013.
Since S&P's April 2013 rating actions, the class A notes were paid
down by nearly $169 million, which reduced its outstanding balance
to 52% of its original issuance amount, according to the September
2013 monthly trustee report (down from 97% in the March 2013
monthly trustee report that S&P used for its previous rating
actions).

The paydowns increased the par value, or overcollateralization
(O/C) ratios in the transaction.  The trustee reports the
following par value ratios in the September 2013 monthly report:

   -- The class A ratio is 151.20%, up from 127.70% in May 2013;

   -- The class A/B ratio is 135.43%, up from 120.23% in May 2013;

   -- The class C ratio is 125.27%, up from 115.00% in May 2013;

   -- The class D ratio is 111.00%, up from 107.02% in May 2013;
      And

   -- The class E ratio is 106.45%, up from 104.31% in May 2013.

According to the September 2013 monthly report, the defaults
declined to $1.3 million from $3.9 million in March 2013.  The
transaction's performance has been stable, and all coverage tests
are above the minimum requirements.  S&P considered that a small
percentage of the assets are scheduled to mature past the legal
maturity of the transaction in its analysis.

The affirmations reflect the availability of adequate credit
support at the current rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

AMMC VII Ltd.

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

TRANSACTION INFORMATION

Issuer:              AMMC VII Ltd.
Co-issuer:           AMMC VII Corp.
Collateral manager:  American Money Management Corp.
Trustee:             Citibank N.A.
Transaction type:    Cash flow CLO

CLO-Collateralized loan obligation.


APIDOS CDO II: S&P Affirms 'B+' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-3 and B notes from Apidos CDO II, a U.S. collateralized loan
obligation (CLO) managed by Apidos Capital Management LLC.  At the
same time, S&P affirmed its ratings on the Class A-1, A-2, C, and
D notes from the same transaction.  In addition, S&P removed its
ratings on the Class A-3, B, C, and D notes from CreditWatch,
where S&P placed them with positive implications on Sept. 5, 2013.

The rating actions reflect three factors: the deleveraging of the
senior notes, improving credit quality, and the potential market
value risk of the long-dated assets in the transaction.

On the July 29, 2013, payment date, a total of $30.73 million was
used to pay down the Class A-1 and A-2 noteholders.  In all, the
noteholders were paid down by $121.94 million since S&P's last
rating actions on the transaction, which were in January 2013.
After the July paydowns, the outstanding balances of the Class A-1
and A-2 notes are approximately 32.53% of their original balance.
The transaction's overcollateralization (O/C) ratio tests have
benefited from the principal paydowns:

   -- The Class A O/C ratio has increased to 156.77% from 128.67%.
   -- The Class B O/C ratio has increased to 130.36% from 116.99%.
   -- The Class C O/C ratio has increased to 119.46% from 111.51%.
   -- The Class D O/C ratio has increased to 109.92% from 106.33%.

The credit quality of the underlying portfolio has improved over
the same period.  According to the August 2013 trustee report, the
transaction held $2.18 million in defaulted assets compared with
$3.29 million noted in the November 2012 trustee report.  The
amount of 'CCC' rated collateral held in the transaction's asset
portfolio also fell since the time of our last rating actions.
The transaction held $6.93 million of 'CCC' rated collateral in
August 2013, down from $33.49 million in November 2012.

The transaction held $3.95 million of long-dated assets that
mature after the stated maturity of the transaction.  S&P's
analysis took into account the potential market value and/or
settlement related risk arising from the potential liquidation of
the remaining securities on the legal final maturity date of the
transaction.

The affirmed ratings reflect S&P's belief that the credit support
available is commensurate with the current rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

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


APIDOS CLO XV: S&P Assigns 'BB' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Apidos
CLO XV/Apidos CLO XV LLC's $469.00 million fixed- and floating-
rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

   -- The asset manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which S&P assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.26%-11.57%.

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

   -- The transaction's reinvestment overcollateralization test, a
      failure of which will lead to the reclassification of up to
      50% of available excess interest proceeds into principal
      proceeds to purchase additional collateral assets during the
      reinvestment period that are available before paying
      uncapped administrative expenses and fees, deferred asset
      management fees, and collateral manager incentive fees.

         STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1885.pdf

RATINGS ASSIGNED

Apidos CLO XV/Apidos CLO XV LLC

Class                Rating                Amount
                                            (mil. $)
A-1                  AAA (sf)              304.00
A-2A                 AA (sf)                58.00
A-2B                 AA (sf)                10.00
B-1 (deferrable)     A (sf)                 10.00
B-2 (deferrable)     A (sf)                 25.00
C (deferrable)       BBB (sf)               28.00
D (deferrable)       BB (sf)                23.00
E (deferrable)       B (sf)                 11.00
Subordinated notes   NR                     43.70

NR-Not rated.


ARBOR REALTY 2006-1: Fitch Lowers Ratings on Class F Certs to 'CC'
------------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed nine classes of
Arbor Realty Mortgage Securities Series 2006-1, Ltd./LLC (ARMSS
2006-1) reflecting Fitch's base case loss expectation of 31.6%.
Fitch's performance expectation incorporates prospective views
regarding commercial real estate (CRE) market value and cash flow
declines.

Key Rating Drivers

ARMSS 2006-1 is a CRE collateralized debt obligation (CDO) managed
by Arbor Realty Collateral Management, LLC (Arbor). As of the
August 2013 trustee report and per Fitch categorizations, the CDO
was substantially invested as follows: whole loans/A-notes
(62.8%), B-notes (20.8%), mezzanine debt (4.4%), preferred equity
(3.7%), and cash (8.3%). Approximately 8% of the pool is currently
defaulted while a further 43% is considered loans of concern.
Fitch expects significant losses on many of the assets as they are
highly leveraged subordinate positions.

The CDO exited its reinvestment period in December 2011. Total
paydown to class A-1A and A-1AR from loan payoffs, scheduled
amortization, and asset sales since last review was $78.9 million.
No realized losses were reported over the same period. As of the
August 2013 trustee report, all par value and interest coverage
tests were in compliance.

Under Fitch's methodology, approximately 85% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress. In this scenario, the modeled average cash flow
decline is 12% from, generally, trailing 12-months 1Q or 2Q 2013.
Recoveries are above average at 62.8% due to the significant
percentage of senior debt.

The largest component of Fitch's base case loss expectation is a
first mortgage (12.5%) secured by a large student housing property
located on the Upper East Side of Manhattan. In 2011, the master
tenant cancelled its master lease obligation for the entire
property and now directly leases only a portion of the space.
While the borrower has successfully leased the property to above
90%, cash flow is still significantly below expectations. Fitch
modeled a term default and a substantial loss on this position in
its base case scenario.

The next largest component of Fitch's base case loss expectation
is a defaulted whole loan (5.0%) secured by 22.8 acres of
waterfront land located in Jacksonville, Florida. Development
plans for the property have stalled. Fitch modeled a significant
loss on this asset in its base case scenario.

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

The Stable Outlook on class A-1 through A-2 generally reflect the
classes' seniority in the capital stack and expectation of
continued further paydown over the near term. The Negative Outlook
to class B reflects the potential for further negative credit
migration of the underlying collateral.

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

Rating Sensitivities

If the collateral continues to repay at or near par, classes A-1A
and A-1AR may be upgraded. The junior classes are subject to
further downgrade should realized losses begin to increase.

Fitch affirms the following classes as indicated:

-- $156.1 million class A-1A at 'BBBsf'; Outlook Stable;
-- $67.9 million class A-1AR at 'BBBsf'; Outlook Stable;
-- $72.9 million class A-2 at 'BBsf'; Outlook Stable;
-- $41.1 million class B at 'Bsf'; Outlook Negative;
-- $31.2 million class C at 'CCCsf'; RE 0%;
-- $13.35 million class D at 'CCCsf'; RE 0%;
-- $14.25 million class E at 'CCCsf'; RE 0%;
-- $16.95 million class G at 'CCsf'; RE 0%;
-- $14.1 million class H at 'CCsf'; RE 0%;

Fitch downgrades the following class as indicated:

-- $13.65 million class F to 'CCsf' from 'CCCsf'; RE 0%.


ARCAP 2004-RR3: S&P Affirms 'CCC-' Ratings on 3 Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on four
classes from ARCap 2004-RR3 Resecuritization Inc., U.S.
resecuritized real estate mortgage investment conduit (re-REMIC)
transaction.

The affirmations reflect S&P's analysis of the transaction's
liability structure and the underlying collateral's credit
characteristics using its global collateralized debt obligations
(CDOs) of pooled structured finance assets criteria.  S&P affirmed
its ratings on the Class A-2, B, C, and D certificates because it
believes these classes have sufficient credit enhancement to
support the current ratings.  In addition, S&P considered the
amortization of Class A-2 in its analysis.  Class A-2 has an
outstanding balance of $164.0 million, down from $272.5 million at
issuance.

According to the Sept. 23, 2013, trustee report, the transaction's
collateral totaled $246.6 million, while its liabilities
(including cumulative interest shortfalls) were $252.4 million.
This was down from liabilities of $545.4 million at issuance.  The
transaction's current asset pool consists of 37 CMBS tranches from
12 distinct transactions issued between 1999 and 2004
($246.6 million; 100%).  Of the underlying collateral,
$45.4 million (18.4%) are rated 'D (sf)' or have credit opinions
of 'cc (sf)'.

The following three transactions have the highest exposure in
ARCap 2004-RR3 Resecuritization Inc.:

   -- Chase Manhattan Bank-First Union National Bank Commercial
      Mortgage Trust Series 1999-1 (Classes G, H, I, J, K, and L;
      $60.7 million; 24.6%).

   -- First Union National Bank Commercial Mortgage Trust Series
      2000-C1 (Classes G, H, J, and K; $34.0 million; 13.8%).

   -- Prudential Securities Secured Financing Corp. Series 1999-C2
      (Classes K, L, M, and N; $32.62 million; 13.2%).

The affirmed ratings remain consistent with the credit enhancement
available to support them and reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics.

          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

ARCap 2004-RR3 Resecuritization Inc.

Class       Rating
A-2         B (sf)
B           CCC- (sf)
C           CCC- (sf)
D           CCC- (sf)


ARES XXVI: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Ares
XXVI CLO Ltd./Ares XXVI CLO LLC's $841.70 million floating-rate
notes following the transaction's effective date as of April 25,
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

Ares XXVI CLO Ltd./Ares XXVI CLO LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     560.20
B                          AA sf)                       139.90
C (deferrable)             A (sf)                        60.20
D (deferrable)             BBB (sf)                      44.00
E (deferrable)             BB (sf)                       37.40


BABSON CLO 2006-1: S&P Affirms 'BB+' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from Babson CLO Ltd. 2006-I, a U.S.
collateralized loan obligation (CLO) transaction managed by Babson
Capital Management LLC.  S&P also affirmed its ratings on the
class A-1, A-2, A-2B, A-3, and E notes.  In addition, S&P removed
its ratings on four classes from CreditWatch with positive
implications, where S&P had placed them on Sept. 5, 2013.

The transaction is in its amortization phase and continues to use
its principal proceeds to pay down the senior notes in the payment
sequence specified in the indenture.  Following S&P's performance
review, the rating actions reflect $206.4 million in paydowns to
the class A-1, A-2, and A-2B notes since our December 2012 rating
actions, bringing them to 15.5%, 29.9%, and 29.9%, respectfully,
of their original balances.  The upgrades also reflect the
transaction's overcollateralization ratio tests, which have
improved due to the aforementioned paydowns.

The amount of 'CCC' rated collateral held in the transaction's
asset portfolio has declined since our December 2012 rating
actions.  According to the September 2013 trustee report, the
transaction held $8.2 million in 'CCC' rated collateral, down from
$14.2 million noted in the November 2012 trustee report, which S&P
used for its December 2012 rating actions.  In addition, according
to the September 2013 trustee report, the transaction held
$4.3 million, or 1.7% of the total collateral, in defaulted
assets, down from $5.2 million, or 1.1% of the total collateral,
noted in the November 2012 trustee report.

The affirmations on the class A-1, A-2, A-2B, A-3, and E notes
reflect S&P's belief that the credit support available is
commensurate with the current ratings.  The obligor concentration
supplemental test (which is part of S&P's criteria for rating
corporate collateralized debt obligation transactions) affected
the rating on the class E notes.

S&P's review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance.  In
line with S&P's criteria, its cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest-rate
and macroeconomic scenarios.  In addition, S&P's analysis
considered the transaction's ability to pay timely interest or
ultimate principal to each of the rated tranches.  The results
demonstrated, in S&P's view, that all of the rated outstanding
classes have adequate credit enhancement available at the new
rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Babson CLO Ltd. 2006-I

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

RATINGS AFFIRMED

Babson CLO Ltd. 2006-I

Class         Rating
A-1           AAA (sf)
A-2           AAA (sf)
A-2B          AAA (sf)
A-3           AAA (sf)


BANC OF AMERICA 2006-BIX1: Moody's Cuts X-1B Certs Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one notional
class of Banc of America Large Loan, Inc. Commercial Mortgage
Pass-Through Certificates, Series 2006-BIX1 as follows:

Cl. X-1B, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to B2 (sf)

Ratings Rationale:

The downgrade of IO Class X-1B is based on the weighted average
rating factor or WARF of its referenced classes.

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

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.6. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated November 20, 2012.

Deal Performance:

As of the October 15, 2013 Payment Date the transaction's
certificate balance has decreased by approximately 97% to $31.5
million from $1.2 billion at securitization due the payoff of 17
loans.

The pool to date has experienced $29,649 in losses affecting Class
L and $900,888 in cumulative interest shortfalls affecting Classes
J, K and L.

The certificates are collateralized by one loan, the Ballantyne
Village Loan that is REO.

The Ballantyne Village Loan ($31.5 million) is secured by a
166,041 square foot lifestyle retail center located in Charlotte,
North Carolina. As of September 2013, the property wsa 83% leased.
The loan became REO in November 2012 pursuant to a Deed-In-Lieu of
Foreclosure. The property is currently being marketed for sale by
the special servicer.


BANC OF AMERICA 2007-3: Fitch Cuts Ratings on 2 Certs to 'C'
------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 24 classes
of Banc of America Commercial Mortgage Trust (BACM) commercial
mortgage pass-through certificates series 2007-3.

Key Rating Drivers

Fitch modeled losses of 16.9% of the remaining pool; expected
losses on the original pool balance total 15.8%, including $63.3
million (1.8% of the original pool balance) in realized losses to
date. Fitch has designated 26 loans (35.7%) as Fitch Loans of
Concern, which includes 12 specially serviced assets (13.4%).

As of the September 2013 distribution date, the pool's aggregate
principal balance has been reduced by 17.5% to $2.9 billion from
$3.52 billion at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes K through S.

The largest contributor to expected losses is the Pacific Shores
Building 9 & 10 loan (6.3% of the pool), which is secured by two
buildings in a 10-building office development in Redwood City, CA
(Silicon Valley). The collateral consists of a 283,015-square foot
(sf) class A office building and a 164,732-sf flex industrial
building. The property's cash flow is expected to decline
significantly in connection with the sole tenant's lease renewal,
a rate of which is considerably lower than the property's average
rental rate at the time of securitization. The new lease, which
went into effect April 30, 2013, includes rent bumps through its
term however, and revenue should increase as rent step-ups occur.
The loan remains current.

The next largest contributor to expected losses is the specially-
serviced Metropolis Shopping Center loan (3%), which is currently
real estate owned (REO). The asset is a 507,050 sf retail
property, located in Plainfield, IN (a southwestern suburb of
Indianapolis). The loan transferred to special servicing in 2008
and became REO in November 2011. Leases at the property include:
JC Penney, with 94,370 sq Ft comprising (19%), leases expiry
November 2033; Carmike Cinemas (18%), expiry December 2020; and
Dick's Sporting Goods (13%), expiry January 2021. The property is
84.5% occupied as of June 2013. There is minimal upcoming rollover
until 2016 when 22% space rolls. Per the special servicer, CBRE
has been appointed as management and leasing agent at the property
and the asset is not being marketed for sale at this time.

The third largest contributor to expected losses is the specially-
serviced Renaissance Mayflower Hotel loan (6.6%), which is secured
by a 657-key, full-service luxury hotel located in the DuPont
Circle area of downtown Washington, D.C. The loan was transferred
to special servicing in June 2013 due to imminent default as a
result of cash flow issues at the property. The loan was
previously modified and matures on March 1, 2014. Per the July
2013 Smith Travel Research (STR) report, the property is lagging
its competitive set in terms of average daily rate (ADR) and
revenue per available room (RevPAR) with occupancy of 73.3%, ADR
$215.34 and (RevPAR) $162.24 compared to 71.9%, $228.82, $164.58
for its competitive set. Per the special servicer, the lender is
currently reviewing information provided and will discuss
potential restructuring options with the borrower. The loan
remains current.

Rating Sensitivity

Rating Outlooks on classes A-2 through A-1A remain Stable due to
increasing credit enhancement and continued paydown. Rating
Outlooks on classes A-M through A-MFL are Negative due to the
potential for further declines in performance associated with some
of the larger performing Fitch Loans of Concern.

Fitch downgrades the following classes:

-- $30.8 million class G to 'Csf' from 'CCsf'; RE 0%;
-- $48.3 million class H to 'Csf' from 'CCsf'; RE 0%.

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

-- $116.6 million class A-M at 'BBB-sf'; Outlook to Negative from
   Stable;

-- $100 million class A-MF at 'BBB-sf'; Outlook to Negative from
   Stable;

-- $135 million class A-MFL at 'BBB-sf'; Outlook to Negative from
   Stable;

-- $241.7 million class A-J at 'CCCsf'; RE 45%.

Fitch affirms the following classes:

-- $22.5 million class A-2 at 'AAAsf'; Outlook Stable;
-- $10.1 million class A-2FL at 'AAAsf'; Outlook Stable;
-- $133 million class A-3 at 'AAAsf'; Outlook Stable;
-- $69.1 million class A-AB at 'AAAsf'; Outlook Stable;
-- $1 billion class A-4 at 'AAAsf'; Outlook Stable;
-- $50 million class A-5 at 'AAAsf'; Outlook Stable;
-- $607.5 million class A-1A at 'AAAsf'; Outlook Stable;
-- $35.2 million class B at 'CCCsf'; RE 0%;
-- $48.3 million class C at 'CCCsf'; RE 0%;
-- $26.4 million class D at 'CCCsf'; RE 0%;
-- $26.4 million class E at 'CCsf'; RE 0%;
-- $35.2 million class F at 'CCsf'; RE 0%;
-- $35.2 million class J at 'Csf'; RE 0%;
-- $43.9 million class K at 'Csf'; RE 0%;
-- $26.4 million class L at 'Csf'; RE 0%;
-- $4.4 million class M at 'Csf'; RE 0%;
-- $17.6 million class N at 'Csf'; RE 0%;
-- $4.4 million class O at 'Csf'; RE 0%;
-- $8.8 million class P at 'Csf'; RE 0%;
-- $6.9 million class Q at 'Dsf'; RE 0%.

The class A-1 certificates have paid in full. Fitch does not rate
the class S certificates. Fitch previously withdrew the rating on
the interest-only class XW certificates.


BEAR STEARNS 2007-PWR17: Fitch Affirms 'D' Rating on Class H Certs
------------------------------------------------------------------
Fitch Ratings has downgraded three classes and affirmed 19 classes
of Bear Stearns Commercial Mortgage Securities Trust, series 2007-
PWR17 (BSCMS 2007-PWR17) commercial mortgage pass-through
certificates.

Key Rating Drivers

The downgrades are based on increased loss expectations, primarily
associated with three of the top 15 loans of the remaining pool.
Fitch modeled losses of 7.8% of the remaining pool; expected
losses on the original pool balance total 12%, including $191.1
million (5.9% of the original pool balance) in realized losses to
date. Fitch has designated 66 loans (32.7%) as Fitch Loans of
Concern, which includes 10 specially serviced assets (5.7%).

As of the September 2013 distribution date, the pool's aggregate
principal balance has been reduced by 21.2% to $2.57 billion from
$3.26 billion at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes G through S.

The largest contributor to expected losses is the DRA/Colonial
Office Portfolio loan (8.3% of the pool). The interest-only loan
is secured by 17 office and retail buildings that comprise
approximately 4.5 million square feet (sf) and are located across
five metropolitan statistical areas (MSAs), primarily in the south
and southeast. The loan has a total balance of $635.6 million and
is split into three equal pari passu notes. The loan has
transferred to special servicing in August 2012 for imminent
default due to declining occupancy with significant rollover. The
loan was modified in January 2013 and returned to the servicer in
May 2013. The loan modification included an increased interest-
only period for 24 months with a new maturity of July 2016. The
property continues to struggle as a result of significant
concessions given to rolling tenants over the last year. While
with the special servicer, two properties were released and sold
which paid down this piece of the loan by $35.4 million. The
servicer-reported net operating income (NOI) debt service coverage
ratio (DSCR) was 1.19x as of year-end 2012, and the occupancy was
85.9% as of second-quarter 2013.

The next largest contributor to expected losses is the specially-
serviced loan (2.7%), which is secured by three full-service
hotels, totaling 985 rooms, located in Duluth and Bloomington, MN
and Little Rock, AR. The loan transferred to special servicing in
June 2012 for maturity default. The Duluth property suffered
severe flooding in March 2013 after a water main break occurred
and underwent restoration that was finished in June. The borrower
had accepted an offer from the special servicer to pay off the
Duluth property in order to get a loan extension. If the property
is unable to pay off in October, the special servicer will pursue
all rights and remedies of the trust.

The third largest contributor to expected losses is the specially-
serviced Breckinridge Portfolio (0.6%), which is real estate owned
(REO). The portfolio is secured by three industrial buildings with
183,477 sf located in Duluth, GA. The asset transferred to special
servicing in May 2012 for imminent default due to a decline in
occupancy. The special servicer reports the property's occupancy
was 31% as of the second-quarter 2013.

Rating Sensitivity

The Rating Outlooks on classes A-3 through A-MFL remain Stable due
to sufficient credit enhancement. The Rating Outlook on class A-J
remains Negative due to the potential for further declines in
performance associated with some of the larger performing Fitch
Loans of Concern.

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

-- $269 million class A-J to 'B-sf' from 'BBsf'; Outlook
    Negative;
-- $28.5 million class B to 'CCCsf' from 'Bsf'; RE 0%;
-- $20.4 million class E to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes and assigns REs as indicated:

-- $199.6 million class A-3 at 'AAAsf'; Outlook Stable;
-- $105.2 million class A-AB at 'AAAsf'; Outlook Stable;
-- $1.2 billion class A-4 at 'AAAsf'; Outlook Stable;
-- $297.4 million class A-1A at 'AAAsf'; Outlook Stable;
-- $231 million class A-M at 'AAAsf'; Outlook Stable;
-- $95 million class A-MFL at 'AAAsf'; Outlook Stable;
-- $44.8 million class C at 'CCCsf'; RE 0%;
-- $24.5 million class D at 'CCsf'; RE 0%;
-- $28.5 million class F at 'Csf'; RE 0%;
-- $32.6 million class G at 'Csf'; RE 0%;
-- $12.8 million class H at 'Dsf'; RE 0%;
-- $0 class J at 'Dsf'; RE 0%;
-- $0 class K at 'Dsf'; RE 0%;
-- $0 class L at 'Dsf'; RE 0%;
-- $0 class M at 'Dsf'; RE 0%;
-- $0 class N at 'Dsf'; RE 0%;
-- $0 class O at 'Dsf'; RE 0%;
-- $0 class P at 'Dsf'; RE 0%;
-- $0 class Q at 'Dsf'; RE 0%.

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


BEAR STEARNS 2007-PWR18: S&P Lowers Rating on Class G Certs to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust 2007-PWR18, a U.S. commercial
mortgage-backed securities (CMBS) transaction, to 'D (sf)' from
'CCC- (sf)'.

S&P lowered its rating on class G to 'D (sf)' following principal
losses detailed in the Oct. 11, 2013, trustee remittance report.
S&P attributes the principal losses primarily to the $11.5 million
Candlewood Suites Northwoods Mall asset's liquidation at a 45.2%
loss severity (totaling $5.2 million in principal losses) of its
scheduled beginning balance.  Consequently, the Oct. 11, 2013,
trustee remittance report detailed that class G incurred
$3.5 million total principal losses, or 13.9% of the class'
original principal balance.  Class H, which S&P previously
downgraded to 'D (sf)', also experienced a principal loss that
reduced its outstanding principal balance to zero.

         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


CARFINANCE CAPITAL: S&P Assigns Prelim. BB Rating on Class D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CarFinance Capital Auto Trust 2013-2's $303.80 million
automobile receivables-backed notes series 2013-2.

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

The preliminary ratings are based on information as of Oct. 15,
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 42.8%, 28.8%, 24.1%,
      20.1%, and 16.7% credit support for the class A, B, C, D,
      and E notes, respectively, based on stressed cash flow
      scenarios (including excess spread), which provides coverage
      of more than 2.50x, 2.25x, 1.85x, 1.60x, and 1.00x S&P's
      12.0%-12.5% 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
      notes would remain within one rating category of its
      preliminary 'A (sf)' rating during the first year; and

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

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

   -- The transaction's cumulative net loss trigger.

   -- The transaction's payment and legal structures.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1884.pdf

PRELIMINARY RATINGS ASSIGNED

CarFinance Capital Auto Trust 2013-2

Class       Rating       Type           Interest          Amount
                                        rate(i)       (mil. $)(i)
A           A (sf)       Senior         Fixed             201.50
B           A- (sf)      Subordinate    Fixed              60.45
C           BBB (sf)     Subordinate    Fixed              18.60
D           BB (sf)      Subordinate    Fixed              10.85
E(ii)       B (sf)       Subordinate    Fixed              12.40

  (i) The interest rates and actual sizes of these tranches will
      be determined on the pricing date.
(ii) The class E notes are not being offered.


CARLYLE HIGH: S&P Affirms 'BB+sf' Ratings on 2 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from Carlyle High Yield Partners VII Ltd., a cash
flow collateralized loan obligation transaction managed by Carlyle
Investment Management LLC, and removed them from CreditWatch with
positive implications.  At the same time, S&P affirmed its ratings
on the class A and D notes.

The affirmation of the 'AAA (sf)' ratings on the class A notes and
the upgrades of the class B and C notes reflect an increase in
available credit support to the transaction.  Since S&P's August
2012 rating actions, the transaction has paid down the class A
noteholders by $168 million, to 13% of their initial issuance
amounts after considering the September 2013 payment date.  As a
result of the paydowns, the class A/B overcollateralization (O/C)
ratio has increased to 192%, from 127% in August 2012.

Currently, the largest obligor test constrains the ratings on the
class C and D notes.  This test intends to address the potential
concentration of exposure to obligors in the transaction's
portfolio.  This transaction has exposure to about 60 unique
obligors as of the September 2013 trustee report.  S&P raised its
rating on the class C note to 'AA+ (sf)' and affirmed its
'BB+ (sf)' rating on the class D notes.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Carlyle High Yield Partners VII Ltd.

              Rating
Class     To          From
A-1       AAA (sf)    AAA (sf)
A-2-A     AAA (sf)    AAA (sf)
A3        AAA (sf)    AAA (sf)
B         AAA (sf)    AA+ (sf)/Watch Pos
C         AA+ (sf)    A (sf)/Watch Pos
D-1       BB+ (sf)    BB+ (sf)
D-2       BB+ (sf)    BB+ (sf)


CBO HOLDINGS: S&P Withdraws 'CCsf' Rating on Class C-2 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on nine
classes of notes from two collateralized debt obligation (CDO)
transactions backed by mezzanine structured finance assets and one
CDO retranche transaction.

In S&P's view, these notes -- on which S&P has maintained 'CC
(sf)' or 'D (sf)' ratings for some time -- have little chance of
receiving full payment.  The withdrawals follow S&P's policy for
rating withdrawals, which reflects its belief that there is a lack
of market interest in the ratings on these notes.

          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

RATINGS WITHDRAWN

CBO Holdings III Ltd.
Series BIRCH 1A

                Rating
Class       To          From
C-2         NR          CC (sf)

Commodore CDO III Ltd.

            Rating      Rating
Class       To          From
A-1A        NR          CC (sf)
A-1C        NR          CC (sf)
A-2         NR          CC (sf)
B           NR          D (sf)
C-1         NR          D (sf)
C-2         NR          D (sf)

Diversified Asset Securitization Holdings III L.P.

            Rating      Rating
Class       To          From
A-3L        NR          CC (sf)
B-1L        NR          D (sf)

NR-Not rated.


CENTURION CDO 8: S&P Raises Rating on Class D Notes to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Centurion CDO 8 Ltd., a U.S. cash flow
collateralized loan obligation (CLO) transaction, and removed them
from CreditWatch with positive implications, where S&P had placed
them on Sept. 5, 2013.

Since the transaction's reinvestment period ended in March 2011,
it is currently in its amortization phase and paying down the
notes.  The upgrades reflect the $234.98 million partial paydowns
of the class A notes since S&P's May 2012 rating actions, which
caused each class' overcollateralization ratios to increase.

As of the Aug. 30, 2013, trustee report, the transaction has
roughly 13.25% of long-dated assets that have a maturity later
than the transaction's March 2017 legal final maturity, which
could expose the transaction to market value risk at maturity.
S&P considered this in its rating actions.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Centurion CDO 8 Ltd.

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


CIFC FUNDING: Moody's Rates $33.5-Mil. Class E Notes 'Ba3(sf)'
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CIFC
Funding 2013-IV, Ltd. (the "Issuer" or "CIFC Funding 2013-IV"):

U.S.$4,000,000 Class X Senior Secured Floating Rate Notes due 2024
(the "Class X Notes"), Assigned (P)Aaa (sf)

U.S.$304,000,000 Class A-1 Senior Secured Floating Rate Notes due
2024 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

U.S.$15,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2024
(the "Class A-2 Notes"), Assigned (P)Aaa (sf)

U.S.$21,500,000 Class B-1 Senior Secured Floating Rate Notes due
2024 (the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

U.S.$20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2024
(the "Class B-2 Notes"), Assigned (P)Aa2 (sf)

U.S.$16,500,000 Class C-1 Mezzanine Secured Deferrable Floating
Rate Notes due 2024 (the "Class C-1 Notes"), Assigned (P)A2 (sf)

U.S.$21,500,000 Class C-2 Mezzanine Secured Deferrable Floating
Rate Notes due 2024 (the "Class C-2 Notes"), Assigned (P)A2 (sf)

U.S.$5,000,000 Class C-3 Mezzanine Secured Deferrable Fixed Rate
Notes due 2024 (the "Class C-3 Notes"), Assigned (P)A2 (sf)

U.S.$28,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2024 (the "Class D Notes"), Assigned (P)Baa3 (sf)

U.S.$33,500,000 Class E Junior Secured Deferrable Floating Rate
Notes due 2024 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class X, Class A-1 Notes, Class A-2 Notes, Class B-1 Notes,
Class B-2 Notes, Class C-1 Notes, Class C-2 Notes, Class C-3
Notes, Class D Notes and Class E Notes are referred to herein,
collectively, as the "Rated Notes".

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

Ratings Rationale:

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

CIFC Funding 2013-IV is a managed cash flow CLO. The issued notes
will be collateralized primarily by broadly syndicated first lien
senior secured corporate debt. At least 90% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of second lien loans,
unsecured loans and secured bonds. The underlying collateral pool
is expected to be approximately 60% ramped as of the closing date.

CIFC Asset Management LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four year
reinvestment period. Thereafter, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk obligations, subject to certain restrictions.

In addition to the Rated Notes, the Issuer will issue subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 3.2.1.2
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

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

Par amount: $500,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.90%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 47.00%

Weighted Average Life (WAL): 8 years.

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

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

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

Percentage Change in WARF -- increase of 15% (from 2800 to 3220)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: 0

Class B-2 Notes: 0

Class C-1 Notes: -2

Class C-2 Notes: -2

Class D Notes: -1

Class E Notes: 0

Percentage Change in WARF -- increase of 30% (from 2800 to 3640)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C-1 Notes: -3

Class C-2 Notes: -3

Class D Notes: -2

Class E Notes: -1

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

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


CLAREGOLD TRUST 2007-2: S&P Raises Rating on Cl. F Notes From BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Claregold Trust's Series 2007-2, a Canadian commercial mortgage-
backed securities (CMBS) transaction.  Concurrently, S&P affirmed
its ratings on eight other classes from the same transaction,
including the Class X interest-only (IO) certificates.

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

The raised ratings on Classes B, C, D, E, and F reflect Standard &
Poor's expected credit enhancement for the classes, which S&P
believes is greater than its most recent estimate of necessary
credit enhancement for the respective ratings levels.  The
upgrades also reflect S&P's views regarding the current and future
performance of the transaction's collateral as well as the
deleveraging of the trust balance.  S&P also considered that the
transaction has not incurred any principal losses to date and that
no loans are currently reported with the special servicer.

The affirmation of the principal and interest paying classes
reflects S&P's expectation that the available credit enhancement
for the classes will be within its estimated necessary credit
enhancement requirement for the current outstanding ratings.  The
affirmation also reflects S&P's views of the remaining loans'
credit characteristics and performance as well as the transaction-
level changes.

While available credit enhancement levels may suggest further
positive ratings movement on certain raised and affirmed classes,
S&P's analysis also considered the deal structure and available
liquidity support for the respective classes, the six loans
totaling C$31.5 million (10.8%) that are on the master servicer's
watchlist, and the maturity profile of the remaining loans (59.4%
of the loans mature in 2016).  The affirmation of S&P's 'AAA (sf)'
rating on the Class X IO certificates reflects our 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 17g-7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

RATINGS RAISED

Claregold Trust
Commercial mortgage pass-through certificates Series 2007-2

                    Rating
Class          To          From     Credit enhancement (%)
B              AAA (sf)    AA (sf)                   13.51
C              AA (sf)     A (sf)                    10.44
D              A- (sf)     BBB (sf)                   6.34
E              BBB+ (sf)   BBB- (sf)                  5.53
F              BBB- (sf)   BB+ (sf)                   4.09

RATINGS AFFIRMED

Claregold Trust
Commercial mortgage pass-through certificates Series 2007-2

Class          Rating       Credit enhancement (%)
A-1            AAA (sf)                      16.86
A-2            AAA (sf)                      16.86
G              BB (sf)                        3.48
H              BB- (sf)                       3.07
J              B+ (sf)                        2.66
K              B (sf)                         2.46
L              B- (sf)                        1.72
X              AAA (sf)                        N/A

N/A-Not applicable.


CSFB 2001-MH29: Moody's Hikes Rating on Cl. M-2 Certs to B3(sf)
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
from CSFB ABS Trust Manufactured Housing Pass-Through Certificates
2001-MH29, backed by manufactured housing loans.

Complete rating actions are as follows:

Issuer: CSFB ABS Trust Manufactured Housing Pass-Through
Certificates 2001-MH29

Cl. M-1, Upgraded to Baa2 (sf); previously on Dec 14, 2010
Downgraded to Ba3 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Oct 25, 2012 Upgraded
to Caa3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of manufactured
housing loans backed pools and reflect Moody's updated loss
expectation on this pool. The tranches upgraded are primarily due
to the build-up in credit enhancement due to sequential pay
structure and non-amortizing subordinate bonds. Performance has
remained generally stable from Moody's last review.


CT CDO III: S&P Raises Rating on Class C Notes to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
certificates from CT CDO III Ltd., a U.S. commercial real estate
mortgage investment conduit (CRE CDO) transaction.  Concurrently,
S&P affirmed its ratings on seven other classes from the same
transaction.

The rating actions reflect our analysis of the transaction's
liability structure and the underlying collateral's credit
characteristics using S&P'sglobal collateralized debt obligations
(CDOs) of pooled structured finance assets criteria.  The rating
actions also reflect the results of the largest obligor default
test, which is part of the supplemental stress test.  The largest
obligor default test assesses the ability of a rated CDO of pooled
structured finance liability tranche to withstand the default of a
minimum number of the largest credit or obligor exposures within
an asset pool, factoring in the underlying assets' credit quality.

The upgrades reflect increased credit enhancement levels from the
principal repayment of the underlying collateral.  The upgrades
also reflect the transaction's exposure to underlying commercial
mortgage-backed securities (CMBS) collateral that has experienced
positive rating actions ($69.3 million, 46.7%).

The following collateral from the two transactions below have
experienced positive rating actions:

   -- GMAC Commercial Mortgage Securities Inc.'s series 1998-C2
      (Standard & Poor's not rated, classes G and H;
      $45.5 million, 30.6%); and

   -- GS Mortgage Securities Corp. II's series 1998-C1 (classes F
      and G; $23.8 million, 16.1%).

According to the Sept. 25, 2013, trustee report, the transaction's
collateral totaled $148.5 million.  Meanwhile, its liabilities
(including capitalized interest) totaled $150.1 million, which is
down from $341.3 million at issuance.  The transaction's current
asset pool includes 12 CMBS tranches from eight distinct
transactions issued between 1997 and 1999 ($148.5 million; 100%).
Of the underlying collateral, $28.8 million (19.4%) have
investment grade ratings or credit opinions.

The following two transactions have the highest exposure in CT CDO
III Ltd.:

   -- GMAC Commercial Mortgage Securities Inc.'s series 1998-C2
      (classes G, H, and K; $54.9 million, 37.0%); and

   -- GMAC Commercial Mortgage Securities Inc.'s series 1997-C1
      (class H; $35.2 million, 23.7%).

The rating actions remain consistent with the credit enhancement
available to support them, and reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

CT CDO III Ltd.

                Rating
Class      To              From
A-2        A- (sf)         BB- (sf)
B          BB (sf)         CCC- (sf)
C          B+ (sf)         CCC- (sf)
D          B (sf)          CCC- (sf)
E          CCC+ (sf)       CCC- (sf)
F          CCC (sf)        CCC- (sf)

RATINGS AFFIRMED

CT CDO III Ltd.

Class       Rating
G           CCC- (sf)
H           CCC- (sf)
J           CCC- (sf)
K           CCC- (sf)
L           CCC- (sf)
M           CCC- (sf)
N           CCC- (sf)


DRYDEN 30: S&P Assigns 'B' Rating on Class F Notes
--------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Dryden
30 Senior Loan Fund/Dryden 30 Senior Loan Fund LLC's
$473.15 million floating-rate notes.

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

The ratings reflect S&P's view of:

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (not including excess spread).

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections of the timely interest and ultimate
      principal payments on the rated notes, which S&P assessed
      using its cashflow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.259%-12.813%.

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1835.pdf

RATINGS ASSIGNED

Dryden 30 Senior Loan Fund/Dryden 30 Senior Loan Fund LLC

Class                   Rating      Amount (mil. $)
A                       AAA (sf)             312.15
B                       AA (sf)               64.75
C (deferrable)          A (sf)                39.25
D (deferrable)          BBB (sf)              24.25
E (deferrable)          BB (sf)               20.75
F (deferrable)          B (sf)                12.00
Subordinated notes      NR                    43.25

NR - Not rated.


DRYDEN XXVIII: S&P Affirms 'BB-' Rating on Class B-2L Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dryden
XXVIII Senior Loan Fund/Dryden XXVIII Senior Loan Fund LLC's
$379.00 million floating-rate notes following the transaction's
effective date as of Aug. 19, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

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

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


FLAGSHIP CREDIT: S&P Assigns Prelim. BB Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Flagship Credit Auto Trust 2013-2's $228.52 million
auto receivables-backed notes series 2013-2.

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

The preliminary ratings are based on information as of Oct. 15,
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 36.2%, 30.7%, 24.1%, and
      20.7% credit support (including excess spread) for the class
      A, B, C, and D notes respectively, based on stressed cash
      flow scenarios.  These credit support levels provide
      coverage of approximately 2.55x, 2.30x, 1.75x, and 1.50x
      S&P's 12.50%-13.00% expected cumulative net loss range for
      the class A, B, C, and D notes, respectively.

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

   -- The expectation that under a moderate ('BBB') stress
      scenario, all else being equal, the ratings on the class A,
      B, and C notes will remain within two rating categories of
      the assigned preliminary ratings during the first year.
      This is within the two-category rating tolerance for S&P's
      'A', and 'BBB' rated securities, as outlined in its credit
      stability criteria.

   -- The credit enhancement in the form of subordination,
      overcollateralization, a reserve account, and excess spread.

   -- The characteristics of the collateral pool being
      securitized; and

   -- The transaction's payment and legal structures.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1882.pdf

PRELIMINARY RATINGS ASSIGNED

Flagship Credit Auto Trust 2013-2

Class       Rating       Type          Interest        Amount
                                       rate (i)      (mil. $)
A           A+ (sf)      Senior        Fixed           180.50
B           A (sf)       Subordinate   Fixed            16.00
C           BBB (sf)     Subordinate   Fixed            20.60
D           BB (sf)      Subordinate   Fixed            11.42

(i) The actual coupons of these tranches will be determined on
     the pricing date.


FOUR CORNERS: Moody's Affirms 'Ba3' Rating on $11MM Notes Due 2020
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Four Corners CLO II,
Ltd.:

U.S.$21,500,000 Class C Deferrable Floating Rate Notes Due January
26, 2020, Upgraded to Aa3 (sf); previously on August 18, 2011
Upgraded to A1 (sf)

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

U.S. $232,000,000 Class A Floating Rate Notes Due 2020 (current
outstanding balance of $110,557,721), Affirmed Aaa (sf);
previously on August 18, 2011 Upgraded to Aaa (sf)

U.S. $10,5000,000 Class B Floating Rate Notes Due 2020, Affirmed
Aaa (sf); previously on August 18, 2011 Upgraded to Aaa (sf)

U.S.$9,500,000 Class D Deferrable Floating Rate Notes Due 2020,
Affirmed Baa2 (sf); previously on August 18, 2011 Upgraded to Baa2
(sf)

U.S. $11,000,000 Class E Deferrable Floating Rate Notes Due 2020,
Affirmed Ba3 (sf); previously on August 18, 2011 Upgraded to Ba3
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
September 2012. Moody's notes that the Class A Notes have been
paid down by approximately 31.1% or $49.9 million since that time.
Based on the latest trustee report dated September 5, 2013 the
Class A/B, Class C, Class D, and Class E overcollateralization
ratios are reported at 139.58%, 118.53%, 111.12% and 103.63%,
respectively, versus September 2012 levels of 128.22%, 113.90%,
108.54% and 102.93%, respectively.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the September 2013 trustee report, securities
that mature after the maturity date of the notes currently make up
approximately 8.38% 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 ratios of the Class D
and Class E notes, Moody's affirmed the rating of the Class D and
Class E notes due to the market risk posed by the exposure to
these long-dated assets.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $169.1 million, defaulted par of $0.5 million,
a weighted average default probability of 16.37% (implying a WARF
of 2476), a weighted average recovery rate upon default of 52.24%,
and a diversity score of 37. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Four Corners CLO II, Ltd, issued in January 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.


FOUR TIMES: S&P Affirms 'BB+' Rating on Class C Notes
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on four
classes of commercial mortgage pass-through certificates from Four
Times Square Trust's series 2006-4TS, a U.S. commercial mortgage-
backed securities (CMBS) transaction.

The affirmations on the principal and interest paying classes
reflect S&P's analysis of the transaction, primarily using its
criteria for rating U.S. and Canadian CMBS transactions.  S&P's
analysis included its revaluation of the Four Times Square
mortgage loan that serves as collateral for the trust, the
transaction structure, and the liquidity available to the trust.
S&P based its analysis on the loan partly on its review of the
borrower's operating statements for the years ended Dec. 31, 2012,
2011, and 2010, and the April 2013 rent roll.  Historically, the
property reported stable net operating income.  S&P's adjusted
valuation, using a 6.25% capitalization rate, yielded a whole-loan
stressed loan-to-value ratio of 47.2%.

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

As of the Oct. 16, 2013, trustee remittance report, the fixed-rate
Four Times Square mortgage loan has a whole-loan balance of
$598.2 million that is split into four promissory notes: A-1, A-2,
B, and C.  The $32.0 million A-1 and $516.1 million A-2 notes are
pari passu and senior to the $25.9 million subordinate junior B
note and $24.1 million subordinate junior C note.  The A-2, B, and
C notes, totaling $566.1 million, are the sole source of cash flow
for the certificates in the trust.  The $32.0 million A-1 note is
also included in LB-UBS Commercial Mortgage Trust 2007-C1, a U.S.
CMBS transaction.  The mortgage loan has a 5.59% per year fixed
interest rate, amortizes on a 33-year amortization schedule, and
matures on Dec. 11, 2020.

The Four Times Square loan is secured by a 48-story, 1.7 million-
sq.-ft. class A office building located in midtown Manhattan in
New York.  According to the April 2013 rent roll, the property was
99.9% leased, including the recent lease signed by H&M Hennes and
Mauritz AB for 42,510 sq. ft. of retail space at the property.
The two largest office tenants are Skadden, Arps, Slate, Meagher &
Flom LLP (49.0% of the net rentable area [NRA]; May 31, 2020,
lease expiration) and Advance Magazine Publishers Inc. doing
business as The Conde Nast Publications (Conde Nast) (45.5% of
NRA; April 30, 2019, lease expiration), according to the April
2013 rent roll.  It is S&P's understanding from the New York Times
article, "Conde Nast Will Be Anchor of 1 World Trade Center,"
published May 17, 2011, that Conde Nast agreed to lease one
million sq. ft. at 1 World Trade Center and that the Port
Authority of New York and New Jersey, which owns the site, will
assume the remaining years of Conde Nast's current lease at the
subject property.  The master servicer, Wells Fargo Bank N.A.,
indicated that it has not received a borrower's request regarding
the Conde Nast's lease at this time.  Wells Fargo reported a 1.61x
debt service coverage on the whole loan 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 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Four Times Square Trust
Commercial mortgage pass-through certificates series 2006-4TS

Class      Rating       Credit enhancement (%)
A          AAA (sf)                      8.83
B          AA+ (sf)                      4.26
C          BB+ (sf)                      0.00
X          AAA (sf)                       N/A

N/A-Not applicable.


G-FORCE 2005-RR: S&P Raises Rating on Class A-2 Notes to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 certificates from G-FORCE 2005-RR LLC, a U.S. resecuritized
real estate mortgage investment conduit (re-REMIC) transaction.
Concurrently, S&P affirmed its ratings on three other classes from
the same transaction.

The upgrade and affirmations reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics using its global collateralized debt
obligations of pooled structured finance assets criteria.  The
rating analysis primarily reflects the credit characteristics of
the underlying commercial mortgage-backed securities (CMBS)
collateral.

The upgrade on class A-2 reflects the amortization of the
underlying collateral.  As of the Sept. 24, 2013, trustee report,
class A-2 has an outstanding balance of $30.6 million, down from
$220.0 million at issuance.

According to the Sept. 24, 2013, trustee report, the transaction's
collateral totaled $112.7 million, while its liabilities
(including cumulative interest shortfalls) totaled $119.1 million;
this was down from $502.9 million at issuance.  The transaction's
current asset pool includes 19 CMBS tranches from 10 distinct
transactions issued between 1998 and 2000 ($112.7 million; 100%).
Of the underlying collateral, $30.1 million (26.7%) have
investment-grade ratings or credit opinions.

The following three transactions have the highest exposure in G-
FORCE 2005-RR LLC:

   -- Chase Commercial Mortgage Securities Corp.'s series 1998-2
      (classes H and I; $20.4 million, 18.1%);

   -- Bear Stearns Commercial Mortgage Securities' series 1999-WF2
      (classes I, J, and K; $19.7 million, 17.4%); and

   -- GMAC Commercial Mortgage Securities Inc.'s series 1999-C1
      (class H; $14.7 million, 13.0%).

The rating actions remain consistent with the credit enhancement
available to support them, and reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING RAISED

G-FORCE 2005-RR LLC
      Rating
Class       To             From
A-2         BB+ (sf)       B+ (sf)

RATINGS AFFIRMED

G-FORCE 2005-RR LLC
Class       Rating
B           CCC+ (sf)
C           CCC- (sf)
D           CCC- (sf)


G-STAR 2003-3: Fitch Affirms 'C' Ratings on 4 Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed six classes of G-Star 2003-3 Ltd./Corp
as a result of paydowns to the senior notes offsetting the
negative credit migration of the underlying collateral.

Key Rating Drivers:

Since the last rating action in November 2012, approximately 9.1
of the collateral has been downgraded and 1.6% has been upgraded.
Currently, 75.8% of the portfolio has a Fitch derived rating below
investment grade and 59.9% has a rating in the 'CCC' category and
below, compared to 67.3% and 53.3%, respectively, at the last
rating action. Over this period, the class A-1 notes have received
$20.3 million for a total of $329.3 million in principal paydowns
since issuance.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the same report. Fitch also
analyzed the structure's sensitivity to the assets that are
distressed, experiencing interest shortfalls, and those with near-
term maturities. Based on this analysis, the class A-1 notes'
breakeven rates are generally consistent with the ratings assigned
below.

For the class A-2 through B notes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class A-2 notes have been affirmed at 'CCsf', indicating that
default is probable. Similarly, the class A-3 and B notes have
been affirmed at 'Csf', indicating that default is inevitable. The
class B notes are currently receiving interest paid in kind (PIK)
whereby the principal amount of the notes is written up by the
amount of interest due.

The rating of the preferred shares addresses the likelihood that
investors will receive the ultimate return of the aggregate
outstanding rated balance by the legal final maturity date. The
assigned rating for the preferred shares indicates that default is
inevitable, as they are undercollateralized.

The Stable Outlook on the class A-1 notes reflects the credit
quality of the underlying collateral and the view that the
transaction will continue to delever.

Rating Sensitivity

Additional negative migration and defaults beyond those projected
by SF PCM as well as increasing concentration of weaker credit
quality assets could lead to downgrades for the transaction. G-
Star 2003-3 is a cash flow commercial real estate collateralized
debt obligation (CRE CDO) which closed on March 13, 2003. The
collateral is composed of 62.2% residential mortgage backed
securities (RMBS), 33.6% commercial mortgage backed securities
(CMBS), 3.5% real estate investment trusts (REIT), and 0.7% asset
backed securities (ABS).

Fitch has affirmed the following classes:

-- $10,709,743 class A-1 notes at 'BBsf'; Outlook Stable;
-- $48,000,000 class A-2 notes at 'CCsf';
-- $18,000,000 class A-3 notes at 'Csf';
-- $6,416,681 class B-1 notes at 'Csf';
-- $20,059,765 class B-2 notes at 'Csf';
-- $24,000,000 preferred shares at 'Csf'.


GMAC COMMERCIAL 1999-C2: Moody's Affirms 'C' Rating on Cl. L Certs
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed four classes of GMAC Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-
C2 as follows:

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

Cl. H, Upgraded to A1 (sf); previously on Dec 6, 2012 Upgraded to
Baa1 (sf)

Cl. J, Upgraded to Baa1 (sf); previously on Dec 6, 2012 Upgraded
to Ba1 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Dec 9, 2011 Upgraded to
Caa3 (sf)

Cl. L, Affirmed C (sf); previously on Mar 30, 2007 Downgraded to C
(sf)

Cl. X, Affirmed B3 (sf); previously on Feb 22, 2012 Downgraded to
B3 (sf)

Ratings Rationale:

The upgrades of two principal classes are due to an increase in
defeasance and lower Moody's expected loss.

The affirmation of one principal class is due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR), the Herfindahl Index (Herf), and
the weighted average rating factor (WARF) of CTL component
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement level for the affirmed class
is sufficient to maintain its current rating.

The ratings of Classes L and K are consistent with Moody's
expected loss and thus are affirmed.

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

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

Moody's rating action reflects a base expected loss of 3.0% of the
current balance, compared to 7.0% at last review. Moody's current
base expected loss plus cumulative realized losses is 2.5% of the
original balance, compared to 2.9% at last review. Moody's
provides a current list of base losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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.

In rating this transaction, Moody's used also 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 2.64 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 assessment in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 4, compared to 5 at last review.

In cases where the Herf falls below 20, Moody's employs also the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.6. The large loan model derives
credit enhancement levels based on an aggregation of adjusted loan
level proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated December 6, 2012.

Deal Performance:

As of the September 16, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 91% to $85.6
million from $974.5 million at securitization. The Certificates
are collateralized by 18 mortgage loans ranging in size from less
than 1% to 33% of the pool, with the top ten non-defeased loans
representing 79% of the pool. Six loans, representing 68% of the
pool, are secured by credit tenant leases (CTLs). Nine loans,
representing 21% of the pool, have defeased and are secured by
U.S. Government securities.

One loan, representing 2% of the pool, is on the master servicer's
watchlist. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Fifteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $21.6 million (16% loss severity on
average).

There are no loans currently in special servicing.

Moody's was provided with full year 2012 operating results for
100% of the pool, excluding defeasance loans. The conduit portion
of the deal is composed of three loans. Moody's weighted average
conduit LTV is 70% compared to 51% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 38%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 10.0%.

Moody's actual and stressed conduit DSCRs are 1.04X and 1.73X,
respectively, compared to 1.49X and 2.6X 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 three conduit loans represent 11% of the outstanding pool
balance. The largest loan is the Bal Seal Engineering Loan ($5.2
million -- 6.0%), which is secured by a 125,000 square foot
industrial property located in Foothill Ranch, California. The
property is 100% leased to Bal Seal Engineering Company through
January 2019. Due to single tenant exposure risk a lit/dark
analysis was applied at this review. Moody's LTV and stressed DSCR
are 50% and 2.14X, respectively, compared to 36% and 3.03X at last
review.

The second largest loan is the Dendrite Office Building Loan ($2.1
million -- 2.5%), which is secured by a 26,280 square foot office
complex located in Basking Ridge, New Jersey. The property was 76%
leased as of June 2013, the same as last review. Performance has
been stable since last review. However, there is significant lease
rollover risk within the next three years. The loan is on the
servicer's watchlist due to low DSCR and occupancy. Moody's LTV
and stressed DSCR are 114% and 0.95X, respectively, compared to
115% and 0.94X at last review.

The third largest loan is the 30 Executive Avenue Loan ($1.8
million -- 2.1%), which is secured by a 89,178 square foot
industrial property located in Edison, New Jersey. The property is
100% leased to Shekia Group through December 2015. Due to near
term lease rollover risk a lit/dark analysis was applied at this
review. Moody's LTV and stressed DSCR are 73% and 1.49X,
respectively, compared to 60% and 1.79X at last review.

The CTL component includes six loans ($58.3 million -- 68.1%)
secured by properties leased to five tenants under bondable
leases. The exposures are Ingram Micro Inc. ($40.6 -- 47.4% of the
pool; Moody's senior unsecured rating Baa3, stable outlook),
CarMax ($14.1 - 16.4%), Rite Aid Corporation ($1.5 million --
1.8%; Moody's senior unsecured rating Caa2; stable outlook),
Walgreen Co. ($1.5 million -- 1.7%; Moody's senior unsecured
rating Baa1; negative outlook), and CVS/Caremark Corporation ($0.7
million -- 0.8%; Moody's senior unsecured rating Baa1; stable
outlook).

The bottom-dollar weighted average rating factor (WARF) for the
CTL component is 1,026 compared to 1,495 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.


GOLUB CAPITAL: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Golub
Capital Partners CLO 15 Ltd./Golub Capital Partners CLO 15 LLC's
$452 million floating-rate notes following the transaction's
effective date as of May 9, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Golub Capital Partners CLO 15 Ltd./Golub Capital Partners CLO 15
LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     296.00
A-2                        AA (sf)                       56.00
B (deferrable)             A (sf)                        40.50
C (deferrable)             BBB (sf)                      20.50
D (deferrable)             BB (sf)                       39.00


HARCH CLO II: S&P Raises Rating on Class D Notes to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of notes from Harch CLO II Ltd., a cash flow
collateralized loan obligation (CLO) transaction.  At the same
time, S&P removed them from CreditWatch with positive
implications, where S&P had placed them on Sept. 5, 2013.  S&P
also affirmed its ratings on two other classes of notes.

The transaction is currently in its amortization phase and is
paying down the notes.  The upgrades largely reflect paydowns of
$78.09 million to the class A-1A, A-1B, A-2, and B notes since
S&P's January 2013 rating actions.  Because of this, class A-1A,
A-1B, and A-2 notes have paid down in full, and the
overcollateralization (O/C) ratios have increased for each
remaining class of notes:

   -- The class A/B O/C increased to 268.87%, up from 145.87% in
      December 2012.

   -- The class C O/C ratio is 180.10%, up from 128.93% in
      December 2012.

   -- The class D O/C ratio is 111.65%, up from 106.05% in
      December 2012.

   -- The class E O/C ratio is 101.20%, up from 100.94% in
      December 2012.

S&P raised its rating on class C to 'AAA (sf)' mainly due to the
pay downs of the senior notes.  In analyzing the class D notes,
S&P considered the portfolio's overall diversification and the
increase in overcollateralization, and upgraded the rating to
'BB-(sf)'.

The affirmation of the class B notes reflects the sufficient
credit support available to the notes at the current 'AAA (sf)'
rating level.  The affirmation of the class E notes reflects S&P's
belief that the current support available is commensurate with the
current rating level.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED, REMOVED FROM CREDITWATCH

Harch CLO II Ltd.
                Rating
Class        To         From
C            AAA (sf)   AA (sf)/Watch Pos
D            BB- (sf)   B- (sf)/Watch Pos

RATINGS AFFIRMED

Harch CLO II Ltd.
Class       Rating
B           AAA (sf)
E           CCC- (sf)


HEWETT'S ISLAND: S&P Raises Rating on Class E Notes to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of notes from Hewett's Island CLO V Ltd., a U.S.
collateralized loan obligation (CLO) managed by CypressTree
Investment Management Co. Inc.  At the same time, S&P removed the
ratings on the class A-R, A-T, B, C, and D notes from CreditWatch
with positive implications, where they were placed on Sept. 5,
2013.

The transaction is currently in its amortization phase and is
paying down the notes.  The upgrades primarily reflect
$185.66 million in paydowns to the class A-R and A-T notes since
S&P's July 2012 rating actions, bringing them to 28.18% of their
original balance.  As a result, the overcollateralization (O/C)
ratios increased as follows:

   -- The class A/B O/C ratio is 147.10%, up from 119.42% in July
      2012;

   -- The class C O/C ratio is 129.43%, up from 113.54% in July
      2012;

   -- The class D O/C ratio is 115.56%, up from 108.21% in July
      2012; and

   -- The class E O/C ratio is 105.58%, up from 103.91% in July
      2012.

In addition, S&P believes the underlying portfolio's credit
quality has improved over the same period.  According to the
August 2013 trustee report, the transaction held zero defaulted
assets, compared with the $6 million noted in the May 2012 trustee
report that S&P referenced for its July 2012 rating actions.
Furthermore, the transaction's asset portfolio held $10.15 million
in 'CCC' rated collateral in August 2013, down from $20.65 million
in May 2012.

The transaction also held $5.04 million in long-dated assets that
mature after the transaction's stated maturity.  S&P's analysis
considers the potential market value or settlement-related risk
arising from the remaining securities' potential liquidation on
the transaction's legal final maturity date.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH Actions

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


I-PREFERRED TERM III: Moody's Affirms Ba3 Rating on 3 Note Classes
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by I-Preferred Term
Securities III, Ltd.:

U.S. $251,500,000 Floating Rate Class A-1 Senior Notes Due
November 5, 2033 (current balance of $28,157,756.51), Upgraded to
Aaa (sf); previously on June 5, 2012 Upgraded to Aa1 (sf)

U.S. $40,000,000 Floating Rate Class A-2 Senior Notes Due November
5, 2033, Upgraded to Aa1 (sf); previously on June 5, 2012 Upgraded
to A1 (sf)

U.S. $15,000,000 Fixed/Floating Rate Class A-3 Senior Notes Due
November 5, 2033, Upgraded to Aa1 (sf); previously on June 5, 2012
Upgraded to A1 (sf)

U.S. $10,000,000 Fixed/Floating Rate Class A-4 Senior Notes Due
November 5, 2033, Upgraded to Aa1 (sf); previously on June 5, 2012
Upgraded to A1 (sf)

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

U.S. $51,000,000 Floating Rate Class B-1 Mezzanine Notes Due
November 5, 2033, Affirmed Ba3 (sf); previously on June 5, 2012
Upgraded to Ba3 (sf)

U.S. $27,690,000 Fixed/Floating Rate Class B-2 Mezzanine Notes Due
November 5, 2033, Affirmed Ba3 (sf); previously on June 5, 2012
Upgraded to Ba3 (sf)

U.S. $57,500,000 Fixed/Floating Rate Class B-3 Mezzanine Notes Due
November 5, 2033, Affirmed Ba3 (sf); previously on June 5, 2012
Upgraded to Ba3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 Notes and an
increase in the transaction's overcollateralization ratios since
December 2012.

Moody's notes that the Class A-1 Notes have been paid down by
approximately 33.75% or $14.34 million since the last rating
action, due to disbursement of principal proceeds from redemptions
of underlying assets and diversion of excess interest proceeds. As
a result of this deleveraging, the Class A-1 Notes' par coverage
improved to 937.6% from 691.76% since December 2012, as calculated
by Moody's. Based on the latest trustee report dated July 31 2013,
the Senior Principal Coverage Test and Class B Mezzanine Coverage
Test are reported at 279.2% (limit 128%) and 114.4% (limit 105%),
versus December 2012 levels of 282.79% and 124.75%, respectively.
Going forward, the Class A-1 Notes will continue to benefit from
the diversion of excess interest and the proceeds from potential
future redemptions of any assets in the collateral pool.

Moody's also notes that the credit quality of the underlying
portfolio have slightly improved. Based on Moody's calculation,
the weighted average rating factor (WARF) declined to 2771
compared to 2905 as the last review. The total par amount that
Moody's treated as defaulted or deferring has doubled from $20 mm
to $40 mm compared to December 2012. The increase in defaulted
amount has slightly offset the deleveraging on the notes and the
improvement in WARF.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par of $264 million, defaulted par of $40
million, a weighted average default probability of 42.36%
(implying a WARF of 2771), Moody's Asset Correlation of 16.14%,
and a weighted average recovery rate upon default of 5%. 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.

I-Preferred Term Securities III, Ltd., issued on 29 October 2003,
is a collateralized debt obligation backed by a portfolio of
insurance trust preferred securities.


ICONS LTD.: Moody's Affirms 'Caa1' Rating on 3 Note Classes
-----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by ICONS, Ltd.:

Class II Component Note (current balance of $52,400,000.00),
Upgraded to Baa2 (sf); previously on March 27, 2009 Downgraded to
Ba1 (sf)

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

Class I Component Note (current balance of $13,861,627.91),
Affirmed A1 (sf); previously on March 27, 2009 Downgraded to A1
(sf)

U.S. $8,000,000 Class C-1 Deferrable Mezzanine Notes Due 2034
(current balance of $6,679,637.61), Affirmed Caa1 (sf); previously
on March 27, 2009 Downgraded to Caa1 (sf)

U.S. $20,000,000 Class C-2 Deferrable Mezzanine Notes Due 2034
(current balance of $16,699,094.04), Affirmed Caa1 (sf);
previously on March 27, 2009 Downgraded to Caa1 (sf)

U.S. $6,000,000 Class C-3 Deferrable Mezzanine Notes Due 2034
(current balance of $5,009,728.22), Affirmed Caa1 (sf); previously
on March 27, 2009 Downgraded to Caa1 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class I Component and
the unrated Class A Notes and an increase in the transaction's
overcollateralization ratios since August 2012.

Moody's notes that Class I Component and Class A notes have been
paid down by approximately $21.0 mm and $14.0 mm respectively,
since August 2012, due to disbursement of principal proceeds from
redemptions of underlying assets. As a result of this
deleveraging, the Class I Component notes' par coverage improved
to 595.38% from 325.0% since the last review, as calculated by
Moody's. Based on the latest trustee report dated 26 August 2013,
the senior principal coverage ratio and the mezzanine principal
coverage ratio are reported at 162.6% (limit 135.4%) and 120.0%
(limit 110.7%), respectively, versus Trustee report dated on 24
August 2012 levels of 149.0% and 116.6%, respectively. Going
forward, the Class I Component and Class A notes will continue to
benefit from principal proceeds of potential future redemptions of
any assets in the collateral pool. After the June 2014 payment
date, they will benefit from the diversion of excess interest due
to a turbo future at the end of the priority of payments.

Moody's also notes that the deal has experienced a deterioration
in the credit quality of the underlying portfolio. Based on
Moody's calculation, the weighted average rating factor (WARF)
declined to 2129 compared to 1494 as the last review. The total
par amount that Moody's treated as defaulted or deferring remain
unchanged compared to the last review. The increase in the WARF
has slightly offset the positive effect of the deleveraging on the
notes.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par of $206 million, defaulted/deferring par
of $9 million, a weighted average default probability of 34.83%
(implying a WARF of 2129, Moody's Asset Correlation of 18.69%, and
a weighted average recovery rate upon default of 5%. 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.

ICONS, Ltd., issued on 26 May 2004, is a collateralized debt
obligation backed by a portfolio of insurance trust preferred
securities.


JMP CREDIT: S&P Affirms 'BB' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on JMP
Credit Advisors CLO II Ltd./JMP Credit Advisors CLO II LLC's
$320 million floating-rate notes, following the transaction's
effective date as of Aug. 20, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

JMP Credit Advisors CLO II Ltd./ JMP Credit Advisors CLO II LLC
$320 million floating-rate notes

Class                 Rating         Amount
                                     (mil. $)
X                     AAA (sf)       3.80
A                     AAA (sf)       217.60
B                     AA (sf)        34.00
C (deferrable)        A (sf)         17.00
D (deferrable)        BBB (sf)       18.70
E (deferrable)        BB (sf)        18.70
F (deferrable)        B (sf)         10.20


JP MORGAN 2003-CIBC7: S&P Affirms CCC- Rating on Cl. H Certs
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2003-
CIBC7, a U.S. commercial mortgage-backed securities (CMBS)
transaction.

"At the same time, we affirmed our ratings on six other classes
from the same transaction," S&P said.

"The rating actions follow our analysis of the transaction,
primarily using our criteria for rating U.S. and Canadian CMBS
transactions.  Our 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 (for more information on the transaction's key
characteristics, see "Transaction Update: JPMorgan Chase
Commercial Mortgage Securities Corp. (Series 2003-CIBC7),"
published Oct. 11, 2013," S&P said.

"The upgrades reflect our expected available credit enhancement
for these classes, which we believe is greater than our most
recent estimate of necessary credit enhancement for the respective
rating levels.  The upgrades also reflect our views regarding the
current and future performance of the transaction's collateral as
well as the deleveraging of the trust balance.  Our upgrades also
considered that 10 loans ($46.2 million, 13.5%) were paid off in
full subsequent to the Sept. 12, 2013, trustee remittance report,"
S&P said.

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

"While available credit enhancement levels may suggest positive
rating movements on certain classes, our analysis also considered
the deal structure, historical and current interest shortfalls,
the amount of liquidity available to the trust, the five assets
currently with the special servicer ($24.1 million, 7.0% of the
trust balance), and the 14 non defeased performing loans  totaling
$53.0 million (15.5%) maturing in 2013," S&P said.

"We affirmed our 'AAA (sf)' rating on the class X-1 interest only
(IO) certificates based on our criteria for rating IO securities,"
S&P said.

Ratings Raised

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CIBC7

                  Rating
Class        To         From            Credit enhancement (%)

B            AAA  (sf)   AA+ (sf)                         33.59
C            AAA  (sf)   AA- (sf)                         29.55
D            AA-  (sf)   A-  (sf)                         21.46
E            BBB+ (sf)  BBB- (sf)                         16.91

Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CIBC7

Class      Rating      Credit enhancement (%)

A-1A       AAA (sf)                     43.70
A-4        AAA (sf)                     43.70
F          BB  (sf)                     11.85
G          BB- (sf)                      8.82
H          CCC-(sf)                      3.26
X-1        AAA (sf)                      N/A

N/A-Not applicable.



JP MORGAN 2005-CIBC11: Moody's Affirms C Ratings on 2 Cert Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 16 classes of
J.P. Morgan Chase Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC11 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on May 25, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on May 25, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on May 25, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Affirmed Aaa (sf); previously on May 25, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-JFX, Affirmed Aaa (sf); previously on May 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Feb 24, 2011 Confirmed at
Aa2 (sf)

Cl. C, Affirmed Aa3 (sf); previously on Feb 24, 2011 Confirmed at
Aa3 (sf)

Cl. D, Affirmed A3 (sf); previously on Feb 24, 2011 Downgraded to
A3 (sf)

Cl. E, Affirmed Baa1 (sf); previously on Feb 24, 2011 Downgraded
to Baa1 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Oct 19, 2012 Downgraded to
Ba2 (sf)

Cl. G, Affirmed B2 (sf); previously on Oct 19, 2012 Downgraded to
B2 (sf)

Cl. H, Affirmed Caa2 (sf); previously on Oct 19, 2012 Downgraded
to Caa2 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Oct 19, 2012 Downgraded
to Caa3 (sf)

Cl. K, Affirmed C (sf); previously on Oct 19, 2012 Downgraded to C
(sf)

Cl. L, Affirmed C (sf); previously on Oct 19, 2012 Downgraded to C
(sf)

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

Ratings Rationale:

The affirmations of the principal classes A-1A through G are due
to key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain their
current ratings. The ratings of Classes H through L are consistent
with Moody's expected loss and thus are affirmed. The rating of
the 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 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 3.3% of the
current balance. At last review, Moody's base expected loss was
3.8%. Realized losses have increased from 2.2% of the original
balance to 2.4% since the prior review. Moody's base expected loss
plus realized losses is now 4.5% of the original pooled balance
compared to 5.0% at last review.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.64 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 31 compared to 29 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(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 19, 2012.

Deal Performance:

As of the October 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 34% to $1.19
billion from $1.80 billion at securitization. The Certificates are
collateralized by 120 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten non-defeased loans
representing 44% of the pool. Twelve loans, representing 7.2% of
the pool, have defeased and are secured by U.S. Government
securities. The pool does not contain any loans with investment
grade credit assessments.

Thirty loans, representing 14% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $42.6 million (43% loss severity on
average). Five loans, representing 6% of the pool, are currently
in special servicing. The largest specially serviced loan is the
90 Fifth Avenue Loan ($61.6 million --5.2% of the pool), which is
secured by a 129,417 square foot (SF) Class B office building
located in Manhattan, New York. The loan transferred to special
servicing in January 2013 for delinquent payments. The property
was slated for sale in 2012 but fell through when the top tenant
at the time, Forbes, stopped paying rent. Forbes has since vacated
the property. The borrower brought the loan current and completed
a $36M recapitalization with a new joint-venture partner. As of
June 2013, the property was 20% leased. Loan will be returned to
the master servicer after one additional month of monitoring.

The remaining four specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $5.8 million
loss for the specially serviced loans (50% expected loss on
average).

Moody's has assumed a high default probability for fourteen poorly
performing loans representing 8% of the pool and has estimated an
aggregate $15.8 million loss (17% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 90%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 78% compared to 85% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 13%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.55X and 1.34X, respectively, compared to
1.53X and 1.19X 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 22% of the pool. The largest
conduit loan is the Airport Industrial Park Loan ($99.0 million --
8.3% of the pool), which is secured by a 826,000 SF multi-level
warehouse and office complex located in Honolulu, Hawaii. As of
June 2013, the property was 94% leased. Property performance has
improved since securitization. Moody's LTV and stressed DSCR are
74% and 1.24X, respectively, compared to 88% and 1.05X at last
review.

The second largest loan is the Palm Spring Mile Loan ($93.6
million -- 7.9% of the pool), which is secured by a 1.17 million
SF anchored retail center located in Hialeah, Florida. The multi-
building complex and was constructed in four phases. Phase I is
commonly known as Mall on the Mile; Phase II is commonly known as
Palms Springs Village; and Phases III and IV are commonly known as
Philips Plaza and Shoppes at 49th, respectively. As July 2013, the
property was 97% leased compared to 98% at last review. The
property has a diverse tenant base, with no tenant accounting for
more than 9% of the NRA. Performance has continued to improve.
Moody's LTV and stressed DSCR are 60% and 1.62X, respectively,
compared to 70% and 1.40X at last review.

The third largest conduit loan is the Memorial Office Portfolio
Loan ($68.6 million -- 5.8% of the pool), which is secured by
three Class B and one Class A office properties located in West
Houston, Texas. As of June 2013, weighted average occupancy was
95% leased compared to 94% at last review. Property performance
has remained stable. Moody's LTV and stressed DSCR are 50% and
1.98X, respectively, compared to 56% and 1.79X at last review.


JP MORGAN 2010-C2: S&P Affirms 'BB' Rating on Class F Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 11
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Trust 2010-C2, a U.S.
commercial mortgage-backed securities (CMBS) transaction,
including the class X-A interest-only (IO) certificates.

The affirmations 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 and performance of the loan pool, the transaction
structure, and the liquidity available to the trust.

The affirmations of the principal and interest paying classes
reflect S&P's expectation that the available credit enhancement
for these classes will be within its estimated necessary credit
enhancement requirement for the current outstanding ratings.  The
affirmations also reflect S&P's review of the loans' credit
characteristics and performance as well as the transaction-level
changes.  In addition, S&P's analysis also considered that eight
loans ($156.9 million, 14.9%) mature between June and September of
2015.  The affirmation of our 'AAA (sf)' rating on the class X-A
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 17g-7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

J.P. Morgan Chase Commercial Mortgage Securities Trust 2010-C2
Commercial mortgage pass-through certificates

Class          Rating                 Credit enhancement (%)
A-1            AAA (sf)                    19.04
A-2            AAA (sf)                    19.04
A-3            AAA (sf)                    19.04
B              AA (sf)                     15.52
C              A (sf)                      10.43
D              BBB+ (sf)                    7.30
E              BBB- (sf)                    5.22
F              BB (sf)                      3.65
G              B (sf)                       2.35
H              B- (sf)                      2.09
X-A            AAA (sf)                      N/A

N/A-Not applicable.


LATITUDE CLO II: Moody's Affirms 'B' Rating on Class D Notes
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of the following notes issued by Latitude CLO II Ltd.:

U.S. $27,000,000 Class B Second Priority Deferrable Floating Rate
Notes Due 2018, Upgraded to A2 (sf); previously on August 25, 2011
Upgraded to Baa2 (sf)

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

U.S. $182,500,000 Class A-1 Senior Secured Floating Rate Notes Due
2018 (current outstanding balance of $95,699,284.10), Affirmed Aaa
(sf); previously on August 25, 2006 Assigned Aaa (sf)

U.S. $45,500,000 Class A-2 Senior Secured Floating Rate Notes Due
2018, Affirmed Aaa (sf); previously on August 25, 2011 Upgraded to
Aaa (sf)

U.S. $13,300,000 Class C Third Priority Deferrable Floating Rate
Notes Due 2018, Affirmed Ba2 (sf); previously on August 25, 2011
Upgraded to Ba2 (sf)

U.S. $9,500,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due 2018 (current outstanding balance of $8,955,390.48),
Affirmed B3 (sf); previously on August 25, 2011 Upgraded to B3
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the end of the reinvestment period in June 2013. Moody's notes
that the Class A-1 Notes have been paid down by approximately
29.3% or $39.6 million in September 2013. Based on Moody's
calculations, the Class A and Class B overcollatreralization
ratios are currently 140.6% and 118.1%, respectively.

Notwithstanding improvements in the overcollateralization ratios,
Moody's notes that the underlying portfolio includes a significant
number of investments in securities that mature after the maturity
date of the notes. Based on Moody's calculation, securities that
mature after the maturity date of the notes currently make up
approximately 20.4% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity. Moody's affirmed
the ratings of the Class C and Class D Notes due to the market
risk posed by the exposure to these long-dated assets.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $194.4 million, defaulted par of $22.8
million, a weighted average default probability of 15.49%
(implying a WARF of 2609), a weighted average recovery rate upon
default of 49.40%, 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.

Latitude CLO II Ltd., issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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 described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a 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% (2087)

Class A-1: 0

Class A-2: 0

Class B: +2

Class C: +1

Class D: 0

Moody's Adjusted WARF + 20% (3131)

Class A-1: 0

Class A-2: 0

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 are described
below:

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.


LB-UBS 2004-C1: Moody's Affirms 'C' Rating on Class M Notes
-----------------------------------------------------------
Moody's Investors Service downgraded the CMBS rating of one class
and affirmed thirteen classes of LB-UBS Commercial Mortgage Trust
Series 2004-C1 as follows:

Cl. A-4, Affirmed Aaa (sf); previously on Feb 20, 2004 Definitive
Rating Assigned Aaa (sf)

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

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

Cl. D, Affirmed Aa1 (sf); previously on Nov 21, 2006 Upgraded to
Aa1 (sf)

Cl. E, Affirmed Aa3 (sf); previously on Nov 21, 2006 Upgraded to
Aa3 (sf)

Cl. F, Affirmed A1 (sf); previously on Nov 21, 2006 Upgraded to A1
(sf)

Cl. G, Affirmed Ba1 (sf); previously on Nov 9, 2012 Downgraded to
Ba1 (sf)

Cl. H, Affirmed B3 (sf); previously on Nov 9, 2012 Downgraded to
B3 (sf)

Cl. J, Affirmed Caa1 (sf); previously on Nov 9, 2012 Downgraded to
Caa1 (sf)

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

Cl. L, Affirmed Ca (sf); previously on Nov 18, 2010 Downgraded to
Ca (sf)

Cl. M, Affirmed C (sf); previously on Nov 18, 2010 Downgraded to C
(sf)

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

Cl. X-ST, Downgraded to Baa1 (sf); previously on Feb 22, 2012
Downgraded to A3 (sf)

Ratings Rationale:

The affirmations to Classes A-4 through 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 A-4 through H are
sufficient to maintain their current ratings.

Classes J through M 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-CL, is
consistent with the expected credit performance of its referenced
classes and thus is affirmed.

The downgrade of IO class, Class X-ST, is to align its rating with
the expected credit performance of its referenced loan, the UBS
Center -- Stamford Loan ($175 million -- 31.3% of the pool). The
UBS Center --Stamford Loan has an investment grade credit
assessment, but the credit assessment was lowered during this
review to Baa1 from A3. Please refer to the deal performance
section for additional information.

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
5.7% of the current pooled balance compared to 4.9% at last
review. Moody's base expected loss plus cumulative realized losses
is now 4.6% of the original pooled balance compared to 4.3% at
last review. Moody's provides a current list of base expected
losses for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.64 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 6, compared to 10 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 8.6 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(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated November 9, 2012.
Deal Performance:

As of the September 17, 2013 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 61% to $559
million from $1.4 billion at securitization. The Certificates are
collateralized by 63 mortgage loans ranging in size from less than
1% to 31% of the pool, with the top ten loans representing 58% of
the pool. Thirteen loans, representing 17% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
One loan, representing 31% of the pool, has an investment grade
credit assessment.

Twenty-four loans, representing 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

No loans are currently in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans representing 3% of the pool and has estimated a
$12 million loss (70% expected loss based on a 95% probability
default) from these troubled loans.

Moody's was provided with full year 2012 and partial year 2013
operating results for 92% and 70% of the pool's non-defeased
loans, respectively. Moody's weighted average conduit LTV is 82%
compared to 83% at Moody's prior review. The conduit portion of
the pool excludes the defeased and troubled loans as well as the
loan with a credit assessment. Moody's net cash flow reflects a
weighted average haircut of 5% 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 1.45X and 1.28X,
respectively, compared to 1.48X and 1.31X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit assessment is the UBS Center -- Stamford
Loan ($175 million -- 31.3%), which is secured by the leasehold
interest in a 682,000 SF Class A office property located in
Stamford, Connecticut. The property is 100% leased to UBS AG (UBS)
and serves as its U.S. headquarters. The lease is triple net and
expires in December 2017, however, UBS is not obligated to pay a
base rent during the last 14 months of the lease. The loan has
benefited from a 24 year amortization schedule. The loan has
amortized 24% since securitization and will amortize down to
approximately $150 million by its October 2016 loan maturity.
Moody's value reflects a lit/dark blend to account for the
uncertainty surrounding UBS's lease renewal. Moody's current
credit assessment is Baa1 compared to A3 at last review.

The top three conduit loans represent 11.6% of the pool balance.
The largest conduit loan is the Kurtell Medical Office Portfolio
Loan ($26 million --4.6%), which is secured by 212,000 SF
contained in five medical office buildings and one out-patient
surgical center located in Nashville, Tennessee (5) and Orlando,
Florida. The portfolio contains one underperforming property, the
Lebanon Medical Center in Nashville, Tennessee. The overall
portfolio is 96% leased as of June 2013 compared to 94% at last
review. Moody's LTV and stressed DSCR are 87% and 1.24X,
respectively, compared to 85% and 1.27X at Moody's last review.

The second largest loan is the Passaic Street Industrial Park A-
Note ($22 million -- 3.9%), which is secured by 2.2 million SF of
Class C industrial warehouse complex located in Woodridge, New
Jersey. The loan transferred to special servicing in March 2010
due to imminent monetary default. The $38M whole loan was modified
with a note bifurcation, maturity extension and an interest rate
reduction in May 2012. The interest rate on the A-Note was reduced
to 4.5% from 6.65%, but the interest rate will increase to 5.5% in
January 2014 for the remainder of the loan term. The collateral is
69% leased as of June 2013 compared to 62% at last review. Moody's
LTV and stressed DSCR for the A-Note are 99% and 1.04X,
respectively, compared to 129% and 0.78X at last review.

The third largest conduit loan is the Green River Loan ($18
million -- 3.2%), which is secured by a 333 pad manufactured
housing community in Corona, California. The property is 92%
leased as of June 2013 compared to 90% at last review. Moody's LTV
and stressed DSCR are 67% and 1.46X, respectively, compared to 63%
and 1.46X at last review.


LB-UBS 2007-C1: S&P Lowers Rating on Class G Notes to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G commercial mortgage pass-through certificates from LB-UBS
Commercial Mortgage Trust 2007-C1, a U.S. commercial mortgage-
backed securities (CMBS) transaction, to 'D (sf)' from
'CCC- (sf)'.  Concurrently, Standard & Poor's affirmed its ratings
on 13 other classes from the same transaction, including the class
X-CL, X-CP, and X-W interest-only (IO) certificates.

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

S&P lowered its rating on class G to 'D (sf)' because it expects
that the accumulated interest shortfalls will remain outstanding
for the foreseeable future.  Class G has accumulated interest
shortfalls outstanding for 18 months to date.

As of the Sept. 17, 2013, trustee remittance report, the trust had
monthly interest shortfalls totaling $689,788, primarily related
to interest rate modifications of $300,980, special servicing fees
of $94,196, and appraisal subordinate entitlement reduction
amounts totaling $243,192 on 10 ($86.6 million, 3.1%) of the 15
($379.1 million, 13.4%) specially serviced assets.  ASER
recoveries of $98,130 offset the monthly interest shortfalls this
period.  The current monthly interest shortfalls affected all
classes subordinate to and including class G.

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 our 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, as well
as liquidity support available to the classes.

The affirmations of S&P's 'AAA (sf)' ratings on the class X-CL, X-
CP, and X-W IO certificates reflect 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

RATING LOWERED

LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage pass-through certificates

         Rating      Rating           Credit
Class    To          From           enhancement (%)
G        D (sf)      CCC- (sf)          4.17

RATINGS AFFIRMED

LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage pass-through certificates

Class    Rating                        Credit
                                    enhancement (%)
A-AB     AAA (sf)                       35.63
A-4      A+ (sf)                        35.63
A-1A     A+ (sf)                        35.63
A-M      BB- (sf)                       22.52
A-J      B- (sf)                        11.38
B        B- (sf)                        10.40
C        CCC (sf)                        8.43
D        CCC- (sf)                       7.12
E        CCC- (sf)                       6.46
F        CCC- (sf)                       5.32
X-CL     AAA (sf)                        N/A
X-CP     AAA (sf)                        N/A
X-W      AAA (sf)                        N/A

N/A-Not applicable.


LATITUDE CLO I: Moody's Hikes $13.3MM Notes' Rating to 'Ba1(sf)'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Latitude CLO I Ltd.:

U.S.$23,000,000 Class B-1 Second Priority Deferrable Floating Rate
Notes Due December 15, 2017, Upgraded to Aa2 (sf); previously on
December 10, 2012 Upgraded to A3 (sf);

U.S.$2,000,000 Class B-2 Second Priority Deferrable Fixed Rate
Notes Due December 15, 2017, Upgraded to Aa2 (sf); previously on
December 10, 2012 Upgraded to A3 (sf);

U.S.$13,300,000 Class C Third Priority Deferrable Floating Rate
Notes Due December 15, 2017, Upgraded to Ba1 (sf); previously on
December 10, 2012 Upgraded to Ba2 (sf).

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

U.S.$185,000,000 Class A-1 Senior Secured Floating Rate Notes Due
2017 (current outstanding balance of $29,316,232.90), Affirmed Aaa
(sf); previously on December 13, 2005 Assigned Aaa (sf);

U.S.$45,000,000 Class A-2 Senior Secured Floating Rate Notes Due
December 15, 2017, Affirmed Aaa (sf); previously on December 10,
2012 Upgraded to Aaa (sf);

U.S.$9,500,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due December 15, 2017, Affirmed B3 (sf); previously on
December 10, 2012 Upgraded to B3 (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
October 2012. Moody's notes that the Class A-1 Notes have been
paid down by approximately 80% or $118.6 million since December
2012. Based on the latest trustee report dated September 6, 2013,
the Class A, Class B, Class D and Class C overcollateralization
ratios are reported at 157.6%, 124.1%, 111.4%, and 103.9%,
respectively, versus October 2012 levels of 128.6%, 113.9%, 107.3%
and 103.1%, respectively. The overcollateralization ratios
reported in the September 2013 report do not reflect the September
16, 2013 payment distribution of $18.1 million to the Class A-1
Notes.

Rating actions also reflect a correction to Moody's modelling of
the cash flow waterfall used to rate this transaction. In the
prior rating action Moody's incorrectly modeled the priority of
payments with respect to Class B-1 and Class B-2 Notes. This error
has been corrected, and rating actions reflect this change.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculations, securities that mature
after the maturity date of the notes currently make up
approximately 19.88% 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 D Notes, Moody's affirmed the rating of the Class D
Notes due in part to the market risk potentially posed by the
exposure to these long-dated assets.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $121.0 million, defaulted par of $16.8
million, a weighted average default probability of 16.16%
(implying a WARF of 2782), a weighted average recovery rate upon
default of 51.50%, a weighted average spread of 3.47%, and a
diversity score of 37. The default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed. The default probability is
derived from the credit quality of the collateral pool and Moody's
expectation of the remaining life of the collateral pool. The
average recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

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

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 described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a 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% (2226)

Class A-1: 0

Class A-2: 0

Class B-1: +2

Class B-2: +2

Class C: +1

Class D: +1

Moody's Adjusted WARF + 20% (3338)

Class A-1: 0

Class A-2: 0

Class B-1: -2

Class B-2: -2

Class C: -1

Class D: 0

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

Sources of additional performance uncertainties are described
below:

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

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

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value. In consideration of the size of the deal's exposure
to long-dated assets, which increases its sensitivity to the
liquidation assumptions used in the rating analysis, Moody's ran
different scenarios considering a range of liquidation value
assumptions. However, actual long-dated asset exposure and
prevailing market prices and conditions at the CLO's maturity will
drive the extent of the deal's realized losses, if any, from long-
dated assets.


LCM XIV: S&P Affirms Bsf Rating on $10MM Class F Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on LCM XIV
L.P./LCM XIV LLC's $386.25 million floating-rate notes following
the transaction's effective date as of July 11, 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")," S&P said.

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

"We believe 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," S&P said.

"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," S&P said.

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

"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 said.

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

Ratings Affirmed

LCM XIV L.P./LCM XIV LLC

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                       5.00
A                          AAA (sf)                     250.00
B                          AA (sf)                       60.00
C (deferrable)             A (sf)                        26.50
D (deferrable)             BBB (sf)                      19.00
E (deferrable)             BB (sf)                       15.75
F (deferrable)             B (sf)                        10.00


LEHMAN BROTHERS 2006-LLF: Moody's Cuts X-2 Certs Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service affirmed the rating of one and
downgraded the rating of one Interest Only (IO) classes of Lehman
Brothers Floating Rate Commercial Mortgage Trust 2006-LLF C5,
Commercial Mortgage Pass-Through Certificates, Series 2006-LLF C5.
Moody's rating action is as follows:

Cl. X-2, Downgraded to Caa1 (sf); previously on Jul 12, 2013
Affirmed B1 (sf)

Cl. X-FLP, Affirmed Caa3 (sf); previously on Jul 12, 2013 Affirmed
Caa3 (sf)

Ratings Rationale:

The rating of the IO Class, Class X-2, is downgraded to align its
rating with the expected credit performance of its referenced
classes. The rating of the IO Class, Class X-FLP, is affirmed as
it references the credit assessment of the National Conference
Center Loan, and the loan's credit assessment remains unchanged.
Moody's does not rate outstanding principal classes G, H, J, K and
L.

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

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.6. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated July 12, 2013.

Deal Performance:

As of the October 15, 2013 Payment Date, the transaction's
aggregate certificate balance decreased from $427 million at last
review to approximately $97 million due to the loan pay off of the
Walt Disney World Swan and Dolphin Loan. The Certificates are
collateralized by three floating rate whole loans and senior
interests in whole loans. The loans range in size from 26% to 38%
of the pooled balance. The pool's Herfindahl Index has improved
from 1.7, at the last review to 2.9.

The largest loan in the pool is secured by fee interest in
National Conference Center Loan ($37 million; 38% of the pooled
balance). The 917 room property is located in Lansdowne, VA, 35
miles outside of Washington, DC. The four building complex is a
conference/training center with 265,000 square feet of meeting
space located on 67 acres of land (net of 45 acres sold in 1Q
2013). The net proceeds of $18.7 million from the sale of land to
the municipality where the property is located were used to
establish various reserves, reimburse fees and advances,
construction of a garage necessary to replace parking lost as a
result of the land sale and a $4.3 million pay down of the trust
debt.

The first loan forbearance period expired on September 30, 2013.
The Mezzanine Lender decided not to exercise its right to a second
forbearance period, which would have extended the forbearance
period until June 2014. Per the forbearance agreement, the
Borrower and Mezzanine Lender placed the property deed in escrow
to facilitate a deed-in-lieu foreclosure, and agreed to deliver
the deed-in-lieu to the lender if the loan is not repaid in full.
The loan is being marketed for sale. Purchasers will obtain the
rights under the escrow agreement relating to the collateral deed
simultaneously with the closing of the loan acquisition. Moody's
current credit assessment for the pooled portion is Caa3, the same
as last review.

The second (Continental Grand Plaza Loan) and the third (30
Montgomery Street Loan) loans were modified in 2010 and 2011,
respectively and returned to master servicer. Both loans appear to
be showing positive momentum. Both loans mature in the second half
of 2014.

Moody's weighted average pooled LTV ratio is 143%, and Moody's
weighted average stressed debt service coverage ratio (DSCR) for
pooled trust debt is 0.37X. Currently, the pool has incurred $40.2
million in cumulative bond losses, and $267,317 in interest
shortfalls.


MARATHON CLO II: S&P Raises Rating on Class D Notes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-2, B, C, and D notes from Marathon CLO II Ltd., a cash flow
collateralized loan obligation transaction managed by Marathon
Asset Management LLC.  At the same time, S&P removed these four
ratings from CreditWatch, where they were placed with positive
implications on Sept. 5, 2013.  In addition, S&P affirmed its 'AAA
(sf)' ratings on the Class A-1A and A-1B notes from the same
transaction.

Since S&P's December 2012 rating actions, the transaction has paid
down the Class A-1 noteholders by another $140 million, to 21% of
their initial issuance amounts.  As the senior notes have paid
down, the number of unique obligors within the portfolio has also
decreased to fewer than 60.  The top obligor test constrains the
rating on the Class D note to the 'BB (sf)' rating category.  The
percentage of assets with a rating in the 'CCC' category is
currently above 10% but slightly lower than in November 2012.
However, the note paydowns have resulted in a large increase in
credit support to the transactions.  The Class A
overcollateralization (O/C) ratio has increased to 176% from 134%
in November 2012.

S&P 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 S&P will take further
rating actions as it deems necessary.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Marathon CLO II Ltd.

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


MARATHON REAL 2006-1: Moody's Affirms Caa3 Rating on Class K Notes
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of eleven
classes of notes issued by Marathon 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 Mar 19, 2009 Confirmed
at Aaa (sf)

Cl. A-2, Affirmed Aa2 (sf); previously on Mar 19, 2009 Downgraded
to Aa2 (sf)

Cl. B, Affirmed A1 (sf); previously on Mar 19, 2009 Downgraded to
A1 (sf)

Cl. C, Affirmed Baa1 (sf); previously on Mar 19, 2009 Downgraded
to Baa1 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Dec 1, 2010 Downgraded to
Baa3 (sf)

Cl. E, Affirmed Ba1 (sf); previously on Dec 1, 2010 Downgraded to
Ba1 (sf)

Cl. F, Affirmed Ba3 (sf); previously on Dec 1, 2010 Downgraded to
Ba3 (sf)

Cl. G, Affirmed B2 (sf); previously on Dec 1, 2010 Downgraded to
B2 (sf)

Cl. H, Affirmed Caa1 (sf); previously on Dec 1, 2010 Downgraded to
Caa1 (sf)

Cl. J, Affirmed Caa2 (sf); previously on Dec 1, 2010 Downgraded to
Caa2 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Dec 1, 2010 Downgraded to
Caa3 (sf)

Ratings Rationale:

Marathon Real Estate CDO 2006-1, Ltd. is a static (the
reinvestment period ended in May 2011) cash transaction backed by
a portfolio of: i) whole loans (43.3% of the pool balance); ii)
commercial mortgage backed securities (CMBS), including rake bonds
(29%); iii) B-Notes (11.3%); iv) CRE CDO debt (9.1%); v) mezzanine
interests (3.8%); vi) real estate investment trust (REIT) debt
(1.7%); vii) rake bonds (0.6%); and viii) asset backed securities
(ABS) (1.2%). As of the September 25, 2013 Trustee Report, the
aggregate note balance of the transaction, including preferred
shares, has decreased to $784.5 million from $1.0 billion at
issuance, as a result of the paydown directed to the most senior
outstanding class of notes.

There are 8 assets with a par balance of $84.1 million (10% of the
current pool balance) that are considered defaulted as of the
September 25, 2013 Trustee report. Moody's does expect significant
losses to occur on the defaulted assets once they are realized.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 5,302
compared to 4,600 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (3.2% compared to 3.6%), A1-A3
(8.7% compared to 9.3%),Baa1-Baa3 (5.6% compared to 9.7% at last
review), Ba1-Ba3 (6.7% compared to 5.1% at last review), B1-B3
(16.5% compared to 14.3% at last review), and Caa1-Ca/C (59.2%
compared to 58% at last review).

Moody's modeled to a WAL of 4.2 years compared to 4.7 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 33.1% compared to 33.3% at last
review.

Moody's modeled a MAC of 8.4% compared to 8.3% at last review.

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

The cash flow model, CDOEdge(R) 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 33.1% to 23.1% or up to 43.1% would result in the
modeled rating movement on the rated tranches of 0 to 5 notches
downward and 0 to 6 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.


ML-CFC COMMERCIAL 2006-3: Moody's Affirms 'C' Ratings on 3 Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-
Through Certificates, Series 2006-3 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Nov 30, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 30, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Nov 30, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. AM, Affirmed Aa3 (sf); previously on Dec 2, 2010 Downgraded to
Aa3 (sf)

Cl. AJ, Affirmed Ba2 (sf); previously on Oct 18, 2012 Downgraded
to Ba2 (sf)

Cl. B, Affirmed B1 (sf); previously on Oct 18, 2012 Downgraded to
B1 (sf)

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

Cl. D, Affirmed Caa3 (sf); previously on Dec 2, 2010 Downgraded to
Caa3 (sf)

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

Cl. F, Affirmed C (sf); previously on Dec 2, 2010 Downgraded to C
(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. XC, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. XP, Affirmed Aaa (sf); previously on Nov 30, 2006 Definitive
Rating Assigned Aaa (sf)

Ratings Rationale:

The affirmations of Classes AS-B through B 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 affirmations of Classes C through H are due to Moody's
expected loss remaining within a range commensurate with the in-
place rating.

The ratings of the IO Classes, XC and XP, are consistent with the
expected credit performance of their referenced classes and thus
are affirmed.

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

Moody's rating action reflects a base expected loss of
approximately 8.0% of the current deal balance. At last review,
Moody's base expected loss was approximately 7.9%. Moody's base
expected loss plus realized loss figure is now 9.9% of the
original, securitized deal balance, compared to 9.8% at Moody's
last review. Moody's provides a current list of base losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.64 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 34, compared to a Herf of 37 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(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 18, 2012.

Deal Performance:

As of the October 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 22% to $1.90
billion from $2.43 billion at securitization. The Certificates are
collateralized by 179 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans (excluding
defeasance) representing 37% of the pool. The pool contains no
loans with investment-grade credit assessments. Two loans,
representing approximately 1% of the pool, are defeased and are
collateralized by U.S. Government securities.

Thirty loans, representing 15% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-three loans have liquidated from the pool, contributing to
an aggregate realized loss to the trust of $90 million. Loans that
were liquidated from the pool averaged a 49% loss severity.
Currently, 17 loans, representing 23% of the pool, are in special
servicing. The largest specially serviced loan is the Atrium Hotel
Portfolio Loan ($242 million -- 13% of the pool), which is secured
by a portfolio of six hotels with a total of 1,473 rooms. Five of
the six properties carry the Embassy Suites flag. The hotels are
located in secondary or tertiary markets, and property locations
include Tampa, Florida; Monterey, California; and Topeka, Kansas.
The loan entered special servicing in May 2013 for imminent
default. Portfolio occupancy was 74% at year-end 2012, up from 72%
at Moody's last review. Property financial performance has shown
gains over the past two years, with NOI rising to $20.7 million
for 2012, up from the $17.2 million reported in 2010. Still,
performance remains well below the $27.1 million reported at
securitization. The borrower is in discussions with the servicer
about a possible modification, though it is unclear whether a
modification is likely at this point. The loan remains current.

The remaining specially serviced loans are secured by a mix of
commercial, retail and hotel property types. Moody's estimates an
aggregate $74 million loss (39% expected loss) for all specially
serviced loans.

Moody's has assumed a high default probability for 30 poorly-
performing loans representing 7% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $19 million loss
(15% expected loss severity based on a 50% probability default).

Based on the most recent remittance statement, Classes F through H
have experienced cumulative interest shortfalls totaling $11.6
million. Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal subordinate
entitlement reductions (ASERs), extraordinary trust expenses, loan
modifications that include either an interest rate reduction or a
non-accruing note component, and non-recoverability determinations
by the servicer that involve either a clawback of previously made
advances or a decision to stop making future advances.

Moody's was provided with full-year 2012 and partial-year 2013
operating results for 98% and 23% of the performing pool,
respectively. Excluding troubled and specially-serviced loans,
Moody's weighted average LTV is 103%, compared to 108% at last
full review. Moody's net cash flow reflects a weighted average
haircut of 10.5% 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 1.23X and 1.04X, respectively, compared to
1.21X and 0.99X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 14% of the pool. The largest
loan is the Wilton Portfolio Pool 1 Loan ($115 million -- 6% of
the pool), which is secured by a portfolio of 45 properties in the
greater Richmond, Virginia area. The portfolio consists of six
anchored retail, 15 unanchored retail, 18 industrial, and six
office properties. The majority of the assets are in the northwest
suburban county of Henrico. The loan is on the watchlist for low
DSCR despite occupancy levels which have held steady near 85% for
several years. Recent increases in base rental revenues have been
offset by greater increases in expenses, causing financial
performance to drop for each of the past two years of reporting.
Nevertheless, the loan benefits from amortization, keeping loan
LTV largely steady since securitization. Moody's current LTV and
stressed DSCR are 101% and 1.02X, respectively, compared to 100%
and 1.03X at last review.

The second-largest loan is the Westin Arlington Gateway Loan ($89
million -- 5% of the pool). The loan is secured by a 366-key full-
service hotel in the Ballston section of Arlington, Virgina, a
suburb of Washington, DC. The loan has been on and off the
watchlist since 2010 for low DSCR, and is currently on the
watchlist. Despite a sharp drop in overall performance from 2011
to 2012, reporting from the first quarter of 2013 shows signs of
improvement, with occupancy up one point to 77% for the trailing-
twelve-month period ending March 2013, compared to 76% for 2012.
NOI over that same period increased by a more substantial 4%
mainly on strong growth in food and beverage and garage revenues.
Moody's current LTV is over 100% and the stressed DSCR is 0.84X.

The third-largest loan is the Farmers Market I, II & III Loan ($54
million -- 3% of the pool). The loan is secured by a 376,000
square foot office property in Sacramento, California. The anchor
tenant is the State of California, which occupies over 99% of the
property net rentable area (NRA). The State of California formerly
had a lease set to expire in June 2014, however the lease was
recently extended through June 2017. The loan benefits from
amortization and is scheduled to mature in June 2016. Moody's
current LTV and stressed DSCR are 90% and 1.15X, respectively,
compared to 91% and 1.14X at last review.


MLCFC COMMERCIAL 2007-5: Fitch Cuts Ratings on 3 Cert. Classes
--------------------------------------------------------------
Fitch Ratings has downgraded three and affirmed 17 classes of
MLCFC Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 2007-5.

Key Rating Drivers

The downgrade of classes B and C reflects a greater certainty of
loss expectations of the overall pool, including anticipated
losses from the specially serviced loans, since Fitch's last
rating action. The downgrade of class H reflects realized losses
to the class. Fitch modeled losses of 17.8% of the remaining pool;
expected losses on the original pool balance total 15.7%,
including $125.2 million (2.8% of the original pool balance) in
realized losses to date. Fitch has designated 74 loans (49.7% of
the pool) as Fitch Loans of Concern, which includes 24 specially
serviced assets (34% of the pool).

As of the September 2013 distribution date, the pool's aggregate
principal balance has been reduced by 11.7% to $3.92 billion from
$4.44 billion at issuance. Per the servicer reporting, one loan
(0.05% of the pool) is defeased. Interest shortfalls are currently
affecting classes B through Q.

The largest contributor to expected losses is the specially-
serviced Peter Cooper Village/Stuyvesant Town (PCV/ST) loan (20.4%
of the pool), which is secured by a 56-building multi-family
complex with 11,227 units located on the east side of Manhattan in
New York City. The loan transferred to special servicing in
November 2009 at the borrowers request. Subsequently, in October
2012 PCV/ST suffered damage from Hurricane Sandy; property
restoration efforts are on-going including repairs to the basement
and landscaping. Additionally, in November 2012 the special
servicer (CWCapital) announced a settlement to The Roberts
Litigation to address historical overcharges and future rents for
over 4,300 units. Final approval for the settlement was received
in April 2013 and it is anticipated that implementation will take
approximately 18 months. The second-quarter 2013 NOI DSCR was
0.92x and current occupancy is 98%. Fitch believes that
stabilization of the property remains on schedule and expects the
property to be marketed for sale in mid-to-late 2014.

The next largest contributor to expected losses is the specially-
serviced HSA Memphis Industrial Portfolio loan (1.7% of the pool),
which is secured by 15 industrial/flex/office buildings with
nearly 1.6 million square feet (sf) disbursed across three
industrial parks in Memphis, TN. The loan transferred to special
servicing in September 2010 due to imminent monetary default, and
foreclosure occurred in October 2011. Subject is currently REO and
the properties were 55% leased as of August 2013.

The third largest contributor to expected losses is the specially-
serviced Resurgens Plaza loan (2% of the pool), which is secured
by a 27-story, 393,107 sf office building located in Atlanta, GA.
The loan transferred to special servicing in April 2011, was
foreclosed upon in December 2011, and is currently REO. The
building is 72% occupied and the majority of major planned
renovations including the Grand Lobby are complete. Remaining
renovations, such as completion of fitness center, are pending.

Rating Sensitivity

Rating Outlooks on classes A-3 and A-SB remains Stable due to
sufficient credit enhancement and continued paydown. Negative
Outlooks on classes A-4, A-4FL, A-1A, AM and AM-FL are due to
volatility surrounding values and future losses on the specially
serviced assets. Additionally, a number of loans within the top 15
have loan-to-values (LTVs) in excess of 90%, which can impact a
loan's ability to refinance at maturity, and six of the top 15 are
in special servicing.

Fitch downgrades the following classes as indicated:

-- $77.3 million class B to 'Csf' from 'CCsf', RE 0%;
-- $33.1 million class C to 'Csf' from 'CCsf', RE 0%;
-- $40.5 million class H to 'Dsf' from 'Csf', RE 0%.

Fitch affirms the following classes and revised Outlooks as
indicated:

-- $1.1 billion class A-4 at 'AAAsf', Outlook to Negative from
   Stable;
-- $245 million class A-4FL at 'AAAsf', Outlook to Negative from
   Stable;
-- $1.1 billion class A-1A at 'AAAsf', Outlook to Negative from
   Stable;
-- $123.2 million class A-3 at 'AAAsf', Outlook Stable;
-- $132.8 million class A-SB at 'AAAsf', Outlook Stable;
-- $341.7 million class AM at 'BBsf', Outlook Negative;
-- $100 million class AM-FL at 'BBsf', Outlook Negative;
-- $211.5 million class AJ at 'CCCsf', RE 15%;
-- $175 million class AJ-FL at 'CCCsf', RE 15%;
-- $77.3 million class D at 'Csf', RE 0%;
-- $38.6 million class E at 'Csf', RE 0%;
-- $55.2 million class F at 'Csf', RE 0%;
-- $49.7 million class G at 'Csf', RE 0%;
-- $0 class J at 'Dsf', RE 0%;
-- $0 class K at 'Dsf', RE 0%;
-- $0 class L at 'Dsf', RE 0%;
-- $0 class N at 'Dsf', RE 0%.

The class A-1, A-2, A-2FL and A-2FX certificates have paid in
full. Fitch does not rate the class M, P and Q certificates. Fitch
previously withdrew the rating on the interest-only class X
certificates.


MORGAN STANLEY 2004-RR2: S&P Hikes Rating on Cl. E Notes From 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
D, E, and F certificates from Morgan Stanley Capital I Trust 2004-
RR2 (MSC 2004-RR2), a U.S. resecuritized real estate mortgage
investment conduit (re-REMIC) transaction.  Concurrently, S&P
affirmed its ratings on six other classes from the same
transaction.  S&P also withdrew its rating on the class C
certificates following full principal repayment, as noted in the
September 2013 trustee report.

The rating actions reflect S&P's analysis of the transaction's
liability structure and the underlying collateral's credit
characteristics using its global collateralized debt obligations
(CDOs) of pooled structured finance assets criteria.  The rating
actions also reflect the results of the largest obligor default
test, which is part of the supplemental stress test.  The largest
obligor default test assesses the ability of a rated CDO of pooled
structured finance liability tranches to withstand the default of
a minimum number of the largest credit or obligor exposures within
an asset pool, factoring in the underlying assets' credit quality.

The upgrades reflect increased credit enhancement levels from the
principal repayment of the underlying collateral.  The upgrades
also reflect the transaction's exposure to underlying commercial
mortgage-backed securities (CMBS) collateral that has experienced
positive rating actions ($8.6 million, 16.3%).

The following collateral from the three transactions below have
experienced positive rating actions:

   -- LB-UBS Commercial Mortgage Trust's series 2000-C4 (class F;
      $5.4 million, 10.1%);

   -- Credit Suisse First Boston Mortgage Securities Corp.'s
      series 1997-C2 (class F; $1.7 million, 3.3%); and

   -- GMAC Commercial Mortgage Securities Inc.'s series 1997-C1
      (class G; $1.5 million, 2.9%).

According to the Sept. 30, 2013, trustee report, the transaction's
collateral totaled $52.9 million, while its liabilities (including
cumulative interest shortfalls) totaled $52.9 million; this was
down from $326.1 million at issuance.  The transaction's current
asset pool includes nine CMBS tranches from seven distinct
transactions issued in 1997, 1998, and 2000 ($52.9 million).  Of
the underlying collateral, $24.5 million (46.3%) have investment-
grade ratings or credit opinions.

The following three transactions have the highest exposure in MSC
2004-RR2:

   -- Prudential Securities Secured Financing Corp. 1998-C1
      (classes K and L; $17.5 million, 33.18%);

   -- Credit Suisse First Boston Mortgage Securities Corp. 1998-C1
      (class F; $11.36 million, 21.5%); and

   -- Credit Suisse First Boston Mortgage Securities Corp. 1998-C2
      (classes F and H; $8.73 million, 16.52%).

The rating actions remain consistent with the credit enhancement
available to support them and reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Morgan Stanley Capital I Trust 2004-RR2
                Rating
Class       To            From
D           AA+ (sf)       BBB- (sf)
E           BBB+ (sf)      B- (sf)
F           BBB- (sf)      CCC (sf)

RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2004-RR2

Class       Rating
G           CCC (sf)
H           CCC (sf)
J           CCC (sf)
K           CCC (sf)
L           CCC- (sf)
M           CCC- (sf)

RATING WITHDRAWN

Morgan Stanley Capital I Trust 2004-RR2
                 Rating
Class       To            From
C           NR            BBB- (sf)

NR-Not rated.


MORGAN STANLEY 2007-TOP7: S&P Lowers Rating on Class G Notes to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G commercial mortgage pass-through certificates from Morgan
Stanley Capital I Trust 2007-TOP27, a U.S. commercial mortgage-
backed securities (CMBS) transaction, to 'D (sf)' from
'CCC- (sf)'.  At the same time, S&P withdrew its 'AAA (sf)' rating
on the class A-2 certificates from the same transaction.

The downgrade reflects principal losses to the class G
certificates, according to the Oct. 11, 2013, trustee remittance
report.  The principal losses were attributable to the liquidation
of the $35.0 million Marriott Raleigh Crabtree Valley loan, which
was with the special servicer, C-III Asset Management LLC.
According to the October 2013 trustee remittance report, the
Marriott Raleigh Crabtree Valley loan's loss severity was 11.0%
($3.9 million in principal losses).  As a result, the class G
certificates experienced a 4.6% loss to their $30.6 million
original principal balance.  The class H certificates, which S&P
previously downgraded to 'D (sf)', also experienced a principal
loss that reduced their outstanding principal balance to zero.

At the same time, S&P withdrew its 'AAA (sf)' rating on the class
A-2 certificates following the repayment of the class' principal
balance in full, according to the Oct. 11, 2013, trustee
remittance report.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING LOWERED

Morgan Stanley Capital I Trust 2007-TOP27
Commercial mortgage pass-through certificates series 2007-TOP27

               Rating         Rating
Class          To             From
G              D              CCC- (sf)

RATING WITHDRAWN

Morgan Stanley Capital I Trust 2007-TOP27
Commercial mortgage pass-through certificates series 2007-TOP27

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

NR-Not rated.


N-STAR REAL II: Fitch Lowers Rating on Class D Notes to 'D'
-----------------------------------------------------------
Fitch Ratings has downgraded one class to 'Dsf' and has withdrawn
the rating on the notes issued by N-Star Real Estate CDO II Ltd.
(N-Star RE CDO II). Additionally, Fitch has marked eight classes
as paid in full.

In April 2013, the issuer received notice from the holder of 100%
of the class E subordinate income notes that the holder was
initiating an optional redemption of all of the notes on May 28,
2013. Proceeds were sufficient to pay the full outstanding
balances to the class A-1 through C notes and approximately 94.3%
of the remaining class D note balance. The losses represent 5.3%
of the original transaction balance and 6.6% on the original
balance of class D.

Fitch has taken the following actions as indicated below:

-- $0 class A-1 marked 'PIF';
-- $0 class A-2A marked 'PIF';
-- $0 class A-2B marked 'PIF';
-- $0 class B-1 marked 'PIF';
-- $0 class B-2 marked 'PIF';
-- $0 class C-1 marked 'PIF';
-- $0 class C-2A marked 'PIF';
-- $0 class C-2B marked 'PIF';
-- $0 class D downgraded to 'Dsf' from 'Csf'; and withdrawn.


NATIONAL COLLEGIATE: S&P Lowers Rating on Class A-2 Notes to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of notes, affirmed its ratings on 57 classes of notes and
certificates, and lowered its ratings on 18 classes of notes from
20 National Collegiate Student Loan Trusts collateralized by
private student loans (14 discrete trusts, five grantor trusts,
and one master trust) issued between 2003 and 2007.  At the same
time, S&P removed these ratings from CreditWatch (two from
CreditWatch with positive implications, 60 from CreditWatch with
negative implications).

The rating actions reflect S&P's updated views regarding future
collateral performance.  The collateral performance of most of the
trusts issued in 2006 and 2007 (specifically series 2006-2 through
2007-4) continues to deteriorate, and some of those trusts are
projecting cumulative gross defaults that S&P believes could
exceed its cumulative gross default expectation that it cited at
its last review, completed in April 2012. At that time, S&P
indicated that it could see cumulative gross defaults exceeding
40% within the five years following its review.  However, some of
the more seasoned trusts (series 2003-1 through 2006-1 and the
Master Trust) have begun to show signs that the pace of gross
defaults may be decelerating, leading to stabilizing credit
enhancement levels.  Also considered in the rating actions were
the trust's relevant structural features--in particular, each
trust's cost of funds, capital structure, payment waterfalls,
nonmonetary event of default provisions, and subordinate interest
reprioritization features.  S&P's analysis incorporated various
cash flow stress scenarios and secondary credit factors, such as
credit stability.

The upgrades reflect S&P's view of the sufficiency of the current
levels of hard credit enhancement available to each of the
classes, coupled with their short expected life (estimated to be
one and less than three years respectively), which limits the
exposure period to certain key risk considerations, such as
remaining expected net losses, in S&P's view.

The affirmations reflect S&P's view of the sufficiency of the
current levels of hard credit enhancement to absorb its revised
remaining expected net losses.  S&P's revised remaining expected
net losses consider that the pace of defaults for some of the
collateral pools in certain trusts is beginning to show signs
of decelerating.  Additionally, structural mitigants, such as
interest reprioritization triggers, may also be helping the trusts
stabilize hard credit enhancement.

The downgrades reflect S&P's view that the continued deterioration
in the collateral pool for certain trusts is leading to higher-
than-expected levels of defaults.  This poor collateral
performance continues to reduce available credit support, as
exhibited by continued declines in parity levels for these trusts.

                         TRUST PERFORMANCE

Student loans are unique in that loans come into repayment at
varying points in time across many years.  Accordingly, when S&P
reviews student loan trust default curves, it must consider where
the collateral pool is in terms of its positioning across the
default spectrum (pre-peak, peak, post-peak default period).  S&P
do not expect to see the trust default curve stabilize to a slower
pace of defaults until most of the loans are well past their peak
default periods.

Most of the more seasoned trusts (series 2003-1 through 2005-1 and
the Master Trust) have greater percentages of earlier repayment
vintages and are starting to show a slower pace of defaults.
These trusts have pool factors that range from 37% to 54% and have
had greater than 97% of their loans in repayment since S&P's last
review (see table 2).  The performance of these trusts, in terms
of the pace of defaults, indicates that their repayment vintages
may be further along in moving to their post-peak default periods
and that their default curves may be moving closer to a more
stabilized pace.  The series 2005-2 through 2006-1 trusts have
experienced moderate declines in their pace of defaults.  These
three trusts have pool factors that range from 53% to 61%, and
also have had a high percentage of their loans in repayment since
S&P's last review.  Their performance indicates that their
repayment vintages may be in the early stages of exiting the peak
phase of the default curve.  The series 2006-2 through 2007-4
still show a high pace of defaults.  These trusts generally have
higher remaining pool factors (range of 62% to 77%), and the
trusts issued in 2007 have experienced significant increases in
their percentage of loans in repayment since S&P's April 2012
review.  Their performance indicates that these trusts may still
have loans in certain repayment vintages that are still in their
peak default periods.

TABLE 1

    Cumulative Default %(i)   Cumulative Default %(i)
            Current           Last Review               Change
Since
Series      Aug 2013          Feb 2012                  Last
Review
NCMSLT I    24.7%             22.0%                     2.7%
2003-1      30.0%             26.8%                     3.2%
2004-1      28.4%             25.2%                     3.2%
2004-2      30.0%             25.6%                     4.4%
2005-1      26.2%             22.4%                     3.8%
2005-2      32.9%             27.5%                     5.4%
2005-3      29.0%             23.4%                     5.6%
2006-1      31.0%             24.8%                     6.2%
2006-2      38.9%             30.0%                     8.9%
2006-3      32.2%             23.3%                     8.9%
2006-4      38.7%             27.6%                    11.1%
2007-1      33.4%             23.8%                     9.6%
2007-2      35.7%             24.9%                    10.8%
2007-3      30.1%             20.0%                    10.1%
2007-4      30.3%             20.0%                    10.3%

  (i) Calculated since closing as a percent of initial student
      loans financed.

TABLE 2
            Current         In Repayment % (i)
            Pool        Current      Last Review
Series      Factor      Aug 2013     Feb 2012
NCMSLT I    37.5%       98.6%        97.2%
2003-1      43.7%       98.7%        98.5%
2004-1      46.2%       98.6%        97.9%
2004-2      54.3%       98.0%        97.1%
2005-1      50.4%       98.2%        97.2%
2005-2      53.3%       97.5%        95.8%
2005-3      60.0%       97.2%        94.8%
2006-1      61.1%       97.3%        94.7%
2006-2      61.6%       96.6%        92.4%
2006-3      67.7%       94.9%        91.4%
2006-4      66.3%       95.6%        86.4%
2007-1      69.1%       92.9%        84.4%
2007-2      69.4%       92.5%        80.5%
2007-3      76.6%       92.2%        73.2%
2007-4      76.5%       92.2%        73.0%

  (i) As a percent of current collateral balance -- does not
      include accrued interest.  The servicer reporting for the
      trusts has changed since S&P's last review.  S&P has
      included claims in process into the Aug 2013 repayment
      balance and excluded forbearance from Feb 2012 repayment
      balance for consistency in this comparison.

The collective impact of poor collateral performance as measured
by high percentages of cumulative gross defaults and loans in
nonpaying status is that each of the trusts have continued to
become further under-collateralized as some portion of loan
collateral principal receipts is used to make bond interest
payments (see table 3).  However, some of the more seasoned trusts
are beginning to show signs that the pace of cumulative defaults
is beginning to slow, which combined with principal amortization
of the class A notes, is leading to stability in hard credit
enhancement to the senior classes (see table 4).  Additionally,
interest reprioritization triggers, which reprioritize subordinate
class interest payments below senior class principal payments, has
also helped in stabilizing senior class parity levels for some of
the trusts.

TABLE 3
                        Total Parity (i)
             Current      Last Review     Change  Since
Series      Aug 2013     Feb 2012        Last Review
NCMSLT I    78.8%        86.5%          -7.7%
2003-1      82.2%        86.1%          -3.9%
2004-1      78.5%        82.7%          -4.2%
2004-2      86.6%        89.5%          -2.9%
2005-1      84.1%        87.0%          -2.9%
2005-2      79.0%        83.7%          -4.7%
2005-3      83.2%        87.2%          -4.0%
2006-1      80.7%        85.6%          -4.9%
2006-2      75.3%        82.9%          -7.6%
2006-3      78.7%        85.2%          -6.5%
2006-4      75.1%        83.2%          -8.1%
2007-1      76.8%        83.5%          -6.7%
2007-2      76.1%        84.1%          -8.0%
2007-3      72.6%        81.5%          -8.9%
2007-4      72.5%        81.5%          -9.0%

(i) Generally defined as total assets/total outstanding
     note balance.

TABLE 4
                      Senior Parity (i)
            Current     Last Review     Change Since
Series      Aug 2013    Feb 2012        Last Review
NCMSLT I     78.8%      86.5%          -7.7% (ii)
2003-1      114.9%      114.2%          0.7%
2004-1      100.5%      102.2%         -1.7%
2004-2      110.6%      110.2%          0.4%
2005-1      107.2%      106.7%          0.5%
2005-2       97.8%      100.7%         -2.9%
2005-3      101.4%      103.5%         -2.1%
2006-1       96.7%      100.2%         -3.5%
2006-2       90.6%       97.6%         -7.0%
2006-3      101.4%      106.6%         -5.2%
2006-4       97.6%      105.0%         -7.4%
2007-1       96.0%      101.9%         -5.9%
2007-2       97.5%      105.2%         -7.7%
2007-3       72.6%       81.5%         -8.9% (ii)
2007-4       72.5%       81.5%         -9.1% (ii)

(i) Generally defined as total assets/class A outstanding note
     balance.

(ii) The Master Trust and the series 2007-3 and 2007-4 trusts are
     one class of notes.

               EXPECTED DEFAULT/NET LOSS PROJECTIONS

At the time of S&P's last review completed in April 2012,
cumulative gross defaults ranged from 20% to 30%, and pool factors
ranged from 53% to 90%.  The issuer specific available information
S&P reviewed at the time led it to project cumulative gross
defaults that would likely exceed 40% within five years of its
review.

As discussed earlier, some of the more seasoned trusts (series
2003-1 through 2005-1 and the Master Trust) may be past their peak
default periods as evidenced by slowing in their pace of defaults.
As a result, S&P now expects lifetime cumulative gross defaults
for the Master Trust to be no more than 35%, cumulative gross
defaults for series 2003-1, 2004-1, 2004-2, and 2005-1 trusts to
be no more than 43%,(2004-2 may be higher given its pool factor
and cumulative defaults taken to date) and cumulative gross
defaults for series 2005-2, 2005-3, and 2006-1 to be no more than
48%.

Series 2006-2 through 2007-4 still have relatively high pool
factors, and the trusts issued in 2007 have experienced
significant increases in the percentage of their collateral pools
coming into repayment since S&P's last review.  The pace of
defaults in these trusts remains high, and S&P still expects
defaults may exceed 40% within the next five years for certain
trusts.  Given the very high pool factors, the high levels of
cumulative gross defaults already taken, and the high pace of
defaults for these trusts, S&P believes they are at risk of
experiencing cumulative gross defaults as high as 50% or more.

                         CREDIT ENHANCEMENT

The reserve accounts for each of the trusts are currently at their
respective floors or are amortizing toward their floors.  As of
August 2013, the size of the reserve accounts for the trusts
ranges between 0.7% and 1.3% as a percentage of the outstanding
note balance.  The reserve account is available to pay note
interest (except for the interest on subordinate classes that have
been reprioritized) and fees, as well as principal at final
maturity.

In addition to subordination of the lower classes of notes in each
trust, all of the trusts, except for series 2003-1, 2004-1, 2007-
3, 2007-4 and the Master Trust, are supported by interest
reprioritization triggers.  The triggers are generally based on a
cumulative default threshold and/or parity levels.  When a class's
interest reprioritization trigger is breached, the interest
payment to that class will become subordinate to principal
payments of the most senior classes until targeted parity levels
are reached.

At issuance, each of the trusts was structured to provide excess
spread over the life of the transaction as enhancement.  Excess
spread levels have been under pressure for each trust, primarily
because of under-collateralization.  Additionally, series 2003-1,
2004-1, 2007-3, and 2007-4 contain higher cost auction rate notes.
The coupons on the auction rate notes have been based on the
maximum rate definitions in the indentures (generally LIBOR plus a
rating dependent margin) since the auction rate market failed.

             BREAK-EVEN CASH FLOW MODELING ASSUMPTIONS

S&P rans break-even cash flows that maximized cumulative net
losses under various interest rate scenarios and rating stress
assumptions.  The following are some of the major assumptions we
modeled:

   -- A five- to seven-year default curve;

   -- A recovery rate of 20%, taken evenly over five years;

   -- Prepayment speeds starting at approximately two constant
      prepayment rate (CPR, an annualized prepayment speed stated
      as a percent of the current loan balance) and ramping up
      over three to five years to a maximum rate of 2 CPR to 6
      CPR, after which the applicable maximum rate was held
      constant;

   -- Forbearance rates of 6% to 12% for 12 months;

   -- Stressed interest rate vectors for the various indices; and

   -- Auctions were failed for the life of each transaction, with
      auction rate coupons based on maximum rate definitions in
      the indentures.

                       RATING ACTION RATIONALE

Discrete Trusts
Series 2003-1 through 2007-4

In general, trusts impaired by substantial under-collateralization
levels and/or containing auction rate securities yielded the
lowest breakevens due to compression of excess spread.  The
resulting pressure on excess spread has caused total parity to
continue to decline, as principal collections are used in some
periods to cover interest expenses in our cash flows.

Additionally, the class A notes for trusts with subordinate note
interest triggers were generally able to absorb greater losses
than trusts without subordinate note triggers.  As discussed
earlier, when an interest trigger is breached, available funds in
the trust's payment waterfall is used to make principal payments
to the class A notes before paying interest to the subordinate
notes.  S&P believes the principal distribution amount owed to
class A notes will continue to consume any remaining available
funds, resulting in interest shortfalls to the subordinate notes.
As such, the subordinate note interest triggers offer additional
protection to the class A notes.

S&P has reviewed the steps required to change the payment priority
to pro rata from sequential following a nonmonetary event of
default (EOD) and, as a result, treat the class A notes in each
discrete trust as a single class of securities and assign the same
rating to each (applicable to series 2003-1 through 2007-2).
After considering the break-even loss levels, remaining expected
net losses, recent trends in collateralization, and the potential
benefit to the class A notes for trusts with interest
reprioritization triggers, S&P lowered the rating on the class A
notes from series 2006-2, 2006-3, 2006-4, 2007-1, and 2007-2 to a
range of 'B-' to 'CCC'.  Additionally, S&P affirmed its remaining
class A ratings for series 2003-1 through 2006-1 at a range of
'BB-' to 'CCC'.

The ratings on two senior classes from series 2007-3 and 2007-4
were affected by the application of S&P's criteria for assigning
'CCC' and 'CC' ratings.  Each of these classes of notes is now
substantially under-collateralized as a result of the poor
performance of the collateral to date.  S&P's criteria states that
it rates an issuer or issue 'CC' when it expects default to be a
virtual certainty, regardless of the time to default.
Accordingly, S&P has lowered the rating to 'CC', as it believes a
default would occur under the optimistic collateral performance
scenario over a longer period of time.

The remaining 'CC' ratings for six classes from the series 2007-3
and 2007-4 notes, and for seven class B notes from five of the
discrete trusts, were affirmed to reflect either (1) substantial
under-collateralization levels that indicate the note would not
likely be paid in full in the most optimistic collateral
performance scenario, or (2) S&P's view that the notes could
experience interest shortfalls when the trusts breach their class
B subordinate note interest triggers over the next 12 to 18
months.  As it relates to the classes of notes for series 2007-3
and 2007-4, S&P's review of the optimistic collateral performance
scenario also assumes that the trusts do not breach a nonmonetary
EOD.  As a result, S&P assumes that both of these trusts will
continue following the current standard payment waterfall per the
indenture under its 'CC' scenario for the life of the transaction,
allowing for rating differentiation among these classes.

S&P previously lowered its ratings to 'D (sf)' on 19 of the class
B, C, and D notes from 10 discrete trusts because the affected
classes have breached their subordinate interest triggers and are
not receiving interest payments.

                         Grantor Trusts

Series 2004-1, 2004-2, 2005-1, 2005-2, and 2005-3

The grantor trusts are pass-through structures, and the ratings on
the certificates issued out of the related grantor trusts are
linked to the credit quality of the underlying notes backing the
certificates from the discrete trust.  S&P affirmed the
certificates from the grantor trusts because it affirmed its
ratings on the underlying notes from the associated discrete
trusts.

                         Master Trust

For the master trust, S&P has reviewed the steps required to
change the payment priority to pro rata from sequential, following
a nonmonetary EOD and determined based on the transaction
documents that all class A notes will continue to receive
principal payments on a sequential basis for the life of the
transaction.  As a result, S&P has treated each class A note
issued out of this Master Trust as a separate class of securities
in its analysis and have differentiated the ratings for each class
based on its individual cumulative net loss coverage.

The AR-9 note is the current paying class and, based on recent
principal amortization, S&P expects that this note may be paid in
full within the next year.  Similarly, S&P estimates that the AR-
10 note is likely to pay out in full over the next two to three
years.  Principal amortization relative to the pace of net losses
has resulted in these classes building substantial levels of hard
enhancement as measured by parity.  In addition, the short
expected life for these classes would limit their exposure to
certain key risk considerations, including the high-cost auction
rates for all of the notes and the expected remaining net losses
on the collateral pool.

As a result of our sequential principal payment assumption, the
short expected life, and the current available hard credit
enhancement, the class AR-9 note was paid in full in all of S&P's
stressed break-even cash flow analyses.
Accordingly, S&P raised its rating on the class AR-9 note to
'AAA (sf)'.

For the remaining classes in the Master Trust, S&P's sequential
principal payment assumption yielded break-even net losses,
depending on the scenario, in a range of 27% to 47% for the class
AR-10 note, to as low as 0% for the later-paying classes of notes.
Based on the class AR-10's estimated relatively short remaining
life (less than three years) and its robust break-even levels, S&P
raised the rating on the class AR-10 note to 'BBB+ (sf)'.  S&P
affirmed the current ratings on the remaining notes (class AR-11
through AR-16), based on their current break-even coverage levels
and remaining expected net losses.

Standard & Poor's will continue to monitor the ongoing performance
of these trusts.  In particular, S&P will continue to review
available credit enhancement, which is primarily a function of the
pace of defaults, principal amortization, and excess spread.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

National Collegiate Master Student Loan Trust I

                 Rating
Class       To              From
2002-AR-9   AAA(sf)         BBB(sf)/Watch Pos
2002-AR-10  BBB+(sf)        BB-(sf)/Watch Pos


RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

National Collegiate Student Loan Trust 2006-2

                 Rating
Class       To              From
A-2         CCC(sf)          B-(sf)/Watch Neg
A-3         CCC(sf)          B-(sf)/Watch Neg
A-4         CCC(sf)          B-(sf)/Watch Neg

National Collegiate Student Loan Trust 2006-3

                 Rating
Class       To              From
A-2         B-(sf)          BB-(sf)/Watch Neg
A-3         B-(sf)          BB-(sf)/Watch Neg
A-4         B-(sf)          BB-(sf)/Watch Neg
A-5         B-(sf)          BB-(sf)/Watch Neg

National Collegiate Student Loan Trust 2006-4

                 Rating
Class       To              From
A-2         B-(sf)         BB-(sf)/Watch Neg
A-3         B-(sf)         BB-(sf)/Watch Neg
A-4         B-(sf)         BB-(sf)/Watch Neg

National Collegiate Student Loan Trust 2007-1

                 Rating
Class       To              From
A-2         B-(sf)           B(sf)/Watch Neg
A-3         B-(sf)           B(sf)/Watch Neg
A-4         B-(sf)           B(sf)/Watch Neg

National Collegiate Student Loan Trust 2007-2

                 Rating
Class       To              From
A-2         B-(sf)           B(sf)/Watch Neg
A-3         B-(sf)           B(sf)/Watch Neg
A-4         B-(sf)           B(sf)/Watch Neg

National Collegiate Student Loan Trust 2007-3
                 Rating
Class       To              From
A-3-AR-5    CC(sf)          CCC(sf)/Watch Neg

National Collegiate Student Loan Trust 2007-4

                 Rating
Class       To              From
A-3-AR-5    CC(sf)          CCC(sf)/Watch Neg


RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

National Collegiate Master Student Loan Trust I
                 Rating
Class       To              From
2003-AR-11  B+(sf)          B+(sf)/Watch Neg
2003-AR-12  CCC-(sf)        CCC-(sf)/Watch Neg
2003-AR-13  CCC-(sf)        CCC-(sf)/Watch Neg
2003-AR-14  CCC-(sf)        CCC-(sf)/Watch Neg

National Collegiate Student Loan Trust 2003-1

                 Rating
Class       To              From
A-7         CCC(sf)         CCC(sf)/Watch Neg

National Collegiate Student Loan Trust 2004-1

                 Rating
Class       To              From
A-2         CCC(sf)         CCC(sf)/Watch Neg
A-3         CCC(sf)         CCC(sf)/Watch Neg
A-4         CCC(sf)         CCC(sf)/Watch Neg

NCF Grantor Trust 2004-1 (series 2004-GT1)

                 Rating
Class       To              From
A-1         CCC(sf)         CCC(sf)/Watch Neg
A-2         CCC(sf)         CCC(sf)/Watch Neg

National Collegiate Student Loan Trust 2004-2

                 Rating
Class       To              From
A-3         BB-(sf)         BB-(sf)/Watch Neg
A-4         BB-(sf)         BB-(sf)/Watch Neg
B           CCC(sf)         CCC(sf)/Watch Neg

NCF Grantor Trust 2004-2

                 Rating
Class       To              From
A-5-1       BB-(sf)         BB-(sf)/Watch Neg

National Collegiate Student Loan Trust 2005-1

                 Rating
Class       To              From
A-3         B-(sf)          B-(sf)/Watch Neg
A-4         B-(sf)          B-(sf)/Watch Neg
B           CCC(sf)         CCC(sf)/Watch Neg

NCF Grantor Trust 2005-1

                 Rating
Class       To              From
A-5-1       B-(sf)          B-(sf)/Watch Neg
A-5-2       B-(sf)          B-(sf)/Watch Neg

National Collegiate Student Loan Trust 2005-2

                 Rating
Class       To              From
A-3         B-(sf)          B-(sf)/Watch Neg
A-4         B-(sf)          B-(sf)/Watch Neg

NCF Grantor Trust 2005-2

                 Rating
Class       To              From
A-5-1       B-(sf)          B-(sf)/Watch Neg
A-5-2       B-(sf)          B-(sf)/Watch Neg

National Collegiate Student Loan Trust 2005-3

                 Rating
Class       To              From
A-3         B-(sf)          B-(sf)/Watch Neg
A-4         B-(sf)          B-(sf)/Watch Neg

NCF Grantor Trust 2005-3

                 Rating
Class       To              From
A-5-1       B-(sf)          B-(sf)/Watch Neg
A-5-2       B-(sf)          B-(sf)/Watch Neg

National Collegiate Student Loan Trust 2006-1

                 Rating
Class       To              From
A-3         B-(sf)          B-(sf)/Watch Neg
A-4         B-(sf)          B-(sf)/Watch Neg
A-5         B-(sf)          B-(sf)/Watch Neg

National Collegiate Student Loan Trust 2007-3
                 Rating
Class       To              From
A-2-AR-3    CCC(sf)         CCC (sf)/Watch Neg
A-2-AR-4    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-1    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-2    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-3    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-4    CCC(sf)         CCC (sf)/Watch Neg

National Collegiate Student Loan Trust 2007-4
                 Rating
Class       To              From
A-2-AR-3    CCC(sf)         CCC (sf)/Watch Neg
A-2-AR-4    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-1    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-2    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-3    CCC(sf)         CCC (sf)/Watch Neg
A-3-AR-4    CCC(sf)         CCC (sf)/Watch Neg


RATINGS AFFIRMED

National Collegiate Master Student Loan Trust I
Class       Rating
2005-AR-15  CC(sf)
2005-AR-16  CC(sf)

National Collegiate Student Loan Trust 2003-1
Class       Rating
B-1         CC(sf)
B-2         CC(sf)

National Collegiate Student Loan Trust 2004-1
Class       Rating
B-1 ARC     CC(sf)
B-2 ARC     CC(sf)

National Collegiate Student Loan Trust 2005-2
Class       Rating
B           CC(sf)

National Collegiate Student Loan Trust 2005-3
Class       Rating
B           CC(sf)

National Collegiate Student Loan Trust 2006-1
Class       Rating
B           CC(sf)

National Collegiate Student Loan Trust 2007-3
Class       Rating
A-3-AR-6    CC(sf)
A-3-AR-7    CC(sf)
A-3-L       CC(sf)

National Collegiate Student Loan Trust 2007-4
Class       Rating
A-3-AR-6    CC(sf)
A-3-AR-7    CC(sf)
A-3-L       CC(sf)

OTHER RATINGS OUTSTANDING

National Collegiate Student Loan Trust 2004-2
Class       Rating
C           D(sf)

National Collegiate Student Loan Trust 2005-1
Class       Rating
C           D(sf)

National Collegiate Student Loan Trust 2005-2
Class       Rating
C           D(sf)

National Collegiate Student Loan Trust 2005-3
Class       Rating
C           D(sf)

National Collegiate Student Loan Trust 2006-1
Class       Rating
C           D(sf)

National Collegiate Student Loan Trust 2006-2
Class       Rating
B           D(sf)
C           D(sf)

National Collegiate Student Loan Trust 2006-3
Class       Rating
B           D(sf)
C           D(sf)
D           D(sf)

National Collegiate Student Loan Trust 2006-4
Class       Rating
B           D(sf)
C           D(sf)
D           D(sf)

National Collegiate Student Loan Trust 2007-1
Class       Rating
B           D(sf)
C           D(sf)
D           D(sf)

National Collegiate Student Loan Trust 2007-2
Class       Rating
B           D(sf)
C           D(sf)
D           D(sf)


NEWCASTLE IV: Fitch Lowers Rating on Class V-FX Notes to 'D'
------------------------------------------------------------
Fitch Ratings has downgraded one class to 'Dsf' and has withdrawn
the rating on the notes issued by Newcastle CDO IV, Ltd./Corp.
Additionally, Fitch has marked seven classes as paid in full.

In May 2013, the asset manager liquidated the remaining portfolio
and distributed the proceeds on the June 24, 2013 payment date.
Proceeds were sufficient to pay the full outstanding balances to
the class I through IV notes and approximately 18.7% of the
remaining class V-FX note balance. The losses represent 7.5% of
the original transaction balance and 81.3% on the original balance
of class V-FX.

Fitch has taken the following actions as indicated below:

-- $0 class I marked 'PIF';
-- $0 class II-FL marked 'PIF';
-- $0 class II-FX marked 'PIF';
-- $0 class III-FL marked 'PIF';
-- $0 class III-FX marked 'PIF';
-- $0 class IV-FL marked 'PIF';
-- $0 class IV-FX marked 'PIF';
-- $0 class V-FX downgraded to 'Dsf' from 'Csf'; and withdrawn.


NORTHSTAR 2012-1: Moody's Affirms B2 Rating on Cl. F Certs
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
NorthStar 2012-1 Mortgage Trust Commercial Pass-Through
Certificates Series 2012-1 as follows:

Cl. A, Affirmed Aaa (sf); previously on Nov 25, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-WAC, Affirmed A2 (sf); previously on Nov 25, 2012 Definitive
Rating Assigned A2 (sf)

Ratings Rationale:

The affirmations of the pooled certificate classes are due to the
pooled assets performing as expected and key parameters, including
Moody's loan to value (LTV) ratio and Moody's debt service
coverage (DSCR), remaining within acceptable ranges. The rating of
IO Class X-WAC is consistent with the performance of its
referenced classes and is thus affirmed.

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

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

Given that the most of the collateral backing the transaction has
credit assessments of C due to very high leverage, Moody's applied
increased stress to collateral valuations to derive expected loss.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.6. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated November 25, 2012.

Deal Performance:

As of the September 25, 2013 Payment Date the transaction's
certificate balance has decreased by 1.4% to $346.5 million from
$351.4 million due to the pay off of one loan, the Shalimar
Apartments Loan that represented 1.4% of the trust balance. The
trust is collateralized by 13 floating rate loans ranging in size
from 2% to 21% of the pooled balance. The largest three loans
account for 51% of the total pooled balance.

Many of the properties in the transaction are in a transitional
phase, operating below market occupancy due to either being new
construction or having suffered due to financial weakness of
previous ownership. Moody's subordination levels account for this
additional risk.

The largest loan is the Buena Park Loan ($73.0 million -- 21% of
the pooled balance) secured by a 736,946 square foot retail
property located in Buena Park, California consisting of a 529,214
square foot enclosed mall and a 207,732 square foot power center
located across the street. The mall is anchored by Bed Bath &
Beyond, Ross Dress for Less, DSW Shoe Warehouse, 24-Hour Fitness
and an 18-screen Metroplex Theater. The Mall is also shadow
anchored by Wal-Mart and Sears. The power center is anchored by
Kohl's, PetSmart, Michael's, Office Depot and Toys 'R Us.
Occupancy for the loan collateral was 90%, as of September 2013,
compared to 92% at securitization. Moody's loan to value (LTV)
ratio is over 100%, the same as at securitization. Moody's credit
assessment is C, the same as at securitization.

The Cherry Hill Loan ($60.4 million -- 17%) is secured by a mixed
use property located in Cherry Hill, New Jersey consisting of a
214,512 square foot retail component and a 121,232 square foot
office component. As of June 2013 the retail component was 99%
leased and the total property was about 69% leased, the same as at
securitization. The $87.4 million whole loan includes $26.9
million of non-trust subordinate mortgage debt. Moody's LTV ratio
is over 100%, the same as at securitization. Moody's credit
assessment is C, the same as at securitization.

The SunTrust Loan ($43.3 million -- 13%) is secured by two office
properties containing a total of 618,744 square feet located in
the central business district of Richmond, Virginia. SunTrust
accounts for 51% of total rentable area with a lease maturity of
December 2017. As of July 2013, occupancy was 70%, compared to 69%
at securitization. Moody's LTV is over 100%, the same as at
securitization. Moody's current credit assessment is C, the same
as at securitization.


OCTAGON INVESTMENT: Moody's Hikes Rating on $19MM Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Octagon Investment
Partners X, Ltd.:

U.S.$38,250,000 Class B Senior Secured Floating Rate Notes Due
2020, Upgraded to Aa1 (sf); previously on September 20, 2011
Upgraded to A1 (sf);

U.S.$24,750,000 Class C Secured Deferrable Floating Rate Notes Due
2020, Upgraded to A3 (sf); previously on September 20, 2011
Upgraded to Baa2 (sf);

U.S.$19,125,000 Class D Secured Deferrable Floating Rate Notes Due
2020, Upgraded to Ba1 (sf); previously on September 20, 2011
Upgraded to Ba2 (sf).

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

U.S.$281,250,000 Class A-1 Senior Secured Floating Rate Notes Due
2020, Affirmed Aaa (sf); previously on September 20, 2011 Upgraded
to Aaa (sf);

U.S.$22,500,000 and EUR 17,662,297 Class A-1R Redenominatable
Senior Secured Floating Rate Notes Due 2020 (current outstanding
balance of $44,335,180), Affirmed Aaa (sf); previously on
September 20, 2011 Upgraded to Aaa (sf);

U.S.$17,450,000 Class E Secured Deferrable Floating Rate Notes Due
2020, Affirmed B1 (sf); previously on September 20, 2011 Upgraded
to B1 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in 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 higher spread compared to the levels
relative to the covenant. Moody's modeled a spread of 3.54%
compared to the covenant of 2.50%. Moody's also notes that the
transaction's reported collateral quality and
overcollateralization ratio are stable since the last rating
action.

Moody's notes that the deal has benefited from an improvement in
the weighted average recovery rate of the underlying portfolio.
Based on the latest trustee report dated September 11, 2013, the
weighted average recovery rate is currently 48.8% compared to
47.5% in September 2012.

Actions also reflect a correction to Moody's modeling of the
overcollateralization tests. In prior rating actions Moody's
incorrectly modeled the diversion of interest to the notes, in the
case of overcollateralization test failure. This error has now
been corrected, and 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 and principal
proceeds balance of $444.8 million, no defaulted par, a weighted
average default probability of 17.72% (implying a WARF of 2550), a
weighted average recovery rate upon default of 48.53%, and a
diversity score of 72. 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 reviewewd. 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.

Octagon Investment Partners X, Ltd., issued in September 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.


OHA CREDIT VII: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on OHA
Credit Partners VII Ltd./OHA Credit Partners VII Inc.'s
$693.17 million fixed- and floating-rate notes following the
transaction's effective date as of April 1, 2013.

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

OHA Credit Partners VII Ltd./OHA Credit Partners VII Inc.

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                       1.67
A                          AAA (sf)                     461.00
B-1                        AA (sf)                       87.00
B-2                        AA (sf)                       15.00
C-1 (deferrable)           A (sf)                        34.00
C-2 (deferrable)           A (sf)                        20.00
D (deferrable)             BBB (sf)                      38.50
E (deferrable)             BB (sf)                       36.00


PREFERRED TERM IV: Moody's Hikes Rating on $41.6MM Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Preferred Term IV
Securities, Ltd.

U.S. $341,000,000 Floating Rate Mezzanine Notes Due December 23,
2031 (current balance of $41,600,000), Upgraded to B1 (sf);
previously on August 5, 2013 Caa2 (sf) Placed on Review for
Possible Upgrade

Rationale:

According to Moody's, the rating actions taken on the Mezzanine
Notes is a result of a decrease in the dollar amount of assets
that Moody's treats as defaulted in its analysis. Moody's dollar
amount of defaulted assets decreased to $12M from $18M, resulting
in an improvement of the Mezzanine Principal Coverage Test. The
coverage test improved to 139.58%, as reported by the trustee in
September 2013 from 124.67%, as reported by the trustee in
September 2012.

Moody's notes that the transaction is highly concentrated and its
portfolio performance depends to a large extent on the credit
conditions of five performing obligors. The deal's lack of
granularity could introduce high volatility to the performance of
the deal.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and of $54.5M (and an Accreted Value of
the FHLMC Principal Strip of $3.6M), defaulted $12M, a weighted
average default probability of 18.97% (implying a WARF of 1013),
Moody's Asset Correlation of 44.47% and a weighted average
recovery rate upon default of 10%. In addition to the quantitative
factors that are explicitly modeled, qualitative factors are part
of rating committee considerations. Moody's considers the
structural protections in the transaction, the risk of triggering
an Event of Default, recent deal performance under current market
conditions, the legal environment, and specific documentation
features. All information available to rating committees,
including macroeconomic forecasts, inputs from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.

Preferred Term Securities IV, Ltd, issued on December 18, 2001, is
a collateralized debt obligation backed by a portfolio of bank
trust preferred securities (the 'TruPS CDO').


PRIMA CAPITAL 2006-1: Moody's Affirms 'Caa3' Rating on 3 Notes
--------------------------------------------------------------
Moody's has upgraded the ratings of three classes of notes and
affirmed the ratings of seven classes of notes issued by Prima
Capital CRE Securitization 2006-1, Ltd. The upgrades are due to
rapid amortization of the underlying assets and full defeasance of
certain assets, combined with steady pool performance as evidenced
by the Moody's weighted average rating factor (WARF). 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-2, Upgraded to Aaa (sf); previously on Nov 30, 2011 Upgraded
to A3 (sf)

Cl. B, Upgraded to A1 (sf); previously on Nov 30, 2011 Upgraded to
Baa3 (sf)

Cl. C, Upgraded to Baa2 (sf); previously on Mar 19, 2009
Downgraded to Ba2 (sf)

Cl. D, Affirmed B1 (sf); previously on Mar 19, 2009 Downgraded to
B1 (sf)

Cl. E, Affirmed B3 (sf); previously on Mar 19, 2009 Downgraded to
B3 (sf)

Cl. F, Affirmed Caa1 (sf); previously on Mar 19, 2009 Downgraded
to Caa1 (sf)

Cl. G, Affirmed Caa2 (sf); previously on Mar 19, 2009 Downgraded
to Caa2 (sf)

Cl. H, Affirmed Caa3 (sf); previously on Mar 19, 2009 Downgraded
to Caa3 (sf)

Cl. J, Affirmed Caa3 (sf); previously on Mar 19, 2009 Downgraded
to Caa3 (sf)

Cl. K, Affirmed Caa3 (sf); previously on Mar 19, 2009 Downgraded
to Caa3 (sf)

Ratings Rationale:

Prima Capital CRE Securitization 2006-1, Ltd. is a static cash
transaction backed by a portfolio of: i) B-Notes (27.7% of the
pool balance); ii) mezzanine interests (52.8%); iii) whole loans
(0.5%); iv) real estate commercial mortgage backed securities
(CMBS) (7.8%); and v) real estate investment trust (REIT) debt
(11.2%). As of the September 24, 2013 Trustee report, the
aggregate note balance of the transaction, including preferred
shares was $167.0 million, compared to $556.8 million at issuance,
with the paydown directed to the senior most outstanding class of
notes as a result of regular amortization of the underlying
collateral and prepayments from recoveries on defaulted assets.

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 2,865
compared to 2,841 at last review. The current distribution of
Moody's rated collateral and assessments for non-Moody's rated
collateral is as follows: Aaa-Aa3 (8.9% compared to 8.0% at last
review), A1-A3 (0% compared to 6.0% at last review), Baa1-Baa3
(11.2% compared to 13.1% at last review), Ba1-Ba3 (2.5% compared
to 5.1% at last review), B1-B3 (43.6% compared to 31.0% at last
review), and Caa1-C (33.8% compared to 36.9% at last review).

Moody's modeled a WAL of 4.3 years compared to 3.6 years at last
review. The current WAL is based upon attributes of the remaining
pool of assets, and assumptions made about extensions on certain
assets.

Moody's modeled a fixed WARR of 19.8% compared to 32.5% at last
review.

Moody's modeled a MAC of 36.4% compared to 24.7% at last review.

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

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

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
19.8% to 9.8% or up to 29.8% would result in a modeled rating
movement on the rated tranches of 0 to 8 notches downward and 0 to
6 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.


REGATTA II: S&P Affirms 'BB' Rating on Class D Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Regatta
II Funding L.P./Regatta II Funding LLC's $371 million floating-
rate notes following the transaction's effective date as of
May 21, 2013.

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

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

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

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

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

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

On an ongoing basis after 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

Regatta II Funding L.P./Regatta II Funding LLC

Class                   Rating              Amount
                                           (mil. $)
A-1                     AAA (sf)            256.50
A-2                     AA (sf)              43.00
B (deferrable)          A (sf)               32.00
C (deferrable)          BBB (sf)             20.00
D (deferrable)          BB (sf)              19.50


SALOMON BROTHERS 2001-C2: Moody's Hikes Cl. J Certs Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one and affirmed
the ratings of two classes of Salomon Brothers Commercial Mortgage
Pass-Through Certificates, Series 2001-C2 as follows:

Cl. J, Upgraded to B1 (sf); previously on Mar 7, 2013 Downgraded
to Caa2 (sf)

Cl. K, Affirmed C (sf); previously on Mar 7, 2013 Downgraded to C
(sf)

Cl. X-1, Affirmed Caa3 (sf); previously on Mar 7, 2013 Downgraded
to Caa3 (sf)

Ratings Rationale:

The upgrade of Class J is due to a significant increase in
defeasance as well as loan paydowns and amortization. Defeasance
has increased to 50% of the current pool balance compared to 6% at
last review, however, despite the significant increase in
defeasance, Moody's upgrade to B1 reflects concerns of an increase
in interest shortfalls from the loans in special servicing.

The affirmation of Class K is due to realized losses from
liquidated loans experienced by this class as well as the rating
being consistent with Moody's base expected loss. The rating of
the 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 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
41% of the current balance. At last review, Moody's cumulative
base expected loss was 35.4%. On a percentage basis the base
expected loss has increased slightly due to the 49% paydown since
last review. However, on a numerical basis, the base expected loss
has actually decreased by $3.8 million. Realized losses have
increased to 5.3% of the original balance compared to 5.0% at last
review. Moody's base expected loss plus realized losses is now
5.9% of the original pooled balance compared to 6.1% at last
review. Moody's provides a current list of base losses for conduit
and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.6. 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.

Since approximately 47% of the pool is in special servicing (three
out of the remaining 6 loans), Moody's also utilized a loss and
recovery approach in rating this deal. In this approach, Moody's
determines a probability of default for each specially serviced
loan and determines a most probable loss given default based on a
review of broker's opinions of value (if available), other
information from the special servicer and available market data.
The loss given default for each loan also takes into consideration
servicer advances to date and estimated future advances and
closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most
junior class and the recovery as a pay down of principal to the
most senior class.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 7, 2013.

Deal Performance:

As of the October 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $13.2
million from $864.7 million at securitization. The Certificates
are collateralized by 6 mortgage loans ranging in size from 3% to
40% of the pool. Two loans, representing 50% of the pool, have
defeased and are secured by U.S. Government securities.

Currently, there are no loans on the master servicer's watchlist.

Nineteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $45.8 million (47% loss severity on
average). Three loans, representing 47% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Clarion Inn Asheville Airport Loan ($3.7 million -- 27.8% of the
pool), which is secured by a 150 key limited service hotel in
Fletcher, North Carolina. The loan initially transferred to
special servicing in June 2010 due to a technical default from an
unauthorized franchise change from Holiday Inn to Clarion. The
loan then entered maturity default in August 2011. A receiver was
appointed in September 2011 and the loan has recently been deemed
non-recoverable. For the trailing twelve months period ending
August 2013, the property had an occupancy and revenue per
available room (RevPAR) of 43.8% and $31.25, respectively,
compared to 37.2% and $26.68 the prior year. The special servicer
has indicated that this property is currently listed for sale by
the receiver.

The second largest exposure is the Park 2000 -- Buildings H and K
loans ($2.6 million -- 19.5% of the pool), which consist of two
cross-collateralized loans secured by two industrial buildings
located in Las Vegas, Nevada. The buildings total 50,544 square
feet (SF) and were a combined 65% leased as of August 2013. The
loans transferred to special servicing in April 2011 due to
imminent payment default and became real estate owned (REO) in
February 2012. The master servicer deemed these loans non-
recoverable in December 2012. The special servicer indicated that
these loans are currently being marketed for sale.

Moody's estimates an aggregate $5.5 million loss for the specially
serviced loans (87% expected loss on average).

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $2.5 million. Moody's
anticipates that the pool will continue to experience interest
shortfalls caused by specially serviced loans. Interest shortfalls
are caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses and nonadvancing by the
master servicer based on a determination of non-recoverability.
The servicer has made a determination of non-recoverability for
all three of the specially serviced loans.

The sole performing non-defeased loan in the pool is the Stanley
Court Apartments Loan ($376,606 -- 2.9% of the pool). The loan is
secured by a 44 unit garden style apartment complex in
Bloomington, Minnesota. The property was 100% leased as of
December 2012. The loan is fully amortizing and matures in
December 2016. Moody's current LTV and stressed DSCR are 26% and
3.91X, respectively, compared to 33% and 3.10X 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.


SPRING ROAD 2007-1: S&P Affirms 'BB+(sf)' Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from Spring Road CLO 2007-1 Ltd., a U.S.
collateralized loan obligation (CLO) managed by Denali Capital
LLC; affirmed our 'BB+ (sf)' rating on the class E notes; and
removed all of them from CreditWatch with positive implications,
where they were placed on Sept. 5, 2013.  At the same time, S&P
affirmed its 'AAA (sf)' ratings on the class A-1 and A-2 notes.

The upgrades primarily reflect increased credit support available
to the rated notes as the deal continues to amortize and pay down
the senior notes.

The transaction began paying down the senior notes before the
reinvestment period ended in July 2013.  On the January 2013
payment date, the transaction paid down approximately
$119.57 million to the class A-1 and A-2 notes (collectively, the
class A notes), according to the special amortization
requirements.  On the July 2013 payment date (after the
reinvestment period ended), the class A notes received
$58.6 million in additional paydowns.  To date, the class A notes
have received approximately $178.74 million, bringing them to 31%
of their original note balances.

The notes' paydowns increased the transaction's
overcollateralization (O/C) ratios.  The trustee reports the
following O/C ratios in the September 2013 monthly report:

   -- The class A/B O/C ratio is 181.86%, up from 135.86% in the
      January 2012 trustee report, which S&P used for its February
      2012 analysis;

   -- The class C O/C ratio is 145.45%, up from 123.43% in January
      2012;

   -- The class D O/C ratio is 127.57%, up from 116.01% in January
      2012; and

   -- The class E O/C ratio is 112.43%, up from 108.83% in January
      2012.

The transaction also has fewer defaulted obligations than it did
in January 2012.  Based on the September 2013 trustee report,
which S&P referenced for the rating actions, the transaction
contained $2.32 million in defaulted assets, down from the
$8.55 million noted in the January 2012 trustee report that S&P
used for its last rating actions in February 2012.  Furthermore,
the amount of assets from obligors rated in the 'CCC' category was
reported at $19.97 million in September 2013, down from
$59.62 million in January 2012.

The affirmations reflect the availability of adequate credit
support at the current rating levels.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Spring Road CLO 2007-1 Ltd.

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

TRANSACTION INFORMATION
Issuer:              Spring Road CLO 2007-1 Ltd.
Co-issuer:           Spring Road CLO 2007-1 LLC
Collateral manager:  Denali Capital LLC
Trustee:             Deutsche Bank Trust Co. Americas
Transaction type:    Cash flow CLO

CLO-Collateralized loan obligation.


STONE TOWER: S&P Affirms 'B+sf' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes from Stone Tower CLO IV Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Stone
Tower Debt Advisors LLC.  S&P also affirmed its ratings on the
class A-1, C-1, C-2, and D notes.  In addition, S&P removed its
ratings on five classes from CreditWatch, where it placed them
with positive implications on Sept. 5, 2013.

The transaction is in its amortization phase and continues to use
its principal proceeds to pay down the senior notes in the payment
sequence as specified in the indenture.  The rating actions follow
S&P's performance review of Stone Tower CLO IV Ltd. and reflect
$227.2 million in paydowns to the class A-1 notes since its
January 2013 rating actions.  Consequently, the transaction's
class A, B, C, and D overcollateralization (O/C) ratio tests have
improved.

The amount of 'CCC' rated collateral held in the transaction's
asset portfolio declined since S&P's January 2013 rating actions.
According to the September 2013 trustee report, the transaction
held $5.1 million in 'CCC' rated collateral, down from
$17.8 million noted in the January 2013 trustee report, which S&P
used for those rating actions.

The balance of defaulted collateral has remained steady over the
time since January 2013.  According to the September 2013 trustee
report, the transaction held $5.49 million, or 2.00% of the total
collateral, in defaulted assets, a slight increase from
$5.24 million, or 1.00% of the total collateral, noted in the
January 2013 trustee report.

S&P also noted that the transaction is exposed to long-dated
assets, (i.e. assets maturing after the stated maturity of the
CLO).  According to the September 2013 trustee report, the balance
of collateral with a maturity date after the transaction's stated
maturity accounted for 7.9% of the portfolio.  S&P's analysis
considered the potential market value or settlement-related risk
arising from the potential liquidation of the remaining securities
on the transaction's legal final maturity date.

S&P affirmed its ratings on the class A-1, C-1, C-2, and D notes
to reflect its belief that the credit support available is
commensurate with the current ratings.  The obligor concentration
supplemental test (which is part of S&P's criteria for rating
corporate collateralized debt obligation transactions) affected
the ratings on the class C-1, C-2, and D notes.

S&P's review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance.  In
line with S&P's criteria, its cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios.  In addition, S&P's analysis
considered the transaction's ability to pay timely interest or
ultimate principal to each of the rated tranches.  The results of
the cash flow analysis demonstrated, in S&P's view, that all of
the rated outstanding classes have adequate credit enhancement
available at the rating levels associated with these rating
actions.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Stone Tower CLO IV Ltd.
                       Rating
Class              To           From
A-1                AAA (sf)     AAA (sf)
A-2                AAA (sf)     AA+ (sf)/Watch Pos
B                  AA+ (sf)     A+ (sf)/Watch Pos
C-1                BBB+ (sf)    BBB+ (sf)/Watch Pos
C-2                BBB+ (sf)    BBB+ (sf)/Watch Pos
D                  B+ (sf)      B+ (sf)/Watch Pos


STRIPS III: Moody's Affirms Ca Rating on Class N Notes
------------------------------------------------------
Moody's has affirmed the rating of two classes of notes issued by
STRIPs III Ltd./STRIPs III Corp. Master Trust, Series 2003-1. The
affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-REMIC) transactions.

Moody's rating action is as follows:

Cl. M, Affirmed Caa3 (sf); previously on Dec 7, 2012 Downgraded to
Caa3 (sf)

Cl. N, Affirmed Ca (sf); previously on Dec 28, 2011 Downgraded to
Ca (sf)

Ratings Rationale:

STRIPs III Ltd./STRIPs III Corp. Master Trust, Series 2003-1 is a
static transaction backed by a portfolio of eight interest only
(IO) certificates from eight CMBS transactions issued from 1999
through 2002. As of the September 24, 2013 Trustee report, the
aggregate note balance of the transaction has decreased to $5.4
million from $465.2 million at issuance, with the paydown due to
excess proceeds directed to amortise the rated notes in a senior-
sequential manner after scheduled interest payments are made to
the outstanding notes.

Within the resecuritization pool, the identified weighted average
life is 2.8 years assuming a 0%/0% constant default and prepayment
rate (CDR/CPR).

Changes in any one or combination of key parameters may have have
rating implications on certain classes of rated notes. However, in
many instances, a change in assumptions of any one key parameter
may be offset by a change in one or more of the other key
parameters. Cash flows to the underlying IO Certificates are
particularly sensitive to changes in recovery rate assumptions for
the underlying CMBS transactions.

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

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

The methodological approach used in these ratings is as follows:
Moody's applied ratings-specific cash flow scenarios assuming
different loss timing, recovery and prepayment assumptions on the
underlying pool of mortgages that are the collateral for the
underlying CMBS transaction through Structured Finance
Workstation(R) (SFW), the cash flow model developed by Moody's
Wall Street Analytics. The analysis incorporates performance
variances across the different pools and the structural features
of the transaction including priorities of payment distribution
among the different tranches, tranche average life, current
tranche balance and future cash flows under expected and stressed
scenarios. In each scenario, cash flows and losses from the
underlying collateral were analyzed applying different stresses at
each rating level. The resulting ratings specific stressed cash
flows were then input into the structure of the resecuritization
to determine expected losses for each class. The expected losses
were then compared to the idealized expected loss for each class
to gauge the appropriateness of the existing rating. The stressed
assumptions considered, among other factors, the underlying
transaction's collateral attributes, past and current performance,
and Moody's current negative performance outlook for commercial
real estate.


SYMPHONY CLO XII: Moody's Rates $21MM Class F Notes 'B2(sf)'
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Symphony
CLO XII, Ltd.:

U.S. $500,000,000 Class A Senior Floating Rate Notes due 2025 (the
"Class A Notes"), Assigned (P)Aaa (sf)

U.S. $61,000,000 Class B-1 Senior Floating Rate Notes due 2025
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

U.S. $45,000,000 Class B-2 Senior Fixed Rate Notes due 2025 (the
"Class B-2 Notes"), Assigned (P)Aa2 (sf)

U.S. $47,000,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class C Notes"), Assigned (P)A2 (sf)

U.S. $51,000,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class D Notes"), Assigned (P)Baa3 (sf)

U.S. $34,000,000 Class E Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class E Notes"), Assigned (P)Ba3 (sf)

U.S. $21,000,000 Class F Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class F Notes"), Assigned (P)B2 (sf)

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

Ratings Rationale:

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

Symphony XII is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 80% of the portfolio must be invested in
first lien senior secured loans and eligible investments, up to
10% of the portfolio may consist of senior secured floating rate
notes and up to 10% of the portfolio may consist of second lien
loans, bonds and unsecured loans. The underlying collateral pool
is expected to be approximately 70% ramped as of the closing date.

Symphony Asset Management LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk and credit improved
obligations, and are subject to certain restrictions.

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

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

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

Par amount of $800,000,000

Diversity of 50

WARF of 2655

Weighted Average Spread of 3.85%

Weighted Average Coupon of 7%

Weighted Average Recovery Rate of 43%

Weighted Average Life of 8.5 years

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

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

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

Percentage Change in WARF Impact in Rating Notches

WARF + 15% (2855 to 3053) Class A Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

WARF + 30% (2855 to 3452) Class A Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2

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

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


TPREF FUNDING II: Moody's Affirms 'Caa3' Rating on $196MM Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has confirmed the
rating of the following notes issued by TPREF Funding II, Ltd.:

U.S. $100,000,000 Class A-2 Floating Rate Senior Notes Due 2032
(current balance of $71,337,302), Confirmed at A2 (sf); previously
on August 5, 2013 Upgraded to A2 (sf) and Placed Under Review for
Possible Upgrade.

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

U.S. $196,000,000 Class B Floating Rate Senior Subordinate Notes
Due 2032, Affirmed Caa3 (sf); previously on March 27, 2009
Downgraded to Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the uncertainty posed by the potential risk
of triggering an Event of Default in spite of the positive credit
impact of the deleveraging of the Class A-2 Notes and the increase
in the transaction's overcollateralization ratios.

Moody's notes that the Class A-1 Notes were paid down in full and
the Class A-2 Notes have been paid down by approximately 28.7% or
$28.7 million since November 2012 due to the disbursement of
principal proceeds from redemptions of underlying assets. Since
November 2012, three banks included in the transaction's portfolio
with a total par of $37.5 million have redeemed their trust
preferred securities. According to the latest trustee report dated
August 15, 2013, the senior principal coverage test and
subordinate principal coverage test are reported at 247.5% (limit
125.0%) and 66.05% (limit 106.2%) respectively, versus November
2012 levels of 197.1% and 70.27%, respectively.

However, in its evaluation Moody's has taken into consideration
the risk of the transaction triggering an Event of Default if
there is a default in the payment of interest on the Class B
Notes. The transaction is currently paying partial interest on
Class B Notes from the reserve account. Moody's notes that if the
reserve account is depleted, the interest proceeds generated by
the transaction may not be sufficient to pay accrued interest on
the Class B Notes on future payment dates.

In taking the forgoing actions, Moody's also announced that it had
concluded its review of its ratings on the issuer's Class A-2
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.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and principal proceeds balance of $134.1
million, defaulted/deferring par of $173.9 million, a weighted
average default probability of 19.42% (implying a WARF of 970),
Moody's Asset Correlation of 26.78%, and a weighted average
recovery rate upon default of 10%. In addition to the quantitative
factors that are explicitly modeled, qualitative factors are part
of rating committee considerations. Moody's considers the
structural protections in the transaction, the risk of triggering
an Event of Default, recent deal performance under current market
conditions, the legal environment, and specific documentation
features. All information available to rating committees,
including macroeconomic forecasts, inputs from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.

TPREF Funding II, Ltd., issued in October 2002, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities.


TRAPEZA CDO XI: Moody's Hikes Rating on Class A-3 Notes to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Trapeza CDO XI, Ltd:

U.S. $281,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes due 2041 (current balance of $173,179,397.47), Upgraded
to Ba2 (sf); previously on August 5, 2013 B1 (sf) Placed Under
Review for Possible Upgrade

U.S. $53,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes due 2041, Upgraded to B3 (sf); previously on August 5,
2013 Caa2 (sf) Placed Under Review for Possible Upgrade

U.S. $20,000,000 Class A-3 Third Priority Senior Secured Floating
Rate Notes due 2041, Upgraded to Caa1 (sf); previously on August
5, 2013 Caa3 (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 Class A-1 Notes, an
increase in the transaction's overcollateralization ratios as well
as the improvement in the credit quality of the underlying
portfolio.

Moody's notes that the Class A-1 Notes have been paid down by
approximately 3.9% or $7.0 million since October 2012, due to the
diversion of interest proceeds. As a result of this deleveraging,
based on Moody's calculations the par coverage has improved to
158.81%, 121.60% and 111.72% for the Class A-1, A-2 and A-3 Notes,
respectively. According to the latest trustee report dated October
1, 2013, the Class A overcollateralization test is 117.73 % (limit
124.0%), versus the October 2012 level of 112.62%.

Moody's also notes that the deal benefited from an improvement in
the credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
2755. Also, the total par amount that Moody's treated as defaulted
or deferring declined to $146.4 million. The decline is due to
improvement in the credit quality and the financial ratios of the
assets that were assumed to be defaulted in the last rating
action.

In taking the forgoing actions, Moody's also announced that it had
concluded its review of its ratings on the issuer's Class A 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 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 $275.0 million, defaulted/deferring par of $146.4
million, a weighted average default probability of 44.79%
(implying a WARF of 2755), Moody's Asset Correlation of 15.73%,
and a weighted average recovery rate upon default of 9.12%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Trapeza CDO XI, Ltd, issued on November 8, 2006, is a
collateralized debt obligation backed by a portfolio of bank,
insurance and REIT 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, insurance companies and REITs 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. For insurance TruPS without public ratings, Moody's
relies on the assessment of Moody's Insurance team based on the
credit analysis of the underlying insurance firms' annual
statutory financial reports. For REIT TruPS without public ratings
by Moody's, their credit quality is assessed by Moody's REIT group
using the REIT firms annual financial reporting.

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. CDOROM v.2.8-9 is
available on moodys.com under Products and Solutions -- Analytical
models, upon return of a signed free license agreement.

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 214 points from the
base case of 2755, the model-implied rating of the Class A-1 Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 136 points, the model-implied rating of the
Class A-1 Notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first sensitivity analysis,
Moody's gave par credit to banks that are deferring interest on
their TruPS but satisfy specific credit criteria and thus have a
strong likelihood of resuming interest payments. Under this
sensitivity analysis, Moody's gave par credit to $5.0 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. Below is a summary of the
impact on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Sensitivity Analysis 1:

Class A-1: +1

Class A-2: +1

Class A-3: +0

Class B: +0

Class C: +0

Sensitivity Analysis 2:

Class A-1: +1

Class A-2: +1

Class A-3: +1

Class B: +0

Class C: +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.
Moody's continues to have a stable outlook on the insurance
sector, other than the negative outlook on the U.S. life insurance
industry.


TRIMARAN CLO V: Moody's Hikes Rating on $11MM Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Trimaran CLO V Ltd.:

U.S.$33,000,000 Class B Second Priority Floating Rate Notes Due
2018, Upgraded to Aaa (sf); previously on August 24, 2011 Upgraded
to Aa1 (sf)

U.S.$17,000,000 Class C Third Priority Deferrable Floating Rate
Notes Due 2018, Upgraded to A1 (sf); previously on August 24, 2011
Upgraded to Baa2 (sf)

U.S.$12,000,000 Class D Fourth Priority Deferrable Floating Rate
Notes Due 2018, Upgraded to Baa2 (sf); previously on August 24,
2011 Upgraded to Ba1 (sf)

U.S.$11,000,000 Class E Fifth Priority Deferrable Floating Rate
Notes Due 2018, Upgraded to Ba2 (sf); previously on August 24,
2011 Upgraded to B1 (sf)

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

U.S. $182,000,000 Class A-1 Senior Secured Floating Rate Notes Due
2018 (current outstanding balance of $99,650,494.11), Affirmed Aaa
(sf); previously on March 23, 2006 Assigned Aaa (sf)

U.S. $21,000,000 Class A-2 Senior Secured Floating Rate Notes Due
2018, Affirmed Aaa (sf); previously on September 10, 2009
Confirmed at 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 after
the end of the deal's reinvestment period in March 2013. Moody's
notes that the Class A-1 Notes have been paid down by
approximately 45% or $82 million since March 2013. Based on the
latest trustee report dated September 4, 2013, the Class A/B,
Class C, Class D and Class E overcollateralization ratios are
reported at 129.2%, 117.8%, 110.9%, and 105.2%, respectively,
versus March 2013 levels of 122.4%, 114.2%, 109.0% and 104.7%,
respectively. Additionally, Moody's notes that the trustee
reported overcollateralization ratios do not include the September
16, 2013 payment distribution when $22.3 million of principal
proceeds were used to pay down the Class A-1 Notes. Moody's also
notes that the deal has benefited from higher weighted average
spread (WAS) and weighted average recovery rate (WARR) levels.
Based on the September 2013 trustee report, the current WAS and
WARR are reported at 3.5% and 52.3%, respectively, compared to the
covenant levels of 2.8% and 46.5%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since March 2013. Based on the September 2013 trustee report, the
weighted average rating factor (WARF) is currently 2449 compared
to 2325 in March 2013.

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 $203.3 million, defaulted par of $4.6 million,
a weighted average default probability of 14.9% (implying a WARF
of 2555), a WARR upon default of 52%, 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.

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

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 described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a 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% (2044)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3066)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: -1

Class D: -2

Class E: -1

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

Sources of additional performance uncertainties are described
below:

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.


VICTORIA FALLS: S&P Raises Rating on Class D Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C def and D def notes from Victoria Falls CLO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by Babson
Capital Management LLC.  In addition, S&P removed its ratings on
the class C def and D def notes from CreditWatch, where S&P had
placed them with positive implications on Sept. 5, 2013.  S&P also
affirmed its ratings on the class A-1B, A-2, A-3, B-1, and B-2
notes.

The transaction is in its amortization phase, and continues to use
its principal proceeds to pay down the senior notes in the payment
sequence as specified in the indenture.  Following S&P's
performance review, the rating actions reflect $63.7 million in
paydowns to the class A-1A, A-1B, A-2, and A-3 notes to 0.0%,
3.5%, 0.7%, and 0.7% of their original balances, respectively.
The upgrades also reflect the transaction's overcollateralization
ratio tests, which have improved due to the aforementioned
paydowns.

The amount of 'CCC' rated collateral held in the transaction's
asset portfolio has declined since S&P's January 2013 rating
actions.  According to the September 2013 trustee report, the
transaction held $3.2 million in 'CCC' rated collateral (down from
$7.1 million noted in the December 2012 trustee report, which S&P
used for its January 2013 rating actions).  In addition, according
to the September 2013 trustee report, the transaction held
$978,873 in defaulted assets (the same amount noted in the
December 2012 trustee report).

The obligor concentration supplemental test (which is part of
S&P's criteria for rating corporate collateralized debt obligation
transactions) affected the ratings on the class C def and D def
notes.

The affirmations of the class A-1B, A-2, A-3, B-1, and B-2 notes
reflect S&P's belief that the credit support available is
commensurate with the current ratings.

S&P's review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance.  In
line with S&P's criteria, its cash flow scenarios applied forward-
looking assumptions on the expected timing and pattern of defaults
and recoveries upon default, under various interest-rate and
macroeconomic scenarios.  In addition, S&P's analysis considered
the transaction's ability to pay timely interest or ultimate
principal to each of the rated tranches.  In S&P's view, the
results of its cash flow analysis demonstrated that all of the
rated outstanding classes have adequate credit enhancement
available at the rating levels associated with these rating
actions.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Victoria Falls CLO Ltd.
                   Rating
Class         To           From
C Def         A+ (sf)      BBB+ (sf)/Watch Pos
D Def         B- (sf)      CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Victoria Falls CLO Ltd.

Class         Rating
A-1B          AAA (sf)
A-2           AAA (sf)
A-3           AAA (sf)
B-1           AAA (sf)
B-2           AAA (sf)


WFRBS 2912-C9: Fitch Affirms 'B' Rating on Class F Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of WFRBS Commercial Mortgage
Trust 2012-C9 commercial mortgage pass-through certificates.

Key Rating Drivers

The affirmations are due to stable performance of the underlying
pool since issuance. As of the September 2013 distribution date,
the pool's aggregate principal balance has been reduced by 1.2% to
$1.04 billion from $1.05 billion at issuance. Fitch has designated
two loans (4.3%) as Fitch Loans of Concern (LOC), and no loans are
in special servicing. Full year 2012 financials were available for
56 (87.7%) of the remaining 73 loans in the pool.

The largest Fitch LOC is secured by the Hyatt Regency Milwaukee, a
481-key, full-service, hotel (3.7% of the pool). The hotel is
located near the Bradley Center, US Cellular Center and is
connected to the Frontier Airlines Center by an enclosed skywalk.
As per the year-end 2012 financials, the property's net operating
income (NOI) was 27.8% below that of underwritten at issuance. The
decrease in NOI was attributed to an increase in expenses
primarily associated with the franchise fee. The servicer-reported
occupancy and NOI debt service coverage ratio (DSCR) was at 62.3%
and 1.22x as of year-end 2012.

The largest loan of the pool, Chesterfield Towne Center (10.6%),
is secured by a 1 million square foot (sf) regional mall with an
adjacent strip shopping center located in North Chesterfield, VA.
The property is anchored by Sears (non-collateral), JCPenney (non-
collateral), Macy's and Garden Ridge. The year-end 2012 servicer-
reported occupancy and DSCR was at 94.4% and 1.70x, respectively.
The property is performing slightly above its underwritten
occupancy and DSCR of 93.1% and 1.64x at issuance, respectively.

The second largest loan of the pool, Town Pavilion, is secured by
an office tower, three office buildings and 2 parking garages
located in Kansas City, MO. The property is one of a handful of
class A office assets in downtown and contains 844,456 sf office
space. As per the property's rent roll, the second-quarter 2013
occupancy was 87.6%, which was slightly higher than 85.2% at
issuance. In addition, the servicer-reported DSCR was 1.89x as of
year-end 2012.

Rating Sensitivity

The Rating Outlooks for all classes remain stable due to the
relatively stable performance of the pool since issuance.
Additional information on rating sensitivity is available in the
report 'WFRBS Commercial Mortgage Trust 2012-C9' (Jan. 11, 2013),
available at www.fitchratings.com.

Fitch affirms the following classes as indicated:

-- $73.3 million class A-1 at 'AAAsf'; Outlook Stable;
-- $110.4 million class A-2 at 'AAAsf'; Outlook Stable;
-- $444.2 million class A-3 at 'AAAsf'; Outlook Stable;
-- $96.2 million class A-SB at 'AAAsf'; Outlook Stable;
-- $93.4 million class A-S at 'AAAsf'; Outlook Stable;
-- $817.5 million* class X-A at 'AAAsf'; Outlook Stable;
-- $101.3 million* class X-B at 'A-sf'; Outlook Stable;
-- $64.5 million class B at 'AA-sf'; Outlook Stable;
-- $36.8 million class C at 'A-sf'; Outlook Stable;
-- $42.1 million class D at 'BBB-sf'; Outlook Stable;
-- $21.1 million class E at 'BBsf'; Outlook Stable;
-- $19.7 million class F at 'Bsf'; Outlook Stable.

* Notional amount and interest-only.

Fitch does not rate the class G certificates.


* Fitch: Sizeable REO Dispositions Drive U.S. CMBS Delinquencies
----------------------------------------------------------------
The U.S. CMBS delinquency rate continued its steady improvement
last month driven by large REO dispositions, according to the
latest index results from Fitch Ratings.

CMBS late-pays fell 11 basis points (bps) in September to 6.57%
from 6.68% a month earlier. The drop was led by the sale of the
Granite Run Mall, while the sale of another large troubled asset
appears imminent. The Granite Run Mall was previously the fourth
largest loan in COMM 2006-C7 and represented 5.5% of the deal.
Meanwhile, Fitch awaits the sale of another troubled mall:
Gwinnett Place in Duluth, GA. The asset represents the fifth
largest in MLMT 2007-C1, comprising roughly 4% of the deal.

CMBS delinquencies will continue to move lower as assets become
REO and are disposed of. In fact, the percentage of REO assets in
Fitch's delinquency index exceeded 50% for the first time in the
index's history last month. This compares to 37% one year ago.

Current and previous delinquency rates are as follows:

-- Industrial: 9.57% (from 9.41% in August);
-- Hotel: 7.52% (from 7.68%);
-- Office: 7.41% (from 7.56%);
-- Multifamily: 6.95% (from 7.30%);
-- Retail: 6.11% (from 6.23%).


* Fitch Says Limited Rating Actions in U.S. CMBS Expected
---------------------------------------------------------
Fitch Ratings expects limited rating actions to be taken on U.S.
CMBS transactions as a result of Fitch placing the U.S sovereign
rating on Rating Watch Negative. Bonds in five CMBS transactions
have direct links to the U.S. rating and have already been placed
on Rating Watch Negative. Many other CMBS transactions have
exposure to defeased collateral (generally Treasury Bills, Notes
and STRIPS), and the U.S. government as a tenant through the
government's General Services Agency (GSA). However, immediate
rating action on those transactions is unlikely at this time.

One single-borrower transaction, WHC-IRS Trust Pass-Through
Certificates, has already been placed on Negative Watch. The
rating of the transaction is entirely dependent on the rating of
the U.S. government. (See Fitch's press release, "Fitch Places
WHC-IRS Trust Pass-Through Certificates on Rating Watch Negative",
dated Oct. 16, 2013), available at www.fitchratings.com.

In addition, 11 rake bonds in four multi-borrower transactions
have also been placed on Negative Watch because the underlying
collateral has been defeased and is therefore dependent on the
rating of the U.S government. (See Fitch's press release, "Fitch
Places 11 Bonds in Four U.S. CMBS Transactions on Rating Watch
Negative due to U.S. Rating", dated Oct. 16, 2013).

In the Fitch-rated U.S CMBS universe, 2.5%, or $10.3 billion, is
defeased across 212 transactions. Of the 212 transactions, 31 have
concentrations of 20% or more in defeased loans. Sixteen of these
are 2004 vintage with the vast majority of loans maturing within
the next 12 months. The five transactions mentioned above are the
only transactions with bonds that are entirely dependent on
defeased collateral.

Many CMBS transactions also have exposure to GSA tenants. While
the potential for a government nonpayment of leases continues to
exist, the borrowers are ultimately responsible for the payment of
debt service. If certain borrowers are unwilling or unable to come
out of pocket during the period of time the government does not
make lease payments, servicers are required to advance debt
service to the extent those advances are recoverable. Servicers
receive interest on these advances which may ultimately be a
permanent shortfall; however, these are expected to impact the
lowest tranches in transaction.


* Fitch Says U.S. Credit Card ABS Delinquencies Beginning to Rise
-----------------------------------------------------------------
Fitch Ratings' preliminary index results indicate that prime 60+
day delinquencies will rise, ending a streak of six straight
months of decline. "We also expect an increase in Fitch's
preliminary Retail 60+ Day Delinquency Index.  We expect
collateral performance to be stable for the rest of this year and
to remain above pre-crisis levels, despite this likely increase in
delinquencies. Continued rating stability in the sector is
anticipated," Fitch says.

Seasonality supports our view that delinquencies will increase
slightly for the remainder of the year. A similar seven-month
streak was broken at the same time last year. Fitch's preliminary
Prime Monthly Payment Rate (MPR) Index also shows that a seasonal
decline is in store. As a result, MPR will fall from its all-time
high reached in September 2013. Gross yield is expected to
increase despite normally realizing a decline for the September
reporting period.

On a more positive note, Fitch's preliminary Prime Chargeoff Index
is anticipated to decline for the sixth straight month. This would
mark another seven-year low for chargeoffs.

Preliminary results for retail credit cards are likely to slip.
Fitch's preliminary Retail 60+ Day Delinquency Index is expected
to increase for the fourth straight month, indicating an upturn in
chargeoffs for at least the remainder of the year. Chargeoffs are
anticipated to decline slightly month over month. Fitch's
preliminary Retail MPR Index indicates a decline after an uptick
in the previous month. Gross yield looks to be favorable for the
September reporting period with a slight increase anticipated.

Actual results for Fitch's Prime and Retail Credit Card indices
will be available in early November.


* Moody's Takes Action on $252-Mil. of RMBS Issued 2002-2004
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches and upgraded the ratings of 19 tranches backed by Prime
Jumbo RMBS loans, issued by miscellaneous issuers.

Complete rating actions are as follows:

Issuer: Bear Stearns ARM Trust 2004-1

Cl. I-1-A-1, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-1-A-2, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-1-A-3, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-2-A-4M, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-4-A-1, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-4-A-2, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-5-A-1, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-5-A-2, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-5-A-3, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa2 (sf)

Cl. I-6-A-1, Upgraded to B3 (sf); previously on Mar 13, 2012
Downgraded to Caa1 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-14

Cl. 4-A-1, Downgraded to Ba3 (sf); previously on Mar 2, 2012
Confirmed at Ba1 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2004-8

Cl. 1-A-3, Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Underlying Rating: Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Financial Guarantor: Syncora Guarantee Inc. (Insured Rating
Withdrawn Nov 8, 2012)

Cl. 1-A-4, Upgraded to Baa3 (sf); previously on Mar 2, 2012
Downgraded to Ba3 (sf)

Cl. 1-A-5, Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Cl. 1-A-6, Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Cl. 1-A-7, Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Underlying Rating: Upgraded to Ba2 (sf); previously on Mar 2, 2012
Confirmed at B1 (sf)

Financial Guarantor: Syncora Guarantee Inc. (Insured Rating
Withdrawn Nov 8, 2012)

Cl. 1-A-8, Upgraded to Baa1 (sf); previously on Mar 2, 2012
Confirmed at Ba2 (sf)

Cl. 1-A-11, Upgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to B2 (sf)

Cl. 2-A-1, Upgraded to Baa3 (sf); previously on Mar 2, 2012
Confirmed at Ba2 (sf)

Cl. PO, Upgraded to Ba3 (sf); previously on Apr 19, 2011
Downgraded to B2 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2004-G

Cl. A-1, Downgraded to Ba2 (sf); previously on Nov 8, 2012
Downgraded to Baa2 (sf)

Cl. A-2, Downgraded to Ba2 (sf); previously on Nov 8, 2012
Downgraded to Baa2 (sf)

Cl. X-A, Downgraded to Ba2 (sf); previously on Nov 8, 2012
Downgraded to Baa2 (sf)

Cl. B-1, Downgraded to Caa1 (sf); previously on Nov 8, 2012
Downgraded to B3 (sf)

Issuer: Sequoia Mortgage Trust 6

Cl. A, Downgraded to Ba2 (sf); previously on Nov 20, 2012
Downgraded to Baa2 (sf)

Cl. B-1, Downgraded to B3 (sf); previously on Nov 20, 2012
Downgraded to Ba3 (sf)

Cl. B-2, Downgraded to Caa3 (sf); previously on Nov 20, 2012
Downgraded to Caa1 (sf)

Cl. B-3, Downgraded to Ca (sf); previously on Nov 20, 2012
Downgraded to Caa3 (sf)

Issuer: Thornburg Mortgage Securities Trust 2002-3

Cl. A-1, Downgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to Baa2 (sf)

Cl. A-2, Downgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to Baa2 (sf)

Cl. A-3, Downgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to Baa2 (sf)

Cl. A-4, Downgraded to Ba2 (sf); previously on Mar 2, 2012
Downgraded to Baa2 (sf)

Cl. B-1, Downgraded to Caa2 (sf); previously on Mar 2, 2012
Downgraded to B3 (sf)

Cl. B-2, Downgraded to Ca (sf); previously on Apr 20, 2011
Downgraded to Caa2 (sf)

Cl. B-3, Downgraded to C (sf); previously on Apr 20, 2011
Downgraded to Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrade rating actions are a result of improving
performance of the related pools and/or faster pay-down of the
bonds due to high prepayments/fast liquidations.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.1% in 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.


* S&P Affirms Ratings on 29 Natural-Peril Catastrophe Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on 29 natural-peril catastrophe bonds issued by 13
different issuers, which had annual resets of the probability of
attachment.

"In each case the probability of attachment was reset to a
percentage consistent with the transaction documents and the
current rating.  In addition, we reviewed the creditworthiness of
each ceding company and the ratings on the collateral that will be
used to redeem the principal on the redemption date, or the rating
on the repurchase counterparty as applicable," S&P said.

RATINGS LIST

Ratings Affirmed
Montana Re Ltd.

Series 2010-I Class C            B (sf)
Series 2010-I Class E            B-(sf)

Foundation Re III Ltd.
Series 2010-I Class A            BB (sf)
Series 2011-I Class A            BB+(sf)

Residential Reinsurance 2011 Ltd.
Series 2011-I Class 1            BB-(sf)
Series 2011-I Class 2            B- (sf)
Series 2011-I Class 5            B+ (sf)

Residential Reinsurance 2012 Ltd.
Series 2012-I Class 3            BB-(sf)
Series 2012-I Class 5            BB (sf)
Series 2012-II Class 1           BB+(sf)
Series 2012-II Class 2           BB (sf)

East Lane Re IV
Series 2011-I Class A            BB+(sf)
Series 2011-I Class B            BB (sf)

East Lane Re V Ltd.
Series 2012 Class A              BB (sf)
Series 2012 Class B              BB-(sf)

Johnston Re Ltd.
Series 2011-I Class A            BB-(sf)
Series 2011-I Class B            BB-(sf)

Compass Re Ltd.
Series 2011-I Class 1            BB-(sf)
Series 2011-I Class 2            BB-(sf)
Series 2011-I Class 3            B+ (sf)

Embarcadero Re Ltd.
Series 2011-I Class A            BB-(sf)
Series 2012-I Class A            BB-(sf)
Series 2012-II Class A           BB+(sf)

Ibis Re II Ltd.
Series 2012-I Class A            BB-(sf)
Series 2012-I Class B            B- (sf)

Mystic Re III Ltd.
Series 2012-I Class A            BB (sf)
Series 2012-I Class B            B  (sf)

Everglades Re Ltd.
Series 2012-I Class A            B+ (sf)

Long Point Re III Ltd.
Series 2012-I Class A            BB+(sf)


* S&P Lowers 6 Ratings from 5 U.S. RMBS Transactions
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from five U.S. residential mortgage-backed securities
(RMBS) transactions and removed five of them from CreditWatch,
where S&P had placed them with negative implications on July 12,
2013.  At the same time, S&P affirmed its ratings on 118 classes
from 14 transactions and removed 49 of them from CreditWatch with
negative implications.  Furthermore, S&P withdrew and removed from
CreditWatch with negative implications its rating on the class A1-
III from Structured Asset Securities Corp.'s series 2003-7H and
the class 3-A1 from Structured Asset Securities Corp. Trust's
series 2005-1 because of our view of the performance volatility
potential associated with collateral groups that contain a small
number of loans.

The rating actions resolve a portion of the transactions S&P had
placed on CreditWatch in July as a result of Nationstar
Mortgage LLC's (Nationstar) announcement that $1 billion of
previously undisclosed losses on certain loans would realized in
the July 2013 remittance period.  The loans involved had received
a forbearance modification from Aurora Loan Services LLC (Aurora)
before having their servicing transferred to Nationstar.  These
modifications were intended to be reported as principal losses to
the loans, which would have then been passed through to the
related RMBS at that time.  All of the transactions in this review
were issued between 2003 and 2008, and are backed by a mix of
adjustable- and fixed-rate prime jumbo, subprime, and Alternative-
A loans, secured primarily by first liens on one- to four-family
residential properties.

The amount of losses tied to forbearance modifications as a
proportion of the original collateral balance varied from deal to
deal.  S&P's lifetime projected losses stayed virtually unchanged
in those cases where the number of loans placed in forbearance was
low, despite loss reclassifications.  In other cases, where the
number of loans placed in forbearance resulted in S&P's increased
projected lifetime losses, the downgrades stemmed primarily from
deteriorating credit support caused by increased delinquencies.
In general, transactions reporting the highest amounts of
forbearance losses already had speculative-grade ratings.

S&P lowered its ratings on six classes from five transactions
(removing five of them from CreditWatch with negative
implications) because of increased losses resulting from a
changing delinquency pipeline.  Out of those, S&P did not lower
any ratings out of the investment-grade range (i.e., 'BBB-' or
higher), as the downgraded classes were already in the
speculative-grade category before the rating actions.

For certain transactions, S&P considered specific performance
characteristics which, in its view, might add a layer of
volatility to its loss assumptions when they are stressed at the
respective rating, as S&P's cash flow models suggested.  In these
circumstances, S&P affirmed its ratings on those classes to
promote ratings stability.  In general, S&P's ratings on the
affected bonds reflect the following:

   -- Historical interest shortfalls;
   -- Low priority in principal payments;
   -- Significant growth in the delinquency pipeline;
   -- A high proportion of reperforming loans in the pool;
   -- Significant growth in observed loss severities; and
   -- Weak hard-dollar credit support.

The 11 affirmed 'AA' and 'A' rating categories from five
transactions affect bonds that have one or both of these
characteristics:

   -- More-than-sufficient credit support to absorb the projected
      remaining losses associated with the rating stress; and

   -- Benefit from permanently failing cumulative loss triggers.

S&P affirmed its ratings on 39 classes from 10 transactions in the
'BBB' through 'B' rating categories.  The projected credit support
on these classes has remained relatively consistent with prior
projections.

S&P affirmed its ratings on 68 additional classes in the 'CCC' or
'CC' rating categories.  S&P believes that the projected credit
support for these classes will remain insufficient to cover the
revised projected losses to these classes.

S&P affirmed its 'BB (sf)' rating on the class 3-A3 from Lehman
Mortgage Trust 2006-1, based on the trustee's confirmation that
all losses due to forbearance modifications have been passed
through to the trust, and because S&P believes the class will be
paid off before the complete erosion of its credit support.

S&P will review all reported forbearance loss amounts associated
with the Aurora serviced loans and, in turn, will resolve each of
the ratings currently on CreditWatch.

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

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for the reviewed
transactions.

                         ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine their
relative credit quality and the potential impact on rated
securities, the degree of remaining losses stems, to a certain
extent, from S&P's outlook regarding the behavior of these loans
in conjunction with expected economic conditions.  Overall,
Standard & Poor's baseline macroeconomic outlook assumptions for
variables that S&P believes could affect residential mortgage
performance are as follows:

   -- S&P's unemployment rate forecast is 7.5% for 2013 and 7.1%
      for 2014 (compared with the actual 8.1% rate in 2012).

   -- S&P expects home prices to increase 11% in 2013, using the
      20-city Standard & Poor's/Case-Shiller Home Price Index.

   -- S&P projects real GDP growth of 1.7% in 2013 and 2.9% in
      2014.

   -- S&P expects the 30-year mortgage rate to average 4.0% for
      2013 and to reach slightly higher levels in 2014.

   -- S&P projects inflation of 1.5% in 2013 and 1.5% in 2014.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


* S&P Lowers 150 Ratings on 110 U.S. RMBS Deals to 'D (sf)'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on 150 classes of mortgage pass-through certificates from 110 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2009.

The complete ratings list is available in "U.S. RMBS Classes
Affected By The Oct. 17, 2013, Rating Actions," published on
RatingsDirect at http://www.globalcreditportal.comand is also
available on the Standard & Poor's Web site.

The downgrades reflect S&P's assessment of the affect that
principal write-downs had on these classes during recent
remittance periods.  Prior to the rating actions, S&P rated all
classes in this review 'CCC (sf)' or 'CC (sf)'.

Approximately 56.00% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral.  The 150 defaulted classes consist of
the following:

   -- 56 classes from prime jumbo transactions (37.33% of all
      defaults);

   -- 50 from subprime transactions (33.33%);

   -- 28 from Alt-A transactions (18.67%);

   -- Nine from RMBS negative amortization transactions (6.00%);

   -- Three from resecuritized real estate mortgage investment
      conduit transactions;

   -- One from an outside-the-guidelines transaction;

   -- One from a document-deficient transaction;

   -- One from Federal Housing Administration/Veterans Affairs;
      and

   -- One from a re-performing transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

S&P will continue to monitor its ratings on securities that
experience principal write-downs, and S&P will adjust its ratings
as it considers appropriate according to its criteria.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


                            *********

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
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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
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