TCR_Public/131208.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, December 8, 2013, Vol. 17, No. 340

                            Headlines

1776 CLO I: S&P Affirms 'BB+' Rating on Class D Notes
APIDOS CLO XIV: S&P Affirms 'BB' Rating on Class E Notes
APIDOS CLO XVI: S&P Assigns Prelim. 'BB' Rating on Class D Notes
ATRIUM III: Moody's Hikes Rating on 2 Note Classes From 'Ba1'
ATRIUM IV: Moody's Raises Rating on 2 Note Classes to 'Ba1'

AVERY STREET: S&P Affirms 'BB' Rating on Class D Notes
BANC OF AMERICA 2007-2: S&P Cuts Rating on 3 Note Classes to D
BLACK DIAMOND 2005-1: S&P Raises Rating on Class E Notes to 'B+'
BLUEMOUNTAIN CLO 2013-4: S&P Assigns Prelim. BB Rating on E Notes
CGWF COMMERCIAL: S&P Assigns Prelim. BB- Rating on Class E Notes

CIFC FUNDING 2013-II: S&P Affirms 'BB-' Rating on Class B-2L Notes
CIT CLO I: S&P Raises Rating on Class E Notes to 'BB+'
COMM 2005-FL11: S&P Affirms 'B-' Rating on Class K Certificates
COMM 2012-CCRE5: Fitch Affirms 'BB' Rating on $21.3MM Notes
FAIRWAY LOAN: S&P Raises Rating on Class B-2L Notes to 'CCC+'

FM LEVERAGED: S&P Raises Rating on Class E Notes From 'BB'
FORT POINT I: Fitch Cuts Rating on $13.6MM Cl. B Notes to 'D'
GSC PARTNERS: S&P Affirms 'BB-' Rating on Class E Notes
HEDGED MUTUAL: S&P Affirms 'CCC' Rating on Class 2007-1 Notes
INSTITUTIONAL MORTGAGE 2013-4: Fitch Rates C$3.7MM Notes 'BBsf'

INWOOD PARK: S&P Affirms 'BB' Rating on Class E Notes
JP MORGAN 2000-C9: Fitch Hikes $3MM Notes Rating From 'BB+sf'
KATONAH IX: S&P Affirms 'B+' Rating on Class B-2L Notes
MAYPORT CLO: S&P Raises Rating on Class B-2L Notes to 'CCC+'
MORGAN STANLEY 2005-TOP17: Fitch Cuts Rating on $20.8MM Notes to B

RESIDENTIAL REINSURANCE 2013-II: S&P Rates Cl. 4 Notes 'BB-'
SCG TRUST 2013-SRP1: S&P Gives Prelim. 'BB-' Rating on Cl. E Certs
SILVER CREEK: S&P Raises Rating on 2 Note Classes to 'BB+'
SYMPHONY CLO I: S&P Raises Rating on Class D Notes to 'BB+'
TRALEE CLO II: S&P Affirms 'BB-' Rating on Class E Notes

UNISON GROUND: Fitch Affirms 'BB-sf' Rating on $31MM Notes
VENTURE VII: Moody's Affirms Ba2 Rating on $11MM Class E Notes
VNDO 2013-PENN: S&P Assigns Prelim. 'BB-' Rating on Class E Notes

* Fitch Takes Various Actions on 81 US Alt-A RMBS Re-REMIC Deals
* Fitch Takes Actions on 49 Classes in 4 US RMBS Transactions
* Moody's Cuts Ratings of $599 Million of Prime Jumbo RMBS
* Moody's Hikes Ratings on $450MM Subprime RMBS by Various Issuers
* Moody's Takes Action on $430MM Subprime RMBS Issued 2005-2007

* Moody's Ups Ratings on &158MM of Subprime RMBS Issued 2002-2004
* S&P Lowers 21 Ratings From 7 RMBS Re-REMIC Transactions
* S&P Lowers Ratings on 13 Classes From 10 RMBS Deals to 'D'
* S&P Lowers Ratings on Six Auction Pass-Through Transactions


                            *********


1776 CLO I: S&P Affirms 'BB+' Rating on Class D Notes
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A1, A2, B, and C notes from 1776 CLO I Ltd., a U.S. collateralized
loan obligation transaction (CLO) managed by On the Green LLC.  At
the same time, S&P affirmed its ratings on the class D and E
notes.  In addition, S&P removed all six of these ratings from
CreditWatch, where they were placed with positive implications on
Sept. 5, 2013.

The upgrades mainly reflect the increased credit support available
to the rated notes as the deal continues to amortize and pay down
the senior notes.  The affirmations reflect sufficient credit
support available to the notes at their current rating levels.

The transaction's reinvestment period ended in May 2012.  Since
then, it has paid down the senior notes significantly.  Since
S&P's last rating action in June 2012, the transaction has paid
down approximately $127.84 million to the class A1 and A2 notes.
Their note balances are now 63.11% of their original balance, down
from 100% as of our June 2012 rating actions.

The note paydowns have increased the transaction's
overcollateralization (O/C) ratios.  According to the November
2013 monthly trustee report, the O/C ratios increased for each
class of notes as follows:

   -- The class B O/C ratio is 144.10%, up from 130.62% in the
      June 2012 trustee report that we used for our June 2012
      analysis.

   -- The class C O/C ratio is 130.75%, up from 121.95% in June
      2012.

   -- The class D O/C ratio is 116.55%, up from 112.17% in June
      2012.

   -- The class E O/C ratio is 110.95%, up from 108.14% in June
      2012.

Since S&P's June 2012 rating actions, the transaction's exposure
to long-dated assets (assets maturing after the stated maturity of
the CLO) has increased.  According to the November 2013 trustee
report, the balance of long-dated assets is 7.10% of the
portfolio, up from 3.5% at the time of the June 2012 rating
actions.  This exposes the transaction to market-value risk if the
assets need to be sold at or near the maturity of the transaction.
The transaction is currently failing the weighted average maturity
test.

The affirmations of the class D and E notes were driven by the
largest obligor default test, one of the two supplemental tests
S&P introduced as part of its revised corporate collateralized
debt obligation criteria published in 2009.

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

RATING ACTIONS

1776 CLO I Ltd.

                 Rating
Class        To           From
A1           AAA (sf)     AA+ (sf)/Watch Pos
A2           AAA (sf)     AA+ (sf)/Watch Pos
B            AA+ (sf)     AA (sf)/Watch Pos
C            A+ (sf)      A (sf)/Watch Pos
D            BB+ (sf)     BB+ (sf)/Watch Pos
E            B+ (sf)      B+ (sf)/Watch Pos

TRANSACTION INFORMATION

Issuer:              1776 CLO I Ltd.
Co-issuer:           1776 CLO I Corp.
Collateral manager:  On the Green LLC
Trustee:             The Bank of New York Mellon
Transaction type:    Cash flow CLO


APIDOS CLO XIV: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Apidos
CLO XIV/Apidos CLO XIV LLC's $565.0 million floating- and fixed-
rate notes following the transaction's effective date as of
Sept. 18, 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.

RATINGS AFFIRMED

Apidos CLO XIV/Apidos CLO XIV LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     375.00
B-1                        AA (sf)                       80.00
B-2                        AA (sf)                       10.00
C-1 (deferrable)           A (sf)                        11.00
C-2 (deferrable)           A (sf)                        20.00
D (deferrable)             BBB (sf)                      32.00
E (deferrable)             BB (sf)                       27.00
F (deferrable)             B (sf)                        10.00


APIDOS CLO XVI: S&P Assigns Prelim. 'BB' Rating on Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Apidos CLO XVI/Apidos CLO XVI LLC's $571 million fixed-
and floating-rate notes.

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

The preliminary ratings are based on information as of Dec. 2,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.239%-13.839%.

   -- 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.

PRELIMINARY RATINGS ASSIGNED

Apidos CLO XVI/Apidos CLO XVI LLC

                      Preliminary       Preliminary
Class                 rating        amount (mil. $)
X                     AAA (sf)                 3.75
A-1                   AAA (sf)               383.00
A-2A                  AA (sf)                 34.50
A-2B                  AA (sf)                 30.00
B                     A (sf)                  46.00
C (deferrable)        BBB (sf)                31.25
D (deferrable)        BB (sf)                 27.50
E (deferrable)        B (sf)                  15.00
Subordinated notes    NR                      54.00

NR-Not rated.


ATRIUM III: Moody's Hikes Rating on 2 Note Classes From 'Ba1'
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Atrium III:

U.S.$16,500,000 Class C Floating Rate Notes Due October 27, 2016,
Upgraded to Aa3 (sf); previously on August 7, 2013 Upgraded to A1
(sf);

U.S.$6,000,000 Class D-1 Floating Rate Notes Due October 27, 2016,
Upgraded to Baa3 (sf); previously on August 7, 2013 Upgraded to
Ba1 (sf);

U.S.$5,000,000 Class D-2 Fixed Rate Notes Due October 27, 2016,
Upgraded to Baa3 (sf); previously on August 7, 2013 Upgraded to
Ba1 (sf).

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

U.S. $373,000,000 Class A-1 Floating Rate Notes Due October 27,
2016 (current outstanding balance of $ 19,846,988), Affirmed Aaa
(sf); previously on August 7, 2013 Affirmed Aaa (sf);

U.S. $13,000,000 Class A-2a Floating Rate Notes Due October 27,
2016, Affirmed Aaa (sf); previously on August 7, 2013 Affirmed Aaa
(sf);

U.S. $13,500,000 Class A-2b Fixed Rate Notes Due October 27, 2016,
Affirmed Aaa (sf); previously on August 7, 2013 Affirmed Aaa (sf);

U.S.$31,750,000 Class B Deferrable Floating Rate Notes Due October
27, 2016, Affirmed Aaa (sf); previously on August 7, 2013 Upgraded
to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2013. Moody's notes that the Class A-1
Notes have been paid down by approximately 51% or $20.8 million
since the last rating action. Based on the latest trustee report
dated November 20, 2013, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 273.7%, 173.8%,
146.0%, 132.0%, respectively, versus June 2013 levels of 243.3%,
165.2%, 141.5%, 129.2%, respectively. The November 2013 trustee
overcollateralization ratios do not reflect the November 27, 2013
payment of $8.9 million to Class A-1 Notes.

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 November 2013 trustee report, securities
that mature after the maturity date of the notes currently make up
approximately 56.2% of the underlying portfolio. These investments
potentially expose the notes, particularly the Class C Notes,
Class D-1 Notes and Class D-2 Notes, to market risk in the event
of liquidation at the time of the notes' maturity. However,
Moody's believes that market risk is partially mitigated by the
fact that these long dated investments are fairly liquid assets.

Atrium III, issued in October 2004, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

Factors that would lead to an upgrade or downgrade of the rating

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


ATRIUM IV: Moody's Raises Rating on 2 Note Classes to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Atrium IV:

U.S. $35,000,000 Class B Deferrable Floating Rate Notes Due 2019,
Upgraded to Aaa (sf); previously on June 7, 2013 Upgraded to Aa2
(sf);

U.S. $27,500,000 Class C Floating Rate Notes Due 2019, Upgraded to
A3 (sf); previously on June 7, 2013 Upgraded to Baa2 (sf);

U.S. $8,000,000 Class D-1 Floating Rate Notes Due 2019, Upgraded
to Ba1 (sf); previously on June 7, 2013 Upgraded to Ba2 (sf);

U.S. $3,500,000 Class D-2 Fixed Rate Notes Due 2019, Upgraded to
Ba1 (sf); previously on June 7, 2013 Upgraded to Ba2 (sf).

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

U.S. $387,000,000 Class A1-a Floating Rate Notes Due 2019 (current
balance of $119,016,562), Affirmed Aaa (sf); previously on June 7,
2013 Affirmed Aaa (sf);

U.S. $7,000,000 Class A1-b Fixed Rate Notes Due 2019 (current
balance of $2,152,754), Affirmed Aaa (sf); previously on June 7,
2013 Affirmed Aaa (sf);

U.S. $100,000,000 Class A-2 Delayed Draw Floating Rate Notes Due
2019 (current balance of $ 30,753,634), Affirmed Aaa (sf);
previously on June 7, 2013 Affirmed Aaa (sf);

U.S. $28,000,000 Class A-3 Deferrable Floating Rate Notes Due
2019, Affirmed Aaa (sf); previously on June 7, 2013 Upgraded to
Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in June 2013. Moody's notes that the Class A-1a
Notes, Class A-1b Notes and Class A-2 Notes have been paid down by
approximately 36% or $84.4 million since the last rating action.
Based on the latest trustee report dated October 25, 2013, the
Class A, Class B, Class C and Class D overcollateralization ratios
are reported at 166.0%, 139.0%, 123.2%, 117.6%, respectively,
versus May 2013 levels of 144.30%, 127.43%, 116.70% and 112.74%,
respectively.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculation, securities that mature
after the maturity date of the notes currently make up
approximately 17% of the underlying portfolio. These investments
potentially expose the notes, particularly the Class C Notes,
Class D-1 Notes and Class D-2 Notes, to market risk in the event
of liquidation at the time of the notes' maturity.

Atrium IV, issued in June 2005, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

Factors that would lead to an upgrade or downgrade of the rating

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.


AVERY STREET: S&P Affirms 'BB' Rating on Class D Notes
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Avery Street CLO Ltd., a collateralized loan
obligation (CLO) transaction managed by Feingold O'Keeffe Capital
LLC.  At the same time, S&P affirmed its ratings on two classes,
and it removed its ratings on six classes of notes from
CreditWatch, where it placed them with positive implications on
Sept. 5, 2013.

The rating actions follow S&P's review of the transaction's
performance using data from the Oct. 4, 2013 trustee report.

S&P raised the ratings primarily because of substantial pro rata
paydowns to the class A and A-2 notes since its May 2012 rating
actions, for which it referenced the May 10, 2012 trustee report.
The affirmed ratings reflect S&P's belief that the credit support
available is commensurate with the current rating levels.

The transaction exited its reinvestment period in April 2012 and
has paid down $101.82 million on the class A and A-2 notes, pro
rata, over the time since S&P's last rating actions.  As a result,
the transaction has seen improvement in all overcollateralization
tests for the transaction.  According to the Oct. 4, 2013 trustee
report, the overcollateralization ratio on the senior notes has
increased to 129.27% from 118.88% in May 2012.  The trustee report
currently shows that the class A and A-2 notes have 52.30% of
their original outstanding balance remaining.

In addition, the amount of 'CCC' rated collateral in the
transaction's portfolio decreased over the time since S&P's last
rating actions.  According to the October 2013 trustee report, the
transaction held $10.10 million in 'CCC' rated collateral, down
from $13.39 million in May 2012.

The ratings on the class C and E notes are driven by the
application of the largest obligor default test, a supplemental
stress test S&P introduced as part of its September 2009 corporate
criteria update.

The transaction is exposed to long-dated assets.  According to the
October 2013 trustee report, approximately 10% of the portfolio is
listed as having a final maturity date after the stated maturity
of the CLO.  S&P's analysis accounted for the potential market
value and/or settlement-related risk arising from the remaining
securities' potential liquidation on the legal final maturity date
of the transaction.

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

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

RATINGS ACTIONS

Avery Street CLO Ltd.

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


BANC OF AMERICA 2007-2: S&P Cuts Rating on 3 Note Classes to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Trust 2007-2, a U.S. commercial
mortgage-backed securities (CMBS) transaction.  At the same time,
S&P affirmed its ratings on eight other classes from the same
transaction, including the 'AAA (sf)' rating on the class XW
interest-only (IO) certificates.

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

S&P lowered its ratings on the class A-J and A-JFL certificates to
'CCC (sf)', and the class B certificates to 'CCC- (sf)', to
reflect accumulated interest shortfalls currently outstanding for
seven months on classes A-J and A-JFL and 11 months on class B.
If these classes continue to experience interest shortfalls in the
near term, S&P may further lower its ratings on these classes to
'D (sf)'.  The downgrades on the class C, D, and E certificates to
'D (sf)' reflect the accumulated interest shortfalls currently
outstanding for 15, 19, and 21 months, respectively, and S&P's
expectation that the interest shortfalls will remain outstanding
for the foreseeable future.

As of the Nov. 12, 2013, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $1.27 million,
primarily due to interest rate modifications on five loans
totaling $627,610 and interest adjustments of $535,195.  The
current monthly interest shortfalls affected all classes
subordinate to and including classes A-J and A-JFL.

The affirmations on the principal and interest certificates
reflect S&P's expectation that the available credit enhancement
for these classes will be within its estimate of the necessary
credit enhancement required for the current ratings.  The affirmed
ratings also reflect S&P's analysis of the credit characteristics
and performance of the remaining assets, transaction structure,
and liquidity support available to the classes.  S&P's analysis
also considered the magnitude of assets with the special servicer
(22 assets, $316.0 million; 16.3%) and loans on the master
servicer's watchlist (26 loans, $189.0 million, 9.7%), as well as
the concentration of retail properties securing loans that serve
as collateral for the transaction.  Currently 56 loans or 45.6% of
the trust balance are secured by retail properties, five
($424.6 million, 21.8%) of which are top 10 loans

The affirmation of S&P's 'AAA (sf)' rating on the class XW IO
certificates reflects its current criteria for rating IO
securities.

RATINGS LOWERED

Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates

                    Rating
Class          To           From               Credit
                                      enhancement (%)
A-J            CCC (sf)     B- (sf)             11.59
A-JFL          CCC (sf)     B- (sf)             11.59
B              CCC- (sf)    B- (sf)             10.77
C              D (sf)       CCC- (sf)            8.33
D              D (sf)       CCC- (sf)            6.70
E              D (sf)       CCC- (sf)            5.88

RATINGS AFFIRMED

Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates

Class             Rating                       Credit
                                      enhancement (%)
A-2               AAA (sf)                      40.93
A-2FL             AAA (sf)                      40.93
A-3               AAA (sf                       40.93
A-AB              AAA (sf)                      40.93
A-4               A+ (sf)                       40.93
A-1A              A+ (sf)                       40.93
A-M               BBB- (sf)                     24.63
XW                AAA (sf)                        N/A

N/A-Not applicable.


BLACK DIAMOND 2005-1: S&P Raises Rating on Class E Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D-1, D-2, and E notes from Black Diamond CLO 2005-1 Ltd., a
U.S. collateralized loan obligation transaction managed by Black
Diamond Capital Management LLC, and removed them from CreditWatch
with positive implications.  At the same time S&P affirmed its
'AAA (sf)' ratings on the class A-1, A-1A, and A-1B notes.

The upgrades on the class B, C, D-1, D-2, and E notes mainly
reflect paydowns to the class A-1 and A-1A notes and a subsequent
increase in the overcollateralization (O/C) available to support
all of the notes since S&P's January 2012 rating actions.  Since
then, the transaction has paid down the class A-1 and A-1A notes
by approximately $304.0 and $176.3 million, respectively.  These
paydowns have left the class A-1 and A-1A notes at 29.01% and
11.26% of their original balances, respectively.  Although the
transaction is no longer in its reinvestment period, it allows for
reinvestment of credit risk, credit-improved, and prepaid
collateral proceeds after the reinvestment period as long as
certain conditions are met.  Though a relatively large amount of
these proceeds have been, and are currently being, allocated for
reinvestment, S&P don't expect this to continue much longer as it
becomes more difficult to meet the conditions for reinvestment,
partly because of the shortening life of the transaction.

S&P's analysis accounts for Black Diamond CLO 2005-1 Ltd.'s
notable amount of long-dated assets (underlying securities that
mature after the transaction's stated maturity).  Based on the
November 2013 trustee report, the long-dated assets constituted
8.71% of the underlying portfolio.  S&P's analysis factored in the
potential market value or settlement-related risk arising from the
remaining securities' potential liquidation on the transaction's
legal final maturity date.

In addition, the upgrades also reflect an improvement in the O/C
available to support all of the notes, primarily because of the
aforementioned paydowns.  The trustee reported the following O/C
ratios in the November 2013 monthly report:

   -- The class A/B O/C ratio was 179.60%, compared with 129.51%
      in November 2011;

   -- The class C O/C ratio was 142.89%, compared with 118.49% in
      November 2011;

   -- The class D O/C ratio was 119.52%, compared with 109.57% in
      November 2011; and

   -- The class E O/C ratio was 110.10%, compared with 105.42% in
      November 2011.

S&P affirmed its ratings on the class A-1, A-1A, and A-1B notes to
reflect the available credit support consistent with the current
rating levels.

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Black Diamond CLO 2005-1 Ltd.

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

RATINGS AFFIRMED

Black Diamond CLO 2005-1 Ltd.

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

TRANSACTION INFORMATION
Issuer:             Black Diamond CLO 2005-1 Ltd.
Co-issuer:          Black Diamond CLO 2005-1 (Delaware) Corp.
Collateral manager: Black Diamond Capital Management LLC
Underwriter:        Bear Stearns Cos. LLC
Trustee:            U.S. Bank N.A.
Transaction type:   Cash flow CLO

CLO-Collateralized loan obligation.


BLUEMOUNTAIN CLO 2013-4: S&P Assigns Prelim. BB Rating on E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BlueMountain CLO 2013-4 Ltd./BlueMountain CLO 2013-4
LLC's $378.00 million floating-rate notes.

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

The preliminary ratings are based on information as of Dec. 2,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.2386%- 12.5769%.

   -- 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, during the reinvestment period, will lead
      to the reclassification of principal proceeds of up to 50%
      of the excess interest proceeds that are available before
      paying uncapped administrative expenses and fees, hedge
      payments, incentive management fees, and subordinate note
      payments.

PRELIMINARY RATINGS ASSIGNED

BlueMountain CLO 2013-4 Ltd./BlueMountain CLO 2013-4 LLC

Class                Rating                 Amount
                                          (mil. $)
A                    AAA (sf)               250.30
B-1                  AA (sf)                 44.00
C (deferrable)       A (sf)                  34.50
D (deferrable)       BBB (sf)                20.40
E (deferrable)       BB (sf)                 16.90
F (deferrable)       B (sf)                  11.90
Subordinated notes   NR                      31.80

NR-Not rated.


CGWF COMMERCIAL: S&P Assigns Prelim. BB- Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CGWF Commercial Mortgage Trust 2013-RKWH's
$295.00 million commercial mortgage pass-through certificates.

The certificate issuance is a commercial mortgage-backed
securities (CMBS) transaction backed by one two-year, interest-
only floating rate commercial mortgage loan, with three successive
one-year extension options, evidenced by two pari passu
componentized promissory notes ($191.75 million note A-1 and
$103.25 million note A-2) totaling $295.0 million.

The preliminary ratings are based on information as of Dec. 3,
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 collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure, among other factors.

PRELIMINARY RATINGS ASSIGNED

CGWF Commercial Mortgage Trust 2013-RKWH

Class            Rating                 Amount
                                      (mil. $)
A-1              AAA (sf)           59,000,000
A-2              AAA (sf)           41,000,000
X-CP             A- (sf)        128,052,000(i)
X-NCP(ii)        A- (sf)        128,052,000(i)
B                AA-(sf)            55,438,000
C                A- (sf)            31,614,000
D                BBB- (sf)          41,776,000
E                BB- (sf)           66,172,000

(i) Notional balance.
(ii) Non-offered certificates


CIFC FUNDING 2013-II: S&P Affirms 'BB-' Rating on Class B-2L Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on CIFC
Funding 2013-II Ltd./CIFC Funding 2013-II LLC's $593.25 million
fixed- and floating-rate notes following the transaction's
effective date.  Although the transaction declared its effective
date as Aug. 7, 2013, this effective date analysis was based on
information as of Nov. 14, 2013, which was provided to S&P in the
Nov. 5, 2013, trustee report and certain additional sources.

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

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

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

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

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

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

RATINGS AFFIRMED

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

Class                      Rating                       Amount
                                                       (mil. $)
X                          AAA (sf)                       2.50
A-1L                       AAA (sf)                     387.50
A-2L                       AA (sf)                       65.00
A-2F                       AA (sf)                       14.00
A-3L                       A (sf)                        52.75
B-1L                       BBB (sf)                      33.00
B-2L                       BB- (sf)                      30.75
B-3L                       B (sf)                         7.75


CIT CLO I: S&P Raises Rating on Class E Notes to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, D, and E notes from CIT CLO I Ltd., a U.S. collateralized
loan obligation (CLO) managed by CIT Asset Management LLC, and
removed them from CreditWatch, where we placed them with positive
implications on Sept. 5, 2013.

The rating actions follow S&P's review of the transaction's
performance using data from the Oct. 29, 2013, trustee report.

The upgrades are driven primarily by substantial paydowns to the
class A notes since our May 2012 rating actions.

The transaction exited its reinvestment period in June 2013.  Over
the period of time since S&P's last rating actions, for which it
referenced the March 2012 trustee report, $164.77 million was paid
down to the class A notes.  This led to an improvement in all
overcollateralization tests in the transaction, which results in
increased credit support to the rated notes.  According to the
trustee report, the class A notes are currently at 53.32% of their
original outstanding balance.

In addition, the amount of 'CCC' rated collateral and the amount
of defaulted obligations held in the transaction's asset portfolio
decreased since S&P's last rating action.  According to the
October 2013 trustee report, the transaction held $16.31 million
in 'CCC' rated collateral, down from the $28.00 million noted in
the March 2012 trustee report.  Also, as of the October 2013
trustee report, the transaction does not hold any defaulted
underlying collateral obligations, down from the $3.57 million
noted in the March 2012 trustee report.

The rating on the class D notes is driven by the application of
both the largest obligor default test and the largest industry
default test, which are supplemental stress tests S&P introduced
as part of its 2009 corporate criteria update.

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

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

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Class
                      March 2012    October 2013
                          Notional balance (mil. $)
A                         353.00          188.23
B                          29.00           29.00
C                          36.40           36.40
D                          24.00           24.00
E                          25.00           25.00
                         Weighted average spread (%)
                            3.69            3.13

                             Coverage tests (%)
A/B O/C                   128.77          150.81
C O/C                     117.57          129.17
D O/C                     111.19          118.00
E O/C                     105.24          108.26
A/B I/C                   717.21          983.48
C I/C                     601.95          703.44
D I/C                     511.06          525.88
E I/C                     379.11          326.00

O/C-Overcollateralization test.
I/C-Interest coverage test.

RATING AND CREDITWATCH ACTIONS

CIT CLO I Ltd.

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


COMM 2005-FL11: S&P Affirms 'B-' Rating on Class K Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-(sf)' rating on
the class K commercial mortgage pass-through certificates from
COMM 2005-FL11, a U.S. commercial mortgage-backed securities
(CMBS) transaction.

The affirmation follows S&P's analysis of the transaction, which
included its revaluation of the sole remaining real estate-owned
(REO) DDR/Macquarie Mervyn's Portfolio asset in the pool trust,
which is with the special servicer; the deal structure; and
liquidity available to the trust.  S&P also considered the reduced
liquidity available to the class K certificates as well as the
class' susceptibility to interest shortfalls because the special
servicer-reported 2013 appraisal values are below the asset's
total exposure.  In addition, based on information provided to S&P
by the special servicer, it anticipates a moderate loss upon the
eventual resolution of this REO asset.

As of the Nov. 15, 2013, trustee remittance report, the pool trust
consisted of the REO DDR/Macquarie Mervyn's Portfolio asset
indexed to one-month LIBOR.  The one-month LIBOR rate was 0.174%,
according to the November 2013 trustee remittance report.  The
DDR/Macquarie Mervyn's Portfolio REO asset has a total balance of
$153.4 million that is divided into three pari passu pieces, of
which $11.4 million is included in the pool trust.  A
$71.0 million pari passu piece and a $71.0 million pari passu
piece are included in GE Commercial Mortgage Corp.'s series 2005-
C4 and GMAC Commercial Mortgage Securities Inc. Series 2006-C1
Trust, respectively, both of which are U.S. CMBS transactions.
The asset currently consists of 17 retail buildings totaling
1,271,185-sq.-ft. in California and Arizona.  The loan was
transferred to the special servicer, CWCapital Asset management
LLC (CWCapital), on Oct. 22, 2008, after the former sole tenant at
the retail buildings, Mervyn's, filed for bankruptcy.  The loan
matured on Oct. 1, 2010, and the properties became REO on Oct. 4,
2012.  According to CWCapital, the overall strategy is to continue
leasing efforts at the remaining properties.  The overall
occupancy for the remaining 17 retail properties was 73.0% as of
October 2013.  Based on the July 2013 appraisal values provided by
CWCapital, S&P expects a moderate loss upon the eventual
resolution of this asset.

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


COMM 2012-CCRE5: Fitch Affirms 'BB' Rating on $21.3MM Notes
-----------------------------------------------------------
Fitch Ratings has affirmed 15 classes of Deutsche Bank Securities,
Inc.'s COMM 2012-CCRE5 commercial mortgage pass-through
certificates.

Key Rating Drivers:

Fitch's affirmations are based on the stable performance of the
underlying collateral pool. There have been no delinquent or
specially serviced loans since issuance. Fitch reviewed the most
recently available quarterly financial performance of the pool as
well as updated rent rolls for the top 15 loans, which represent
61.5% of the transaction.

As of the November 2013 distribution date, the pool's aggregate
principal balance has been reduced by 0.9% to $1.33 billion from
$1.34 billion at issuance.

Rating Sensitivity:

All classes maintain Stable Rating Outlooks. No rating actions are
expected unless there are material changes to property occupancies
or cash flows, delinquencies, or loans transferred to special
servicing. The pool has maintained performance consistent with
issuance. Additional information on rating sensitivity is
available in the report 'COMM 2012-CCRE5 (US CMBS)' (Dec. 4,
2012).

The largest loan in the pool is secured by two adjacent retail
properties totaling 1,729,853 million square foot (sf) located
Victor, NY (8% of the pool). The retail properties consist of a
1.37 million sf regional mall and a 341,871 sf power center. The
mall is anchored by Regal Cinemas, JCPenny, Lord & Taylor, Macy's,
Sears, and a Von Maur store. The power center is anchored by
Target and Home Depot. The properties were a combined 97% leased
at securitization.

The second largest loan in the pool is secured by a 66,833 sf
portion of a 110,000 sf retail center located along the Las Vegas
strip (6.6% of the pool). The largest tenants at the property are
Goretorium (22.1%), Bubba Gump Shrimp Company (19.1%), and Twin
Peaks (17.7%). However, Goretorium filed for bankruptcy in July
2013 and closed in October 2013. At issuance, Fitch stressed the
rents on this tenant and Twin Peaks by 25% to account for the
unproven track record of the property. Additionally, Fitch
stressed the most recent cash flow to reflect the loss of this
tenant.

Fitch affirms the following classes:

-- $72.8 million class A-1 at 'AAAsf'; Outlook Stable;
-- $159.8 million class A-2 at 'AAAsf'; Outlook Stable;
-- $90.9 million class A-SB at 'AAAsf'; Outlook Stable;
-- $100 million class A-3 at 'AAAsf'; Outlook Stable;
-- $357.6 million class A-4 at 'AAAsf'; Outlook Stable;
-- $904.3 million class X-A at 'AAAsf'; Outlook Stable;
-- $52.4 million class X-B at 'AAsf'; Outlook Stable;
-- $123.3 million class A-M at 'AAAsf'; Outlook Stable;
-- $52.4 million class B at 'AAsf'; Outlook Stable;
-- $211.1 million class PEZ at 'Asf'; Outlook Stable;
-- $35.4 million class C at 'Asf'; Outlook Stable;
-- $22.7 million class D at 'BBB+sf'; Outlook Stable;
-- $32.6 million class E at 'BBB-sf'; Outlook Stable;
-- $21.3 million class F at 'BBsf'; Outlook Stable;
-- $18.4 million class G at 'Bsf'; Outlook Stable.

Fitch does not rate the $34,010,559 class H.

The class A-M, B, and C certificates may be exchanged for the
class PEZ certificates, and the class PEZ certificates may be
exchanged for the class A-M, B, and C certificates. Fitch rates
the class PEZ equivalent to the first loss of the lowest rated
class C exchangeable certificates.


FAIRWAY LOAN: S&P Raises Rating on Class B-2L Notes to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L, A-3L, B-1L, and B-2L notes from Fairway Loan Funding Co. and
removed the class A-2L, A-3L, and B-1L notes from CreditWatch with
positive implications, where they were placed on Sept. 5, 2013.
At the same time, S&P affirmed its ratings on the class A-1L,
A-1LV, and C-6 notes.  Fairway Loan Funding Co. is a
collateralized loan obligation transaction managed by Pacific
Investment Management Co. LLC.

The transaction's reinvestment period ended in October 2012 and
the class A-3L and B-1L notes were upgraded in March 2013.  Since
S&P's March 2013 rating actions, the class A-1L and A-1LV notes
have combined to pay down over $287.5 million.  The upgrades
reflect the paydowns to the class A-1L and A-1LV notes, which have
helped create additional support for the subordinate notes.  The
improvements are also evident in the transaction's increased
overcollateralization ratios since our March 2013 rating actions.

The rating actions on the class B-1L and B-2L notes were driven by
the application of the largest obligor test, a supplemental stress
test S&P introduced as part of its corporate collateralized debt
obligation criteria update.

The affirmations of the class A-1L and A-1LV notes reflect the
sufficient credit support available to the notes at the current
rating level.  The class C-6 notes are backed by a U.S. Treasury
principal strip.

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

RATING AND CREDITWATCH ACTIONS

Fairway Loan Funding Co.

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

RATINGS AFFIRMED

Fairway Loan Funding Co.

Class         Rating
A-1L          AAA (sf)
A-1LV         AAA (sf)
C-6           A+ (sf)


FM LEVERAGED: S&P Raises Rating on Class E Notes From 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E notes from FM Leveraged Capital Fund II, a
collateralized loan obligation (CLO) transaction managed by GSO
Capital Partners LP, and removed them from CreditWatch with
positive implications.

The rating upgrades on the class C, D, and E notes reflect an
increase in overcollateralization (O/C) following complete
paydowns to the class A-1, A-2, and B notes.  The transaction
commenced paying down the class C notes in August 2013.  On
Nov. 15, 2013, the most recent payment date, the class C notes
received $10.4 million of principal paydown, which reduced its
outstanding balance to 33% of its original balance.

After the paydowns, the O/C available to support the notes
improved significantly.  The trustee reported the following O/C
ratios in the November 2013 monthly report:

   -- The class C O/C ratio was 375.23%, up from a reported ratio
      of 125.85% in February 2013.

   -- The class D O/C ratio was 184.71%, up from a reported ratio
      of 114.97% in February 2013.

   -- The class E O/C ratio was 126.38%, up from a reported ratio
      of 106.59% in February 2013.

The rating on the class E notes is driven by the largest obligor
test.  S&P introduced this supplemental stress test as part of its
corporate collateralized debt obligation criteria update.

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

RATING AND CREDITWATCH ACTIONS

FM Leveraged Capital Fund II
                     Rating
Class           To           From
C               AAA (sf)     AA+ (sf)/Watch Pos
D               AAA (sf)     A+ (sf)/Watch Pos
E               BBB+ (sf)    BB (sf)/Watch Pos


FORT POINT I: Fitch Cuts Rating on $13.6MM Cl. B Notes to 'D'
-------------------------------------------------------------
Fitch Ratings has taken various ratings actions on the following
notes issued by Fort Point CDO I, Ltd. (Fort Point I):

-- Class A-1 notes marked as 'PIF';
-- $33,942,866 class A-2a notes affirmed at 'Dsf' and withdrawn;
-- $13,785,739 class A-2b notes affirmed at 'Dsf' and withdrawn;
-- $14,553,899 class A-3a notes affirmed at 'Dsf' and withdrawn;
-- $14,035,800 class A-3b notes affirmed at 'Dsf' and withdrawn;
-- $13,637,336 class B notes downgraded to 'Dsf' from 'Csf'
     and withdrawn;
-- $14,623,632 class C notes downgraded to 'Dsf' from 'Csf'
     and withdrawn.

Key Rating Drivers:

These rating actions are due to the insufficient liquidation
proceeds to pay in full the outstanding balance of class A-2, A-3,
B, and C notes.

Fort Point I entered an Event of Default on Oct. 6, 2009 after the
class A overcollateralization ratio fell below 100%. Following
direction from the controlling class, a notice of liquidation was
subsequently issued on Sept. 25, 2013.

Liquidation proceeds distributed on the final payment date of Nov.
25, 2013 were sufficient to pay the class A-1 principal balance of
$51.3 million in full. Remaining collections were distributed as a
partial interest payment to the class A-2a and A-2b notes.
Consequently, no funds were available to repay the principal on
any other class of notes.

Fort Point I was a structured finance collateralized debt
obligation (SF CDO), which closed in October 2002. At the time of
liquidation, the underlying portfolio consisted of residential
mortgage backed securities (70.1%), commercial mortgage backed
securities (12.3%), SF CDOs (7.6%), commercial asset backed
securities (6.3%), and corporate CDOs (3.7%).


GSC PARTNERS: S&P Affirms 'BB-' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from GSC Partners CDO Fund VII Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by GSC
Acquisition Holdings LLC.  At the same time, S&P removed its
ratings on the class C, D, and E notes from CreditWatch, where S&P
had placed them with positive implications on Sept. 5, 2013.  In
addition, S&P affirmed its ratings on the class B and E notes.

The upgrades mainly reflect paydowns to the class A-1, A-2, and B
notes, and a subsequent increase in the overcollateralization
(O/C) available to support the notes since S&P's September 2012
rating actions.  Since then, the transaction has paid down the
class A-1 and A-2 notes in full, and has paid down the class B
notes by approximately $14.9 million.  These paydowns have left
the class B notes at 67.24% of their original balance.  Although
the transaction is no longer in its reinvestment period, it allows
for reinvestment of credit risk, credit-improved, and prepaid
collateral proceeds after the reinvestment period as long as
certain conditions are met.  Although some of these proceeds have
been, and are currently being, allocated for reinvestment, S&P
don't expect the practice to continue much longer as it becomes
more difficult to meet the conditions that allow for such
reinvestment, partially due to the shortening life of the
transaction.

Additionally, the upgrades reflect an improvement in the O/C
available to support the notes, primarily stemming from the
aforementioned paydowns.  The trustee reported the following O/C
ratios in the October 2013 monthly report:

   -- The class A/B O/C ratio was 303.18%, compared with a
      reported ratio of 137.27% in July 2012;

   -- The class C O/C ratio was 176.57%, compared with a reported
      ratio of 122.55% in July 2012;

   -- The class D O/C ratio was 134.54%, compared with a reported
      ratio of 113.44% in July 2012; and

   -- The class E O/C ratio was 112.61%, compared with a reported
      ratio of 106.94% in July 2012.

The application of the largest obligor default test--a
supplemental stress test S&P introduced as part of its 2009
criteria update--affected the ratings on the class C and D notes.

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

RATING AND CREDITWATCH ACTIONS

GSC Partners CDO Fund VII Ltd.

                   Rating
Class        To           From

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

TRANSACTION INFORMATION
Issuer:             GSC Partners CDO Fund VII Ltd.
Co-issuer:          GSC Partners CDO Fund VII Corp.
Collateral manager: GSC Acquisition Holdings LLC
Underwriter:        Bank of America Corp.
Trustee:            U.S. Bank National Association
Transaction type:   Cash flow CLO


HEDGED MUTUAL: S&P Affirms 'CCC' Rating on Class 2007-1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Hedged
Mutual Fund Fee Trust 2006-4's notes to 'A (sf)' from 'BBB- (sf)'
and removed the rating from CreditWatch with positive
implications.  At the same time, S&P affirmed its 'CCC (sf)'
rating on Hedged Mutual Fund Fee Trust 2007-1's notes.

S&P's upgrade of the series 2006-4 notes reflects a consistent
report of zero estimated default frequency and loss severity in
the model outputs.  The series is at a 2.15% class factor and has
experienced consistent net asset value in the underlying funds for
more than 18 months.  The securitization has continued to pay down
principal at approximately $460,000 monthly.  At the current
amount, the series will pay in full within five months.

"Our rating affirmation on the series 2007-1 notes reflects the
minimal change in the deal's metrics since our last rating action.
The Monte Carlo simulation outputs continue to show 100% default
frequency.  Although the securitization is receiving significant
cash flow from the 12b-1 fees and paying down principal at
approximately $1 million monthly, the delays in the transaction's
receipt of residuals from Hedged Mutual Fund Fee Trust
transactions issued in 2003 have significantly affected the deal's
ability to pay down in full by legal final maturity.  In our
opinion, and as noted in our previous press releases, the delay in
receiving these residuals has had the largest impact on the 2007-1
series.  Although the deal is unlikely to pay in full by legal
final maturity in 2015, we believe there is little liquidity risk
to the interest payments, and we are therefore affirming our
'CCC (sf)' rating," S&P said.

RATING AND CREDITWATCH ACTIONS

Hedged Mutual Fund Fee Trust 2006-4
                       Rating
Class            To            From
2006-4           A (sf)        BBB-(sf)/Watch Pos

RATING AFFIRMED

Hedged Mutual Fund Fee Trust 2007-1
Class       Rating
2007-1      CCC (sf)


INSTITUTIONAL MORTGAGE 2013-4: Fitch Rates C$3.7MM Notes 'BBsf'
--------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to Institutional Mortgage Securities Canada Inc.'s
(IMSCI) Commercial Mortgage Pass-Through Certificates, Series
2013-4:

-- C$205,005,000 class A-1 'AAAsf'; Outlook Stable;
-- C$80,000,000 class A-2 'AAAsf'; Outlook Stable;
-- C$6,609,000 class B 'AAsf'; Outlook Stable;
-- C$11,152,000 class C 'Asf'; Outlook Stable;
-- C$9,087,000 class D 'BBBsf'; Outlook Stable;
-- C$4,957,000 class E 'BBB-sf'; Outlook Stable;
-- C$3,717,000 class F 'BBsf'; Outlook Stable;
-- C$3,304,000 class G 'Bsf'; Outlook Stable.

Fitch does not rate the $330,441,429 (notional balance) interest-
only class X or the non-offered $6,610,429 class H certificate.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 33 loans secured by 37 commercial
properties having an aggregate principal balance of approximately
$330.4 million as of the cutoff date. The loans were originated by
Institutional Mortgage Capital, Limited Partnership.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 86.5% of the properties
by balance, cash flow analysis of 100%, and asset summary reviews
on 100% of the pool.

The transaction has a Fitch stressed debt service coverage ratio
(DSCR) of 1.16x, a Fitch stressed loan-to-value (LTV) of 100.2%,
and a Fitch debt yield of 9.3%. Fitch's aggregate net cash flow
represents a variance of 5.4% to issuer cash flows.

Key Rating Drivers:

Canadian Loan Attributes and Historical Performance: The ratings
reflect strong historical Canadian commercial real estate loan
performance, including a low delinquency rate and low historical
losses of less than 0.1%, as well as positive loan attributes,
including short amortization schedules and recourse to the
borrower and additional guarantors. For further information on
prior Canadian CMBS securitizations, see 'Canadian CMBS Default
and Loss Study,' dated October 2013.

Fitch Leverage: The pool has a Fitch DSCR and LTV of 1.16x and
100.2%, respectively, which represents similar leverage to the
IMSCI 2013-3 deal, which had a Fitch DSCR and LTV of 1.15x and
99.5%, respectively. Although higher levered compared to U.S.
deals in the first half of 2013, this is mitigated by lack of
interest-only loans and amortization.

Property Type Mix: The pool contains 22.8% of loans secured by
multifamily properties, higher than the prior IMC securitization
and recent U.S. conduit transactions. Multifamily properties have
experienced lower volatility than other property types and have a
below-average likelihood of default in Fitch's analysis. In
addition, there are no healthcare/retirement properties and a
lower percentage of hotels than recent U.S. conduit transactions.

Amortization: The pool has a weighted average amortization term of
26 years, which represents faster amortization than U.S. conduit
loans. There are no partial or full interest-only loans. The
pool's maturity balance represents a paydown of 18.9% of the
closing balance.

Rating Sensitivities:

Fitch performed two model-based break-even analyses to determine
the level of cash flow and value deterioration the pool could
withstand prior to $1 of loss being experienced by the 'BBB-sf'
and 'AAAsf' rated classes. Fitch found that the IMSCI 2013-4 pool
could withstand a 43.8% decline in value (based on appraised
values at issuance) and an approximately 19.3% decrease to the
most recent actual cash flow prior to experiencing a $1 of loss to
the 'BBB-sf' rated class. Additionally, Fitch found that the pool
could withstand a 49.4% decline in value and an approximately
27.4% decrease in the most recent actual cash flow prior to
experiencing $1 of loss to any 'AAAsf' rated class.

The master and special servicer is Midland Loan Services, a
Division of PNC Bank, National Association, rated 'CMS1' and
'CSS1', respectively, by Fitch.


INWOOD PARK: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1B, A-2, B, and C notes from Inwood Park CDO Ltd., a
collateralized loan obligation (CLO) transaction managed by
GSO/Blackstone Debt Funds Management LLC.  S&P also affirmed its
ratings on the class A-1A, D, and E notes from the same
transaction.  At the same time, S&P removed ratings on the class
A-1B, A-2, B, C, and D notes from CreditWatch with positive
implications.

The transaction exited its reinvestment period in January 2013 and
is paying down the class A-1A and A-2 notes.  This transaction has
a pro rata sequential pay feature in which two classes receive
payments pro rata, while within the two notes, subclasses receive
payments in a sequential manner.  As a result, some classes can be
paid down in full before the other classes and hence can support
higher ratings.  In this transaction, the class A-1A and A-1B
notes receive payments pro rata with the class A-2 notes.  The
class A-1A and A-1B notes are paid sequentially.  As a result, the
class A-1A notes could be paid in full before the class A-1B and
A-2 notes.

The rating upgrades on the class A-1B, A-2, B, and C notes reflect
paydowns to the class A-1A and A-2 notes and a subsequent increase
in the overcollateralization (O/C) available to support the notes.
On Oct. 21, 2013, the class A-1A and A-2 notes received a
$74.4 million principal paydown in total.  Currently, the class A-
1A and A-2 notes' outstanding balance is about 51% and 61%,
respectively, of their original balance.  As a result of the
paydowns, the class A/B O/C ratio increased to 135.28% in November
2013 from the 123.11% noted in the February 2012 trustee report.

Although the class D and E O/C ratios also increased as a result
of the paydowns, the transaction's exposure to long-dated assets
(assets maturing after the CLO's stated maturity) has increased.
According to the November 2013 trustee report, the portfolio held
$19 million of long-dated assets, up from $9.5 million in February
2012.  The junior notes are exposed to potential market value risk
due to these long-dated assets' potential liquidation on the
transaction's legal final maturity date.  S&P took this risk into
account when affirming the ratings on the class D and E notes.

S&P's affirmed ratings on the class A-1A, D, and E notes reflect
the availability of adequate credit support at the current rating
levels.

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

RATING AND CREDITWATCH ACTIONS

Inwood Park CDO Ltd.
                     Rating
Class           To           From
A-1B            AAA (sf)     AA+ (sf)/Watch Pos
A-2             AAA (sf)     AA+ (sf)/Watch Pos
B               AA+ (sf)     AA (sf)/Watch Pos
C               A+ (sf)      A (sf)/Watch Pos
D               BBB (sf)     BBB (sf)/Watch Pos

RATINGS AFFIRMED

Inwood Park CDO Ltd.
Class           Rating
A-1A            AAA (sf)
E               BB (sf)


JP MORGAN 2000-C9: Fitch Hikes $3MM Notes Rating From 'BB+sf'
-------------------------------------------------------------
Fitch Ratings upgrades one class of J.P. Morgan Commercial
Mortgage Finance Corp.'s mortgage pass-through certificates,
series 2000-C9.

Key Rating Drivers:

The upgrade reflects the high concentration of defeased collateral
as the largest (72% of the pool) of the three remaining loans is
defeased and matures in July 2014. The two remaining non-defeased
loans are secured by single tenant retail properties, one a fully
amortizing loan that matures in 2018. The other has passed its
anticipated repayment date in 2009 and matures in 2029.

As of the November 2013 distribution date, the pool's collateral
balance has paid down 99% to $12.4 million from $814.4 million at
issuance. The pool has incurred 4.6% in losses to date. In
addition, there are $1.5 million in outstanding unpaid interest
shortfalls to classes J, K and NR which Fitch believes are not
likely to be recoverable.

Rating Sensitivities:

Class H has a stable outlook reflecting Fitch's expectation of
future affirmations. The rating reflects the probability of full
principal payoff as well as significant concentration of the pool
with only three loans remaining and the potential for future
interest losses.

Fitch upgrades the following class:

-- $3 million class H to 'Asf' from 'BB+sf'

Rating Outlook, Stable.

Classes J, K and NR are not rated by Fitch. Classes A-1 through G
have paid in full and class X was previously withdrawn.


KATONAH IX: S&P Affirms 'B+' Rating on Class B-2L Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-1LV, A-2L, and A-3L notes from Katonah IX CLO Ltd. and
affirmed its ratings on the class B-1L and B-2L notes.  At the
same time, S&P removed the class A-2L, A-3L, and B-1L notes from
CreditWatch with positive implications, where they were placed on
Sept. 5, 2013.  Katonah IX CLO Ltd. is a collateralized loan
obligation transaction that closed in November 2006.

The transaction's reinvestment period ended in January 2013.
Since then, the class A-1L and A-1LV notes have combined to pay
down over $139.0 million.  The upgrades reflect the paydowns to
the class A-1L and A-1LV notes, which have helped create
additional support for the subordinate notes.  The improvements
are also evident in the increased senior class A, A-3L, B-1L, and
B-2L par value ratios since our January 2013 rating actions.

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

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

RATING AND CREDITWATCH ACTIONS

Katonah IX CLO Ltd.
                   Rating
Class         To           From
A-1L          AAA (sf)     AA+ (sf)
A-1LV         AAA (sf)     AA+ (sf)
A-2L          AA+ (sf)     AA (sf)/Watch Pos
A-3L          A+ (sf)      A- (sf)/Watch Pos
B-1L          BBB- (sf)    BBB- (sf)/Watch Pos

RATING AFFIRMED

Katonah IX CLO Ltd.

Class         Rating
B-2L          B+ (sf)


MAYPORT CLO: S&P Raises Rating on Class B-2L Notes to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-1LV, A-2L, A-3L, B-1L, and B-2L notes from Mayport CLO
Ltd. and removed the class A-1L, A-1LV, A-2L, A-3L, and B-1L notes
from CreditWatch with positive implications, where they were
placed on Sept. 5, 2013.  Mayport CLO Ltd. is a collateralized
loan obligation transaction managed by Pacific Investment
Management Co. LLC.

The transaction's reinvestment period ended in February 2013.
Since then, the class A-1L and A-1LV notes have combined to pay
down over $137.7 million.  The upgrades reflect the paydowns to
the class A-1L and A-1LV notes, which have helped create
additional support for the subordinate notes.  The improvements
are also evident in the transaction's increased
overcollateralization ratios since our September 2011 rating
actions.

The rating actions on the class B-1L and B-2L notes were driven by
the application of the largest obligor test, a supplemental stress
test S&P introduced as part of its corporate collateralized debt
obligation criteria update.

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

RATING AND CREDITWATCH ACTIONS

Mayport CLO Ltd.

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


MORGAN STANLEY 2005-TOP17: Fitch Cuts Rating on $20.8MM Notes to B
------------------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed nine classes
of Morgan Stanley Capital I Trust's commercial mortgage pass-
through certificates, series 2005-Top 17.

Key Rating Drivers:

The downgrades are due to an increase in modeled losses,
particularly from the specially serviced loans. Fitch modeled
losses of 9.4% of the remaining pool; expected losses on the
original pool balance total 7.2%, including $3.2 million (0.3% of
the original pool balance) in realized losses to date. Fitch has
designated 25 loans (27.9% of the pool) as Fitch Loans of Concern,
which includes five specially serviced assets (10.8% of the pool).

As of the November 2013 distribution date, the pool's aggregate
principal balance has been reduced by 26.9% to $717.4 million from
$980.8 million at issuance. Per the servicer reporting, six loans
(5.8% of the pool) are defeased. Interest shortfalls are currently
affecting classes E through P.

The largest contributor to expected losses is the Coventry Mall
(8.9% of the pool); a 796,194 square foot (sf) regional mall
located in Pottstown, PA. The subject previously transferred to
special servicing in February 2011. The loan was modified in
January 2012 and bifurcated into A/B notes. The loan was returned
to the master servicer in April 2012 after the borrower made three
consecutive payments under the modified terms. Since then, the
loan returned to the special servicer in December 2012 due to
imminent monetary default and foreclosure occurred in October
2013. The asset is now REO and the servicer is addressing
immediate deferred maintenance items. Occupancy was approximately
68% as of July 2013 and an additional 13% of the NRA rolls in
2014. Leasing is in process with preliminary interest in vacant
anchor spaces (former Sears and Carmike Cinemas).
The next largest contributor to expected losses is a 94,193 sf
grocery-anchored shopping center located in Benson, AZ (0.8% of
the pool). The loan transferred to the special servicer in
February 2009 due to imminent payment default as a result of
occupancy decline and required structural repairs. Foreclosure
occurred in January 2012. Strategy is to sell the property upon
completion of all pending repairs. Occupancy was approximately 76%
as of June 2013.

Rating Sensitivity:

The Rating Outlooks of the remaining classes are negative due to
increasing expected losses and the thinness of classes subordinate
to the A-5 class. Should loans not payoff at their respective
maturity dates and realized losses increase, downgrades are
possible. The distressed classes (those rated below 'B') may be
subject to downgrades as losses are realized.

Fitch downgrades the following classes:

-- $74.8 million class A-J to 'BBBsf' from 'Asf', Outlook
   to Negative from Stable;
-- $20.8 million class B to 'Bsf' from 'BBsf', Outlook to
   Negative from Stable;
-- $7.4 million class C to 'CCCsf' from 'BBsf', RE 100%;
-- $11 million class D to 'CCsf' from 'CCCsf', RE 10%;
-- $9.8 million class E to 'Csf' from 'CCCsf', RE 0%;
-- $6.1 million class F to 'Csf' from 'CCsf', RE 0%.

Fitch affirms the following classes:

-- $553.8 million class A-5 at 'AAAsf', Outlook to Negative
   from Stable.
-- $7.4 million class G at 'Csf', RE 0%;
-- $7.4 million class H at 'Csf', RE 0%;
-- $2.5 million class J at 'Csf', RE 0%;
-- $3.7 million class K at 'Csf', RE 0%;
-- $3.7 million class L at 'Csf', RE 0%;
-- $1.2 million class M at 'Csf', RE 0%;
-- $1.2 million class N at 'Csf', RE 0%;
-- $2.5 million class O at 'Csf', RE 0%.

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


RESIDENTIAL REINSURANCE 2013-II: S&P Rates Cl. 4 Notes 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-(sf)' rating to the Series 2013-II Class 4 notes issued by
Residential Reinsurance 2013 Ltd. (Res Re 2013).  The notes cover
losses in the covered area from tropical cyclone/hurricane,
earthquake, severe thunderstorm, winter storm, and wildfire on a
per-occurrence basis.

The Class 4 notes cover losses between the attachment point of
$2.076 billion and the exhaustion point of $2.993 billion.  The
rating is based on the lower of the rating on the catastrophe risk
('BB-'), the rating on the assets in the reinsurance trust account
('AAAm'), and the risk of nonpayment by the ceding insurer
('AA+').

The cedants are United Services Automobile Association (USAA), a
reciprocal interinsurance exchange organized under the laws of
Texas; USAA Casualty Insurance Co., a Texas corporation; USAA
Texas Lloyd's Co., a Texas Lloyd's plan insurer; USAA General
Indemnity Co., a Texas-domiciled stock insurance company; Garrison
Property and Casualty Insurance Co.; and other affiliates.  These
entities will be responsible for the quarterly payment due under
the reinsurance contract with Res Re 2013.

RATINGS LIST

Residential Reinsurance 2013 Ltd.
Series 2013-II Class 4 Notes                BB-(sf)


SCG TRUST 2013-SRP1: S&P Gives Prelim. 'BB-' Rating on Cl. E Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to SCG Trust 2013-SRP1's $760 million commercial mortgage
pass-through certificates series 2013-SRP1.

The certificate issuance is a commercial mortgage backed
securities securitization backed by cross collateralized first
mortgage liens on the fee and leasehold interests in five enclosed
regional malls (Franklin Park Mall in Toledo, Ohio, West Covina
Mall in West Covina, Calif., Parkway Mall in El Cajon, Calif.,
Capital Mall in Olympia, Wash., and Great Northern Mall in North
Olmsted, Ohio).

The preliminary ratings are based on information as of Dec. 2,
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 collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

SCG Trust 2013-SRP1

Class         Rating               Amount
                                 (mil. $)
A             AAA (sf)             330.00
X-CP          A- (sf)           589.20(i)
X-NCP         BB- (sf)          760.00(i)
A-J           AAA (sf)              94.23
B             AA- (sf)              94.28
C             A- (sf)               70.69
D             BBB- (sf)             86.70
E             BB- (sf)              84.10

(i) Notional balance.


SILVER CREEK: S&P Raises Rating on 2 Note Classes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1 and B-2 notes from Silver Creek Funding Ltd. and affirmed its
rating on the class C notes.  At the same time, S&P removed all of
the ratings on the notes from CreditWatch with positive
implications, where they were placed on Sept. 5, 2013.  Silver
Creek Funding Ltd. is a U.S. hybrid collateralized loan obligation
(CLO) transaction managed by Pacific Investment Management Co.
LLC.  Hybrid CLOs are corporate collateralized debt obligation
(CDO) transactions that combine elements of both cash flow and
synthetic CDOs.

The transaction's portfolio modification period ended in February
2011.  Since then, the reference obligations began to amortize,
and as a result the retained calculation amount was reduced by its
entire $318.5 million amount. Following the complete reduction of
the retained amount, the notes have started to pay down.  The
class A-1 and A-2 notes were paid off on the May 2013 payment date
and the class B-1 and B-2 have been paid down a combined
$23.9 million.  The upgrades reflect improvements in the
collateralization level available to the tranches as a result of
the amortization of the reference obligations and note paydowns.

The rating actions on the class B-1, B-2, and C notes were driven
by the application of the largest obligor test, a supplemental
stress test S&P introduced as part of its corporate CDO criteria
update.

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Silver Creek Funding Ltd.
                   Rating
Class         To           From
B-1           BB+ (sf)     B+ (sf)/Watch Pos
B-2           BB+ (sf)     B+ (sf)/Watch Pos

RATING AFFIRMED AND REMOVED FROM CREDITWATCH
Silver Creek Funding Ltd.
                   Rating
Class         To           From
C             CCC+ (sf)    CCC+ (sf)/Watch Pos


SYMPHONY CLO I: S&P Raises Rating on Class D Notes to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1A, A-1B, A-2, B, C, and D notes from Symphony CLO I Ltd., a
U.S. collateralized loan obligation (CLO) managed by Symphony
Asset Management LLC.  At the same time, S&P removed these ratings
from CreditWatch, where S&P placed them with positive implications
on Sept. 5, 2013.

The rating actions follow S&P's review of the transaction's
performance using data from the Nov. 6, 2013, trustee report.

S&P upgraded the classes primarily due to substantial pro rata
paydowns on the class A-1A and A-1B notes since its February 2012
rating actions, for which it referenced the January 2012 trustee
report.  The transaction exited its reinvestment period in
November 2012 and, to date, has paid down $112.81 million on the
class A-1A and A-1B notes.  This has led to an improvement in all
overcollateralization tests in the transaction, resulting in
increased credit support to the rated notes.  The trustee report
currently shows that the class A-1A and A-1B notes have 48.64% of
their original outstanding balance remaining.

In addition, the amount of 'CCC' rated collateral in the
transaction's portfolio decreased over the time since S&P's last
rating actions.  According to the November 2013 trustee report,
the transaction held $9.41 million in 'CCC' rated collateral, down
from $18.24 million in January 2012.

According to the November 2013 trustee report, the transaction
held $3.40 million in underlying collateral obligations by three
issuers that are in default.  This was a slight increase from
$0.87 million in defaulted obligations in January 2012.

The raised rating on the class C notes is driven by the
application of the largest obligor default test, a supplemental
stress test S&P introduced as part of its 2009 corporate criteria
update.

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

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

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Class                 Notional balance (mil. $)
                       Jan. 2012      Nov. 2013
A-1A                       60.00          38.17
A-1B                      250.00         159.02
A-2                        15.00          15.00
B                          22.00          22.00
C                          21.00          21.00
D                          13.50          13.50

                    Weighted average spread (%)
                       Jan. 2012      Nov. 2013
                            3.63           2.91


                             Coverage tests (%)
                       Jan. 2012      Nov. 2013
O/C
  A                       126.33         138.50
  B                       118.32         125.49
  C                       111.57         115.17
  D                       107.62         109.38
I/C
  A                       788.91         793.36
  B                       708.82         662.27
  C                       604.42         507.15
  D                       497.86         372.91
O/C--Overcollateralization test. I/C--Interest coverage test.

RATING AND CREDITWATCH ACTIONS

Symphony CLO I Ltd.

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


TRALEE CLO II: S&P Affirms 'BB-' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Tralee
CLO II Ltd./Tralee CLO II LLC's $376.50 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 our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date.  The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

"We believe the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  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 added.

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 added.

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

On an ongoing basis after 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.

RATINGS AFFIRMED

Tralee CLO II Ltd. /Tralee CLO II LLC

Class                      Rating                       Amount
                                                      (mil. $)
A                          AAA (sf)                     250.00
B-1                        AA (sf)                       42.00
B-2                        AA (sf)                       10.00
C (deferrable)             A (sf)                        28.00
D (deferrable)             BBB (sf)                      20.50
E (deferrable)             BB- (sf)                      17.50
F (deferrable)             B (sf)                         8.50


UNISON GROUND: Fitch Affirms 'BB-sf' Rating on $31MM Notes
-----------------------------------------------------------
Fitch Ratings has affirmed following ratings and Rating Outlooks
on Unison Ground Lease Funding Notes Series 2013-1:

-- $98,000,000 class 2013-1 A at 'Asf'; Outlook Stable;
-- $31,000,000 class 2013-1 B at 'BB-sf'; Outlook Stable.

In addition, Fitch has assigned the following ratings and Rating
Outlooks to Unison Ground Lease Funding Notes Series 2013-2:

-- $13,600,000 class 2013-2 A 'Asf'; Outlook Stable;
-- $4,400,000 class 2013-2 B 'BB-sf'; Outlook Stable.

The affirmations are due to the stable performance of the
collateral since issuance. The Stable Outlooks reflect the limited
prospect for upgrades given the provision to issue additional
notes.

As part of its review, Fitch analyzed updated collateral and site
information. As of Sept. 30, 2013, aggregate annualized run rate
net cash flow (ARRNCF) increased 33% since issuance to $15.4
million. This includes the ARRNCF from the sites acquired from the
2013-1 site acquisition account. The Fitch-stressed debt service
coverage ratio (DSCR) increased from 1.22x at issuance to 1.24x as
a result of the increase in net cash flow.

As of November 2013, the 2013-1 site acquisition account has been
depleted 93%. The increase in net cash flow resulting from newly
acquired sites is in-line with expectations at issuance. The newly
acquired sites and the overall pool meet all the tenant quality
tests and all the conditions to funding from the site acquisition
account outlined in the transaction documents.

The series 2013-2 notes were previously unrated by Fitch; the
collateral for these notes is the cash in the series 2013-2 site
acquisition account. The funds in the site acquisition account for
series 2013-2 will be used to acquire additional cellular sites.
The issuer's ability to use the funds in the site acquisition
account for series 2013-2 to acquire additional cellular sites is
contingent upon no funds remaining in the 2013-1 site acquisition
account.

The $147 million Unison Ground Lease Funding notes are backed by
818 cellular tower sites with 857 structures with 1,031 cellular
tower tenants. The notes are interest-only until the anticipated
repayment date (ARD). Security for the notes includes mortgage
liens on sites representing no less than 95% of the annualized
run-rate net cash flow (NCF) and a pledge and first-priority
perfected security interest in 100% of the equity interest of the
issuer and the asset entities, and is guaranteed by the direct
parent Unison Holdings, LLC (Unison).

The ownership interest in the cellular sites consists of perpetual
easements, long-term easements, prepaid leases, and fee interests
in land, rooftops, or other structures on which site space is
allocated for placement of tower and wireless communication
equipment.

Key Rating Drivers:

High Leverage: Fitch's estimate NCF on the pool is $17.25 million,
implying a Fitch stressed DSCR of 1.24x. Fitch's NCF figure
includes the expected NCF from the remaining funds in the site
acquisition accounts. The debt multiple relative to Fitch's NCF is
8.52x, which equates to a debt yield of 11.7%.

Long-Term Easements: The ownership interests in the sites consist
of 96.4% perpetual/long-term (30+ years) easements, 2.56% limited-
term easements (less than 30 years), and less than 1% fee.

Prefunding: On the closing date in March 2013, approximately 24%
of the rated proceeds were deposited into the 2013-1 site
acquisition account and have since been used by Unison to acquire
additional cellular sites. As of Nov. 15, 2013, the 2013-1 site
acquisition account has an outstanding balance of approximately
$2,260,000. The newly acquired sites conform to the pool
composition tests outlined in the transaction documents.

Once the 2013-1 prefunding account has a zero balance Unison can
use the funds on deposit in the 2013-2 site acquisition account
($18,000,000) to acquire additional cellular sites during the
acquisition period (12-months).

Prefunding introduces uncertainty as to final collateral
characteristics. Fitch accounted for prefunding by stressing the
anticipated NCF of the prefunding component to reflect the most
conservative prefunding pool composition tests. Fitch also
performed an originator review to gain comfort with Unison's
origination practices. Additionally, the servicer of this
transaction will be performing certain recalculation of prefunding
requirements outlined in the documents.


VENTURE VII: Moody's Affirms Ba2 Rating on $11MM Class E Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of the following notes issued by Venture VII CDO Limited:

U.S.$388,000,000 Class A-1A Senior Secured Floating Rate Notes Due
2022,Affirmed Aaa (sf); previously on December 15, 2006 Assigned
Aaa (sf)

U.S.$90,000,000 Class A-1AR Senior Secured Floating Rate Revolving
Notes Due 2022, Affirmed Aaa (sf); previously on December 15, 2006
Assigned Aaa (sf)

U.S.$53,125,000 Class A-1B Senior Secured Floating Rate Notes Due
2022, Affirmed Aa1 (sf); previously on August 30, 2011 Upgraded to
Aa1 (sf)

U.S.$49,775,000 Class A-2 Senior Secured Floating Rate Notes Due
2022, Affirmed Aa1 (sf); previously on August 30, 2011 Upgraded to
Aa1 (sf)

U.S.$31,250,000 Class B Senior Secured Floating Rate Notes Due
2022, Affirmed A1 (sf); previously on August 30, 2011 Upgraded to
A1 (sf)

U.S.$32,350,000 Class C Secured Deferrable Floating Rate Notes Due
2022, Affirmed Baa2 (sf); previously on August 30, 2011 Upgraded
to Baa2 (sf)

U.S.$23,700,000 Class D Secured Deferrable Floating Rate Notes Due
2022, Affirmed Ba1 (sf); previously on August 30, 2011 Upgraded to
Ba1 (sf)

U.S.$11,400,000 Class E Secured Deferrable Floating Rate Notes Due
2022, Affirmed Ba2 (sf); previously on August 30, 2011 Upgraded to
Ba2 (sf)


VNDO 2013-PENN: S&P Assigns Prelim. 'BB-' Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to VNDO 2013-PENN Mortgage Trust's $450.0 million
commercial mortgage pass-through certificates series 2013-PENN.

The certificate issuance is a commercial mortgage-backed
securities transaction backed by a $450.0 million commercial
mortgage loan secured by the fee interest in 11 Penn Plaza, a
1.1 million-sq.-ft., class B, high-rise office building located in
New York, N.Y.

The preliminary ratings are based on information as of Dec. 4,
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 collateral's
historical and projected performance, the sponsor's and manager's
experience, the trustee-provided liquidity, the loan's terms, and
the transaction's structure.

PRELIMINARY RATINGS ASSIGNED

VNDO 2013-PENN Mortgage Trust

Class       Rating                Amount ($)
A           AAA (sf)             243,490,000
X-A         AAA (sf)          243,490,000(i)
X-B         AA- (sf)           54,110,000(i)
B           AA- (sf)              54,110,000
C           A- (sf)               40,580,000
D           BBB- (sf)             49,780,000
E           BB- (sf)              62,040,000

(i) Notional balance.


* Fitch Takes Various Actions on 81 US Alt-A RMBS Re-REMIC Deals
----------------------------------------------------------------
Fitch Ratings has taken various actions on 1,175 classes in 81
U.S. Alt-A RMBS Re-REMIC transactions.

Rating Action Summary:

-- 1,043 classes affirmed;
-- 45 classes upgraded;
-- 52 classes downgraded;
-- 35 classes paid-in-full;
-- All rating changes are one category.

Key Rating Drivers:

The rating upgrades reflect the improving performance of the
underlying transactions and the increasing credit enhancement of
the Re-REMIC bonds due to sequential pay structures.

The downgrades predominantly consist of classes that held ratings
of 'Bsf' prior to the review. In prior rating reviews, Fitch
allowed some classes that were projected to default to retain a
'Bsf' rating if the risk of projected default was a number of
years in the future. To increase rating consistency with other
RMBS sectors in the current review, classes projected to default
were generally downgraded to ratings below 'Bsf' regardless of the
time period until the projected default.

The RMBS underlying the Re-REMICs reviewed are generally
collateralized with Alt-A mortgage loans, which have generally
seen an improvement in delinquency reflecting the improving
housing market. Over the past year, home prices have increased
over 10% nationally.

Despite the improving performance, most of the RMBS underlying the
Re-REMICs are from peak vintage transactions that continue to
experience high delinquencies, extended liquidation timelines, and
negative equity. As a result, a number of the classes underlying
the Re-REMICs are experiencing principal writedowns and interest
shortfalls, weakening the Re-REMIC structures.

Many of the underlying RMBS share a common transactional structure
that can result in bond writedowns that exceed collateral losses.
The structure uses mortgage principal cash flow to pay bond
interest when mortgage interest collections are insufficient. By
'borrowing' principal collections to pay bond interest (rather
than paying down the bond balance), the bond ultimately recovers
less principal, resulting in bond writedowns that exceed loan
losses.

This structural feature can have significant implications for Re-
REMICs that have underlying mortgage pools with a high percentage
of loan modifications and/or underlying RMBS that have an implied
writedown feature. Mortgage loan modifications and/or an implied
bond writedown features reduce mortgage interest relative to the
bond interest due, increasing the use of principal collections to
cover bond interest. While this feature was considered in the
initial rating analysis for these transactions, it has resulted in
increased sensitivity to higher-than-expected mortgage pool
losses.

Rating Sensitivities:

Fitch analyzes each bond in a number of different scenarios to
determine the likelihood of full principal recovery and timely
interest. The scenario analysis incorporates various combinations
of the following stressed assumptions: mortgage loss, loss timing,
interest rates, prepayments, servicer advancing and loan
modifications.

The analysis includes rating stress scenarios from 'CCCsf' to
'AAAsf'. The 'CCCsf' scenario is intended to be the most-likely
base-case scenario. Rating scenarios above 'CCCsf' are
increasingly more stressful and less-likely outcomes. Although
many variables are adjusted in the stress scenarios, the primary
driver of the loss scenarios is the home price forecast
assumption. In the 'Bsf' scenario, Fitch assumes home prices
decline 10% below their long-term sustainable level. The home
price decline assumption is increased by 5% at each higher rating
category up to a 35% decline in the 'AAAsf' scenario.

Classes with a rating below 'CCCsf' are likely to default at some
point in the future. As default becomes more imminent, those
classes are expected to migrate towards 'Csf' and eventually
'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will be
sensitive to future mortgage borrower behavior, which historically
has been strongly correlated with home price movements. Despite
recent positive trends, Fitch currently expects home prices to
decline in some areas before reaching a sustainable level. While
Fitch's ratings reflect this home price view, the ratings of
outstanding classes may be subject to revision to the extent
actual home price and mortgage performance trends differ from
those currently projected by Fitch.

A copy of the spreadsheet 'U.S. RMBS Re-REMIC Rating Actions for
Dec. 4, 2013' is available at http://is.gd/Gj6i2t


* Fitch Takes Actions on 49 Classes in 4 US RMBS Transactions
-------------------------------------------------------------
Fitch Ratings has taken various actions on 49 classes in 4 U.S.
RMBS transactions.

Rating Action Summary:

-- 42 classes affirmed;
-- 4 classes upgraded;
-- 3 classes downgraded.

Key Rating Drivers:

The transactions were included as part of an annual review of
rated classes. The underlying mortgage loans have generally
experienced stable-to-positive delinquency trends reflecting the
improving housing market. Over the past year, home prices have
increased over 10% nationally.

Rating Sensitivities:

Fitch analyzes each bond in a number of different scenarios to
determine the likelihood of full principal recovery and timely
interest. The scenario analysis incorporates various combinations
of the following stressed assumptions: mortgage loss, loss timing,
interest rates, prepayments, servicer advancing and loan
modifications.

The analysis includes rating stress scenarios from 'CCCsf' to
'AAAsf'. The 'CCCsf' scenario is intended to be the most-likely
base-case scenario. Rating scenarios above 'CCCsf' are
increasingly more stressful and less-likely outcomes. Although
many variables are adjusted in the stress scenarios, the primary
driver of the loss scenarios is the home price forecast
assumption. In the 'Bsf' scenario, Fitch assumes home prices
decline 10% below their long-term sustainable level. The home
price decline assumption is increased by 5% at each higher rating
category up to a 35% decline in the 'AAAsf' scenario.

Classes with a rating below 'CCCsf' are likely to default at some
point in the future. As default becomes more imminent, those
classes are expected to migrate towards 'Csf' and eventually
'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will be
sensitive to future mortgage borrower behavior, which historically
has been strongly correlated with home price movements. Despite
recent positive trends, Fitch currently expects home prices to
decline in some areas before reaching a sustainable level. While
Fitch's ratings reflect this home price view, the ratings of
outstanding classes may be subject to revision to the extent
actual home price and mortgage performance trends differ from
those currently projected by Fitch.

A copy of the spreadsheet 'U.S. RMBS Rating Actions for Dec. 4,
2013' is available for http://is.gd/LhYDhi


* Moody's Cuts Ratings of $599 Million of Prime Jumbo RMBS
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 60
tranches and upgraded the ratings of three tranches. The tranches
are backed by Prime Jumbo RMBS loans issued by various issuers
between 2004 and 2007.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2005-6F

Cl. 3A-17, Upgraded to Ba1 (sf); previously on Jan 10, 2013
Upgraded to B1 (sf)

Issuer: GSR Mortgage Loan Trust 2006-6F

Cl. A-X, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Issuer: GSR Mortgage Loan Trust 2006-8F

Cl. 4A-2, Downgraded to Caa3 (sf); previously on Aug 3, 2012
Downgraded to Caa2 (sf)

Issuer: GSR Mortgage Loan Trust 2007-1F

Cl. 2A-1, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Cl. 2A-2, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Cl. 2A-4, Downgraded to B3 (sf); previously on Apr 27, 2010
Downgraded to B2 (sf)

Cl. 2A-6, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Cl. 2A-10, Downgraded to Caa1 (sf); previously on Apr 27, 2010
Confirmed at B3 (sf)

Cl. 3A-1, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-2, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-4, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-6, Downgraded to Caa2 (sf); previously on Aug 3, 2012
Downgraded to Caa1 (sf)

Cl. 3A-7, Downgraded to Caa2 (sf); previously on Aug 3, 2012
Downgraded to Caa1 (sf)

Cl. 3A-8, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-9, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-10, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Cl. 3A-11, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to B3 (sf)

Cl. 3A-12, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-14, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-15, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. 3A-16, Downgraded to Caa2 (sf); previously on Apr 27, 2010
Downgraded to Caa1 (sf)

Cl. A-X, Downgraded to B3 (sf); previously on Apr 27, 2010
Downgraded to B2 (sf)

Issuer: MASTR Asset Securitization Trust 2005-2

Cl. 1-A-1, Upgraded to Ba1 (sf); previously on Apr 29, 2010
Confirmed at Ba2 (sf)

Cl. 1-A-2, Upgraded to Ba2 (sf); previously on Sep 20, 2012
Downgraded to B1 (sf)

Issuer: MASTR Asset Securitization Trust 2006-1

Cl. 1-A-3, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-4, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-6, Downgraded to Caa2 (sf); previously on Sep 20, 2012
Downgraded to Caa1 (sf)

Cl. 1-A-8, Downgraded to Caa2 (sf); previously on Sep 20, 2012
Downgraded to Caa1 (sf)

Cl. 1-A-9, Downgraded to Caa2 (sf); previously on Sep 20, 2012
Downgraded to Caa1 (sf)

Cl. 1-A-11, Downgraded to Caa2 (sf); previously on Sep 20, 2012
Downgraded to Caa1 (sf)

Cl. 1-A-13, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 3-A-1, Downgraded to Caa1 (sf); previously on Sep 20, 2012
Downgraded to B3 (sf)

Cl. 3-A-2, Downgraded to C (sf); previously on Sep 20, 2012
Confirmed at Ca (sf)

Cl. 30-A-X, Downgraded to Caa1 (sf); previously on Sep 20, 2012
Downgraded to B3 (sf)

Cl. 30-PO, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Issuer: MASTR Asset Securitization Trust 2006-2

Cl. 1-A-1, Downgraded to Caa3 (sf); previously on May 9, 2011
Downgraded to Caa1 (sf)

Cl. 1-A-5, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-6, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-8, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-10, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-13, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-14, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-15, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-16, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-26, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-27, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-28, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-29, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-31, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-32, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-33, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-34, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 1-A-35, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Cl. 2-A-1, Downgraded to Caa3 (sf); previously on Apr 29, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Apr 29, 2010
Downgraded to Caa2 (sf)

Cl. 2-A-3, Downgraded to Caa3 (sf); previously on Apr 29, 2010
Downgraded to Caa2 (sf)

Cl. A-X, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Upgraded to Caa1 (sf)

Cl. PO, Downgraded to Caa2 (sf); previously on Apr 29, 2010
Downgraded to Caa1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-S2

Cl. 1-A-5, Downgraded to Baa2 (sf); previously on Jun 4, 2012
Confirmed at Baa1 (sf)

Cl. P, Downgraded to Baa2 (sf); previously on Apr 25, 2011
Downgraded to Baa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-13 Trust

Cl. A-5, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. A-11, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Cl. A-PO, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to B3 (sf)

Ratings Rationale:

The tranches downgraded are a result of deteriorating performance
and/or structural features resulting in higher expected losses for
the bonds than previously anticipated. In addition, WaMu Mortgage
Pass-Through Certificates, Series 2004-S2 class 1-A-5 has been
downgraded because it is now paying pro rata with class 1-A-4. The
tranches downgraded for MASTR Asset Securitization Trust 2006-1
are because the deal is approaching credit support depletion date
and senior bonds are expected to realize losses. The tranches
upgraded are due to improved collateral performance and faster
than expected pay down of the bonds.

Factors that would lead to an upgrade or downgrade of the rating:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.3% in October 2013 from 7.9%
in October 2012 . Moody's forecasts an unemployment central range
of 6.5% to 7.5% for the 2014 year. Deviations from this central
scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, 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 $450MM Subprime RMBS by Various Issuers
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 20 tranches
and downgraded the ratings of one tranche from eight transactions
issued by various trusts, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities Trust 2003-3

Cl. A-2, Downgraded to Baa2 (sf); previously on Apr 9, 2012
Downgraded to A3 (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE6

Cl. I-A-3, Upgraded to Caa3 (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. II-A-3, Upgraded to Caa3 (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: RAMP Series 2006-RZ2 Trust

Cl. A-2, Upgraded to B1 (sf); previously on Jul 15, 2011
Downgraded to B3 (sf)

Cl. A-3, Upgraded to B3 (sf); previously on Jul 15, 2011
Downgraded to Caa2 (sf)

Issuer: RASC Series 2005-AHL3 Trust

Cl. A-2, Upgraded to B1 (sf); previously on Jul 15, 2011
Downgraded to B3 (sf)

Cl. A-3, Upgraded to Caa2 (sf); previously on Apr 6, 2010
Downgraded to Ca (sf)

Issuer: RASC Series 2005-KS12 Trust

Cl. A-2, Upgraded to A3 (sf); previously on Mar 5, 2013 Upgraded
to Baa1 (sf)

Cl. A-3, Upgraded to Baa2 (sf); previously on Mar 5, 2013 Upgraded
to Ba1 (sf)

Cl. M-1, Upgraded to Ba3 (sf); previously on Mar 5, 2013 Upgraded
to B3 (sf)

Cl. M-2, Upgraded to Caa2 (sf); previously on Mar 5, 2013 Upgraded
to Ca (sf)

Issuer: RASC Series 2005-KS6 Trust

Cl. M-3, Upgraded to A3 (sf); previously on Mar 5, 2013 Upgraded
to Baa1 (sf)

Cl. M-4, Upgraded to Baa3 (sf); previously on Mar 5, 2013 Upgraded
to Ba2 (sf)

Cl. M-5, Upgraded to B1 (sf); previously on Mar 5, 2013 Upgraded
to Caa1 (sf)

Cl. M-6, Upgraded to Caa1 (sf); previously on Mar 5, 2013 Upgraded
to Caa3 (sf)

Issuer: RASC Series 2005-KS8 Trust

Cl. M-2, Upgraded to Baa2 (sf); previously on Mar 5, 2013 Upgraded
to Ba2 (sf)

Cl. M-3, Upgraded to B1 (sf); previously on Mar 5, 2013 Upgraded
to Caa1 (sf)

Cl. M-4, Upgraded to Caa1 (sf); previously on Mar 5, 2013 Affirmed
Ca (sf)

Issuer: RASC Series 2005-KS9 Trust

Cl. M-2, Upgraded to Baa1 (sf); previously on Mar 5, 2013 Affirmed
Ba1 (sf)

Cl. M-3, Upgraded to Ba2 (sf); previously on Mar 5, 2013 Affirmed
B2 (sf)

Cl. M-4, Upgraded to Caa1 (sf); previously on Mar 5, 2013 Upgraded
to Caa3 (sf)

Ratings Rationale:

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

Factors that would lead to an upgrade or downgrade of the rating

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.3% in October 2013 from 7.9%
in October 2012 . Moody's forecasts an unemployment central range
of 6.5% to 7.5% for the 2014 year. Deviations from this central
scenario could lead to rating actions in the sector.House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2014. Lower increases than
Moody's expects or decreases could lead to negative rating
actions. Finally, 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 $430MM Subprime RMBS Issued 2005-2007
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of nine
tranches from six transactions and upgraded the rating of one
tranche from one transaction, which are all backed by Subprime
mortgage loans.

Complete rating actions are as follows:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE7

Cl. A-2b, Downgraded to Caa2 (sf); previously on Dec 28, 2010
Upgraded to B3 (sf)

Cl. A-2fpt, Downgraded to Caa2 (sf); previously on Dec 28, 2010
Upgraded to B3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC2

Cl. A-2a, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to B3 (sf)

Cl. A-2fpt, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa3 (sf)

Issuer: NovaStar Mortgage Funding Trust 2007-1

Cl. A-2A1, Downgraded to Ca (sf); previously on Jul 14, 2010
Confirmed at B3 (sf)

Cl. A-2A2, Downgraded to Ca (sf); previously on Jul 14, 2010
Confirmed at B3 (sf)

Issuer: Soundview Home Loan Trust 2006-OPT5

Cl. II-A-3, Downgraded to Caa2 (sf); previously on Jun 17, 2010
Downgraded to B3 (sf)

Issuer: Structured Asset Investment Loan Trust 2005-8

Cl. A4, Upgraded to Ba1 (sf); previously on Jan 18, 2013 Upgraded
to Ba3 (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2005-14HE

Cl. AF-2, Downgraded to A2 (sf); previously on Jan 18, 2013
Downgraded to A1 (sf)

Financial Guarantor: Assured Guaranty Municipal Corp (Downgraded
to A2, Outlook Stable on Jan 17, 2013)

Issuer: Saxon Asset Securities Trust 2007-2

Cl. A-2a, Downgraded to Caa3 (sf); previously on Jul 18, 2011
Downgraded to B3 (sf)

Ratings Rationale:

The actions reflect Moody's updated loss expectations on those
pools. The downgrades for Morgan Stanley ABS Capital I Inc. Trust
2007-NC2, Novastar Mortgage Funding Trust 2007-1, and Saxon Asset
Securities Trust 2007-2 reflect the recent change in principal
priority for the group 2 senior bonds from sequential-pay to pro-
rata pay upon the depletion of the mezzanine classes. The
downgrades for Morgan Stanley ABS Capital I Inc. Trust 2006-HE7
reflect the expected change in principal priority for the group 2
seniors bonds from sequential-pay to pro-rata pay when the
mezzanine classes deplete. The downgrades for Soundview Home Loan
Trust 2006-OPT5 and Terwin Mortgage Trust, Series TMTS 2005-14HE
are a result of deterioration of performance or structural
features resulting in higher expected losses for the bonds than
previously anticipated.

The upgrade action for Structured Asset Investment Loan Trust
2005-8 is a result of improving performance of the related pools.

Factors that would lead to an upgrade or downgrade of the rating

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.3% in October 2013 from 7.9%
in October 2012 . Moody's forecasts an unemployment central range
of 6.5% to 7.5% for the 2014 year. Deviations from this central
scenario could lead to rating actions in the sector. House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2014. Lower increases than
Moody's expects or decreases could lead to negative rating
actions. Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


* Moody's Ups Ratings on &158MM of Subprime RMBS Issued 2002-2004
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of nine
tranches from four transactions backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: GSAA Trust 2004-NC1

Cl. M-1, Upgraded to B1 (sf); previously on Apr 9, 2012 Downgraded
to B3 (sf)

Cl. M-2, Upgraded to Caa3 (sf); previously on Apr 9, 2012
Downgraded to C (sf)

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC5

Cl. M-2, Upgraded to Baa3 (sf); previously on Apr 9, 2012
Downgraded to Ba2 (sf)

Cl. M-3, Upgraded to Ba3 (sf); previously on Apr 9, 2012
Downgraded to B1 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on Apr 9, 2012 Downgraded
to Caa2 (sf)

Cl. M-5, Upgraded to Ca (sf); previously on Apr 9, 2012 Downgraded
to C (sf)

Issuer: Morgan Stanley ABS Capital I Inc. 2002-NC6

Cl. M-1, Upgraded to B2 (sf); previously on Apr 10, 2012 Confirmed
at Caa1 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2003-NC8

Cl. M-1, Upgraded to B2 (sf); previously on Apr 10, 2012
Downgraded to Caa1 (sf)

Cl. M-2, Upgraded to Ca (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.


* S&P Lowers 21 Ratings From 7 RMBS Re-REMIC Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes from seven residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions issued between 2003 and 2010.  In addition, S&P
affirmed its ratings on 148 classes from nine transactions.

The complete list of rating actions is available in "U.S. RMBS
Classes Affected By The Dec. 2, 2013, Rating Actions," published
today on RatingsDirect.  The list is also available on Standard &
Poor's Web site.  On the home page, select "Ratings," and then
choose "Rating Actions" on the left side of the page.  From there,
find the list on the "Press Releases" tab.  For additional
information, please visit http://www.standardandpoors.com/rmbs.
S&P's ratings on the re-REMIC classes consider the timely payment
of interest and ultimate payment of principal.  S&P reviewed the
interest and principal amounts due on the underlying securities,
which are then passed through to the applicable re-REMIC classes.
S&P applied its loss projections, incorporating its loss
assumptions, to the underlying collateral to identify the
principal and interest amounts that could be passed through from
the underlying securities under S&P's rating scenario stresses.
S&P stressed its loss projections at various rating categories to
assess whether the re-REMIC classes could withstand the stressed
losses associated with their ratings while receiving timely
payment of interest and principal consistent with S&P's criteria.

In applying S&P's loss projections, it incorporated (where
applicable) its loss assumptions, as outlined in "U.S. RMBS
Surveillance Credit And Cash Flow Analysis For Pre-2009
Originations," published Aug. 9, 2012, into S&P's review.  This
criteria applies to the type of transactions underlying the re-
REMICs in this review.

S&P also based its downgrades on its assessment of whether there
were interest shortfalls, and on its projections of principal
losses from the underlying securities that would impair the re-
REMIC classes at the applicable rating stresses.

Because of interest shortfalls, we took action on classes 5-A-1,
5-A-7, 5-A-8, and 5-A-9 from CSMC Series 2009-9R and on class 6-A-
1 from Citigroup Mortgage Loan Trust 2009-10, downgrading the
ratings from 'AAA (sf)' to 'AA+ (sf)'.  The downgrades were based
on our interest shortfall criteria as set forth in "Methodology
For Assessing The Impact Of Interest Shortfalls on U.S. RMBS,"
published Sept. 23, 2011.

The affirmations above 'CCC (sf)' reflect S&P's assessment that
the re-REMIC classes will likely receive timely interest and the
ultimate payment of principal under the applicable stressed
assumptions.  For affirmations of 'CCC (sf)' or 'CC (sf)', S&P
believes that the projected credit support for these classes will
remain insufficient to cover the projected losses.

S&P withdrew its ratings on one class from one transaction because
it paid down.

                         ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine their
relative credit quality and the potential impact on rated
securities, the degree of remaining losses stems, to a certain
extent, from our outlook regarding the behavior of such loans in
conjunction with expected economic conditions.  Overall, Standard
& Poor's baseline macroeconomic outlook assumptions for variables
that it believes could affect residential mortgage performance are
as follows:

   -- S&P's unemployment rate forecast is 7.5% for 2013 and 7.0%
      for 2014 (compared with the actual 8.1% rate in 2012).

   -- Home prices will increase 11% in 2013, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index.

   -- Real GDP growth will be 1.7% in 2013 and 2.8% in 2014.

   -- The 30-year mortgage rate will average 4.0% for 2013 and
      4.6% for 2014.

   -- Inflation will be 1.5% in both 2013 and 2014.

Overall, S&P's outlook for RMBS is stable.  Although S&P views
housing fundamentals positively, it believes RMBS fundamentals
still hinge on additional factors, such as the ultimate fate of
modified loans, the propensity of servicers to advance on
delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve mildly.  However, if a downside
scenario were to occur in the U.S. in line with Standard & Poor's
forecast, it believes that the credit quality of U.S. RMBS would
weaken.  S&P's downside scenario incorporates the following key
assumptions:

   -- Home prices once again decline as a result of higher
      defaults, additional shadow inventory, and less purchase
      activity.

   -- Total unemployment is 7.6% for the rest of 2013 but rises to
      8.0% in 2014, and job growth slows to almost zero in 2013
      and 2014.

   -- Downward pressure causes 1.3% GDP growth in 2013 and 0.4%
      growth in 2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall back to 4.0% in 2013
      and remain there throughout 2014, but capitalizing on such
      lower rates could be hampered by limited access to credit
      and pressure on home prices.


* S&P Lowers Ratings on 13 Classes From 10 RMBS Deals to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from 10 U.S. residential mortgage-backed securities (RMBS)
transactions to 'D (sf)'.  In addition, Standard & Poor's placed
its ratings on 12 classes from 11 additional U.S. RMBS
transactions on CreditWatch with negative implications.

The complete ratings list is available in "U.S. RMBS Classes
Affected By The Dec. 3, 2013, Rating Actions," published on
RatingsDirect, at http://www.globalcreditportal.com. The list is
also available on Standard & Poor's Web site at
http://www.standardandpoors.com.

The downgrades reflect S&P's assessment of the interest shortfalls
on the affected classes during recent remittance periods.
Additionally, S&P believes it is unlikely that certificate holders
will be reimbursed.

The CreditWatch placements reflect S&P's assessment of potential
interest shortfalls on those classes in recent remittance periods
reported by the trustee, which S&P believes would likely
negatively affect those ratings.  S&P is in the process of
verifying these possible interest shortfalls and, upon
confirmation of the reported data, will adjust the ratings as S&P
considers appropriate, according to its criteria.

The transactions reviewed are supported by mixed collateral of
fixed- and adjustable-rate mortgage loans.  A combination of
subordination, excess spread, and overcollateralization (where
applicable) provide credit enhancement for all of the transactions
in this review.


* S&P Lowers Ratings on Six Auction Pass-Through Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
auction pass-through transactions.

The transactions are pass-through structures.  The ratings on four
of the six affected transactions are dependent on the rating on
any of Federal Home Loan Mortgage Corp.'s (Freddie Mac's) 6.02%
non-cumulative perpetual preferred stock series X, 5.57% non-
cumulative perpetual, 5.10% non-cumulative perpetual preferred
stock N/A, or 5.90% non-cumulative perpetual preferred stock.

The ratings on the other two affected transactions are dependent
on the rating on any of Federal National Mortgage Association's
(Fannie Mae's) 5.375% non-cumulative preferred stock series I,
non-cumulative perpetual preferred stock series L, US $400 million
4.75% perpetual series M, or 5.81% non-cumulative preferred stock
series H.

The downgrades reflect the Nov. 8, 2013, downgrade of S&P's rating
on the underlying securities to 'D' from 'C'.  S&P may take
subsequent rating actions on these transactions due to changes in
its ratings assigned to any of the underlying securities.

RATINGS LOWERED

                              Rating       Rating
Class                         To           From

Auction Pass-Through Trust Series 2007-6
US$125 mil auction pass-through
trust class A&B series 2007-6
A                             D (sf)       C (sf)
B                             D (sf)       C (sf)

Auction Pass-Through Trust Series 2007-7
US$125 mil auction pass-through trust
class A and B series 2007-7
A                             D (sf)       C (sf)
B                             D (sf)       C (sf)

Merrill Lynch Auction Preferred Pass-Through Trust
US$93.75 mil auction pass thru
certs ser 2006-13,
class A re Freddie Mac
Non-Cum Pfd stk dtd 10/31/2006
due 01/11/2027
2006-13A                      D            C

US$31.25 mil auction pass thru certs ser 2006-13,
class B re Freddie Mac
Non-Cum Pfd Stk dtd 10/31/2006
due 01/11/2027
2006-13B                      D            C

US$120 mil auction pass thru certs
ser 2007-1 class A ser 2007-1 dtd
01/30/2007
2007-1                        D            C

US$40 mil auction pass thru certs
ser 2007-1 class B ser 2007-1 dtd
01/31/2007
2007-1                        D            C

US$79.5 mil ser 2006-2,
class A re Federal National Mtg Assoc
non-cumulative preferred stock
2006-2                        D            C

US$26.5 mil ser 2006-2, class B
re Federal National Mtg Assoc
non-cumulative preferred stock
2006-2                        D            C

US$93.3 mil auction pass thru certs
ser 2006-9, class A cert re Federal
National Mtg Assoc
non-cumulative preferred stock
2006-9                        D            C

US$46.65 mil auction pass thru certs
ser 2006-9, class B cert re
Federal National Mtg Assoc
non-cum preferred stock
2006-9                        D            C


                            *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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                  *** End of Transmission ***