TCR_Public/131027.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 27, 2013, Vol. 17, No. 298


                            Headlines

A10 TERM ASSET: DBRS Assigns 'BB' Rating on Cl. E Certificates
ALESCO PREFERRED VII: Moody's Hikes Cl. B-2 Notes Rating to Caa3
ALESCO PREFERRED XVI: Moody's Hikes Rating on $349MM Notes to Caa2
ALPINE SECURITIZATION: DBRS Confirms BB Rating on $57MM Facility
APIDOS CLO XII: S&P Affirms 'BB' Rating on Class E Notes

ATLAS SENIOR II: S&P Affirms 'BB' Rating to Class E Notes
BANC OF AMERICA 2006-3: Fitch Affirms 'D' Rating on Class G Certs
BENEFIT STREET II: S&P Affirms 'BB' Rating on Class D Notes
C-BASS CBO VI: Fitch Raises Rating on Class E Notes to 'CC'
CARFINANCE CAPITAL 2013-2: Moody's Rates $12.4MM Class E Notes B3

CARFINANCE CAPITAL 2013-2: S&P Assigns 'B' Rating on Class E Notes
CARLYLE ARNAGE: S&P Affirms 'BB+' Rating to Class B-2L Notes
COLUMBUSNOVA CLO: Moody's Affirms 'Ba3' Rating on Class E Notes
COMM 2012-CCRE4: Moody's Affirms 'B2' Rating on Class F Certs
COMM 2012-CCRE5: Moody's Affirms 'Ba2' Rating on Class F Certs

COMM 2013-CCRE12: Fitch Rates $16.45MM Class F Certificates 'B'
DEUTSCHE BANK 2012-CCRE4: Fitch Rates $18.1MM Class F Certs at 'B'
DORAL CLO III: S&P Affirms 'BB' Rating on Class D Notes
E*TRADE RV 2004-1: Moody's Affirms Caa3 Rating on Cl. D Securities
FLAGSHIP CREDIT 2013-2: S&P Assigns 'BB' Rating on Class D Notes

FORD MOTOR: S&P Raises Rating on 7 Repack Transactions From 'BB+'
GALAXY XVI: S&P Assigns Prelim. 'BB' Rating to Class E Notes
GREAT LAKES 2012-1: S&P Affirms 'BB' Rating on Class E Notes
GSMPS MORTGAGE 2002-1: Moody's Cuts Class B2 Loan to 'Caa1(sf)'
HIGHLAND CREDIT: S&P Withdraws 'BB' Rating on Class C Notes

HIGHLAND LOAN: Moody's Cuts Rating on $43MM Senior Notes to 'Ba1'
IVY HILL VII: Moody's Assigns Ba2 Rating on Class E Notes Due 2025
JP MORGAN 2007-FL1: Fitch Affirms 'D' Rating on Cl. K Certificates
JP MORGAN 2013-INN: Fitch Rates Class E Certificates 'BB'
KATONAH IX: Moody's Hikes Rating on $15MM Floating Notes to 'Ba1'

MADISON AVENUE 2013-650M: DBRS Assigns BB Rating on Class E Debt
MANUFACTURED HOUSING: S&P Lowers Rating on Class M-1 Certs to 'D'
MORGAN STANLEY 2005-RR6: S&P Cuts Rating on CL. A-J Notes to CCC-
MORGAN STANLEY 2013-C12: Fitch Rates Class G Certs at 'B-'
MULTISECURITY ASSET 2005-RR4: S&P Cuts Cl. D Notes Rating to 'B-'

OFSI FUND V: S&P Affirms 'BB-' Rating on Class B-2L Notes
OCP CLO 2013-4: S&P Assigns 'BB-' Rating on Class D Notes
SARATOGA INVESTMENT: S&P Assigns 'BB' Rating on Class E Notes
SHELLPOINT ASSET: S&P Withdraws 'BB' Rating on Class B-4 Notes
SYMPHONY CLO XII: Moody's Rates $34MM Notes Due 2025 at 'Ba3(sf)'

TRICADIA CDO: Fitch Hikes Rating on Class A-4L Notes From 'CCC'
TROPIC CDO V: Moody's Hikes Ratings on $476.6MM of CDO Notes
VERICREST FINANCIAL: Moody's Affirms 4 Tranches From 2 Deals
WACHOVIA BANK 2006-C29: Moody's Cuts Rating on Cl. A-J Notes to B3
WHITEHORSE IV: Moody's Affirms Ba3 Rating on $15MM Class D Notes

* Fitch Lowers 95 Distressed U.S. RMBS Bonds to 'Dsf'
* Fitch Lowers 56 Bond Ratings in 31 CMBS Deals to 'D'
* Fitch Says Longer Liquidation Timelines Weigh on U.S. RMBS
* Liquidation Timelines on Distressed RMBS Loans Up in 3rd Quarter
* Moody's Takes Action on $954MM of RMBS Issued 2003-2005

* Moody's Hikes Ratings on $146MM of RMBS Issued 2006-2007
* Moody's Takes Action on $651MM Prime RMBS Issued 2004-2007
* Moody's Takes Action on $570MM of RMBS Issued 2003 to 2007
* Moody's Takes Action on $82MM of Subprime RMBS Issued 2002-2004
* S&P Withdraws Ratings on 36 Classes From 16 CDO Transactions

* S&P Withdraws 6 Ratings from 6 Basket Corporate-Backed Deals


                            *********


A10 TERM ASSET: DBRS Assigns 'BB' Rating on Cl. E Certificates
--------------------------------------------------------------
DBRS Inc. has assigned provisional ratings to the following
Commercial Mortgage Pass-Through Certificates, Series 2013-2 (the
Notes) issued by A10 Term Asset Financing 2013-2, LLC.  The trends
are Stable.

-- Class A at AAA (sf)
-- Class B at A (sf)
-- Class C at BBB (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (sf)

Class E and Class F are non-offered classes.

The collateral consists of 25 loans secured by commercial real
estate, all originated by A10 Capital, LLC (A10 Capital).  A10
Capital specializes in mini-perm loans, which typically have two-
to five-year terms and are used to finance properties until they
are fully stabilized.  The borrowers are often new equity sponsors
of fairly well-positioned assets within their respective markets.
A10 Capital's initial advance is the senior debt component
typically for the purchase of a real estate owned acquisition or
discounted payoff.  Most loans are structured with three-year
terms and include built-in extensions at the lender's sole
discretion.

The pool was analyzed to determine the indicative ratings,
reflecting the probability of loan default within the term,
including the lender extension options, and its liquidity at
maturity.

The ratings assigned by DBRS contemplate timely payments of
distributable interest and, in the case of senior subordinate
notes other than the Class A Notes, ultimate recovery of Deferred
Collateralized Note Interest Amounts (inclusive of interest
payable thereon at the applicable rate, to the extent permitted by
law).  Accordingly, DBRS will assign its Interest in Arrears
designation to any class of Offered Notes (other than the Class A
Notes) during any Interest Accrual Period when such class accrues
Deferred Collateralized Note Interest Amounts.

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


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

U.S. $110,000,000 Class A-1A First Priority Senior Secured
Floating Rate Notes Due 2035 (current balance of $75,487,751),
Upgraded to A2 (sf); previously on August 5, 2013 Baa2 (sf) Placed
Under Review for Possible Upgrade

U.S. $255,000,000 Class A-1B First Priority Delayed Draw Senior
Secured Floating Rate Notes Due 2035 (current balance of
174,994,331), Upgraded to A2 (sf); previously on August 5, 2013
Baa2 (sf) Placed Under Review for Possible Upgrade

U.S. $70,000,000 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. $50,000,000 Class B-1 Deferrable Third Priority Secured
Floating Rate Notes Due 2035 (current balance of $52,434,057),
Upgraded to Caa3 (sf); previously on June 24, 2010 Downgraded to
Ca (sf)

U.S. $5,000,000 Class B-2 Deferrable Third Priority Secured
Fixed/Floating Rate Notes Due 2035 (current balance of
$6,189,707), Upgraded to Caa3 (sf); previously on June 24, 2010
Downgraded to Ca (sf)

Ratings Rationale:

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

Moody's notes that the Class A-1 Notes have been paid down by
approximately 17.6% or $53.6 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
167.3% from 138.6% since October 2012, as calculated by Moody's.
Based on the latest trustee report dated September 16, 2013, the
Class A and Class B/C/D/E overcollateralization ratios are
reported at 128.5% (limit 125.0%) and 79.9% (limit 103.9%),
respectively, versus October 31, 2012 levels of 113.9% and 73.5%,
respectively. Moody's also notes that the Class A
overcollateralization test has been cured since September 2013. As
a result, Class B, Class C, Class D and Class E Notes are
receiving their interest payments. However, the deferred interest
accumulated on Class B, Class C, Class D and Class E Notes are
still outstanding due to the Class B/C/D/E 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.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since October 2012. Based on Moody's calculation, the weighted
average rating factor (WARF) has increased to 1865.

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 and Class A-2 Notes announced on August
05, 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, and increase in the
overcollateralization ratios.

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 $419.0 million, defaulted/deferring par of
$54.2 million, a weighted average default probability of 31.93%
(implying a WARF of 1865), Moody's Asset Correlation of 12.3%, and
a weighted average recovery rate upon default of 7.6%. 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 VIII, Ltd., issued in August 2005, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities.



ALESCO PREFERRED XVI: Moody's Hikes Rating on $349MM Notes to Caa2
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by ALESCO Preferred Funding
XVI, Ltd.:

U.S. $349,000,000 Class A First Priority Senior Secured Floating
Rate Notes Due 2038 (current outstanding balance of
$299,172,581.36), Upgraded to Baa1 (sf); previously on September
28, 2010 Downgraded to Ba3 (sf)

U.S. $20,000,000 Class B Deferrable Second Priority Secured
Fixed/Floating Rate Notes Due 2038 (current outstanding balance of
$24,566,883.54), Upgraded to Caa2 (sf); previously on September
28, 2010 Downgraded to Ca (sf)

Ratings Rationale:

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

Moody's notes that the Class A Notes have been paid down by
approximately 6% or $19 million since October 2012. As a result of
this deleveraging, the Class A, Class B, Class C and Class D
overcollateralization ratios have improved and as per the latest
trustee report dated September 16, 2013 are reported at 116.37%
(limit 115.76%), 107.14% (limit 113.50%), 83.72% (limit 102.07%),
and 77.55% (limit 100.77%), respectively, versus October 2012
levels of 110.77%, 102.83%, 81.43%, and 75.74%, respectively.
Moody's notes that the Class B Notes have begun receiving interest
payments and part of its cumulative deferred interest amount, due
to the Class A overcollateralization test passing in September
2013.

Moody's also notes that the Class A Notes will benefit from excess
interest diversion if the Class B Notes' deferred interest amount
is paid in full and if the Class B overcollateralization test
continues to fail. This failure will divert excess interest
proceeds to pay down the Class A Notes.

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 $342.0 million, defaulted/deferring par of
$62.0 million, a weighted average default probability of 25.17%
(implying a WARF of 1146), Moody's Asset Correlation of 16.69%,
and a weighted average recovery rate upon default of 8.98%. 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 XVI, Ltd., issued in June 2007, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities.


ALPINE SECURITIZATION: DBRS Confirms BB Rating on $57MM Facility
----------------------------------------------------------------
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
January 31, 2013, reported portfolio provided by Credit Suisse,
the administrator of Alpine.

The $9,222,276,548 aggregate liquidity facilities as of Jan. 31
2013, are tranched as follows:

- $8,810,369,169 rated AAA (sf)
- $85,052,046 rated AA (sf)
- $80,442,578 rated A (sf)
- $90,042,504 rated BBB (sf)
- $57,310,263 rated BB (sf)
- $34,522,747 rated B (sf)
- $64,537,241 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.


APIDOS CLO XII: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Apidos
CLO XII/Apidos CLO XII LLC's $476.75 million fixed- and floating-
rate notes following the transaction's effective date as of
July 31, 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

Apidos CLO XII/Apidos CLO XII LLC

Class                      Rating                       Amount
                                                      (mil. $)
X                          AAA (sf)                       3.00
A                          AAA (sf)                     314.00
B-1                        AA (sf)                       55.25
B-2                        AA (sf)                       12.50
C (deferrable)             A (sf)                        33.50
D (deferrable)             BBB (sf)                      25.25
E (deferrable)             BB (sf)                       21.00
F (deferrable)             B (sf)                        12.25


ATLAS SENIOR II: S&P Affirms 'BB' Rating to Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Atlas
Senior Loan Fund II Ltd./Atlas Senior Loan Fund II LLC's
$367 million floating-rate notes following the transaction's
effective date as of Feb. 21, 2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Atlas Senior Loan Fund II Ltd./Atlas Senior Loan Fund II LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     257.00
B                          AA (sf)                       32.00
C (deferrable)             A (sf)                        41.00
D (deferrable)             BBB (sf)                      20.25
E (deferrable)             BB (sf)                       16.75


BANC OF AMERICA 2006-3: Fitch Affirms 'D' Rating on Class G Certs
-----------------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed 15 classes of
Banc of America Commercial Mortgage Inc. (BACM) commercial
mortgage pass-through certificates series 2006-3 due to increased
expected losses on the specially serviced loans.

Key Rating Drivers

Fitch modeled losses of 11.7% of the remaining pool; expected
losses on the original pool balance total 16.1%, including $133.6
million (6.8% of the original pool balance) in realized losses to
date. Fitch has designated 30 loans (37.2%) as Fitch Loans of
Concern, which includes 10 specially serviced assets (15.7%).

As of the September 2013 distribution date, the pool's aggregate
principal balance has been reduced by 20.2% to $1.57 billion from
$1.96 billion at issuance. No loans are defeased. Interest
shortfalls are currently affecting classes A-J through P.

The largest contributor to expected losses is the specially-
serviced One Campus Drive loan (5.1% of the pool), which is
secured by a 377,000 square foot (sf) class A single-tenant office
building located in Parsippany, NJ. The single tenant at the
property vacated the entire building upon its October 2013 lease
expiration date. The trust obtained title to the property via deed
in lieu of foreclosure and the special servicer has the property
listed for sale.

The next largest contributor to expected losses is the specially-
serviced Rushmore Mall loan (6%), which is secured by a 737,725-sf
regional mall located in Rapid City, SD.

The loan transferred to special servicing in July 2011. JC Penney
has indicated it will relocate unless the borrower constructs a
new, 104,000-sf store at the property for them to occupy. The
borrower has indicated it is not willing to invest in the property
to construct the new space without a loan modification. JC Penney
did renew its lease until 2016. Negotiations are ongoing regarding
a modification.

The third largest contributor to expected losses is the Phoenix
Airport Marriott loan (4.1%), which is secured by a 345-room hotel
located in Phoenix, AZ, approximately 1.5 miles from the Phoenix
International Airport. The property faces strong market
competition and has been underperforming. The servicer-reported
trailing 12 months (TTM) June 2013 NCF debt service coverage ratio
(DSCR) was 0.71x, compared with 1.44x at issuance. The property
began to suffer during the economic downturn and has not
recovered.

Rating Sensitivity

Rating Outlooks on classes A-3, A-4 and A-1A remains Stable due to
increasing credit enhancement and continued paydown. Rating
Outlooks on class A-M remains Negative as further collateral
underperformance may lead to a downgrade. Should cash flows
deteriorate further on the performing loans, or if realized losses
exceed current expectations on the specially serviced loans,
downgrades to this class are possible. In addition, interest
shortfalls have increased significantly since Fitch's last rating
action.

Fitch downgrades the following classes as indicated:

-- $196.5 million class A-M to 'BBBsf' from 'Asf', Outlook
   Negative.

Fitch affirms the following classes as indicated:

-- $12.6 million class A-3 at 'AAAsf', Outlook Stable;
-- $1 billion class A-4 at 'AAAsf', Outlook Stable;
-- $95.2 million class A-1A at 'AAAsf', Outlook Stable;
-- $152.3 million class A-J at 'CCsf', RE 50%;
-- $41.8 million class B at 'Csf', RE 0%;
-- $19.6 million class C at 'Csf', RE 0%;
-- $31.9 million class D at 'Csf', RE 0%;
-- $7.9 million class E at 'Dsf', RE 0%;
-- $0 class F at 'Dsf', RE 0%;
-- $0 class G at 'Dsf', RE 0%;
-- $0 class H at 'Dsf', RE 0%;
-- $0 class J at 'Dsf', RE 0%;
-- $0 class K at 'Dsf', RE 0%;
-- $0 class L at 'Dsf', RE 0%;
-- $0 class M at 'Dsf', RE 0%.

The class A-1 and A-2 certificates have paid in full. Fitch does
not rate the class N, O and P certificates. Fitch previously
withdrew the rating on the interest-only class XW certificates.


BENEFIT STREET II: S&P Affirms 'BB' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Benefit
Street Partners CLO II Ltd./Benefit Street Partners CLO II LLC's
$460 million fixed- and floating-rate notes following the
transaction's effective date as of Aug. 30, 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

Benefit Street Partners CLO II Ltd./Benefit Street Partners CLO II
LLC

Class                      Rating                       Amount
                                                       (mil. $)
A-1                        AAA (sf)                     307.50
A-2A                       AA (sf)                       46.90
A-2B                       AA (sf)                       15.00
B (deferrable)             A (sf)                        40.00
C (deferrable)             BBB (sf)                      28.10
D (deferrable)             BB (sf)                       22.50


C-BASS CBO VI: Fitch Raises Rating on Class E Notes to 'CC'
-----------------------------------------------------------
Fitch Ratings has upgraded two classes of notes issued by C-BASS
CBO VI, Ltd. as follows:

-- $15,474,960 class D notes to 'CCCsf' from 'CCsf';
-- $3,653,388 class E notes to 'CCsf' from 'Csf'.

This review was conducted under the framework described in the
report titled 'Global Rating Criteria for Structured Finance CDOs'
using the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future loss levels for the underlying portfolio. A cash
flow model framework was not used to review this transaction, as
the impact of structural features and excess spread available to
amortize the notes were determined to be minimal. Instead, Fitch
compared the credit enhancement (CE) level of each class to the
expected losses from the distressed and defaulted assets in the
portfolio (rated 'CCsf' or lower). Since the CE level of the class
D notes exceeds expected losses, Fitch compared the notes' CE to
SF PCM projected loss levels.

Key Rating Drivers

The upgrades are attributed to the increased credit enhancement
available to all rated notes as a result of significant
deleveraging of the capital structure since Fitch's last rating
action in November 2012. Portfolio concentration and modest
deterioration in the underlying portfolio is effectively offset by
this amortization. Following the full principal repayment of the
class C notes in February 2013, the class D notes became the
senior most class in the capital structure and have since received
approximately $6.7 million, or 30.1% of its previous outstanding
balance. Subsequently, the class's credit enhancement level has
increased and is currently passing at the 'CCC' RLR SF PCM
projected loss level. Credit enhancement available to the class E
notes has also increased and is now higher than expected losses
from distressed and defaulted collateral.

Rating Sensitivities

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

C-BASS VI is a structured finance collateralized debt obligation
(SF CDO) that closed on April 15, 2003 and is monitored by NIC
Management LLC. As of the Sept. 30, 2013 trustee report, the
portfolio comprises 95.2% residential mortgage backed securities
(RMBS), 2.7% commercial asset backed securities (ABS), and 2.1% SF
CDOs from the 2003 and earlier vintage transactions.


CARFINANCE CAPITAL 2013-2: Moody's Rates $12.4MM Class E Notes B3
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to notes
issued by CarFinance Capital Auto Trust 2013-2 (CFCAT 2013-2).
This transaction is a securitization of subprime auto loans
originated and serviced by CarFinance Capital LLC (NR). The
complete rating actions are as follows:

Issuer: CarFinance Capital Auto Trust 2013-2

$201,500,000, 1.75%, Class A Notes, Definitive Rating Assigned A3
(sf)

$60,450,000, 3.15%, Class B Notes, Definitive Rating Assigned Baa1
(sf)

$18,600,000, 4.04%, Class C Notes, Definitive Rating Assigned Baa3
(sf)

$10,850,000, 5.93%, Class D Notes, Definitive Rating Assigned Ba3
(sf)

$12,400,000, 7.86%, Class E Notes, Definitive Rating Assigned B3
(sf)

Ratings Rationale:

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience and expertise of CarFinance
Capital LLC as the servicer.

Moody's median cumulative net loss expectation is 11.00% for the
CFCAT 2013-2 pool. Moody's net loss expectation for the CFCAT
2013-2 transaction is based on an analysis of the credit quality
of the underlying collateral, comparable issuer historical
performance trends, the ability of CarFinance Capital LLC to
perform the servicing functions, the backup servicing arrangement
with Wells Fargo Bank, National Association (Aa3), and current
expectations for future economic conditions.

The V Score for this transaction is Medium/High, which is weaker
than the Medium V score assigned for the U.S. Prime Retail Auto
Loan ABS sector. The V Score indicates "Medium/High" uncertainty
about critical assumptions.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed from 11.00% to 27.00%,
29.00% and 37.00%, the initial model-indicated output might change
from A3 to Baa1, Baa3, and B1, respectively. If the net loss used
in determining the Class B initial rating were changed to 15.00%,
20.00%, or 22.50%, the initial model-indicated output for the
Class B notes might change from Baa1 to Baa2, Ba3, and B3,
respectively. If the net loss used in determining the Class C
initial rating were changed to 12.00%, 15.00%, or 18.00%, the
initial model-indicated output for the Class C notes might change
from Baa3 to Ba1, B1, and in determining the Class D initial rating were changed to 12.00%,
15.00%, or 18.00%, the initial model-indicated output for the
Class D notes might change from Ba3 to B1, respectively. If the net loss used in determining the Class E
initial rating were changed to 12.00%, 15.00%, or 18.00%, the
initial model-indicated output for the Class E notes might change
from B3 to
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


CARFINANCE CAPITAL 2013-2: S&P Assigns 'B' Rating on Class E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

   -- The availability of approximately 42.9%, 28.9%, 24.3%,
      21.2%, and 16.9% 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 its
      12.0%-12.5% expected cumulative net loss.

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

RATINGS ASSIGNED

CarFinance Capital Auto Trust 2013-2

Class       Rating       Type           Interest        Amount
                                         rate          (mil. $)
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           B (sf)       Subordinate    Fixed            12.40


CARLYLE ARNAGE: S&P Affirms 'BB+' Rating to Class B-2L Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1L and B-2L notes from Carlyle Arnage CLO Ltd., a cash flow
collateralized loan obligation (CLO) transaction managed by
Carlyle Investment Management LLC.  At the same time, S&P affirmed
its rating on the class A-1L and class B notes.  S&P also removed
the class A-2L, A-3L, and B notes from CreditWatch, where it had
placed them with positive implications Sept. 5, 2013.

The upgrades to the class A-2L and A-3L notes reflect an increase
in available credit support to the transaction.  Since S&P's
January 2013 upgrade rating actions, the transaction has paid down
the class A noteholders by $173 million to 33% of their initial
issuance amounts.  As a result, the class A overcollateralization
(O/C) ratio has increased to 130% as of the September 2013 trustee
report from 117% in December 2012.

However, while the transaction's O/C ratios have improved, S&P
notes that the weighted average spread and the weighted average
LIBOR floor rate of the assets have decreased; this will limit the
benefit of excess spread to the junior notes.

The affirmations of the class A-1 and class B note ratings reflect
the availability of adequate credit support at their current
rating levels.

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 Arnage CLO Ltd.

              Rating
Class     To          From

A-1LA     AAA (sf)    AAA (sf)
A-1LB     AAA (sf)    AAA (sf)
A-1L      AAA (sf)    AAA (sf)
A-2L      AAA (sf)    AA+ (sf)/Watch Pos
A-3L      AA+ (sf)    AA- (sf)/Watch Pos
B-1L      BBB+ (sf)   BBB+ (sf)/Watch Pos
B-2L      BB+ (sf)    BB+ (sf)/Watch Pos


COLUMBUSNOVA CLO: Moody's Affirms 'Ba3' Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by ColumbusNova CLO Ltd.
2007-1:

U.S. $30,000,000 Class B Senior Notes Due 2019, Upgraded to Aaa
(sf); previously on March 14, 2013 Upgraded to Aa1 (sf);

U.S. $22,000,000 Class C Deferrable Mezzanine Notes Due 2019,
Upgraded to A2 (sf); previously on March 14, 2013 Upgraded to A3
(sf).

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

Class A-1 Senior Notes Due 2019 (current outstanding balance of $
293,763,584), Affirmed Aaa (sf); previously on March 14, 2013
Affirmed Aaa (sf).;

U.S. $20,000,000 Class D Deferrable Mezzanine Notes Due 2019,
Affirmed Ba1 (sf); previously on March 14, 2013 Upgraded to Ba1
(sf);

U.S. $15,000,000 Class E Deferrable Junior Notes Due 2019,
Affirmed Ba3 (sf); previously on March 14, 2013 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
February 2013. Moody's notes that the Class A-1 Notes have been
paid down by approximately 19.6% or $71.5 million since February
2013. Based on the latest trustee report dated September 9, 2013,
the Class A/B, Class C and Class D overcollateralization ratios
are reported at 125.1%, 117.1%, 110.7% and 106.4%, respectively,
February 2013 levels of 121.0%, 114.6%, 109.4%, and 105.7%
respectively. Moody's notes that the other metrics are generally
stable since the last action.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since February 2013. Based on the September 2013 trustee report,
the weighted average rating factor is currently 2431 compared to
2315 in February 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $403.6 million, defaulted par of $3.5 million,
a weighted average default probability of 17.92% (implying a WARF
of 2664), a weighted average recovery rate upon default of 50.68%,
a weighted average spread of 3.34%, and a diversity score of 69.
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.

ColumbusNova CLO Ltd. 2007-1, issued in March 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans, with some exposure to CLO securities.


COMM 2012-CCRE4: Moody's Affirms 'B2' Rating on Class F Certs
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of twelve classes
of COMM 2012-CCRE4, Commercial Mortgage Pass-Through Certificates,
Series 2012-CCRE4 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa3 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aa3 (sf)

Cl. C, Affirmed A3 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Nov 13, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed A2 (sf); previously on Nov 13, 2012 Definitive
Rating Assigned A2 (sf)

Ratings Rationale:

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

Moody's rating action reflects a cumulative base expected loss of
2.4% of the current balance. This is the first full review since
securitization. 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 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 21, the same as at securitization.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(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 initial ratings
review is summarized in a press release dated November 13, 2012.

Deal Performance:

As of the October 18, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 0.8% to $1.10
billion from $1.11 billion at securitization. The Certificates are
collateralized by 48 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans representing 57% of
the pool.

Currently, there are no loans are the master servicer's watchlist
or in special servicing.

Moody's weighted average LTV is 93% compared to 94% at
securitization. Moody's net cash flow reflects a weighted average
haircut of 9% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Moody's actual and stressed DSCRs are 1.86X and 1.16X,
respectively, compared to 1.85X and 1.13X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three loans represent 29% of the pool. The largest loan is
the Prince Building Loan ($125.0 million -- 11.3% of the pool),
which is secured by a mixed use (retail / office) building located
in Manhattan's SoHo District. The property's leasable area
includes 276,400 square feet (SF) of office space, 69,300 SF of
retail and 8,800 SF of storage space. The loan represents a pari-
passu interest in a $200.0 million loan and is interest only
throughout the entire term. As of June 2013, the retail component
was 100% leased to three tenants with Equinox (11% of the total
NRA, lease expiration November 2020) as the largest retail tenant.
The total property was 99% leased compared to 98% leased at
securitization. Moody's LTV and stressed DSCR are 91% and 1.03X,
respectively, the same as at securitization.

The second largest conduit loan is the Eastview Mall and Commons
Loan ($120.0 million -- 10.9% of the pool), which is secured by
the borrower's interest in a 725,300 SF portion of a 1.4 million
SF super regional mall and a 86,400 SF portion of a 341,900 SF
adjacent power center, both located in Victor, New York. The loan
represents a pari-passu interest in a $210.0 million loan and is
interest only throughout the entire term. Performance has been
stable. Moody's LTV and stressed DSCR are 85% and 1.05X,
respectively, the same as at securitization.

The third largest conduit loan is Fashion Outlets of Las Vegas
Loan ($72.0 million -- 6.5% of the pool), which is secured by a
375,700 square foot outlet center located along Interstate 15 in
Primm, Nevada. The property is also encumbered with $32.0 million
of mezzanine financing. The property was built in 1998 and
subsequently renovated in 2004. Major tenants include Neiman
Marcus Last Call, Vanity Fair, Old Navy and William Sonoma. As of
June 2013 the collateral was 97% leased compared to 96% at
securitization. Moody's LTV and stressed DSCR are 89% and 1.15X,
respectively, compared to 90% and 1.14X at securitization.


COMM 2012-CCRE5: Moody's Affirms 'Ba2' Rating on Class F Certs
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
COMM Mortgage Trust 2012-CCRE5, Commercial Mortgage Pass-Through
Certificates, Series 2012-CCRE5 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aa2 (sf)

Cl. PEZ, Affirmed Aa3 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aa3 (sf)

Cl. C, Affirmed A2 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa1 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed B2 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed Aa2 (sf); previously on Dec 14, 2012 Definitive
Rating Assigned Aa2 (sf)

Ratings Rationale:

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings. The rating of the IO
Classes, Class X-A and X-B, 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 2.3% of the
current balance. 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.

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 29, the same at securitization.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(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 review at
securitization can be found in the Pre-Sale Report dated December
5, 2012.

Deal Performance:

As of the October 11, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.12 billion
from $1.13 billion at securitization. The Certificates are
collateralized by 63 mortgage loans ranging in size from less than
1% to 8% of the pool, with the top ten loans representing 50% of
the pool. The pool contains two loans with investment grade credit
assessments, representing 9.2% of the pool.

One loan representing 1.6% 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.

No loans have been liquidated and there are no loans in special
servicing at this time.

Moody's weighted average LTV is 97%, the same as at
securitization. Moody's net cash flow reflects a weighted average
haircut of 7% 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 DSCRs are 1.64X and 1.07X,
respectively, compared to 1.63X and 1.06X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the 200 Varick Street
Loan ($68.9 million -- 6.1% of the pool), which is secured by a
12-story, Class B office building located in New York; Hudson
Square submarket in Manhattan. The property was 100% leased as of
May 2013 compared to 99% at securitization. Moody's credit
assessment and stressed DSCR are Baa1 and 1.53X, respectively,
compared to Baa1 and 1.51X at securitization.

The second-largest loan with a credit assessment is the Ritz
Carlton Miami Beach Loan ($34.4 million -- 3.1% of the pool),
which is secured by a long-term ground lease that commenced in
1999 and is scheduled to expire on September 9, 2128. The
collateral land underlies a 375-room luxury hotel know as the
Ritz-Carlton South Beach, Miami, Florida. Moody's current credit
assessment is Aaa, the same as at securitization.

The top three conduit loans represent 20% of the pool. The largest
conduit loan is the Eastview Mall and Commons Loan ($90.0 million
-- 8.0% of the pool), which is secured by a 725,303 SF portion
within a 1.4 million SF super-regional mall and a 86,368 SF
portion of a 341,871 SF adjacent power center, both located in
Victor, New York. This loan represents a pari passu interest in a
$210.0 million loan. Performance has been stable. Moody's LTV and
stressed DSCR are 85% and 1.05X, the same as at securitization.

The second largest conduit loan is the Harmon Corner Loan ($73.9
million -- 6.6% of the pool), which is secured by a 66,833 SF
portion of a 110,000 SF anchored retail center located in Las
Vegas, Nevada. The property was constructed between 2010 and 2012
as a part of the larger Harmon Center retail development. As of
June 2013 , the property was 99.9% leased, the same as at
securitization. This loan represents a pari passu interest in a
$108.3 million loan. Moody's LTV and stressed DSCR are 84% and
1.03X, respectively, compared to 85% and 1.02X at securitization.

The third largest conduit loan is the Metroplex Loan ($63.6
million -- 5.7% of the pool), which is secured by a 404,656 SF
Class A office building located in Los Angeles, California. As of
February 2013 , the property was 86% leased, essentially the same
as at securitization. Performance is line with the expectations.
The largest tenant is County of Los Angeles (27.9% of NRA, lease
expiration May 2019). Moody's LTV and stressed DSCR are 105% and
0.96X, respectively, compared to 106% and 0.94X at securitization.


COMM 2013-CCRE12: Fitch Rates $16.45MM Class F Certificates 'B'
---------------------------------------------------------------
Fitch Ratings has issued a presale report on Deutsche Bank
Securities, Inc.'s COMM 2013-CCRE12 Commercial Mortgage Trust
Pass-Through Certificates.

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

-- $61,738,000 class A-1 'AAAsf'; Outlook Stable;
-- $98,472,000 class A-2 'AAAsf'; Outlook Stable;
-- $96,466,000 class A-SB 'AAAsf'; Outlook Stable;
-- $225,000,000 class A-3 'AAAsf'; Outlook Stable;
-- $355,963,000 class A-4 'AAAsf'; Outlook Stable;
-- (a)$913,924,000 class X-A 'AAAsf'; Outlook Stable;
-- (c)$76,285,000 class A-M 'AAAsf'; Outlook Stable;
-- (c)$79,277,000 class B 'AA-sf'; Outlook Stable;
-- (c)$204,923,000 class PEZ 'A-sf'; Outlook Stable;
-- (c)$49,361,000 class C 'A-sf'; Outlook Stable;
-- (a)(b)$192,957,000 class X-B 'BBB-sf'; Outlook Stable;
-- (b)$64,319,000 class D 'BBB-sf'; Outlook Stable;
-- (b)$23,932,000 class E 'BBsf'; Outlook Stable;
-- (b)$16,454,000 class F 'Bsf'; Outlook Stable.

(a) Notional amount and interest only.
(b) Privately placed pursuant to rule 144A.
(c) Class A-M, class B, and class C certificates may be exchanged
     for class PEZ certificates, and class PEZ certificates may be
     exchanged for class A-M, class B, and class C certificates.

The expected ratings are based on information provided by the
issuer as of Oct. 21, 2013. Fitch does not expect to rate the
$89,747,377 interest-only class X-C or the 49,361,377 class G.

The certificates represent the beneficial ownership interest in
the trust, primary assets of which are 63 loans secured by 124
commercial properties having an aggregate principal balance of
approximately $1.197 billion, as of the cutoff date. The loans
were contributed to the trust by German American Capital
Corporation, Cantor Commercial Real Estate Lending, L.P., and UBS
Real Estate Securities Inc.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 76.9% of the properties
by balance, cash flow analysis of 88.1%, and asset summary reviews
on 81.1% of the pool.

Key Rating Drivers

High Fitch Leverage: The Fitch DSCR of 1.11x is below the average
2012 and first half 2013 of 1.24x and 1.36x, respectively. The
Fitch LTV of 103.6% is higher than the 2012 and first half 2013
averages of 97.2% and 99.8%, respectively.

Property Type Diversity: The largest property type concentrations
are retail (31.3%), office (27.0%), which are in-line with the
first-half 2013 averages of 31.6% and 22.3%, respectively.
Multifamily properties comprise 18.7% of the pool which is greater
than the first-half 2013 average of 8.9%. Additionally, hotels
comprise only 8.7% of the pool, compared to the first-half 2013
average of 13.8% for Fitch-rated multi-borrower transactions.

Pool Concentration: The top 10 loans in represent 56.5% of the
total pool balance, which is slightly higher than the first half
2013 top-10 loan average concentration of 54.3%.

Amortization and No Full-Term Interest Only Loans: The pool is
scheduled to amortize 14.0% prior to maturity. There are no full
interest-only loans and 17 loans (58.4%) are partial interest
only. The remaining 46 loans (41.6%) are amortizing balloon loans.
There is one anticipated repayment date (ARD) loan (4.2%) in the
pool. Approximately 91.1% of the pool consists of 10-year loans
and 8.9% consists of five-year loans.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 6.1% below
the full-year 2012 net operating income (NOI) (for properties that
2012 NOI was provided, excluding properties that were stabilizing
during this period). Unanticipated further declines in property-
level NCF could result in higher defaults and loss severities on
defaulted loans, and could result in potential rating actions on
the certificates. Fitch evaluated the sensitivity of the ratings
assigned to COMM 2013-CCRE12 certificates and found that the
transaction displays average sensitivity to further declines in
NCF. In a scenario in which NCF declined a further 20% from
Fitch's NCF, a downgrade of the junior 'AAAsf' certificates to
'AAsf' could result. In a more severe scenario, in which NCF
declined a further 30% from Fitch's NCF, a downgrade of the junior
'AAAsf' certificates to 'A+sf' could result. The presale report
includes a detailed explanation of additional stresses and
sensitivities on pages 72 - 73.

The master servicer will be Wells Fargo Bank, National
Association, rated 'CMS2' by Fitch. The special servicer will be
LNR Partners, LLC, rated 'CSS1-' by Fitch.


DEUTSCHE BANK 2012-CCRE4: Fitch Rates $18.1MM Class F Certs at 'B'
------------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Deutsche Bank Securities,
Inc.'s COMM 2012-CCRE4 commercial mortgage pass-through
certificates.

Key Rating Drivers

The affirmations are due to stable pool performance since
issuance. There have been no delinquent or specially serviced
loans since issuance. As of the October 2013 distribution date,
the pool's aggregate principal balance has been reduced by 0.8% to
$1.1 billion from $1.11 billion at issuance. No loans are
currently in special servicing. Full year 2012 financials were
available for 28 (68.9%) of the 48 loans in the pool.

Two loans in the top 15 have performance metrics reporting below
issuance. The Dadeland Office Park loan (3.6%), secured by a
248,229-square feet (sf) class B office park located approximately
10 miles southwest of downtown Miami, FL, has reported year-end
2012 net operating income (NOI) that is 33.9% below banker
underwritten NOI. The NOI is expected to increase in YE 2013, as
tenants who signed leases toward the end of 2012 have started to
pay rent. This trend in NOI was anticipated by Fitch at issuance.
In addition, several new leases were signed during first quarter
of 2013.

The Emerald Square Mall loan (3.6%) is secured by an indoor
regional mall located in North Attleboro, MA anchored by JCPenney,
Macy's, Macy's Men's and Home Store, and Sears. The collateral for
this loan consists of the JCPenney anchor (188,950 sf) and the in-
line retail space (375,651 sf). The other anchors are not part of
the collateral. While collateral occupancy is 83% as of March
2013, a decline from 90.5% at issuance, Fitch anticipated this
decline. At issuance two tenants were expected to vacate and an
additional occupancy cost adjustment was factored into the cash
flow analysis. Reported DSCR remains stable at 2.98x as of YE2012,
up from 2.76x at issuance.

Rating Sensitivity

The Rating Outlook remains Stable for all classes. Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee ratings migration until a material economic or
asset level event changes the transaction's overall portfolio-
level metrics. Additional information on rating sensitivity is
available in the New Issue report 'COMM 2012-CCRE4' published Dec.
21, 2012, available at www.fitchratings.com

Fitch affirms the following classes:

-- $50.1 million class A-1 at 'AAAsf'; Outlook Stable;
-- $148.7 million class A-2 at 'AAAsf'; Outlook Stable;
-- $70.6 million class A-SB at 'AAAsf'; Outlook Stable;
-- $499.4 million class A-3 at 'AAAsf'; Outlook Stable;
-- $879.8 million* class X-A 'AAAsf'; Outlook Stable;
-- $104.2 million* class X-B 'A-sf'; Outlook Stable
-- $111.1 million class A-M at 'AAAsf'; Outlook Stable;
-- $65.3 million class B at 'AA-sf'; Outlook Stable;
-- $38.9 million class C at 'A-sf'; Outlook Stable;
-- $45.8 million class D at 'BBB-sf'; Outlook Stable;
-- $19.4 million class E at 'BBsf'; Outlook Stable;
-- $18.1 million class F at 'Bsf'; Outlook Stable.

* Notional amount and interest-only.

Fitch does not rate the class G certificates.


DORAL CLO III: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on DORAL
CLO III Ltd./DORAL CLO III Inc.'s $278.5 million floating-rate
notes following the transaction's effective date as of March 7,
2013.

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

DORAL CLO III Ltd./DORAL CLO III Inc.

Class                      Rating                       Amount
                                                       (mil. $)
A-1                        AAA (sf)                     198.00
A-2                        AA (sf)                       31.50
B (deferrable)             A (sf)                        21.50
C (deferrable)             BBB (sf)                      13.00
D (deferrable)             BB (sf)                       14.50


E*TRADE RV 2004-1: Moody's Affirms Caa3 Rating on Cl. D Securities
------------------------------------------------------------------
Moody's Investors Service has affirmed 4 tranches from E*Trade RV
and Marine Trust 2004-1. The transaction is serviced by GEMB
Lending, Inc. GEMB Lending, Inc. is part of the GE Capital
operating division of General Electric.


Issuer: E*Trade RV and Marine Trust 2004-1

Cl. A-5, Affirmed Baa1 (sf); previously on Jan 30, 2013 Downgraded
to Baa1 (sf)

Cl. B, Affirmed Ba2 (sf); previously on Jan 30, 2013 Downgraded to
Ba2 (sf)

Cl. C, Affirmed B2 (sf); previously on Jan 30, 2013 Downgraded to
B2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Jan 30, 2013 Downgraded
to Caa3 (sf)

Ratings Rationale:

The pool is performing consistent with Moody's prior expectation
of 11.50% from January 2013, when Moody's downgraded securities
from the transaction. The original lifetime loss expectation was
2.25% at closing.

Losses, as expected, have continued to modestly erode the credit
enhancement available to the securities. The reserve account is
depleted and the transaction is currently under-collateralized by
approximately $2.6 million, which is equal to approximately 57% of
the unrated most subordinate Class E, which provides protection to
the senior and mezzanine securities.

Unlike other vehicle-backed ABS, the impact of the weakened
economy on a RV and marine transaction has been more severe and
long lasting due to the non-essential nature of the underlying
collateral, and the longer financing terms, which on average range
between 170 and 185 months at closing. As a result, the
transaction has experienced more than one economic downturn during
its life. The ABS ratings associated with this transaction are
volatile. They are sharply influenced by relatively small changes
in pool expected loss or credit protection levels due to the low
pool and tranche balances.

Below are key performance metrics and credit assumptions for the
affected transaction. Credit assumptions include Moody's expected
lifetime CNL expectation which is expressed as a percentage of the
original pool balance; Performance metrics include pool factor;
total credit enhancement (expressed as a percentage of the
outstanding collateral pool balance) which typically consists of
subordination, overcollateralization, and a reserve fund; and per
annum excess spread.

Issuer: E*Trade RV and Marine Trust 2004-1

  Lifetime CNL expectation -- 11.50%; prior expectation (January
  2013) -- 11.50%

  Lifetime Remaining CNL expectation -- 18.31%

  Pool Factor -- 16.06%

  Total credit enhancement (excluding excess spread) - Cl. A-5
  43.57%, Cl. B 30.36%, Cl. C 18.16%, Cl. D 3.92%

  Excess Spread per annum -- Approximately 0.6%

Ratings on the affected securities may be downgraded if the
lifetime CNLs are higher by 2%.

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

Primary sources of assumption uncertainty are the current
macroeconomic environment, in which unemployment continues to
remain at elevated levels, and weakness in the RV and marine
market. Overall, Moody's expects overall a sluggish recovery in
most of the world's largest economies, returning to trend growth
rate with elevated fiscal deficits and persistent unemployment
levels.


FLAGSHIP CREDIT 2013-2: S&P Assigns 'BB' Rating on Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

   -- The availability of approximately 36.8%, 31.5%, 24.9%, and
      21.3% 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 its
      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 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 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 S&P's 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

RATINGS ASSIGNED

Flagship Credit Auto Trust 2013-2

Class       Rating       Type          Interest        Amount
                                       rate          (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


FORD MOTOR: S&P Raises Rating on 7 Repack Transactions From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
Ford Motor Co.-related repack transactions to 'BBB-' from 'BB+'.

All of the transactions are pass-through structures.  The ratings
on each deal are dependent on the ratings on one of the following
underlying securities (see the ratings list for more detailed
information):

   -- Ford Motor Co.'s 7.7% debentures due May 15, 2097 (BBB-).

   -- Ford Motor Co.'s 7.45% Global Landmark Secs (GlobLS) notes
      due July 16, 2031 (BBB-).

   -- Ford Motor Co.'s 7.4% debentures due Nov. 1, 2046 (BBB-).

The upgrades follow S&P's Sept. 6, 2013, upgrades of the three
underlying securities to 'BBB-' from 'BB+'.  S&P may take further
rating actions on these transactions due to changes in its ratings
on the underlying securities.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

CorTS Trust For Ford Debentures
US$300 million 7.4% pass-thru due 11/01/2046
(underlying security: Ford Motor Co.'s 7.40% debentures
due 11/01/2046)

                           Rating        Rating
Class                      To            From
Certs                      BBB-          BB+

PreferredPlus Trust Series FRD-1
US$50 million trust certificates series FRD-1
(underlying security: Ford Motor Co.' 7.40% debentures
due 11/01/2046)

                           Rating        Rating
Class                      To            From
Certs                      BBB-          BB+

Corporate Backed Trust Certificates Ford Motor Co Debenture-Backed
Series 2001-36 Trust
US$58.501 million pass-thru series 2001-36 due 05/15/2097
(underlying security: Ford Motor Co.'s 7.70% debentures due
05/15/2097)

                           Rating        Rating
Class                      To            From
A1                         BBB-          BB+

Trust Certificates (TRUCs) Series 2002-1 Trust
US$32 million 7.7% pass-thru series 2002-1 due 05/15/2097
(underlying security: Ford Motor Co.'s 7.70% debentures due
05/15/2097)

                           Rating        Rating
Class                      To            From
A-1                        BBB-          BB+

CorTS Trust II for Ford Notes
US$219.584 million 8% pass-thru series 2003-3 due 07/16/2031
(underlying security: Ford Motor Co.'s 7.45% Global Landmark
Securities(GlobLS) notes due 07/16/2031)

                           Rating        Rating
Class                      To            From
Certs                      BBB-          BB+

PPLUS Trust Series FMC-1
US$40 million 8.25% pass-thru series FMC-1 due 07/16/2031
(underlying security: Ford Motor Co.'s 7.45% Global Landmark
Securities(GlobLS) notes due 07/16/2031)

                           Rating        Rating
Class                      To            From
Certs                      BBB-          BB+

Structured Asset Trust Unit Repackagings (SATURNS) Ford Motor
Company Debenture Backed Series 2003-5
US$75.027 million 8.125% pass-thru series 2003-5 due 07/16/2031
(underlying security: Ford Motor Co.'s 7.45% Global Landmark
Securities(GlobLS) notes due 07/16/2031)

                           Rating        Rating
Class                      To            From
Units                      BBB-          BB+


GALAXY XVI: S&P Assigns Prelim. 'BB' Rating to Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Galaxy XVI CLO Ltd./Galaxy XVI CLO LLC's $370.0 million
floating- and fixed-rate notes.

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

The preliminary ratings are based on information as of Oct. 18,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (excluding excess spread), and cash flow structure, which
      can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which it
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.26%-12.07%.

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1895.pdf

PRELIMINARY RATINGS ASSIGNED

Galaxy XVI CLO Ltd./Galaxy XVI CLO LLC

Class                   Rating                 Amount
                                             (mil. $)
A-1                     AAA (sf)               113.00
A-2                     AAA (sf)               139.00
B-1                     AA (sf)                 30.00
B-2                     AA (sf)                 15.00
C (deferrable)          A (sf)                  35.00
D (deferrable)          BBB (sf)                20.40
E (deferrable)          BB (sf)                 17.60
Subordinated notes      NR                      44.25

NR-Not rated.


GREAT LAKES 2012-1: S&P Affirms 'BB' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Great
Lakes CLO 2012-1 Ltd./Great Lakes CLO 2012-1 LLC's $308.5 million
floating-rate notes following the transaction's effective date as
of May 28, 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.

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Great Lakes CLO 2012-1 Ltd./Great Lakes CLO 2012-1 LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     202.50
B                          AA (sf)                       31.25
C (deferrable)             A (sf)                        26.00
D (deferrable)             BBB (sf)                      19.75
E (deferrable)             BB (sf)                       29.00


GSMPS MORTGAGE 2002-1: Moody's Cuts Class B2 Loan to 'Caa1(sf)'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from GSMPS Mortgage Loan Trust 2002-1. The collateral
backing this deal consists of first-lien fixed and adjustable rate
mortgage loans insured by the Federal Housing Administration (FHA)
an agency of the U.S. Department of Urban Development (HUD) or
guaranteed by the Veterans Administration (VA).

Complete rating actions are as follows:

Issuer: GSMPS Mortgage Loan Trust 2002-1

Cl. A-1, Downgraded to Ba1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. B1, Downgraded to Ba3 (sf); previously on Jun 19, 2013 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B2, Downgraded to Caa1 (sf); previously on Jun 19, 2013 Ba3
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The tranches downgraded are a result of higher than expected
losses, and erosion of credit enhancement supporting these bonds
due to collateral realized losses and a weak waterfall structure.
The current delinquent pipeline includes loans that have been in
foreclosure for over four years. Moody's believes the severity on
some of these loans could be much higher than the FHA-VA expected
severity.

The bonds are paying interest at a rate higher than generated by
the collateral and since this transaction has an available fund
waterfall structure all collected principal and interest is
commingled into one payment waterfall to pay all promised interest
due on bonds first, then to pay scheduled principal. With
commingling of funds, principal proceeds are used to pay accrued
interest, which result in reduced principal recovery for bonds
outstanding.

A FHA guarantee covers 100% of a loan's outstanding principal and
a large portion of its outstanding interest and foreclosure-
related expenses in the event that the loan defaults. A VA
guarantee covers only a portion of the principal based on the
lesser of either the sum of the current loan amount, accrued and
unpaid interest, and foreclosure expenses, or the original loan
amount. HUD usually pays claims on defaulted FHA loans when
servicers submit the claims, but can impose significant penalties
on servicers if it finds irregularities in the claim process later
during the servicer audits. This can prompt servicers to push more
expenses to the trust that they deem reasonably incurred than
submit them to HUD and face significant penalty. The rating
actions consider the portion of a defaulted loan normally not
covered by the FHA or VA guarantee and other servicer expenses
they deemed reasonably incurred and passed on to the trust.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
7.8% in September 2012 to 7.2% in September 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.


HIGHLAND CREDIT: S&P Withdraws 'BB' Rating on Class C Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on four
classes from Highland Credit Opportunities CDO Ltd., a U.S. market
value collateralized debt obligation transaction.

S&P withdrew its ratings following the complete paydowns of the
classes.

          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 WITHDRAWN

Highland Credit Opportunities CDO Ltd.
                 Rating
Class          To     From
A-1 2006       NR     A (sf)
A-2 2006       NR     A (sf)
B 2006         NR     BBB (sf)
C 2006         NR     BB (sf)

NR-Not rated.


HIGHLAND LOAN: Moody's Cuts Rating on $43MM Senior Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of the following notes issued by Highland Loan Funding V,
Ltd.:

U.S.$33,000,000 Class A-II-A Floating Rate Senior Notes due 2014
(current outstanding balance of $13,176,497), Downgraded to Ba1
(sf); previously on May 3, 2012 Upgraded to Baa1 (sf);

U.S.$10,000,000 Class A-II-B Fixed Rate Senior Notes due 2014
(current outstanding balance of $3,992,878), Downgraded to Ba1
(sf); previously on May 3, 2012 Upgraded to Baa1 (sf).

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

U.S.$24,500,000 Class B Floating Rate Senior Subordinate Notes due
2014 (current balance of $24,918,918), Affirmed Caa3 (sf);
previously on August 1, 2011 Upgraded to Caa3 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the deal's increased exposure (as a
proportion of the performing collateral pool's outstanding par
amount) to securities that mature after the CLO's legal maturity
date on August 1, 2014 ("long-dated assets"), in conjunction with
the relatively short remaining time to maturity of the
transaction. Notwithstanding the reported availability of par
overcollateralization for the Class A--II-A Notes, Class A-II-B
Notes, and Class B Notes, Moody's believes that the increased
exposure to long-dated assets, and the approaching maturity of the
CLO, makes it likely that repayment of the Class A--II-A Notes,
Class A-II-B Notes, and Class B Notes at their maturity will be
highly dependent on the issuer's successful monetization of the
long-dated assets at close to their par amounts. Moody's notes
that the issuer will likely take on price risk in relation to any
such sales of collateral. Moody's additionally notes that the
deal's exposure to long-dated assets includes investments in a
material amount of thinly- or untraded loans whose lack of
liquidity may pose additional risks relating to the issuer's
ultimate ability or inclination to pursue a liquidation of such
assets, especially if the sales can be transacted only at heavily
discounted price levels.

Based on Moody's calculations, long-dated assets currently make up
approximately 82.8% of the underlying portfolio par, compared to
62.3% in February 2013. In addition, Moody's notes that the deal's
increased exposure to long-dated assets relates in part to Amend
and Extend activities that result in loan maturity extensions.
Based on the latest trustee report dated August 30, 2013, the
Class A and Class B overcollateralization ratios are currently
311.2% and 127.0%, respectively. Excluding the long-dated assets,
Moody's calculates that the pro-forma Class A and Class B
overcollateralization ratios are currently 92.4% and 37.7%,
respectively, including $8.0 million of assumed recoveries on
$41.3 million of currently defaulted securities.

Moody's also notes that the credit quality of the underlying
portfolio has deteriorated since February 2013. Based on Moody's
calculations, the weighted average rating factor is currently 4179
compared to 3307 in February 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $45.6 million, defaulted par of $41.3 million,
a weighted average default probability of 12.88% (implying a WARF
of 4179), a weighted average recovery rate upon default of 46.14%,
and a diversity score of 7. 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.

Highland Loan Funding V Ltd. issued in August 2001, is a
collateralized loan obligation backed primarily by a portfolio of
broadly syndicated and middle market loans.


IVY HILL VII: Moody's Assigns Ba2 Rating on Class E Notes Due 2025
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following ratings to notes issued by Ivy Hill Middle Market Credit
Fund VII, Ltd.:

U.S. $185,250,000 Class A Senior Floating Rate Notes due 2025 (the
"Class A Notes"), Definitive Rating Assigned Aaa (sf)

U.S. $56,000,000 Class B Senior Floating Rate Notes due 2025 (the
"Class B Notes"), Definitive Rating Assigned Aa2 (sf)

U.S. $22,250,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class C Notes"), Definitive Rating Assigned A2 (sf)

U.S. $17,500,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class D Notes"), Definitive Rating Assigned Baa2
(sf)

U.S. $28,000,000 Class E Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class E Notes"), Definitive Rating Assigned Ba2
(sf)

Ratings Rationale:

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

Ivy Hill VII is a managed cash flow CLO. The issued notes will be
collateralized primarily by small to medium enterprise and broadly
syndicated first lien senior secured corporate loans. At least 95%
of the portfolio must be invested in first lien senior secured
loans and eligible investments and up to 5% of the portfolio may
consist of second lien loans, senior unsecured loans and senior
secured bonds. The underlying collateral pool will be
approximately 90% ramped as of the closing date. The Issuer will
acquire a majority of the assets from another CLO.

Ivy Hill Asset Management, L.P. (the "Manager"), a wholly-owned
portfolio company of Ares Capital Corporation, 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, no reinvestment is permitted and
principal proceeds will be used to pay down the notes in
accordance with the priority of payments.

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.


JP MORGAN 2007-FL1: Fitch Affirms 'D' Rating on Cl. K Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series 2007-FL1 and revised
the Rating Outlook on class A2 to Stable from Negative.

Key Rating Drives

The affirmations are primarily due to the overall stable
performance of the remaining collateral since Fitch's last rating
action. Classes A2, B, and C continue to incur interest
shortfalls; as a result, these classes remain at 'Asf' despite
increased credit enhancement. According to Fitch's global criteria
for rating caps, Fitch will not assign or maintain 'AAAsf' or
'AAsf' ratings for notes that it believes have a high level of
vulnerability to interest shortfalls or deferrals, even if
permitted under the terms of the documents (for more information
please see the full report titled 'Criteria for Rating Caps in
Global Structured Finance Transactions', June 12, 2013 at
www.fitchratings.com). The non-pooled junior component
certificates, which are collateralized by the Resorts
International loan, have also been affirmed based on Fitch's loss
expectation on the collateral. Fitch's performance expectation
incorporates prospective views regarding commercial real estate
values and cash flow analysis.

The rating action reflects Fitch's base case loss expectation of
17%. Under Fitch's updated analysis, 100% of the pooled and non-
pooled components are modeled to default in the base case stress
scenario, defined as the 'B' stress. Fitch estimates that average
recoveries on the pooled loans will be approximately 83% in the
base case. In its review, Fitch analyzed servicer reported
operating statements, STR reports and rent rolls, updated property
valuations, and recent lease and sales comparisons.

Rating Sensitivity

The rating on class A2 is expected to remain stable as continued
principal paydown and full recovery of the interest shortfalls are
anticipated. The Outlooks on classes B, C, D and E remain Negative
as further collateral underperformance may lead to a downgrade. If
the realized losses exceed current expectations on the remaining
assets, downgrades to these classes are possible.

As of the October 2013 distribution report, the transaction is
collateralized by five assets, including three hotels (68.8%), one
casino (23.6%), and one office (7.7%). All five assets are
currently in special servicing, including one (23.6%) real estate
owned (REO) asset and four (76.4%) in forbearance.

Fitch's analysis resulted in loss expectations for two A-notes,
and each of the B-note non-pooled components in the 'B' stress
scenario. The two pooled contributors to losses in the 'B' stress
scenario are: Resorts International (23.6%) and Malibu Canyon
Corporation Center and Business Park (7.7%)

The Resorts International loan was originally collateralized by
four casino/hotel properties located in Atlantic City, NJ, East
Chicago, IN, Robinsonville, MS and Tunica, MS. The Resorts East
Chicago property was released from the portfolio in September
2007, paying down the senior trust component by approximately 47%.
The loan was foreclosed in November 2011 and the Atlantic City
Hilton property was released. The remaining two properties became
REO assets. As of August 2013, the occupancy rate for Bally's
Tunica was 44.8% with an Average Daily Rate (ADR) of $47.71;
occupancy rate for Resorts Tunica was 75% with an ADR of $53.92.
Recent valuation of the properties indicate losses upon
liquidation of the assets. Ratings on Classes RS-1 through RS-7
represent loss expectations on the subordinate non-pooled note
components of the Resorts International asset.

The Malibu Canyon Corporate Center and Business Park loan is
secured by a seven building office complex totaling 323,379 sf in
Calabasas, CA. The loan was transferred to the special servicer in
March 2011 due to imminent maturity default. A one-year
forbearance agreement was signed in February 2012 requiring the
borrower to bring the loan reserves current and continue to make
these payments through the forbearance period ending December
2012. The borrower has exercised the one-year extension option on
the forbearance. Currently, the property is 75% occupied. However,
the occupancy rate is expected to drop to 62% in January 2014 due
to lease rollover. Losses are expected upon disposition of the
loan.

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

-- $212.3 million class A-2 at 'Asf'; Outlook to Stable from
   Negative;
-- $45.4 million class B at 'Asf'; Outlook Negative;
-- $32.4 million class C at 'Asf'; Outlook Negative;
-- $30.8 million class D at 'BBBsf'; Outlook Negative;
-- $37.3 million class E at 'Bsf'; Outlook Negative
-- $26 million class F at 'CCCsf'; RE100%';
-- $26 million class G at 'CCsf'; RE40%;
-- $35.7 million class H at 'Csf'; RE0%;
-- $32.5 million class J at 'Csf'; RE0%;
-- $10.4 million class K at 'Dsf'; RE0%.
-- $0 million class L at 'Dsf'; RE0%;
-- $11.9 million class RS-1 at 'Csf'; RE0%;
-- $12.8 million class RS-2 at 'Csf'; RE0%;
-- $15.6 million class RS-3 at 'Csf'; RE0%;
-- $11.1 million class RS-4 at 'Csf'; RE0%;
-- $15.4 million class RS-5 at 'Csf'; RE0%;
-- $13.2 million class RS-6 at 'Csf'; RE0%;
-- $7.6 million class RS-7 at 'Csf'; RE0%.

Class A1 and the interest-only class X-1 have paid in full. Fitch
withdrew its rating on the interest-only class X-2 at prior
review.


JP MORGAN 2013-INN: Fitch Rates Class E Certificates 'BB'
---------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to the JPMorgan Commercial Mortgage Finance Corp.
Commercial Mortgage Pass Through Certificates, JPMCC 2013-INN:

-- $287,700,000 class A 'AAAsf'; Outlook Stable;
-- $488,750,000* class X-CP 'BBsf'; Outlook Stable;
-- $575,000,000* class X-EXT 'BBsf'; Outlook Stable;
-- $83,600,000 class B 'AA-sf'; Outlook Stable;
-- $63,400,000 class C 'A-sf'; Outlook Stable;
-- $66,300,000 class D 'BBB-sf; Outlook Stable;
-- $74,000,000 class E 'BBsf'; Outlook Stable.

* Notional and interest only.

The certificates in this transaction represent the beneficial
interest in a trust that holds a $575 million mortgage loan
secured by 51 hotel properties with a total of 6,844 keys located
in 16 states across the U.S. The loan is sponsored by a joint
venture between Cerberus Capital Management, L.P. and Chatham
Lodging Trust.

Key Rating Drivers

Moderate Trust Leverage: Fitch's stressed DSCR and loan to value
ratio (LTV) for the trust component of the debt are 1.37x and
77.9%, respectively.

Single-Borrower Hotel Concentration: The transaction is primarily
secured by 51 extended stay, limited service, and full service
hotel properties. Hotel performance is considered to be more
volatile due to the lodging sector's operating nature.

Portfolio Performance: After experiencing two years of year-over-
year revenue per available room (RevPAR) declines, the portfolio's
year-over-year RevPAR performance turned positive beginning in
2010. Subsequently, portfolio RevPAR grew 5.1% in 2011 and 10% in
2012. Overall, the portfolio's TTM (as of July 2013) RevPAR
performance is approximately 5.3% above its previous peak
performance in 2007.

Diversity: The portfolio exhibits significant geographic diversity
across 32 markets in 16 states. The largest state exposure is
California with 10 hotels representing 37.3% by allocated loan
amount. No single hotel contributes more than 6.8% of net cash
flow (NCF). The portfolio is comprised of eight different
franchise flags, with the Marriott extended stay brand (Residence
Inn) being the majority, serving as the flag for 68.8% (by loan
balance) of the total portfolio.

Asset Quality and Age: The 51 properties comprising the portfolio
have an average age of 25 years (built from 1963 - 2006) and have
generally been renovated most recently between 2007 and 2012. The
portfolio demonstrates little performance differentiation based on
property age. The portfolio's assets are well maintained, with
$141.8 million ($20,716 per key) of capital improvements spent
from 2007 - 2012. In addition, $96.6 million ($14,113 per key) in
capital improvements are budgeted through 2018.

Rating Sensitivities

Fitch found that the pool could withstand a 77.2% decline in value
and an approximately 63% decrease in the most recent actual cash
flow prior to experiencing $1 of loss to the 'AAAsf' rated class.

Fitch evaluated the sensitivity of the ratings of class A (rated
'AAAsf' by Fitch) and found that a 17% decline in Fitch NCF would
result in a one category downgrade, while a 46% decline would
result in a downgrade to below investment grade. The Rating
Sensitivity section in the presale report includes a detailed
explanation of additional stresses and sensitivities.

A detailed description of Fitch's rating analysis including key
rating drivers, stresses, rating sensitivity, analysis, model,
criteria application and data adequacy is available in Fitch's
presale report dated Sept. 26, 2013.


KATONAH IX: Moody's Hikes Rating on $15MM Floating Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Katonah IX CLO Ltd.:

U.S.$23,000,000 Class A-2L Floating Rate Notes Due 2019, Upgraded
to Aaa (sf); previously on March 21, 2013 Upgraded to Aa1 (sf)

U.S.$26,000,000 Class A-3L Floating Rate Notes Due 2019, Upgraded
to A1 (sf); previously on March 21, 2013 Upgraded to Baa2 (sf)

U.S.$15,000,000 Class B-1L Floating Rate Notes Due 2019, Upgraded
to Ba1 (sf); previously on March 21, 2013 Affirmed Ba2 (sf)

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

U.S.$221,000,000 Class A-1L Floating Rate Notes Due 2019 (current
outstanding balance of $137,773,591.31), Affirmed Aaa (sf);
previously on March 21, 2013 Affirmed Aaa (sf)

Up To U.S.$100,000,000 Class A-1LV Revolving Floating Rate Notes
Due 2019 (current outstanding balance of $62,340,991.10), Affirmed
Aaa (sf); previously on March 21, 2013 Affirmed Aaa (sf)

U.S.$15,000,000 Class B-2L Floating Rate Notes Due 2019, Affirmed
Caa1 (sf); previously on March 21, 2013 Affirmed Caa1 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the last rating action in March 2013. Moody's notes that the Class
A-1 Notes have been paid down by approximately 36% or $113.5
million since March 2013. Based on the latest trustee report dated
September 2013, the Class A, Class A-3L, Cass B-1L, and Class B-2L
overcollateralization ratios are reported at 130.29%, 116.69%,
110.07%, and 104.15%, respectively, versus February 2013 levels of
120.25%, 111.63%, 107.19%, and 103.10%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the September 2013 trustee
report, the weighted average rating factor is currently 2397
compared to 2284 in February 2013.

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 4.2% of the underlying portfolio. All of the long
dated securities are CLO tranches with ratings between Baa1 (sf)
and Ba3 (sf). These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity. Notwithstanding the increase in the
overcollateralization ratio of the Class B-2L Notes, Moody's
affirmed the rating of the Class B-2L Notes due to the market risk
posed by the exposure to these long-dated assets.

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 $284.5 million, defaulted par of $17.5
million, a weighted average default probability of 15.57%
(implying a WARF of 2466), a weighted average recovery rate upon
default of 53.41%, and a diversity score of 42. 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.

Katonah IX CLO Ltd., issued in November 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans, with exposure to CLO tranches.

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% (1973)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: +3

Class B-1L: +2

Class B-2L: +1

Moody's Adjusted WARF + 20% (2959)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: -1

Class B-1L: 0

Class B-2L: 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.

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.


MADISON AVENUE 2013-650M: DBRS Assigns BB Rating on Class E Debt
----------------------------------------------------------------
DBRS Inc. has assigned final ratings for the following classes of
Madison Avenue Trust 2013-650M.  The trends are Stable.

-- Class A at AAA (sf)
-- Class X-A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (low) (sf)

The collateral consists of a $675 million fixed-rate loan secured
by 650 Madison Avenue, a 594,470 sf, 27-story, Class A office
tower built in 1957. It is considered one of the premier office
towers in the Plaza District submarket because of its unobstructed
views of Central Park starting at the 15th floor and 200 feet of
ground-floor retail frontage along Madison Avenue.  While the
property does not have the same name recognition as other
prestigous buildings in the submarket, it houses Polo Ralph
Lauren's corporate headquaters, flag ship stores for Tod's and
Crate & Barrel and has demonstrated an ability to achieve
comparable office rents, as illustrated by having recently
executed an LOI for space on the 25th floor for $150 psf.  The
previous owner recently invested $35.7 million in capital
expenditures, including lobby renovations, further supporting the
subject's position in the market.

The office portion of the collateral is 90.6% occupied by seven
tenants and the retail is 100% occupied by three tenants.  Polo
Ralph Lauren represents the larget tenant at the subject,
comprising 46.0% of the NRA and 35.5% of the NRI, and is on a
long-term lease that extends more than four years beyond the loan
term.  The largest retail tenant is Crate & Barrel, who recently
amended and renewed its lease through March 2019.  The negotiated
rental rate is still below market, as determined by the appraiser,
given the frontage along Madison Avenue.  With a 2.05x DBRS Term
DSCR, there is minimal term default risk, and with 63.0% of the
NRA leased to long-term investment-grade tenants, refinance risk
is considered minimal.


MANUFACTURED HOUSING: S&P Lowers Rating on Class M-1 Certs to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-1 certificates from Manufactured Housing Contract Senior-
Subordinate Pass-Through Trust 1999-2, an asset-backed securities
transaction backed by fixed-rate manufactured housing loans, to 'D
(sf)' from 'CC (sf)'.

The lowered rating on the class M-1 certificates from reflects a
payment default resulting from the class' interest shortfall on
the October 2013 payment date.  S&P believes that the interest
shortfall will likely persist into the future due to the adverse
performance trends S&P has observed in the underlying pool of
collateral.

          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 are available at:

            http://standardandpoorsdisclosure-17g7.com


MORGAN STANLEY 2005-RR6: S&P Cuts Rating on CL. A-J Notes to CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the Class
A-3FX and A-3FL certificates from Morgan Stanley Capital I Inc.
2005-RR6 (MSC 2005-RR6), a U.S. resecuritized real estate mortgage
investment conduit (re-REMIC) transaction.  At the same time,
Standard & Poor's lowered its rating on the Class A-J certificates
from the same transaction and affirmed its rating on one other
class.

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 upgrades
primarily reflect the increased credit enhancement from continued
amortization, while the downgrade primarily reflects the
transaction's exposure to downgraded CMBS collateral.

The upgrades of classes A-3FX and A-3FL reflect the amortization
of the classes.  As of the Sept. 24, 2013, trustee report, classes
A-3FX and A-3FL had outstanding balances of $8.7 million and
$4.7 million, respectively, down from $110.6 million and
$60.0 million at issuance.  In addition, class A-3FL has exposure
to Morgan Stanley Capital Services Inc. (Morgan Stanley) as swap
counterparty.  As a result, the rating on class A-3FL is partially
dependent on the rating assigned to Morgan Stanley (A-/Negative/A-
2, which is one notch above S&P's rating on the credit support
provider), primarily based on its understanding that the
derivative obligation contains a counterparty replacement
framework.

The downgrade of class A-J reflects the transaction's exposure to
downgraded CMBS collateral ($26.4 million, 21.0% of collateral
pool).  This collateral primarily consists of:

   -- Bear Stearns Commercial Mortgage Securities Trust 2002-Top8
      (classes L, M, and N; $8.4 million, 6.7%).

   -- Morgan Stanley Capital I Trust 2005-HQ5 (class J;
      $10.0 million, 8.0%).

   -- Bear Stearns Commercial Mortgage Securities Inc. series
      2001-Top2 (class E; $7.0 million, 5.6%).

According to the Sept. 24, 2013, trustee report, the transaction's
collateral totaled $125.6 million, while its liabilities
(including cumulative interest shortfalls) were $130.3 million,
down from liabilities of $564.1 million at issuance.  The
transaction's current asset pool includes 36 CMBS tranches from 24
distinct transactions issued between 1997 and 2005($125.6 million;
100%).  Of the underlying collateral, $17.8 million (14.2%) have
investment-grade ratings or credit opinions.

The following three transactions have the highest exposure in MSC
2005-RR6:

   -- PNC Mortgage Acceptance Corp.'s series 2000-C2 (classes J,
      K, and M; $24.9 million, 19.8%).

   -- Morgan Stanley Capital I Trust 2005-HQ5 (class J;
      $10.0 million, 8.0%).

   -- Morgan Stanley Dean Witter Capital I Trust 2002-IQ2 (classes
      L, M and N; $9.7 million, 7.7%).

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

Morgan Stanley Capital I Inc. series 2005-RR6
           Rating
Class       To        From
A-3FX       A (sf)    BBB- (sf)
A-3FL       A (sf)    BBB- (sf)

RATING LOWERED

Morgan Stanley Capital I Inc. series 2005-RR6
Rating
Class       To        From
A-J         CCC- (sf)     B- (sf)

RATING AFFIRMED

Morgan Stanley Capital I Inc. series 2005-RR6

Class       Rating
B           CCC- (sf)


MORGAN STANLEY 2013-C12: Fitch Rates Class G Certs at 'B-'
----------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to Morgan Stanley Bank of America Merrill Lynch Trust,
series 2013-C12 commercial mortgage pass-through certificates:

-- $80,300,000 class A-1 'AAAsf'; Outlook Stable;
-- $161,200,000 class A-2 'AAAsf'; Outlook Stable;
-- $107,200,000 class A-SB 'AAAsf'; Outlook Stable;
-- $260,000,000 class A-3 'AAAsf'; Outlook Stable;
-- $284,721,000 class A-4 'AAAsf'; Outlook Stable;
-- $998,718,000* class X-A 'AAAsf'; Outlook Stable;
-- $105,297,000a class A-S 'AAAsf'; Outlook Stable;
-- $74,983,000a class B 'AA-sf'; Outlook Stable;
-- $232,928,000a class PST 'A-sf'; Outlook Stable;
-- $52,648,000a class C 'A-sf'; Outlook Stable;
-- $52,648,000b class D 'BBB-sf'; Outlook Stable;
-- $19,145,000b class E 'BB+sf'; Outlook Stable;
-- $20,740,000b class F 'BB-sf'; Outlook Stable;
-- $14,359,000b class G 'B-sf'; Outlook Stable.

* Notional amount and interest only.
a Class A-S, B and C certificates may be exchanged for class PST
  Certificates, and class PST Certificates may be exchanged for
  class A-S, B and C certificates.
b Privately placed pursuant to Rule 144A.

Fitch does not rate the $43,075,957 class H or the interest-only
class X-C. There have been no changes since Fitch issued its
expected ratings on Oct. 2, 2013. The classes above reflect the
final ratings and deal structure.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 72 loans secured by 93 commercial
properties having an aggregate principal balance of approximately
$1.276 billion as of the cutoff date. The loans were contributed
to the trust by Morgan Stanley Mortgage Capital Holdings LLC; Bank
of America, National Association; and CIBC Inc.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 79.1% of the properties
by balance, cash flow analysis of 85.4%, and asset summary reviews
on 87.5% of the pool.

Key Rating Drivers

Fitch Leverage: The Fitch DSCR of 1.19x is worse than the average
2012 DSCR of 1.24x. The Fitch LTV of 103.2% is higher than the
2012 average LTV of 97.2%. In addition, this pool's leverage
metrics are not as strong as those of the recent Fitch-rated
conduit transactions in 2013. Fitch-rated deals that have closed
in first-half (1H) 2013 had average Fitch DSCRs and LTVs of 1.36x
and 99.8%, respectively. The MSBAM 2013-C11 transaction (rated by
Fitch) had a Fitch DSCR and LTV of 1.25x and 101.8%, respectively.

Loan Diversity: The top 10 loans in the pool represent 48.7% of
the total pool balance, which is slightly lower than the 2012 and
1H 2013 average top 10 concentrations of 54.2% and 54.3%,
respectively. This transaction's LCI score is 351, which is lower
than the 2012 average LCI score of 477. The SCI score is 383,
which is also lower than most recent transactions.

Retail Concentration: Retail properties represent the largest
concentration at 47.5% of the pool, including five of the top 10
loans. This is higher than the 2012 average retail concentration
of 35.9%. The next largest property type concentrations are office
(16.0%), hotel (13.7%), multifamily (10.5%) and manufactured
housing (5.0%). The hotel concentration is in line with the 2012
average pool concentration of 13.5%.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 17.0% below
the most recent reported net operating income (NOI) (for
properties for which NOI was provided, excluding properties that
were stabilizing during this period). Unanticipated further
declines in property-level NCF could result in higher defaults and
loss severity on defaulted loans and could result in potential
rating actions on the certificates. Fitch evaluated the
sensitivity of the ratings assigned to MSBAM 2013-C12 certificates
and found that the transaction displays average sensitivity to
further declines in NCF. In a scenario in which NCF declined a
further 20% from Fitch's NCF, a downgrade of the junior 'AAAsf'
certificates to 'A+sf' could result. In a more severe scenario, in
which NCF declined a further 30% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'BBBsf' could result. The
presale report includes a detailed explanation of additional
stresses and sensitivities.

The master servicer will be Wells Fargo Bank, National
Association, rated 'CMS1-' by Fitch. The special servicer will be
Midland Loan Services, a Division of PNC Bank, National
Association, rated 'CSS1' by Fitch.


MULTISECURITY ASSET 2005-RR4: S&P Cuts Cl. D Notes Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from Multi Security Asset Trust L.P. Series 2005-RR4, a
U.S. resecuritized real estate mortgage investment conduit (re-
REMIC) transaction.  Concurrently, Standard & Poor's affirmed its
ratings on eight other classes from the same transaction.

The downgrades and affirmations reflect S&P's analysis of the
transaction's liability structure and the underlying collateral's
credit characteristics using its global CDOs of pooled structured
finance assets criteria.  The downgrades primarily reflect the
result of the largest obligor default test.

Due to the transaction's concentration in collateral from three
commercial mortgage-backed securities (CMBS) transactions
($277.2 million, 88.4%), the downgrades of classes D, E, F, and G
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.

According to the Sept. 30, 2013, trustee report, the transaction's
collateral totaled $313.6 million, while its liabilities
(including cumulative interest shortfalls) totaled $319.9 million;
this is down from $740.2 million at issuance.  The transaction's
current asset pool includes 16 CMBS tranches from six distinct
transactions issued between 1998 and 2001.  Standard & Poor's does
not rate any of the underlying collateral tranches.  S&P has
investment-grade credit opinions on $98.2 million (31.3%) of the
underlying collateral tranches.

Multi Security Asset L.P. Trust Series 2005-RR4 has the greatest
exposure to the following three transactions:

   -- First Union-Lehman Brothers-Bank of America Commercial
      Mortgage Trust Series 1998-2 (classes G, H, J, K, and L;
      $202.9 million, 64.7%).  GE Capital Commercial Mortgage
      Corp. Series 2001-1 (classes H and I; $39.8 million, 12.7%);

   -- PaineWebber Mortgage Acceptance Corp. Series 1999-C1
      (classes F, G, and H; $34.5 million, 11.0%).

The rating actions remain consistent with the credit enhancement
available to support the bonds 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 LOWERED

Multi Security Asset Trust L.P. Series 2005-RR4
                 Rating
Class       To            From
D           B- (sf)       BB- (sf)
E           CCC+ (sf)     B+ (sf)
F           CCC (sf)      B- (sf)
G           CCC- (sf)     CCC+ (sf)

RATINGS AFFIRMED

Multi Security Asset Trust L.P. Series 2005-RR4

Class       Rating
A-3         A+ (sf)
B           BBB- (sf)
C           BB+ (sf)
H           CCC- (sf)
J           CCC- (sf)
K           CCC- (sf)
L           CCC- (sf)
M           CCC- (sf)


OFSI FUND V: S&P Affirms 'BB-' Rating on Class B-2L Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on OFSI
Fund V Ltd./OFSI Fund V LLC's $523.775 million fixed and floating-
rate notes following the transaction's effective date as of
May 15, 2013.

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

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

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

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

OFSI Fund V Ltd./OFSI Fund V LLC

Class                  Rating                 Amount
                                             (Mil. $)
A-1LA                  AAA (sf)               132.00
A-1LB                  AAA (sf)               108.00
A-2L                   AA (sf)                 34.50
A-2F                   AA (sf)                 10.00
A-3L (deferrable)      A (sf)                  21.00
A-3F (deferrable)      A (sf)                   5.00
B-1L (deferrable)      BBB (sf)                19.00
B-2L (deferrable)      BB- (sf)                17.00
B-3L (deferrable)      B (sf)                   6.50
Combination notes      A (sf)                 170.78
Subordinated notes     NR                      41.15

NR-Not rated.


OCP CLO 2013-4: S&P Assigns 'BB-' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to OCP CLO
2013-4 Ltd./OCP CLO 2013-4 Corp.'s $474.5 million floating- and
fixed-rate notes.

The note issuance is a collateralized loan obligation 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
      preference shares.

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which 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% to 11.67%.

   -- 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 a
      certain amount of excess interest proceeds, which are
      available before paying uncapped administrative expenses and
      fees; subordinated hedge termination payments; collateral
      manager incentive fees; and preference share payments to
      principal proceeds for additional collateral asset purchases
      during the reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1852.pdf

RATINGS ASSIGNED

OCP CLO 2013-4 Ltd./OCP CLO 2013-4 Corp.

Class               Rating                    Amount
                                            (Mil. $)
A-1A                AAA (sf)                 294.125
A-1B                AAA (sf)                  14.500
A-2                 AA (sf)                   56.500
B (deferrable)      A (sf)                    45.125
C (deferrable)      BBB- (sf)                 31.125
D (deferrable)      BB- (sf)                  20.625
E (deferrable)      B (sf)                    12.500
Sub notes           NR                        39.850

NR-Not rated.


SARATOGA INVESTMENT: S&P Assigns 'BB' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D, and E notes from GSC Investment Corp. CLO 2007
Ltd., a collateralized loan obligation (CLO) transaction managed
by Saratoga Investment Corp. after the notes were redeemed in
full.  Concurrently, S&P assigned its ratings to the new class X,
A-1, A-2, B, C, D, E, and F notes issued by the CLO, which changed
its name to Saratoga Investment Corp. CLO 2013-1 Ltd.  The
proceeds from the new note issuance were used to redeem the
original notes.

Saratoga Investment Corp. CLO 2013-1 Ltd. entered into a new
indenture that provides for a reinvestment period through October
2016 and the CLO's legal final maturity in October 2023.
Reinvestment of principal proceeds is not permitted after the end
of the reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1913.pdf

RATINGS WITHDRAWN

GSC Investment Corp. CLO 2007 Ltd.
                   Ratings
Class         To          From
A             NR          AA+ (sf)
B             NR          AA (sf)
C             NR          A (sf)
D             NR          BBB- (sf)
E             NR          BB (sf)

RATINGS ASSIGNED

Saratoga Investment Corp. CLO 2013-1 Ltd.
Class        Rating
X            AAA (sf)
A-1          AAA (sf)
A-2          AAA (sf)
B            AA (sf)
C            A (sf)
D            BBB (sf)
E            BB (sf)
F            B (sf)
Equity       NR

NR-Not rated.

TRANSACTION INFORMATION

Issuer:             Saratoga Investment Corp. CLO 2013-1 Ltd.
Co-issuer:          Saratoga Investment Corp. CLO 2013-1 Inc.
Collateral manager: Saratoga Investment Corp.
Placement agent:    C&Co/PrinceRidge LLC
Trustee:            U.S. Bank N.A.
Transaction type:   Cash flow CLO

CLO-Collateralized loan obligation.


SHELLPOINT ASSET: S&P Withdraws 'BB' Rating on Class B-4 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary
ratings on Shellpoint Asset Funding Trust 2013-2's
$250.846 million mortgage pass-through certificates series 2013-2.
The withdrawal reflects the transaction's cancellation and the
assets' sale outside of the planned securitization.

The note issuance was to be a residential mortgage-backed
securities transaction backed by first-lien residential mortgage
loans secured by one- to four-family residential properties,
condominiums, and planned unit developments.

          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/1802.pdf

PRELIMINARY RATINGS WITHDRAWN

Shellpoint Asset Funding Trust 2013-2

Class          Rating
            To       From
A           NR       AAA (sf)
A-IO        NR       AAA (sf)
B-1         NR       AA (sf)
B-2         NR       A (sf)
B-3         NR       BBB (sf)
B-4         NR       BB (sf)
B-5         NR       NR

NR-Not rated.


SYMPHONY CLO XII: Moody's Rates $34MM Notes Due 2025 at 'Ba3(sf)'
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following ratings to notes issued by Symphony CLO XII, Ltd.:

U.S. $500,000,000 Class A Senior Floating Rate Notes due 2025 (the
"Class A Notes"), Definitive Rating Assigned Aaa (sf)

U.S. $61,000,000 Class B-1 Senior Floating Rate Notes due 2025
(the "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

U.S. $45,000,000 Class B-2 Senior Fixed Rate Notes due 2025 (the
"Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

U.S. $47,000,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class C Notes"), Definitive Rating Assigned A2 (sf)

U.S. $51,000,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class D Notes"), Definitive Rating Assigned Baa3
(sf)

U.S. $34,000,000 Class E Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

U.S. $21,000,000 Class F Deferrable Mezzanine Floating Rate Notes
due 2025 (the "Class F Notes"), Definitive Rating Assigned B2 (sf)

Ratings Rationale:

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

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 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 issued
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% (2655 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% (2655 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.


TRICADIA CDO: Fitch Hikes Rating on Class A-4L Notes From 'CCC'
---------------------------------------------------------------
Fitch Ratings has taken the following rating action on one class
of notes issued by Tricadia CDO 2003-1, Ltd. as follows:

-- $3,699,917 class A-4L notes upgraded to 'AAAsf' from 'CCCsf';
   assigned Outlook Stable.

Key Rating Drivers

The upgrade and Stable Outlook reflects Fitch's view that the
remaining balance of the class A-4L notes will be paid in full on
the next payment date in November 2013.

Since Fitch's last rating action in October 2012, the classes A-
1LA, A-1LB, A-2L, and A-3L have all been paid in full.
Subsequently, the class A-4L notes became the senior most class of
notes in the capital structure and, since the August 2013 payment
date received approximately $8.3 million in paydowns, or 69.2% of
their previous balance. The current outstanding balance is fully
covered by the $7.1 million of proceeds available in the principal
collection account.

Rating Sensitivities

Fitch believes that further negative migration and additional
defaults, as well as increasing concentration in assets of a
weaker credit quality would not result in a rating downgrade of
these notes.

Tricadia is a static structured finance collateralized debt
obligation (SF CDO) monitored by Tricadia CDO Management, LLC,
which closed Jan. 14, 2004. As of the Sept. 27, 2013 Trustee
report, the portfolio comprises corporate CDOs (89.9%) and SF CDOs
(10.1%) from primarily 2002 through 2006 vintage transactions.


TROPIC CDO V: Moody's Hikes Ratings on $476.6MM of CDO Notes
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Tropic CDO V Ltd:

U.S. $220,000,000 Class A-1L1 Floating Rate Notes due July 2036
(current balance of $188,416,528.62), Upgraded to Ba1 (sf);
previously on August 5, 2013 Upgraded to B3 (sf) and Placed Under
Review for Possible Upgrade

U.S. $220,000,000 Class A-1L2 Floating Rate Notes due July 2036
(current balance of $194,158,977.96), Upgraded to Ba2 (sf);
previously on August 5, 2013 Upgraded to Caa1 (sf) and Placed
Under Review for Possible Upgrade

U.S. $94,000,000 Class A-1LB Floating rate Notes due July 2036,
Upgraded to Caa1 (sf); previously on October 20, 2009 Downgraded
to Ca (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1L 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-1L Notes have been paid down by
approximately 4.6% or $18.5 million since October 2012, due to the
diversion of interest proceeds and proceeds from the redemption of
underlying assets. As a result of this deleveraging, based on
Moody's calculations the par coverage has improved to 124.81%, and
100.19% for the Class A-1L and A-1LB Notes, respectively.
According to the latest trustee report dated October 7, 2013, the
Senior Overcollateralization test is 103.68 % (limit 127.00%),
versus the October 2012 level of 97.25%.

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
1380. Also, the total par amount that Moody's treated as defaulted
or deferring declined to $252.6 million. The decline is due to
improvement in the credit quality and the financial ratios of the
assets that resumed payment.

In taking the forgoing actions, Moody's also announced that it had
concluded its review of its ratings on the issuer's Class A-1L
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 $477.5 million, defaulted/deferring par of $252.6
million, a weighted average default probability of 27.52%
(implying a WARF of 1380), Moody's Asset Correlation of 16.73%,
and a weighted average recovery rate upon default of 9.03%. 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.

Tropic CDO V Ltd, issued on August 16, 2006, is a collateralized
debt obligation backed by a portfolio of bank, insurance, TruPs
CDOs and REIT trust preferred securities.


VERICREST FINANCIAL: Moody's Affirms 4 Tranches From 2 Deals
------------------------------------------------------------
Moody's Investors Service has affirmed 4 tranches from two
transactions backed by recreational vehicle (RV) and marine
installment sales contracts serviced by Vericrest Financial, Inc.
(Vericrest). Vericrest Financial, Inc., formerly known as CIT
Group/Sales Financing, Inc., was acquired by Lone Star Funds in
2009.

Complete rating actions as follow:

Issuer: CIT Marine Trust 1999-A

Class A-4, Affirmed Baa2 (sf); previously on Feb 18, 2009
Downgraded to Baa2 (sf)

Certificates, Affirmed B3 (sf); previously on Nov 13, 2012
Downgraded to B3 (sf)

Issuer: SSB RV Trust 2001-1

Cl. C, Affirmed Baa2 (sf); previously on Jan 30, 2013 Downgraded
to Baa2 (sf)

Cl. D, Affirmed Ca (sf); previously on Jan 30, 2013 Affirmed Ca
(sf)

Ratings Rationale:

The pools are performing within Moody's prior expectations from
November 2012 and January 2013, when Moody's downgraded securities
from these transactions.

The collateral underlying the CIT Marine Trust 1999-A transaction
is performing in line with Moody's prior loss expectation of 6.80%
though higher than Moody's original expectations of 4.75% at
closing. Losses, as expected, have continued to erode the reserve
account which is now 10% of the current pool balance.

The SSB RV Trust 2001-1 collateral pool is performing slightly
better at 9.50%, compared to Moody's January 2013 expectation of
9.60%. However, the losses continue to deplete the reserve account
and the transaction is currently under-collateralized by
approximately $17 million, which is equal to almost 75% of the
Class D, which provides protection to the Class C.

Unlike other vehicle-backed ABS, the impact of the weakened
economy on a RV and marine transaction has been more severe and
long lasting due to the non-essential nature of the underlying
collateral, and the longer financing terms, which on average range
between 170 and 185 months at closing. As a result, the
transaction has experienced more than one economic downturn during
its life. The ABS ratings associated with these two transactions
are volatile. They are sharply influenced by relatively small
changes in pool expected loss or credit protection levels due to
the low pool and tranche balances.

Below are key performance metrics and credit assumptions for each
affected transaction. Credit assumptions include Moody's expected
lifetime CNL expectation which is expressed as a percentage of the
original pool balance; and Moody's lifetime remaining CNL
expectation which is expressed as a percentage of the current pool
balance. Performance metrics include pool factor; total credit
enhancement (expressed as a percentage of the outstanding
collateral pool balance) which typically consists of
subordination, overcollateralization, and a reserve fund; and per
annum excess spread.

Issuer: CIT Marine Trust 1999-A

Lifetime CNL expectation -- 6.80%, prior expectation (November
2012) was 6.80%

Lifetime Remaining CNL expectation -- 18.42%

Pool factor -- 0.65%

Total credit enhancement (excluding excess spread): Class A-4
58.62%, Certificates 10.02%

Excess spread per annum -- Approximately 0.9%

Issuer: SSB RV Trust 2001-1

Lifetime CNL expectation -- 9.50%; prior expectation (January
2013) was 9.60%

Lifetime Remaining CNL expectation -- 18.23%

Pool factor -- 2.14%

Total credit enhancement (excluding excess spread): Cl. C 41.36%

Excess spread per annum -- Approximately 0.8%

Ratings on the affected securities may be downgraded if the
lifetime CNLs are higher by 2%.

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

Primary sources of assumption uncertainty are the current
macroeconomic environment, in which unemployment continues to
continues to remain at elevated levels, and weakness in the RV and
marine market. Overall, Moody's expects overall a sluggish
recovery in most of the world's largest economies, returning to
trend growth rate with elevated fiscal deficits and persistent
unemployment levels.


WACHOVIA BANK 2006-C29: Moody's Cuts Rating on Cl. A-J Notes to B3
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of one class and
affirmed the ratings of sixteen classes of Wachovia Bank
Commercial Mortgage Pass-Through Certificates, Series 2006-C29 as
follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Dec 21, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Dec 21, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed Aaa (sf); previously on Dec 21, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed A3 (sf); previously on Nov 8, 2012 Downgraded to
A3 (sf)

Cl. A-J, Downgraded to B3 (sf); previously on Nov 8, 2012
Downgraded to B1 (sf)

Cl. B, Affirmed Caa1 (sf); previously on Nov 8, 2012 Downgraded to
Caa1 (sf)

Cl. C, Affirmed Caa2 (sf); previously on Nov 8, 2012 Downgraded to
Caa2 (sf)

Cl. D, Affirmed Caa3 (sf); previously on Nov 8, 2012 Downgraded to
Caa3 (sf)

Cl. E, Affirmed Ca (sf); previously on Nov 8, 2012 Downgraded to
Ca (sf)

Cl. F, Affirmed C (sf); previously on Nov 8, 2012 Downgraded to C
(sf)

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

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

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

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

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

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

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

Ratings Rationale:

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

The rating of the IO Class, Class IO, 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 12.8% of
the current balance. At last review, Moody's base expected loss
was 10.6%. Realized losses are 1.3% of the original balance, same
as the prior 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 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 27 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 November 8, 2012.
Deal Performance:

As of the October 18, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 21% to $2.7 billion
from $3.4 billion at securitization. The Certificates are
collateralized by 123 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten non-defeased loans
representing 46% of the pool. One loan, representing less than 1%
of the pool, has defeased and is secured by U.S. Government
securities.

Twenty-seven loans, representing 26% 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.

Thirteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $44.9 million (34% loss severity on
average). Thirteen loans, representing 9% of the pool, are
currently in special servicing.

The specially serviced loans are secured by a mix of property
types. Moody's estimates an aggregate $133.1 million loss for the
specially serviced loans (55% expected loss on average).

Moody's has assumed a high default probability for twenty-five
poorly performing loans representing 21% of the pool and has
estimated an aggregate $155.8 million loss (28% expected loss
based on a 64% probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 92%
of the pool's non-specially serviced and non-defeased loans.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 105%, same as at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 14% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.50X and 0.97X, respectively, compared to
1.50X and 0.98X 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 26% of the pool. The largest
loan is the Duke Realty Industrial Pool Loan ($319 million --
11.9% of the pool), which is secured by 27 cross-collateralized
and cross-defaulted industrial properties located in five
submarkets in Indiana and Georgia. The portfolio was 94% leased as
of March 2013 compared to 97% at last review. Due to rent growth,
property performance has increased slightly since last review.
Moody's LTV and stressed DSCR are 112% and 0.87X, respectively,
compared to 121% and 0.80X at last review.

The second largest loan is the Syndicate 2 Pool Loan ($234 million
-- 8.8% of the pool), which is secured by 16 cross-collateralized
and cross-defaulted retail properties located in 12 different
states. The portfolio was 94% leased as of December 2012 compared
to 95% at last review. The portfolio performance has improved
since last review. Moody's LTV and stressed DSCR are 76% and
1.28X, respectively, compared to 74% and 1.32X at last review.

The third largest loan is the Westfield Fox Valley Loan ($150
million -- 5.6% of the pool), which is secured by a 1.4 million SF
regional mall located in Aurora, Illinois. The mall is anchored by
Sears, Macy's and JC Penney, which are not part of the collateral.
The property was 84% leased as of March 2013 compared to 88% at
last review. Financial performance has increased since last
review. Moody's LTV and stressed DSCR are 98% and 1.72X,
respectively, compared to 99% and 1.70X at last review.


WHITEHORSE IV: Moody's Affirms Ba3 Rating on $15MM Class D Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of the following notes issued by WhiteHorse IV Ltd.:

U.S.$28,000,000 Class A-2 Floating Rate Notes Due 2020, Upgraded
to Aa1 (sf); previously on July 29, 2011 Upgraded to Aa3 (sf).

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

U.S. $330,500,000 Class A-1 Floating Rate Notes Due 2020, Affirmed
Aaa (sf); previously on July 29, 2011 Upgraded to Aaa (sf);

U.S. $25,000,000 Class B Deferrable Floating Rate Notes Due 2020,
Affirmed A3 (sf); previously on July 29, 2011 Upgraded to A3 (sf);

U.S. $16,500,000 Class C Floating Rate Notes Due 2020, Affirmed
Ba1 (sf); previously on July 29, 2011 Upgraded to Ba1 (sf);

U.S. $15,000,000 Class D Floating Rate Notes Due 2020, Affirmed
Ba3 (sf); previously on July 29, 2011 Upgraded to Ba3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in January 2014. 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 expected to benefit from weighted average spread (WAS) and
weighted average recovery rate (WARR) levels that are assumed to
be higher than their covenant levels. Based on its calculations,
Moody's modeled WAS and WARR of 3.97% and 49.58%, respectively,
compared to the covenant levels of 2.39% and 44%, respectively.
Moody's also notes that the transaction's reported
overcollateralization ratios are stable.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor (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 $439 million,
defaulted par of $6 million, a weighted average default
probability of 19.41% (implying a WARF of 2783), a WARR upon
default of 49.58%, and a diversity score of 69. 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.

WhiteHorse IV Ltd., issued in December 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.


* Fitch Lowers 95 Distressed U.S. RMBS Bonds to 'Dsf'
-----------------------------------------------------
Fitch Ratings has downgraded 95 distressed bonds in 71 U.S. RMBS
transactions to 'Dsf'. The downgrades indicate that the bonds have
incurred a principal write-down. Of the bonds downgraded to 'Dsf',
94 classes were previously rated 'Csf' and one class was rated
'CCsf'. All ratings below 'CCCsf' indicate a default is expected.

As part of this review, the Recovery Estimates (REs) of the
defaulted bonds were not revised. In addition, the review focused
only on the bonds which defaulted and did not include any other
bonds in the affected transactions.

Of the 95 classes affected by these downgrades, 48 are Prime, 21
are Alt-A, and 24 are Subprime. The remaining transaction types
are other sectors. Approximately, 48% of the bonds have an RE of
50%-100%, which indicates that the bonds will recover 50%-100% of
the current outstanding balance, while 36% have an RE of 0%.

A spreadsheet detailing Fitch's rating actions can be found at
'www.fitchratings.com' by performing a title search for 'Fitch
Downgrades 95 Distressed Bonds to 'Dsf' in 71 U.S. RMBS
Transactions'. These actions were reviewed by a committee of Fitch
analysts. The spreadsheet provides the contact information for the
performance analyst.

The spreadsheet also details Fitch's assignment of REs to the
transactions. The Recovery Estimate scale is based upon the
expected relative recovery characteristics of an obligation. For
structured finance, REs are designed to estimate recoveries on a
forward-looking basis.


* Fitch Lowers 56 Bond Ratings in 31 CMBS Deals to 'D'
------------------------------------------------------
Fitch Ratings has downgraded 56 bonds in 31 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down. The bonds were all
previously rated 'C' which indicates that a default was imminent.

Key Rating Drivers

The downgrades are limited to just the bonds with write-downs. Any
remaining bonds in these transactions have not been analyzed as
part of this review.

A spreadsheet detailing Fitch's rating actions on the affected
transactions is available at 'www.fitchratings.com' by performing
a title search for: 'Fitch Downgrades Distressed Classes in 31
Transactions.'


* Fitch Says Longer Liquidation Timelines Weigh on U.S. RMBS
------------------------------------------------------------
Liquidation timelines at historical highs continue to exert
downward pressure on some U.S. RMBS recoveries despite
improvements in the housing market, Fitch Ratings says.

While fewer loans are becoming delinquent and short sales are
increasing, the most seasoned loans remain difficult to liquidate.
The portion of distressed loans that have been delinquent for more
than five years tripled in the last year.

Fitch's Liquidation Timeline index increased to 32.2 months in
3Q13. Timelines have increased every quarter since 4Q08. The index
averages the number of months between last payment and liquidation
among liquidated U.S. private label, securitized mortgage loans.

The impact varies across loan type and region. Subprime loss
severities are unchanged as longer timelines offset home price
gains, which have lagged the national average. Severities on prime
and Alt-A RMBS pools have performed better as they have shorter
timelines and are concentrated in regions that have exceeded the
average price gains.


* Liquidation Timelines on Distressed RMBS Loans Up in 3rd Quarter
------------------------------------------------------------------
Liquidation timelines continue to extend for distressed U.S. RMBS
loans, according to Fitch Ratings in its latest mortgage market
index.

Fitch's Liquidation Timeline index increased to 32.2 months for
third quarter 2013 (3Q'13). This metric is up from 31.1 in 2Q'13
and 28.3 in 3Q'12. In aggregate, timelines have increased every
quarter since 4Q'08, and remain at historical highs.

'As timelines on distressed inventory continue to lengthen,
mortgage loss severities will remain elevated and continue to
offset the positive movement of home prices,' said Director Sean
Nelson. Home prices have increased roughly 10% nationally over the
last year, yet loss severities have not improved at the same pace.

Subprime loss severities have remained flat with timelines in
excess of 34 months and home price gains lower than the national
average. Loss severities for Prime and Alt-A RMBS have fared
better, improving roughly 5% over the last year. These properties
have experienced shorter liquidation timelines than subprime
loans, and are concentrated in areas that have experienced
slightly more home price growth than the national average.

The composition of distressed inventory continues to evolve, with
fewer loans rolling into delinquency and a higher percentage of
short sales. However, the most seasoned inventory continues to
prove difficult to liquidate, skewing aggregate timelines higher.
'The percentage of distressed mortgage loans that are five or more
years delinquent has tripled just in the last year,' said Nelson.

Fitch's index is published quarterly and highlights performance
trends in legacy and new issue RMBS, house price conditions and
mortgage market developments. Fitch's Liquidation Timeline index
measures the average number of months between last payment and
liquidation among liquidated U.S. private label, securitized
mortgage loans.


* Moody's Takes Action on $954MM of RMBS Issued 2003-2005
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
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: Banc of America Funding 2005-6 Trust, Mortgage Pass-
Through Certificates, Series 2005-6

Cl. 1-A-1, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B2 (sf)

Cl. 1-A-2, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B3 (sf)

Cl. 1-A-3, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B2 (sf)

Cl. 2-A-7, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B3 (sf)

Cl. 2-A-11, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B3 (sf)

Cl. 30-IO, Downgraded to B2 (sf); previously on Apr 30, 2010
Downgraded to B1 (sf)

Cl. 30-PO, Downgraded to Caa2 (sf); previously on Apr 30, 2010
Downgraded to B3 (sf)

Issuer: Bear Stearns ARM Trust 2005-5

Cl. A-1, Upgraded to Baa3 (sf); previously on Jul 22, 2011
Downgraded to Ba2 (sf)

Cl. A-2, Upgraded to Ba1 (sf); previously on Jul 22, 2011
Downgraded to Ba3 (sf)

Cl. M, Upgraded to Caa2 (sf); previously on Jul 22, 2011
Downgraded to Ca (sf)

Issuer: CHL Mortgage Pass-Through Trust 2005-10

Cl. PO, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Issuer: CHL Mortgage Pass-Through Trust 2005-6

Cl. 1-A-5, Upgraded to Ba1 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. 1-A-9, Upgraded to Ba1 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. 1-A-10, Upgraded to Ba3 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-14, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. 1-A-15, Upgraded to Ba1 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. 1-A-16, Upgraded to Ba1 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Cl. 2-A-1, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: First Horizon Mortgage Pass-Through Trust 2004-6

Cl. I-A-3, Downgraded to Ba1 (sf); previously on Dec 4, 2012
Downgraded to Baa3 (sf)

Cl. I-A-7, Downgraded to Ba2 (sf); previously on Dec 4, 2012
Downgraded to Ba1 (sf)

Cl. II-A-1, Downgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Baa1 (sf)

Cl. II-A-PO, Downgraded to Ba1 (sf); previously on Apr 19, 2011
Downgraded to Baa1 (sf)

Issuer: First Horizon Mortgage Pass-Through Trust 2004-AR5

Cl. IV-A-1, Downgraded to Ba1 (sf); previously on Apr 18, 2012
Confirmed at Baa1 (sf)

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2006-2

Cl. II-A, Upgraded to Ba1 (sf); previously on Jan 20, 2012
Confirmed at B1 (sf)

Cl. IV-A, Upgraded to Ba2 (sf); previously on Jan 20, 2012
Upgraded to B1 (sf)

Issuer: Sequoia Mortgage Trust 2004-8

Cl. A-1, Upgraded to Baa2 (sf); previously on Apr 30, 2012
Confirmed at Ba1 (sf)

Cl. A-2, Upgraded to Baa2 (sf); previously on Apr 30, 2012
Confirmed at Ba1 (sf)

Cl. X-A, Upgraded to Baa2 (sf); previously on Apr 30, 2012
Confirmed at Ba1 (sf)

Cl. X-B, Upgraded to Caa2 (sf); previously on Apr 30, 2012
Confirmed at Ca (sf)

Cl. B-1, Upgraded to Caa1 (sf); previously on Apr 27, 2011
Downgraded to Caa3 (sf)

Issuer: Thornburg Mortgage Securities Trust 2005-2. Mortgage Loan
Pass-Through Certificates, Series 2005-2

Cl. A-1, Upgraded to Ba1 (sf); previously on Mar 26, 2010
Downgraded to Ba3 (sf)

Cl. A-2, Upgraded to Ba1 (sf); previously on Mar 26, 2010
Downgraded to Ba3 (sf)

Cl. A-3, Upgraded to Ba1 (sf); previously on Mar 26, 2010
Downgraded to Ba2 (sf)

Cl. A-4, Upgraded to Ba1 (sf); previously on Mar 26, 2010
Downgraded to Ba2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. 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
7.8% in September 2012 to 7.2% in September 2013. Moody's
forecasts an unemployment central range of 6.5% to 7.5% for the
2014 year. Moody's expects house prices to continue to rise in
2014. Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


* Moody's Hikes Ratings on $146MM of RMBS Issued 2006-2007
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
tranches backed by Scratch and Dent RMBS loans, issued by multiple
issuers.

Complete rating actions are as follows:

Issuer: CS Mortgage-Backed Pass-Through Certificates, Series 2006-
CF3

Cl. A-1, Upgraded to A3 (sf); previously on May 24, 2011
Downgraded to Baa2 (sf)

Cl. M-1, Upgraded to Caa1 (sf); previously on May 24, 2011
Downgraded to Caa3 (sf)

Issuer: Quest Trust 2006-X2

Cl. A-1, Upgraded to Caa1 (sf); previously on Mar 5, 2009
Downgraded to Caa3 (sf)

Issuer: RAAC Series 2006-SP1 Trust

Cl. M-1, Upgraded to Caa1 (sf); previously on May 4, 2009
Downgraded to Caa3 (sf)

Issuer: RAAC Series 2007-SP1 Trust

Cl. A-2, Upgraded to Ba1 (sf); previously on Nov 21, 2012 Upgraded
to B2 (sf)

Cl. A-3, Upgraded to B1 (sf); previously on May 4, 2009 Downgraded
to Caa2 (sf)

Cl. M-1, Upgraded to Caa3 (sf); previously on May 4, 2009
Downgraded to C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the collateral pools and/or structural features causing faster-
than-expected pay-down of the bonds due to high prepayments/faster
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
7.8% in September 2012 to 7.2% in September 2013. Moody's
forecasts an unemployment central range of 7.0% to 8.0% for the
2013 year. Moody's forecasts an unemployment central range of 6.5%
to 7.5% for the year 2014. Moody's expects house prices to
continue to rise in 2014. Performance of RMBS continues to remain
highly dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


* Moody's Takes Action on $651MM Prime RMBS Issued 2004-2007
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 37
tranches and upgraded the rating of one tranche, backed by Prime
Jumbo RMBS loans, issued by miscellaneous issuers.

Complete rating actions are as follows:

Issuer: Chase Mortgage Finance Trust 2007-S6

Cl. 1-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-A3, Downgraded to Caa3 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 1-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to Caa1 (sf)

Cl. 2-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Cl. 2-A2, Downgraded to C (sf); previously on Apr 28, 2009
Downgraded to Ca (sf)

Cl. 2-A3, Downgraded to Caa2 (sf); previously on May 26, 2010
Upgraded to B2 (sf)

Cl. 2-AX, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B2 (sf)

Issuer: Chase Mortgage Finance Trust Series 2007-S5

Cl. 1-A1, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A2, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Cl. 1-A19, Downgraded to Caa2 (sf); previously on May 26, 2010
Downgraded to B3 (sf)

Issuer: Chase Mortgage Finance Trust, Series 2004-S4

Cl. A-1, Downgraded to B1 (sf); previously on Apr 5, 2012
Downgraded to Ba1 (sf)

Cl. A-2, Downgraded to B3 (sf); previously on Apr 5, 2012
Downgraded to Ba3 (sf)

Cl. A-4, Downgraded to B1 (sf); previously on Apr 5, 2012
Downgraded to Ba1 (sf)

Cl. A-5, Downgraded to B1 (sf); previously on Apr 5, 2012
Downgraded to Ba1 (sf)

Cl. A-X, Downgraded to B1 (sf); previously on Apr 5, 2012
Confirmed at Ba3 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2004-9

Cl. IA-1, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Upgraded to Baa3 (sf)

Cl. IA-4, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Upgraded to Baa3 (sf)

Cl. IA-5, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Upgraded to Baa3 (sf)

Cl. IA-6, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Upgraded to Baa3 (sf)

Cl. IA-PO, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Upgraded to Baa3 (sf)

Cl. IIA-1, Downgraded to Ba1 (sf); previously on Apr 6, 2012
Confirmed at Baa3 (sf)

Issuer: Citigroup Mortgage Loan Trust 2007-AR4

Cl. 1-A1B, Downgraded to C (sf); previously on Apr 21, 2009
Downgraded to Ca (sf)

Issuer: GMACM Mortgage Loan Trust 2004-J6

Cl. 1-A-1, Downgraded to Ba3 (sf); previously on Feb 27, 2013
Downgraded to Ba1 (sf)

Cl. 2-A-3, Downgraded to B1 (sf); previously on Feb 27, 2013
Downgraded to Ba2 (sf)

Cl. 2-A-4, Downgraded to Ba3 (sf); previously on Feb 27, 2013
Downgraded to Ba1 (sf)

Cl. 2-A-7, Downgraded to B3 (sf); previously on Feb 27, 2013
Downgraded to Ba3 (sf)

Cl. PO, Downgraded to Ba3 (sf); previously on Feb 27, 2013
Downgraded to Ba1 (sf)

Issuer: GSR Mortgage Loan Trust 2005-7F

Cl. 1A-2, Upgraded to Baa2 (sf); previously on Jan 10, 2013
Upgraded to Ba2 (sf)

Issuer: RFMSI Series 2004-S8 Trust

Cl. A-4, Downgraded to Baa3 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Cl. A-9, Downgraded to Baa3 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Cl. A-10, Downgraded to Baa3 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Cl. A-11, Downgraded to Ba3 (sf); previously on Dec 3, 2012
Downgraded to Baa3 (sf)

Cl. A-P, Downgraded to Baa3 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Issuer: RFMSI Series 2005-S3 Trust

Cl. A-1, Downgraded to Ba3 (sf); previously on Apr 12, 2010
Upgraded to Ba1 (sf)

Cl. A-P, Downgraded to Ba3 (sf); previously on Apr 12, 2010
Upgraded to Ba1 (sf)

Issuer: RFMSI Series 2005-SA3 Trust

Cl. II-A-1, Downgraded to Caa1 (sf); previously on Jul 19, 2011
Confirmed at B2 (sf)

Cl. III-A, Downgraded to Caa1 (sf); previously on Jul 19, 2011
Confirmed at B3 (sf)

Cl. IV-A, Downgraded to Caa1 (sf); previously on Jul 19, 2011
Confirmed at B3 (sf)

Ratings Rationale:

The downgrades are a result of deteriorating performance and/or
structural features resulting in higher expected losses for the
bonds than previously anticipated. The upgrade is due to improved
collateral performance and faster than expected pay down of the
bond.


* Moody's Takes Action on $570MM of RMBS Issued 2003 to 2007
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and upgraded the ratings of 19 tranches backed by
Subprime RMBS loans, issued by various trusts.

Complete rating actions are as follows:

Issuer: Ameriquest Mortgage Securities Inc., Series 2004-R4

Cl. M-1, Downgraded to Ba1 (sf); previously on Apr 16, 2013
Upgraded to Baa1 (sf)

Issuer: Argent Securities Inc., Series 2003-W1

Cl. M-3, Downgraded to Ba1 (sf); previously on Mar 5, 2013
Downgraded to A3 (sf)

Issuer: BNC Mortgage Loan Trust 2007-3

Cl. A3, Upgraded to Ba1 (sf); previously on Aug 21, 2012 Upgraded
to B1 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-1

Cl. AF-4, Upgraded to Ba2 (sf); previously on Mar 12, 2013
Affirmed B1 (sf)

Cl. AF-5A, Upgraded to B1 (sf); previously on Mar 12, 2013
Upgraded to B3 (sf)

Cl. AF-5B, Upgraded to B1 (sf); previously on Mar 12, 2013
Upgraded to B3 (sf)

Underlying Rating: Upgraded to B1 (sf); previously on Mar 12, 2013
Upgraded to B3 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Cl. AF-6, Upgraded to Ba3 (sf); previously on Mar 12, 2013
Affirmed B2 (sf)

Cl. MV-3, Upgraded to Baa3 (sf); previously on Mar 12, 2013
Upgraded to Ba2 (sf)

Cl. MV-4, Upgraded to B1 (sf); previously on Mar 12, 2013 Upgraded
to Caa1 (sf)

Cl. MV-5, Upgraded to Ca (sf); previously on Mar 12, 2013 Affirmed
C (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-2

Cl. M-2, Upgraded to Baa2 (sf); previously on Mar 14, 2013
Upgraded to Ba1 (sf)

Cl. M-3, Upgraded to Ba3 (sf); previously on Mar 14, 2013 Upgraded
to B3 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-5

Cl. M-2, Upgraded to Baa2 (sf); previously on Mar 14, 2013
Upgraded to Ba1 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on Mar 14, 2013 Upgraded
to B2 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC4

Cl. M-3, Upgraded to Baa2 (sf); previously on Mar 14, 2013
Affirmed Baa3 (sf)

Cl. M-4, Upgraded to Ba1 (sf); previously on Mar 14, 2013 Upgraded
to B1 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2006-25

Cl. 2-A-2, Upgraded to Ba3 (sf); previously on Apr 14, 2010
Confirmed at B3 (sf)

Issuer: Encore Credit Receivables Trust 2005-2

Cl. M-2, Upgraded to Baa3 (sf); previously on Mar 12, 2013
Upgraded to Ba3 (sf)

Cl. M-3, Upgraded to B2 (sf); previously on Mar 12, 2013 Upgraded
to Caa2 (sf)

Issuer: Encore Credit Receivables Trust 2005-3

Cl. M-3, Upgraded to Ba3 (sf); previously on Mar 14, 2013 Affirmed
B3 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on Mar 14, 2013 Affirmed
Caa2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improved performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations. The downgrades are the result of
recent interest shortfalls on the bonds - Class M-1 from
Ameriquest 2004-R4 and Class M-3 from Argent 2003-W1 recently
missed their interest payments. Structural limitations in the
transactions prevent recoupment of the missed interests even if
funds are available in subsequent periods - missed interest
payments on these tranches can only be made up from excess
interest after the overcollateralization builds to the target
amounts. In these transactions since overcollateralization is
currently below target, the missed interest payments to these
tranches are unlikely to be paid.


* Moody's Takes Action on $82MM of Subprime RMBS Issued 2002-2004
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of eight
tranches and downgraded the ratings of four tranches from six
transactions, backed by subprime mortgage loans issued by various
RMBS trusts.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE2

Cl. M-3, Upgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to Caa3 (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Apr 16, 2012
Downgraded to C (sf)

Issuer: Chase Funding Loan Acquisition Trust 2004-OPT1

Cl. M-1, Downgraded to A1 (sf); previously on Apr 23, 2012
Downgraded to Aa2 (sf)

Cl. M-3, Downgraded to C (sf); previously on Apr 23, 2012
Downgraded to Ca (sf)

Issuer: Chase Funding Trust, Series 2002-2

Cl. IIM-1, Upgraded to B2 (sf); previously on Mar 7, 2011
Downgraded to Caa1 (sf)

Issuer: Chase Funding Trust, Series 2003-4

Cl. IIM-1, Upgraded to Ba3 (sf); previously on Apr 23, 2012
Confirmed at B2 (sf)

Cl. IIB, Upgraded to Caa2 (sf); previously on Apr 23, 2012
Upgraded to Ca (sf)

Issuer: Chase Funding Trust, Series 2003-6

Cl. IM-1, Downgraded to B3 (sf); previously on Apr 23, 2012
Confirmed at B1 (sf)

Cl. IM-2, Downgraded to Ca (sf); previously on Mar 7, 2011
Downgraded to Caa3 (sf)

Issuer: Chase Funding Trust, Series 2004-2

Cl. IA-4, Upgraded to Baa3 (sf); previously on Apr 10, 2012
Confirmed at Ba2 (sf)

Cl. IA-6, Upgraded to Baa1 (sf); previously on Apr 10, 2012
Confirmed at Ba1 (sf)

Cl. IM-1, Upgraded to Caa3 (sf); previously on Apr 10, 2012
Downgraded to C (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations. The downgrades are a result of
deteriorating performance and/or structural features resulting in
higher expected losses for the bonds than previously anticipated.


* S&P Withdraws Ratings on 36 Classes From 16 CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 36
classes of notes from eight collateralized loan obligation (CLO)
transactions, two collateralized debt obligation (CDO)
transactions backed by mezzanine structured finance assets, five
CDO transactions backed by commercial mortgage-backed securities,
and one collateralized bond obligation.

The rating withdrawals follow the complete paydown of the notes,
according to the trustee's note payment reports.

Whitney CLO I Ltd. and Wind River CLO I Ltd. redeemed their
classes in full after providing notice to us that the equity
holders directed optional redemptions.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

Ajax Two Ltd.
                            Rating
Class               To                 From
B                   NR                 A (sf)

Anthracite CDO I Ltd.
                            Rating
Class               To                 From
C                   NR                 BB+ (sf)
C-FL                NR                 BB+ (sf)

Aspen Funding I Ltd.
                            Rating
Class               To                 From
A-1L                NR                 BB+ (sf)

Crest Dartmouth Street 2003-1 Ltd.
                            Rating
Class               To                 From
C                   NR                 BB+ (sf)

Crest Exeter Street Solar 2004-1 Ltd.
                            Rating
Class               To                 From
A-1                 NR                 BBB+ (sf)/Watch Pos
A-2                 NR                 BBB+ (sf)/Watch Pos

GoldenTree Capital Solutions Fund Financing
                            Rating
Class               To                 From
Loan fac            NR                 AA (sf)

Katonah V Ltd.
                            Rating
Class               To                 From
C                   NR                 BBB+ (sf)

Landmark IV CDO Ltd.
                            Rating
Class               To                 From
B-2L                NR                 AA- (sf)

Newton CDO Ltd.
                            Rating
Class               To                 From
A-1                 NR                 BBB+ (sf)
A-2                 NR                 BBB+ (sf)

OHA Loan Funding 2012-1 Ltd.
                            Rating
Class               To                 From
X                   NR                 AAA (sf)

Pasadena CDO Ltd.
                            Rating
Class               To                 From
A                   NR                 BB+ (sf)

Race Point VII CLO Ltd.
                            Rating
Class               To                 From
X                   NR                 AAA (sf)

TIAA Real Estate CDO 2003-1 Ltd.
                            Rating
Class               To                 From
A-1MM               NR                 BBB+ (sf)/A-2/Watch Pos
B-1                 NR                 BB+ (sf)/Watch Pos
B-2                 NR                 BB+ (sf)/Watch Pos

WhiteHorse I Ltd.
                            Rating
Class               To                 From
A-3L                NR                 A (sf)
B-1L                NR                 BB- (sf)

Whitney CLO I Ltd.
                            Rating
Class               To                 From
A-1L                NR                 AAA (sf)
A-1LB               NR                 AAA (sf)
A-2F                NR                 AAA (sf)
A-2L                NR                 AAA (sf)
A-3L                NR                 AAA (sf)
B-1LA               NR                 A+ (sf)
B-1LB               NR                 BB (sf)

Wind River CLO I Ltd.
                            Rating
Class               To                 From
A-2                 NR                 AAA (sf)
Defer B-1           NR                 AAA (sf)
Defer B-2           NR                 AAA (sf)
Defer C-1           NR                 B+ (sf)
Defer C-2           NR                 B+ (sf)
Zero C-3            NR                 B+ (sf)
Defer D             NR                 CCC+ (sf)
Com ob III          NR                 BBB+ (sf)
Com obl V           NR                 AAA (sf)

NR-Not rated.


* S&P Withdraws 6 Ratings from 6 Basket Corporate-Backed Deals
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew six ratings from six
U.S. small basket corporate-backed transactions and seven ratings
from six cash flow collateralized debt obligation (CDO)
transactions.  S&P took these actions following the publication of
its criteria for rating debt based on imputed promises.

The six small basket corporate-backed transactions on which S&P
withdrew its ratings promise interest and principal payments based
on cash flows generated from the assets backing the securities.
However, the promise to pay principal and interest automatically
changes based on the outstanding principal balance of the
performing assets.  Therefore, the outstanding principal balance
of the security can amortize even if, for example, a supporting
asset defaults with no recoveries to pass through to investors.
Based on the newly published criteria, these instruments are not
ratable, because the promise to pay principal and interest are not
measurable, as it varies based on the performing asset balance.
When an instrument's promise to pay principal and interest is not
ratable, S&P cannot assign a rating to the instrument.

The seven cash flow CDO transactions on which S&P withdrew its
ratings are all residual tranches in their respective
transaction's capital structure.  All of these tranches have no
stated interest, and their payment of principal is subject to
residual payments at the bottom of each transaction's interest and
principal payment distribution.  Since the payment of principal is
not measurable and there is no stated interest, S&P cannot assign
a rating to the instrument according to its new criteria.

RATINGS WITHDRAWN

Aspen Funding I Ltd.
                                     Rating
Class                       To                   From
Preferred shares            NR                   CC (sf)

Crest 2003-1 Ltd.
                                     Rating
Class                       To                   From
Preferred shares            NR                   CC (sf)

Crest 2003-2 Ltd.
                                     Rating
Class                       To                   From
Preferred shares            NR                   CC (sf)

Dryden IX - Senior Loan Fund 2005 plc
                                     Rating
Class                       To                   From
Dollar fund                 NR                   BB+ (sf)
Euro fund                   NR                   BB+ (sf)

Gresham Street CDO Funding 2003-1 Ltd.
                                     Rating
Class                       To                   From
Preferred shares            NR                   CC (sf)

Select Notes Trust LT 2003-1
                                     Rating
Class                       To                   From
Certificates                NR                   BBB (sf)

Select Notes Trust LT 2003-2
                                     Rating
Class                       To                   From
Certificates                NR                   BBB (sf)

Select Notes Trust LT 2003-3
                                     Rating
Class                       To                   From
Certificates                NR                   BBB (sf)

Select Notes Trust Securities Long Term Trust Certificates 2003-4
                                     Rating
Class                       To                   From
Certificates                NR                   BBB (sf)

Select Notes Trust LT 2003-5
                                     Rating
Class                       To                   From
Certificates                NR                   BBB+ (sf)

Select Notes Trust LT 2004-1
                                     Rating
Class                       To                   From
Certificates                NR                   BBB+ (sf)

TIAA Real Estate CDO 2003-1 Ltd.
                                     Rating
Class                       To                   From
Preferred equity            NR                   CC (sf)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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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
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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                  *** End of Transmission ***