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

            Sunday, August 11, 2013, Vol. 17, No. 221

                            Headlines

ALM VII(R): S&P Assigns Prelim. 'BB-' Rating to Class D Notes
ALM VII(R)-2: S&P Assigns Prelim. 'BB-' Rating to Class D Notes
AMERICAN HOME 2005-3: Moody's Cuts Rating on I-A-2 Debt to Caa1
AMERICREDIT AUTOMOBILE: Fitch Affirms 'BB' Rating on Class E Certs
AMERICREDIT AUTOMOBILE 2013-4: Moody's Rates Cl. E Notes '(P)Ba2'

AMERICREDIT FINANCIAL: Moody's Hikes 2011 & 2012 Auto Loan ABS
AMMC CLO V: Moody's Lifts Rating on $19.5MM Cl. D Notes From Ba2
AMMC VII: Moody's Hikes Rating on $15MM Cl. E Notes to 'Ba2'
ARES XX: Moody's Raises Rating on $12MM Class D Notes to 'Ba1'
ATRIUM III: Moody's Hikes Ratings on 2 Notes to 'Ba1(sf)'

BANK OF AMERICA 2005-3: Moody's Cuts Ratings on 11 Tranches
BANC OF AMERICA 2006-4: Moody's Affirms 'C' Ratings on 3 Certs
BEAR STEARNS: Moody's Takes Action on $2.2-Bil. of Subprime RMBS
BEAR STEARNS 2005-PWR8: Rights Transfer No Impact on Ratings
BEAR STEARNS 2005-PWR9: Moody's Affirms 'C' Ratings on 4 Certs

BEAR STEARNS 2005-TOP20: Fitch Cuts Rating on Class H Certs to 'C'
BEAR STEARNS 2005-TOP20: Moody's Cuts Rating on 2 Certs to 'C'
BEAR STEARNS 2007-PWR15: S&P Affirms B- Ratings on 2 Certificates
BELHURST CLO: Moody's Hikes Rating on $12.5MM Cl. E Notes to Ba2
BRAVO MORTGAGE 2006-1: Moody's Cuts Rating on Cl. M-2 Debt to Csf

CABELA'S CREDIT 2013-2: DBRS Rates Class D Notes 'BB(sf)'
CABELA'S CREDIT 2013-2: Fitch to Rate Class D Notes 'BB(sf)'
CAPITAL AUTO 2013-3: Moody's Rates Class E Notes '(P)Ba2'
CARLYLE ARNAGE: Moody's Confirms Ba2 Rating for Class B-2L Notes
CARLYLE GLOBAL 2012-2: S&P Affirms 'BB' Rating on Class E Notes

CITIGROUP 2004-C2: Moody's Affirms Caa3 Rating on Cl. L Certs
COMM 2010-C1: Moody's Affirms 'Ba3' Rating on Class XW-B Certs
COMM 2013-CCRE10: Moody's Assigns '(P)B2' Rating to Class F Certs
COMMERCIAL CAPITAL: Fitch Affirms D Rating on Cl. 3G Certificates
COMMERCIAL MORTGAGE 2001-CMLB1: Moody's Keeps X Certs' Ba3 Rating

CRIIMI MAE 1996-C1: Fitch Affirms 'D' Rating on Class F Notes
DEUTSCHE BANK 2010-C1: Fitch Affirms 'B-' Rating on Class G Certs
FIGUEROA CLO 2013-1: S&P Affirms 'BB' Rating on Class D Notes
FLAGSHIP CLO V: Moody's Affirms B1 Rating on $22.5MM Cl. E Notes
FRANKLIN CLO VI: Moody's Affirms 'Ba2' Rating on 2 Note Classes

HARBORVIEW 2006-8: Moody's Keeps Caa3 Rating on Class 2A-1A Debt
HEWETT'S ISLAND I-R: Moody's Affirms 'Ba3' Rating on Cl. E Notes
HIGHBRIDGE LOAN 2013-2: S&P Assigns 'BB' Rating to Class D Notes
JP MORGAN 2005-A2: Moody's Raises Ratings on Two Note Classes
JP MORGAN 2005-CIBC12: Fitch Cuts Rating on Class C Certs to 'CCC'

JP MORGAN 2005-CIBC13: Moody's Cuts Ratings on 2 CMBS Classes
JP MORGAN 2010-C2: Fitch Affirms 'B-' Rating on Cl. H Certificates
JP MORGAN 2011-C5: Fitch Affirms 'B-' Rating on Cl. G Certificates
JP MORGAN 2011-C5: Moody's Affirms B3 Rating on Cl. G Certs
JP MORGAN 2012-FL2: Fitch Affirms BB+ Rating on Cl. E Certificates

JP MORGAN 2013-C14: Moody's Rates Class G Certificates '(P)B2'
KATONAH VII: Moody's Hikes Rating on $20.5MM Cl. D Notes to 'Ba1'
KLEROS PREFERRED: Collateral Mgr. Changes No Impact on Ratings
LEHMAN BROTHERS 2007-LLF: Rights Transfer No Impact on Ratings
MAC CAPITAL: Moody's Ups Rating on Cl. C-3 Securities to Ba2

MORGAN STANLEY 1997-RR: Fitch Affirms 'D' Rating on 2 Note Classes
MORGAN STANLEY 2003-IQ6: Moody's Keeps Caa2 Rating on Cl. L Certs
MORGAN STANLEY 2004-RR: Fitch Affirms C Rating on Cl. F-7 Notes
MORGAN STANLEY 2006-IQ11: Fitch Affirms D Rating on Class J Certs
MORGAN STANLEY 2006-TOP23: Fitch Affirms D Rating on Cl. L Certs

MORGAN STANLEY 2013-C11: Moody's Rates Cl. G Certificates '(P)B2'
N-STAR CDO VII: S&P Lowers Rating on 4 Note Classes to 'CC'
NAVIGATOR CDO 2006: Moody's Hikes Rating on Cl. D Notes to 'Ba3'
NEW CENTURY HOME: Moody's Hikes Rating on $726MM RMBS From 2005
NORTHSHORE RE 2013-1: S&P Assigns 'BB-' Rating to Class A Notes

OZLM FUNDING III: S&P Affirms 'BB' Rating to $30MM Class D Notes
SEAWALL 2007-3: Moody's Affirms 'Ba1' Rating on Class C Notes
SILVERLEAF FINANCE VII: S&P Affirms 'BB' Rating to Class C Notes
SLM STUDENT 2005-7: Fitch Ups Subordinate Note Rating From 'BBsf'
SLM STUDENT 2008-2: Fitch Raises Rating on Class B Note From 'BB'

STONE TOWER II: Moody's Lifts Rating on Cl. A-2L Notes to 'Caa1'
STONE TOWER IV: Moody's Confirms 'Ba3' Rating on Class D Notes
STRUCTURED ADJUSTABLE: Moody's Hikes Cl. M1 Debt Rating to 'B3'
STRUCTURED ASSET 2004-AR4: Moody's Cuts Cl. M Debt Rating to Caa1
STRUCTURED ASSET 2005-WF1: Moody's Ups Ratings on 4 Debt Classes

TACSEE FUNDING: S&P Assigns 'BB+' Rating on Class A Notes
TELOS CLO 2013-4: S&P Assigns 'BB' Rating on Class E Notes
VENTURE XIV: Moody's Rates $31.7MM Class E Junior Notes '(P)Ba2'
VERITAS CLO I: Moody's Raises Rating on Class E Notes From 'B3'
WACHOVIA BANK 2005-C20: Fitch Affirms 'D' Rating on Class H Certs.

WELLS FARGO: Moody's Takes Action on $189MM RMBS Issued 2005-2007
WELLS FARGO 2012-CCRE-2: Fitch Affirms 'B' Rating on Class G Certs
WFRBS 2012-C8: Moody's Affirms B2 Rating on Class G Certs
WICKER PARK I: Moody's Hikes Ratings on 2 Note Classes to 'Caa3'
WIND RIVER: S&P Raises Rating on Class C-1 Notes to 'B+'

WINDERMERE XIV: Fitch Lowers Ratings on 3 Cert. Classes to 'CCsf'

* Moody's Lifts Ratings on $916MM RMBS Issued From 2005 to 2006
* Moody's Raises Ratings on $469MM of RMBS from Five Issuers
* Moody's Takes Action on $12MM Bonds From 2 Resec. Deals
* S&P Withdraws 14 Rating on 6 U.S. Synthetic CDO Transactions
* S&P Lowers 25 Ratings on 12 U.S. RMBS Transactions

* S&P Lowers Ratings on 5 Classes From 4 US CMBS Transactions
* Deleveraging Cues Moody's to Take Action on 36 CDO Tranches


                            *********

ALM VII(R): S&P Assigns Prelim. 'BB-' Rating to Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ALM VII(R) Ltd./ALM VII(R) LLC's $775 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 Aug. 2,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's experienced management team.

   -- The timely interest and ultimate principal payments on the
      preliminary rated notes, which S&P assessed using its cash
      flow analysis and assumptions commensurate with the assigned
      preliminary ratings under various interest-rate scenarios,
      including LIBOR ranging from 0.2676% to 12.8655%.

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

   -- The transaction's interest diversion test during the
      reinvestment period, a failure of which will lead to the
      reclassification of up to 50% of excess interest proceeds
      that are available prior to paying uncapped administrative
      expenses and fees, subordinated hedge payments, collateral
      manager subordinated fees, supplemental reserve account
      deposits, and subordinated note payments to principal
      proceeds for the purchase of additional collateral assets
      during the reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com/1699.pdf

PRELIMINARY RATINGS ASSIGNED

ALM VII(R) Ltd./ALM VII(R) LLC

Class              Rating          Amount
                                 (mil. $)
A-1                 AAA (sf)        497.5
A-2                 AA (sf)          95.7
B (deferrable)      A (sf)           76.9
C (deferrable)      BBB- (sf)        54.9
D (deferrable)      BB- (sf)         25.7
E (deferrable)      B (sf)           24.3
Subordinated notes  NR               80.5

NR-Not rated.


ALM VII(R)-2: S&P Assigns Prelim. 'BB-' Rating to Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ALM VII(R)-2 Ltd./ALM VII(R)-2 LLC's $843.85 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 Aug. 2,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The collateral manager's experienced management team.

   -- The timely interest and ultimate principal payments on the
      preliminary rated notes, which S&P assessed using its cash
      flow analysis and assumptions commensurate with the assigned
      preliminary ratings under various interest-rate scenarios,
      including LIBOR ranging from 0.2676% to 12.8655%.

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

   -- The transaction's interest diversion test during the
      reinvestment period, a failure of which will lead to the
      reclassification of up to 50% of excess interest proceeds
      that are available prior to paying uncapped administrative
      expenses and fees, subordinated hedge payments, collateral
      manager subordinated fees, supplemental reserve account
      deposits, and subordinated note payments to principal
      proceeds for the purchase of additional collateral assets
      during the reinvestment period.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1702.pdf

PRELIMINARY RATINGS ASSIGNED

ALM VII(R)-2 Ltd./ALM VII(R)-2 LLC


Class               Rating           Amount
                                   (mil. $)
A-1                 AAA (sf)        541.700
A-2                 AA (sf)         104.200
B (deferrable)      A (sf)           83.750
C (deferrable)      BBB- (sf)        59.775
D (deferrable)      BB- (sf)         27.975
E (deferrable)      B (sf)           26.450
Subordinated notes  NR               86.600

NR-Not rated.


AMERICAN HOME 2005-3: Moody's Cuts Rating on I-A-2 Debt to Caa1
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one
tranche, confirmed the ratings of three tranches, and upgraded the
ratings of five tranches from two RMBS transactions issued by
American Home Mortgage Investment Trust, backed by Alt-A loans.

Complete rating actions are as follows:

Issuer: American Home Mortgage Investment Trust 2004-2

Cl. II-A, Upgraded to Ba1 (sf); previously on May 14, 2013 Ba3
(sf) Placed Under Review Direction Uncertain

Cl. III-A, Upgraded to Ba2 (sf); previously on May 14, 2013 B1
(sf) Placed Under Review Direction Uncertain

Cl. IV-A-6, Upgraded to A3 (sf); previously on May 14, 2013 Baa1
(sf) Placed Under Review Direction Uncertain

Cl. V-A, Upgraded to Baa3 (sf); previously on May 14, 2013 Ba1
(sf) Placed Under Review Direction Uncertain

Issuer: American Home Mortgage Investment Trust 2005-3

Cl. I-A-1, Upgraded to Ba2 (sf); previously on May 14, 2013 B1
(sf) Placed Under Review Direction Uncertain

Cl. I-A-2, Downgraded to C (sf); previously on May 14, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. II-A-3, Confirmed at Aa3 (sf); previously on May 14, 2013 Aa3
(sf) Placed Under Review Direction Uncertain

Cl. III-A-1, Confirmed at B3 (sf); previously on May 14, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. III-A-3, Confirmed at A2 (sf); previously on May 14, 2013 A2
(sf) Placed Under Review Direction Uncertain

Ratings Rationale:

These actions reflect recent performance of the underlying pools
and Moody's updated loss expectations on the pools. These rating
actions consist of one downgrade, three confirmations, and five
upgrades. The downgrade of Class I-A-2 in American Home Mortgage
Investment Trust 2005-3 is primarily due to the bond write-down to
zero because of realized losses. The upgrades are due to the an
increase in the credit enhancement available to the bonds.

The actions also reflect the correction of errors in the
Structured Finance Workstation (SFW) cash flow models used by
Moody's in rating these transactions, specifically in how the
model handles principal and interest allocation for these
transactions. The cash flow models used in the past rating actions
had incorrectly used separate interest and principal waterfalls.
However, the pooling and servicing agreements for these
transactions provide that all collected principal and interest is
commingled into one payment waterfall to pay all promised interest
due on bonds first, then to pay scheduled principal. These rating
actions take into account the correct interest and principal
waterfall.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


AMERICREDIT AUTOMOBILE: Fitch Affirms 'BB' Rating on Class E Certs
------------------------------------------------------------------
As part of its ongoing surveillance, Fitch Ratings affirms five
classes of the AmeriCredit Automobile Receivables Trust 2011-4
transaction as follows:

-- Class A-3 at 'AAAsf'; Outlook Stable;
-- Class B at 'AAsf'; Outlook Positive;
-- Class C at 'Asf'; Outlook Positive;
-- Class D at 'BBBsf'; Outlook Positive;
-- Class E at 'BBsf'; Outlook Positive.

Key Rating Drivers:

The rating affirmations are based on available credit enhancement
and loss performance. The collateral pool continues to perform
within Fitch's expectations, with cumulative net losses currently
at 3.82%. Under the credit enhancement structure, the securities
are able to withstand stress scenarios consistent with the current
rating and make full payments to investors in accordance with the
terms of the documents.

The ratings reflect the quality of AmeriCredit Financial Services,
Inc.'s retail auto loan originations, the strength of its
servicing capabilities, and the sound financial and legal
structure of the transaction.

Rating Sensitivity

Unanticipated increases in the frequency of defaults and loss
severity could produce loss levels higher than the current
projected base case loss proxy and impact available loss coverage
and multiples levels for the transactions. Lower loss coverage
could impact ratings and Rating Outlooks, depending on the extent
of the decline in coverage.

In Fitch's initial review of the transactions, the notes were
found to have limited sensitivity to a 1.5x and 2.5x increase of
Fitch's base case loss expectation. To date, the transaction has
exhibited strong performance with losses within Fitch's initial
expectations with rising loss coverage and multiple levels
consistent with the current ratings. A material deterioration in
performance would have to occur within the asset pools to have
potential negative impact on the outstanding ratings.


AMERICREDIT AUTOMOBILE 2013-4: Moody's Rates Cl. E Notes '(P)Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2013-4 (AMCAR 2013-4). This is the fourth public subprime
transaction of the year for AmeriCredit Financial Services, Inc.
(AmeriCredit).

The complete rating actions are as follows:

Issuer: AmeriCredit Automobile Receivables Trust 2013-4

Class A-1 Notes, Assigned (P)P-1 (sf)

Class A-2 Notes, Assigned (P)Aaa (sf)

Class A-3 Notes, Assigned (P)Aaa (sf)

Class B Notes, Assigned (P)Aa1 (sf)

Class C Notes, Assigned (P)Aa3 (sf)

Class D Notes, Assigned (P)Baa2 (sf)

Class E Notes, Assigned (P)Ba2 (sf)

Ratings Rationale:

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

Moody's median cumulative net loss expectation for the AMCAR 2013-
4 pool is 10.00% and total credit enhancement required to achieve
Aaa rating is 36.50%. The loss expectation was based on an
analysis of AmeriCredit's portfolio vintage performance as well as
performance of past securitizations, and current expectations for
future economic conditions.

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

The principal methodology used in this rating was "Moody's
Approach to Rating Auto Loan-Backed ABS," published in May 2013.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20%, 25% or 35%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and Baa1, respectively; Class B notes might
change from Aa1 to Baa1, Ba1, and below B3, respectively; Class C
notes might change from Aa3 to Ba3, below B3, and below B3,
respectively; Class D notes might change from Baa2 to below B3 in
all three scenarios; and Class E notes might change from Ba2 to
below B3 in all three scenarios.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


AMERICREDIT FINANCIAL: Moody's Hikes 2011 & 2012 Auto Loan ABS
--------------------------------------------------------------
Moody's Investors Service has upgraded 26 tranches, confirmed 1
tranche and affirmed an additional 27 tranches from
securitizations sponsored by AmeriCredit Financial Services, Inc.
(AmeriCredit) between 2010 and 2012.

The complete rating actions as follow:

Issuer: AmeriCredit Automobile Receivables Trust 2010-1

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Affirmed Aa1 (sf); previously on May 13, 2013 Affirmed Aa1
(sf)

Issuer: AmeriCredit Automobile Receivables Trust 2010-2

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aaa (sf); previously on May 13, 2013 Aa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Confirmed at A1 (sf); previously on May 13, 2013 A1 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2010-3

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aa1 (sf); previously on May 13, 2013 Aa2 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2010-4

Cl. B, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aaa (sf); previously on May 13, 2013 Aa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A1 (sf); previously on May 13, 2013 A2 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2010-A

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Underlying Rating: Affirmed Aaa (sf); previously on May 13, 2013
Affirmed Aaa (sf)

Issuer: AmeriCredit Automobile Receivables Trust 2010-B

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Underlying Rating: Affirmed Aaa (sf); previously on May 13, 2013
Affirmed Aaa (sf)

Issuer: AmeriCredit Automobile Receivables Trust 2011-1

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aa1 (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A1 (sf); previously on May 13, 2013 A3 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2011-2

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aa1 (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A1 (sf); previously on May 13, 2013 A3 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2011-3

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. C, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed Aaa
(sf)

Cl. D, Upgraded to Aa1 (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A1 (sf); previously on May 13, 2013 A3 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2011-5

Cl. A-2, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on May 13, 2013 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on May 13, 2013 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on May 13, 2013 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Baa1 (sf); previously on May 13, 2013 Ba2 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2012-1

Cl. A-2, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on May 13, 2013 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C., Upgraded to Aaa (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on May 13, 2013 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Baa1 (sf); previously on May 13, 2013 Ba2 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2012-2

Cl. A-2, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on May 13, 2013 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on May 13, 2013 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. E., Upgraded to Baa1 (sf); previously on May 13, 2013 Ba1 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2012-3

Cl. A-2, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on May 13, 2013 Affirmed
Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on May 13, 2013 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on May 13, 2013 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to A1 (sf); previously on May 13, 2013 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to Baa1 (sf); previously on May 13, 2013 Ba1 (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale:

The actions are a result of reduction in lifetime loss
expectations due to stronger performance of the underlying
collateral pools than original expectations. The mezzanine bonds
benefit additionally from build-up of credit enhancement relative
to remaining losses due to the sequential pay structure and non-
declining reserve account. However, the junior securities receive
limited benefit because the target credit enhancement is a
percentage of the outstanding pool balance until it reaches a
floor, and is a combination of over-collateralization, which
declines until it reaches its floor of 0.50%, and a non-declining
reserve account. The combined target credit enhancement level
declined to 14.75% in the 2011 and 2012 transactions except for
2012-3, which declined to 14.25%, versus a range of 15.75% to
23.25% for the 2010 transactions.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Approach to Rating Auto Loan-Backed ABS" , Published May 2013.

Key performance metrics (as of the July 2013 distribution date)
and credit assumptions for each affected transaction. Credit
assumptions include Moody's expected lifetime CNL expected
range/loss which is expressed as a percentage of the original pool
balance; Moody's lifetime remaining CNL expectation and Moody's
Aaa (sf) level which are expressed as a percentage of the current
pool balance. The Aaa level is the level of credit enhancement
that would be consistent with a Aaa (sf) rating for the given
asset pool. Performance metrics include pool factor which is the
ratio of the current collateral balance to the original collateral
balance at closing; total credit enhancement, which typically
consists of subordination, overcollateralization, and a reserve
fund; and per annum excess spread.

Issuer: AmeriCredit Automobile Receivables Trust 2010-1

  Lifetime CNL expected loss -- 6.50%, prior expectation (May
  2013) -- 6.50%

  Lifetime Remaining CNL expectation -- 4.72%;

  Aaa Level -- 28.00%

  Pool factor -- 19.04%

  Total credit enhancement (excluding excess spread ): Class-C
  54.76%, Class-D 23.25%

  Excess spread -- Approximately 9.5% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2010-2

  Lifetime CNL expectation -- 6.00%; prior expected loss range
  (May 2013) -- 5.75% to 6.25%

  Lifetime Remaining CNL expectation -- 5.66%;

  Aaa Level -- 28.00%

  Pool factor -- 22.60%

  Total credit enhancement (excluding excess spread ): Class-C
  67.23%, Class-D 25.20%, Class- E 15.25%

  Excess spread -- Approximately 8.0% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2010-3

  Lifetime CNL expectation -- 6.00%; prior expected loss
  range(May 2013) -- 5.75% to 6.25%

  Lifetime Remaining CNL expectation -- 5.57%;

  Aaa Level -- 28.00%

  Pool factor -- 32.17%

  Total credit enhancement (excluding excess spread ): Class-A
  103.43%, Class-B 79.34%, Class-C 48.11%, Class-D 19.20%

  Excess spread -- Approximately 9.4% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2010-4

  Lifetime CNL expectation -- 6.00%; prior expected loss
  range(May 2013) -- 5.75% to 6.25%

  Lifetime Remaining CNL expectation -- 6.18%;

  Aaa Level -- 28.00%

  Pool factor -- 29.34%

  Total credit enhancement (excluding excess spread ): Class-B
  83.60%, Class-C 52.93%, Class-D 22.76%, Class-E 14.75%

  Excess spread -- Approximately 9.4% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2010-A

  Lifetime CNL expectation -- 7.50%, prior expectation (May 2013)
  -- 7.50%

  Lifetime Remaining CNL expectation -- 5.39%;

  Aaa Level -- 30.00%

  Pool factor -- 22.27%

  Total credit enhancement (excluding excess spread ): Class-A
  29.48%

  Excess spread -- Approximately 11.0% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2010-B

  Lifetime CNL expectation -- 6.00%, prior expectation (May 2013)
  -- 6.25%

  Lifetime Remaining CNL expectation -- 5.00%;

  Aaa Level -- 28.00%

  Pool factor -- 28.53%

  Total credit enhancement (excluding excess spread ): Class-A
  27.51%

  Excess spread -- Approximately 10.6% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-1

  Lifetime CNL expectation- 6.00%; prior expected loss range (May
  2013) -- 5.75% to 6.25%

  Lifetime Remaining CNL expectation -- 6.25%;

  Aaa Level -- 28.00%

  Pool factor -- 36.79%

  Total credit enhancement (excluding excess spread ): Class-A
  89.36%, Class-B 69.65%, Class-C 45.19%, Class-D 21.14%, Class-E
  14.75%

  Excess spread -- Approximately 9.1% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-2

  Lifetime CNL expectation -- 6.25%; prior expected loss range
  (May 2013) -- 6.25% to 6.75%

  Lifetime Remaining CNL expectation -- 5.84%;

  Aaa Level -- 30.00%

  Pool factor -- 36.49%

  Total credit enhancement (excluding excess spread ): Class-A
  89.97%, Class-B 70.10%, Class-C 45.44%, Class-D 21.19%, Class-E
  14.75%

  Excess spread -- Approximately 9.0% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-3

  Lifetime CNL expectation -- 6.25%; prior expected loss range
  (May 2013) -- 6.25% to 6.75%

  Lifetime Remaining CNL expectation -- 5.48%;

  Aaa Level -- 30.00%

  Pool factor -- 42.81%

  Total credit enhancement (excluding excess spread ): Class-A
  78.87%, Class-B 61.94%, Class-C 40.91%, Class-D 20.24%, Class-E
  14.75%

  Excess spread -- Approximately 9.1% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-5

  Lifetime CNL expectation -- 7.50%; prior expected loss range
  (May 2013) -- 7.50% to 8.00%

  Lifetime Remaining CNL expectation -- 7.27%;

  Aaa Level -- 32.00%

  Pool factor -- 54.31%

  Total credit enhancement (excluding excess spread ): Class-A
  65.29%, Class B 51.94%, Class-C 35.37%, Class-D 19.08%, Class-E
  14.75%

  Excess spread -- Approximately 8.4% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2012-1

  Lifetime CNL expectation -- 7.50%; prior expected loss range
  (May 2013) -- 7.50% to 8.00%

  Lifetime Remaining CNL expectation -- 7.83%;

  Aaa Level -- 32.00%

  Pool factor -- 57.03%

  Total credit enhancement (excluding excess spread ): Class-A
  62.88%, Class-B 50.17%, Class-C 34.39%, Class-D 18.87%, Class-E
  14.75%

  Excess spread -- Approximately 9.1% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2012-2

  Lifetime CNL expectation -- 7.50%; prior expected loss range
  (May 2013) -- 8.00% to 9.00%

  Lifetime Remaining CNL expectation -- 7.60%;

  Aaa Level -- 32.00%

  Pool factor -- 62.67%

  Total credit enhancement (excluding excess spread ): Class-A
  58.55%, Class-B 46.98%, Class-C 32.62%, Class-D 18.50%, Class-E
  14.75%

  Excess spread -- Approximately 10.0% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2012-3

  Lifetime CNL expectation -- 7.50%; prior expected loss range
  (May 2013) -- 8.00% to 9.00%

  Lifetime Remaining CNL expectation -- 7.61%;

  Aaa Level -- 32.00%

  Pool factor -- 68.73%

  Total credit enhancement (excluding excess spread ): Class-A
  54.19%, Class-B 43.64%, Class-C 30.55%, Class-D 17.67%, Class-E
  14.25%

  Excess spread -- Approximately 9.5% per annum

Ratings on the notes may be downgraded if the lifetime CNL
expectation is increased by 20%.


AMMC CLO V: Moody's Lifts Rating on $19.5MM Cl. D Notes From Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by AMMC CLO V, Ltd.:

$19,500,000 Class C Floating Rate Deferrable Notes Due August 8,
2017, Upgraded to Aaa (sf); previously on July 15, 2013 Upgraded
to A2 (sf) and Placed Under Review for Possible Upgrade;

$19,500,000 Class D Floating Rate Deferrable Notes Due August 8,
2017, Upgraded to Baa1 (sf); previously on July 15, 2013 Ba2 (sf)
Placed Under Review for Possible Upgrade.

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

$135,000,000 Class A-1-A Floating Rate Notes Due August 8, 2017
(current outstanding balance of $9,719,017.76), Affirmed Aaa (sf);
previously on December 28, 2005 Assigned Aaa (sf);

$25,000,000 Class A-1-R Variable Funding Floating Rate Notes Due
August 8, 2017 (current outstanding balance of $5,980,487.56),
Affirmed Aaa (sf); previously on December 28, 2005 Assigned Aaa
(sf);

$40,000,000 Class A-1-B Floating Rate Notes Due August 8, 2017,
Affirmed Aaa (sf); previously on July 15, 2013 Upgraded to Aaa
(sf);

$28,750,000 Class A-2 Floating Rate Notes Due August 8, 2017
(current outstanding balance of $8,168,124.35), Affirmed Aaa (sf);
previously on July 19, 2011 Upgraded to Aaa (sf);

$9,750,000 Class B Floating Rate Notes Due August 8, 2017,
Affirmed Aaa (sf); previously on July 15, 2013 Upgraded to Aaa
(sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
September 2012. Moody's notes that the Class A Notes have been
paid down by approximately 69.1% or $142.5 million since September
2012. Based on the latest trustee report dated July 2, 2013, the
Senior Overcollateralization Ratio is reported at 165.5% versus
the September 2012 level of 121.6%.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class C
Notes and Class D Notes announced on July 15, 2013. At that time,
Moody's said that it had upgraded and placed certain of the
issuer's ratings on review primarily as a result of substantial
deleveraging of the senior notes and increases in OC ratios
resulting from high rates of loan collateral prepayments during
the first half of 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par balance of
$112.5 million, defaulted par of $4.3 million, a weighted average
default probability of 13.27% (implying a WARF of 2494), a
weighted average recovery rate upon default of 50.30%, and a
diversity score of 36. The default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed. The default probability is
derived from the credit quality of the collateral pool and Moody's
expectation of the remaining life of the collateral pool. The
average recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (1995)

Class A-1A: 0

Class A-1R: 0

Class A-1B: 0

Class A-2: 0

Class B: 0

Class C: 0

Class D: +2

Moody's Adjusted WARF + 20% (2993)

Class A-1A: 0

Class A-1R: 0

Class A-1B: 0

Class A-2: 0

Class B: 0

Class C: 0

Class D: -2

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

Sources of additional performance uncertainties:

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

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

3) Sensitivity to default timing scenarios: The junior and
mezzanine notes of this CLO structure rely significantly on excess
interest for additional credit enhancement. However, the
availability of such credit enhancement from excess interest is
subject to uncertainties relating to the timing and the amount of
defaults. Moody's modeled additional scenarios using concentrated
default timing profiles to assess the sensitivity of the notes'
ratings to volatility in the amount of excess interest available
after defaults.


AMMC VII: Moody's Hikes Rating on $15MM Cl. E Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by AMMC VII, Limited:

$17,500,000 Class C Deferrable Floating Rate Notes, Upgraded to
Aa1 (sf); previously on July 15, 2013 Upgraded to Aa3 (sf) and
Placed Under Review for Possible Upgrade;

$30,000,000 Class D Deferrable Floating Rate Notes, Upgraded to
Baa3 (sf); previously on January 7, 2013 Upgraded to Ba1 (sf);

$15,000,000 Class E Deferrable Floating Rate Notes (current
outstanding balance of 11,237,947), Upgraded to Ba2 (sf);
previously on January 7, 2013 Upgraded to Ba3 (sf).

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

$375,000,000 Class A Floating Rate Notes (current outstanding
balance of $193,264,378), Affirmed Aaa (sf); previously on August
16, 2011 Upgraded to Aaa (sf);

$22,500,000 Class B Floating Rate Notes, Affirmed Aaa (sf);
previously on July 15, 2013 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in January 2013. Moody's notes that the Class A
Notes have been paid down by approximately 46.7% or $169 million
since the last rating action. Based on the latest trustee report
dated July 11, 2013, the Class A, Class B, Class C, Class D and
Class E overcollateralization ratios are reported at 140.7%,
129.0%, 121.2%, 109.7% and 106.0%, respectively, versus November
2012 levels of 127.9%, 120.4.0%, 115.1%, 107.2% and 104.4%,
respectively. Moody's notes the trustee reported
overcollateralization ratios do not reflect the recent payment to
the Class A Notes in July. Moody's also announced that it had
concluded its review of its ratings on the issuer's Class C Notes
announced on July 15, 2013. At that time, Moody's said that it had
upgraded and placed certain of the issuer's ratings on review for
upgrade primarily as a result of substantial deleveraging of the
senior notes and increases in OC ratios resulting from high rates
of loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $291.5 million, defaulted par of $4.1 million,
a weighted average default probability of 15.96% (implying a WARF
of 2602), a weighted average recovery rate upon default of 50.08%,
and a diversity score of 60. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

AMMC VII, Limited, issued in December 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (2081)

Class A: 0

Class B: 0

Class C: +1

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3122)

Class A: 0

Class B: 0

Class C: -2

Class D: -1

Class E: -1

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

Sources of additional performance uncertainties:

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

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


ARES XX: Moody's Raises Rating on $12MM Class D Notes to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Ares XX CLO, Ltd.:

$19,500,000 Class C Floating Rate Notes Due December 6, 2017,
Upgraded to A1 (sf); previously on July 15, 2013 Baa1 (sf) Placed
Under Review for Possible Upgrade

$12,000,000 Class D Floating Rate Notes Due December 6, 2017,
Upgraded to Ba1 (sf); previously on July 15, 2013 Ba2 (sf) Placed
Under Review for Possible Upgrade

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

$186,500,000 Class A-1 Floating Rate Notes Due December 6, 2017
(current outstanding balance of $33,509,141), Affirmed Aaa (sf);
previously on March 19, 2013 Affirmed Aaa (sf)

$100,000,000 Class A-2 Floating Rate Notes Due December 6, 2017
(current outstanding balance of $17,967,368), Affirmed Aaa (sf);
previously on March 19, 2013 Affirmed Aaa (sf)

$75,000,000 Class A-3a Floating Rate Notes Due December 6, 2017
(current outstanding balance of $6,502,752), Affirmed Aaa (sf);
previously on March 19, 2013 Affirmed Aaa (sf)

$8,500,000 Class A-3b Floating Rate Notes Due December 6, 2017,
Affirmed Aaa (sf); previously on March 19, 2013 Affirmed Aaa (sf)

$30,000,000 Class A-4 Floating Rate Notes Due December 6, 2017,
Affirmed Aaa (sf); previously on March 19, 2013 Upgraded to Aaa
(sf)

$28,000,000 Class B Floating Rate Notes Due December 6, 2017,
Affirmed Aaa (sf); previously on July 15, 2013 Upgraded to Aaa
(sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
March 2013. Moody's notes that the Class A-1, A-2 and A-3a Notes
have been paid down by approximately 66% or $113.5 million since
that time. Based on the latest trustee report dated July 3, 2013,
the Class A, Class B, Class C and Class D overcollateralization
ratios are reported at 154.1%, 129.8%, 117.0% and 110.3%,
respectively, versus February 2013 levels of 138.5%, 122.2%,
113.0% and 107.9%, respectively. The overcollateralization ratios
reported in the July 2013 trustee report do not include the July
15, 2013 payment distribution, when $53 million of principal
proceeds were used to pay down the Class A-1, A-2 and A-3a Notes.
In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class C
and Class D Notes announced on July 15, 2013. At that time,
Moody's said that it had upgraded and placed certain of the
issuer's ratings on review primarily as a result of substantial
deleveraging of the senior notes and increases in OC ratios
resulting from high rates of loan collateral prepayments during
the first half of 2013.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on Moody's calculations, securities that mature
after the maturity date of the notes currently make up
approximately 12.7% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $173 million, defaulted par of $4.6 million, a
weighted average default probability of 15.22% (implying a WARF of
2561), a weighted average recovery rate upon default of 52.53%,
and a diversity score of 35. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2049)

Class A-1: 0

Class A-2: 0

Class A-3a: 0

Class A-4: 0

Class B: 0

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (3073)

Class A-1: 0

Class A-2: 0

Class A-3a: 0

Class A-4: 0

Class B: -1

Class C: -2

Class D: -1

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

Sources of additional performance uncertainties:

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

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

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


ATRIUM III: Moody's Hikes Ratings on 2 Notes to 'Ba1(sf)'
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Atrium III:

$31,750,000 Class B Deferrable Floating Rate Notes Due October 27,
2016, Upgraded to Aaa (sf); previously on July 15, 2013 Aa2 (sf)
Placed Under Review for Possible Upgrade;

$16,500,000 Class C Floating Rate Notes Due October 27, 2016,
Upgraded to A1 (sf); previously on March 1, 2013 Upgraded to Baa2
(sf);

$6,000,000 Class D-1 Floating Rate Notes Due October 27, 2016,
Upgraded to Ba1 (sf); previously on March 1, 2013 Affirmed Ba3
(sf);

$5,000,000 Class D-2 Fixed Rate Notes Due October 27, 2016,
Upgraded to Ba1 (sf); previously on March 1, 2013 Affirmed Ba3
(sf).

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

$373,000,000 Class A-1 Floating Rate Notes Due October 27, 2016
(current outstanding balance of $ 40,618,210.59), Affirmed Aaa
(sf); previously on March 1, 2013 Affirmed Aaa (sf);

$13,000,000 Class A-2a Floating Rate Notes Due October 27, 2016,
Affirmed Aaa (sf); previously on March 1, 2013 Affirmed Aaa (sf);

$13,500,000 Class A-2b Fixed Rate Notes Due October 27, 2016,
Affirmed Aaa (sf); previously on March 1, 2013 Affirmed 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 March 2013. Moody's notes that the Class A-1
Notes have been paid down by approximately 64% or $73.0 million
since the last rating action. Based on the latest trustee report
dated June 25, 2013, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 243.3%, 165.2%,
141.5%, 129.2%, respectively, versus February 2013 levels of
165.7%, 135.1%, 123.3% and 116.5%, respectively. In taking the
foregoing actions, Moody's also announced that it had concluded
its review of the rating on the issuer's Class B Notes announced
on July 15, 2013. At that time, Moody's said that it had placed
certain of the issuer's ratings on review primarily as a result of
substantial deleveraging of the senior notes and increases in OC
ratios resulting from high rates of loan collateral prepayments
during the first half of 2013.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the June 2013 trustee report, securities that
mature after the maturity date of the notes currently make up
approximately 54.9% 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.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $161.1 million, defaulted par of $9.4 million,
a weighted average default probability of 15.68% (implying a WARF
of 2780) a weighted average recovery rate upon default of 49.98%,
and a diversity score of 34. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2224)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class B: 0

Class C: +2

Class D-1: +2

Class D-2: +2

Moody's Adjusted WARF + 20% (3336)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class B: 0

Class C: -1

Class D-1: -1

Class D-2: -1

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

Sources of additional performance uncertainties:

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

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

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


BANK OF AMERICA 2005-3: Moody's Cuts Ratings on 11 Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eleven
tranches from one RMBS transaction issued by Bank of America. The
actions impact approximately $39.8 million of RMBS issued from
2005.

Complete rating actions are as follows:

Issuer: Banc of America Funding 2005-3 Trust

Cl. 1-A-9, Downgraded to Ba3 (sf); previously on Aug 30, 2012
Downgraded to Ba1 (sf)

Cl. 1-A-10, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba2 (sf)

Cl. 1-A-11, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba2 (sf)

Cl. 1-A-13, Downgraded to Ba2 (sf); previously on Aug 30, 2012
Downgraded to Baa1 (sf)

Cl. 1-A-14, Downgraded to B3 (sf); previously on Aug 30, 2012
Downgraded to Ba3 (sf)

Cl. 1-A-18, Downgraded to Ba3 (sf); previously on Aug 30, 2012
Downgraded to Ba1 (sf)

Cl. 1-A-19, Downgraded to Ba3 (sf); previously on Aug 30, 2012
Downgraded to Ba1 (sf)

Cl. 1-A-20, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba2 (sf)

Cl. 1-A-23, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba1 (sf)

Cl. 1-A-24, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba2 (sf)

Cl. 30-PO, Downgraded to B1 (sf); previously on Aug 30, 2012
Downgraded to Ba2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrade rating actions reflect deterioration of
collateral performance.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


BANC OF AMERICA 2006-4: Moody's Affirms 'C' Ratings on 3 Certs
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of sixteen classes
of Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-4 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Oct 20, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed Aaa (sf); previously on Oct 20, 2006 Assigned
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Oct 20, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Oct 20, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aa1 (sf); previously on Dec 2, 2010 Downgraded
to Aa1 (sf)

Cl. A-J, Affirmed Ba1 (sf); previously on Aug 30, 2012 Downgraded
to Ba1 (sf)

Cl. B, Affirmed Ba3 (sf); previously on Aug 30, 2012 Downgraded to
Ba3 (sf)

Cl. C, Affirmed B3 (sf); previously on Sep 15, 2011 Downgraded to
B3 (sf)

Cl. D, Affirmed Caa1 (sf); previously on Sep 15, 2011 Downgraded
to Caa1 (sf)

Cl. E, Affirmed Caa2 (sf); previously on Sep 15, 2011 Downgraded
to Caa2 (sf)

Cl. F, Affirmed Caa3 (sf); previously on Sep 15, 2011 Downgraded
to Caa3 (sf)

Cl. G, Affirmed C (sf); previously on Sep 15, 2011 Downgraded to C
(sf)

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

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

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

Cl. XP, Affirmed Aaa (sf); previously on Oct 20, 2006 Definitive
Rating Assigned Aaa (sf)

Ratings Rationale:

The affirmations of the investment grade principal and interest
(P&I) classes are due to due to key parameters, including Moody's
loan to value (LTV) ratio, Moody's stressed debt service coverage
ratio (DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. The ratings of the below investment grade P&I
classes are consistent with Moody's expected loss and thus are
affirmed.

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

The ratings of the IO classes are consistent with the credit
performance of their referenced classes and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
8.5% of the current balance compared to 9.0% at last review. Base
expected losses and realized losses have decreased to 11.2% of the
original balance from 11.3% at last review.

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

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

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 39 compared to 43 at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. Moody's prior transaction
review is summarized in a press release dated August 30, 2012.

Deal Performance:

As of the June 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 27.2% to $1.99
billion from $2.73 billion at securitization. The Certificates are
collateralized by 125 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing
40.4% of the pool. There is one defeased loan representing 0.2% of
the pool.

Thirty one loans, representing 17.9% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of its ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirty-two loans have been liquidated from the pool, resulting in
a realized loss of $137.6 million (40.0% loss severity). There are
currently eight loans, representing 7.4% of the pool, in special
servicing. The largest specially serviced exposure is the Valley
Square Office Park Loan ($34.5 million -- 1.7% of the pool). The
loan is secured by a five building Class B office park located in
Blue Bell, Pennsylvania. The property was 19% leased as of April
2013. The special servicer indicated that the property was listed
for sale and 13 bids were received.

The second largest specially serviced loan is the Flushing
Landmark Loan ($28.4 million -- 1.4% of the pool). The loan is
secured by a three story office building located five miles west
of LaGuardia Airport in Flushing, New York. The property was
transferred to special servicing in May 2012 for monetary default.
The special servicer indicated they intend to foreclose.

The third largest specially serviced loan is the 960 Main Street
Loan ($22.9 million -- 1.2% of the pool). The loan is secured by
the office portion of a mixed use building located in Hartford,
Connecticut. The property was transferred to special servicing in
September 2011 for maturity default. The borrower and servicer
have been unable to agree on a possible modification. The special
servicer has indicated the asset is being prepared for a note
sale.

The remaining five specially serviced loans are secured by a mix
of property types. The master servicer has recognized an aggregate
$59.9 million appraisal reduction for six specially serviced
loans. Moody's has estimated an aggregate $82.3 million loss (56%
expected loss on average) for the eight specially serviced loans.

Moody's has assumed a high default probability for ten poorly
performing loans representing 6.1% of the pool and has estimated a
$31.2 million loss (25.8% expected loss based on a 50% probability
default) from these troubled loan.

Moody's was provided with full year 2011 and 2012 operating
results for 85% and 76% of the pools loans, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average conduit LTV is 98.3% compared to 101.8% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 16.7% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.28%.

Excluding specially serviced, troubled and credit assessed loans,
Moody's actual and stressed conduit DSCRs are 1.34X and 1.07X,
respectively, compared to 1.31X and 1.02X, respectively, at last
full review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The largest loan with a credit assessment is the Glen Oaks
Shopping Center Loan ($19.4 million -- 1.0% of the pool), which is
secured by a 244,000 square foot (SF) retail center located in
Nassau County, New York. Moody's current credit assessment and
stressed DSCR are Aa2 and 1.93X, compared to Aa2 and 18.2X at last
review.

The second loan with a credit assessment is the 345 East 86th
Street Apartments Loan ($5.2 million -- 0.3% of the pool), which
is secured by a 114-unit residential co-op building located in New
York, New York. Moody's current credit assessment is Aaa, the same
as at last review.

The top three conduit loans represent 19.1% of the pool.. The
largest loan is the Technology Corners at Moffett Park Loan
($178.5 million -- 9.0% of the pool), which is secured by a 716K
square foot (SF) grade A office complex located in Sunnyvale,
California. The property is 100% leased to Google (Aa2- not on
watch) through March 2022. Moody's LTV and stressed DSCR are
114.6% and 0.93X, respectively, compared to 111.2% and 0.96X at
last review.

The second largest loan is the BlueLinx Holding Portfolio Loan
($100.8 million -- 5.1% of the pool), which represents a 50% pari-
passu interest of a $201.6 million first mortgage. The other 50%
piece is in WBCMT 2006-C27. The loan is secured by 57 industrial
properties and one office property located throughout 36 states.
All of the properties are master leased to BlueLinx, a publically
traded company that distributes residential and commercial
building products. The borrower made a $33.5 million paydown to
the loan. The property was returned from special servicing since
the last review and is performing. Moody's LTV and stressed DSCR
are 104.7% and 1.08X, respectively, compared to 122.1% and 0.93X
at last review.

The third-largest loan is the Marriott Indianapolis Loan ($99.4
million -- 5.0% of the pool). The loan is secured by a 615 room
full service hotel located in the central business district of
Indianapolis, Indiana. The property performance has improved since
prior review due to increased rental revenue coupled with higher
food and beverage income. Moody's current LTV and stressed DSCR
are 89.6% and 1.3X respectively, compared to 94.4% and 1.23X at
last review.


BEAR STEARNS: Moody's Takes Action on $2.2-Bil. of Subprime RMBS
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 2
tranches, upgraded the ratings of 14 tranches, and confirmed the
ratings of 31 tranches backed by Subprime RMBS loans, issued by
Bear Stearns Asset Backed Securities.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AQ1

Cl. I-1A-2, Confirmed at Caa3 (sf); previously on May 13, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. I-1A-3, Downgraded to C (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. I-2A, Upgraded to Caa2 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. II-A-1, Confirmed at Caa1 (sf); previously on May 13, 2013
Caa1 (sf) Placed Under Review Direction Uncertain

Cl. II-A-2, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE10

Cl. I-A-2, Upgraded to Caa1 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

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

Cl. II-1A-1, Confirmed at B3 (sf); previously on May 13, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-2, Confirmed at Caa3 (sf); previously on May 13, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. II-1A-3, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-2A, Confirmed at Caa3 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. II-3A, Confirmed at Caa3 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE2

Cl. I-A-2, Upgraded to Ba1 (sf); previously on May 13, 2013 Ba2
(sf) Placed Under Review Direction Uncertain

Cl. I-A-3, Upgraded to Ba3 (sf); previously on May 13, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. II-A, Confirmed at Ba3 (sf); previously on May 13, 2013 Ba3
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE7

Cl. I-A-2, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-2, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-2A, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE8

Cl. I-A-2, Confirmed at Caa2 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-2, Upgraded to B1 (sf); previously on May 13, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-3, Upgraded to B3 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. II-2A, Upgraded to B1 (sf); previously on May 13, 2013 B3 (sf)
Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE1

Cl. I-A-1, Downgraded to Caa1 (sf); previously on May 13, 2013 B3
(sf) Placed Under Review Direction Uncertain

Cl. I-A-2, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-1, Confirmed at Ba1 (sf); previously on May 13, 2013 Ba1
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-2, Confirmed at Caa3 (sf); previously on May 13, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. II-2A, Confirmed at Caa3 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. II-3A, Confirmed at Caa3 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE2

Cl. I-A-2, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-1A-2, Confirmed at Caa3 (sf); previously on May 13, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. II-2A, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-3A, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE4

Cl. I-A-1, Confirmed at Caa1 (sf); previously on May 13, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. I-A-2, Confirmed at Caa2 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. I-A-3, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. II-A, Confirmed at Caa2 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE5

Cl. I-A-1, Upgraded to Baa2 (sf); previously on May 13, 2013 Ba1
(sf) Placed Under Review Direction Uncertain

Cl. I-A-2, Confirmed at Caa1 (sf); previously on May 13, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. I-A-3, Upgraded to Caa3 (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Cl. I-A-4, Upgraded to Ca (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. II-A, Upgraded to Caa2 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. III-A, Confirmed at Caa2 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE6

Cl. I-A-1, Upgraded to Caa1 (sf); previously on May 13, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. II-A, Confirmed at Ca (sf); previously on May 13, 2013 Ca (sf)
Placed Under Review Direction Uncertain

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE7

Cl. I-A-1, Upgraded to Caa1 (sf); previously on May 13, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. II-A-1, Confirmed at Caa3 (sf); previously on May 13, 2013
Caa3 (sf) Placed Under Review Direction Uncertain

Cl. III-A-1, Confirmed at Ca (sf); previously on May 13, 2013 Ca
(sf) Placed Under Review Direction Uncertain

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. In addition, these actions reflect correction of errors
in the cash flow models used by Moody's in rating these
transactions. In prior rating actions, the allocation of losses
for senior tranches before and after the subordination depletion
date was incorrectly modeled. As a result, the ratings of 47
tranches were placed on review direction uncertain on May 13,
2013. These errors have now been corrected, and these ratings
actions reflect these changes.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


BEAR STEARNS 2005-PWR8: Rights Transfer No Impact on Ratings
------------------------------------------------------------
Moody's Investors Service was informed that the Controlling Class
Representative intends to replace C-III Asset Management LLC as
the General Special Servicer and to appoint LNR Partners, LLC as
the successor General Special Servicer (the "Proposed Special
Servicer Replacement"). The Proposed Special Servicer Replacement
will become effective upon satisfaction of the conditions
precedent set forth in the governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement. At
this time, the proposed transfer will not, in and of itself,
result in a downgrade or withdrawal of the current ratings to any
class of certificates rated by Moody's for Bear Stearns Commercial
Mortgage Securities, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-PWR8. Moody's ratings address only the
credit risks associated with the proposed transfer of special
servicing rights. Other non-credit risks have not been addressed,
but may have significant effect on yield and/or other payments to
investors. This action should not be taken to imply that there
will be no adverse consequence for investors since in some cases
such consequences will not impact the rating.

The last rating action for BSCMS 2005-PWR8 was taken on September
20, 2012. The principal methodology used in monitoring this
transaction was "Moody's Approach to Rating Fusion U.S. CMBS
Transactions" published in April 2005.

On September 20, 2012, Moody's downgraded the ratings of two
classes and affirmed 15 classes of Bear Stearns Commercial
Mortgage Securities Trust Commercial Mortgage Pass-Through
Certificates, Series 2005-PWR8 as follows:

Cl. A-AB, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed at Aaa (sf); previously on Jul 13, 2005
Assigned Aaa (sf)

Cl. A-J, Affirmed at A3 (sf); previously on Nov 17, 2010
Downgraded to A3 (sf)

Cl. B, Downgraded to Baa3 (sf); previously on Nov 17, 2010
Downgraded to Baa2 (sf)

Cl. C, Downgraded to Ba2 (sf); previously on Nov 17, 2010
Downgraded to Ba1 (sf)

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

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

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

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

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

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

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

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

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

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

Cl. X-2, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)


BEAR STEARNS 2005-PWR9: Moody's Affirms 'C' Ratings on 4 Certs
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 19 classes Bear
Stearns Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2005-PWR9 as follows:

Cl. A-1-A, Affirmed Aaa (sf); previously on Oct 12, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4A, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4B, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Affirmed Baa2 (sf); previously on Aug 23, 2012 Downgraded
to Baa2 (sf)

Cl. B, Affirmed Baa3 (sf); previously on Aug 23, 2012 Downgraded
to Baa3 (sf)

Cl. C, Affirmed Ba2 (sf); previously on Aug 23, 2012 Downgraded to
Ba2 (sf)

Cl. D, Affirmed B2 (sf); previously on Aug 23, 2012 Downgraded to
B2 (sf)

Cl. E, Affirmed Caa1 (sf); previously on Dec 9, 2010 Downgraded to
Caa1 (sf)

Cl. F, Affirmed Caa2 (sf); previously on Dec 9, 2010 Downgraded to
Caa2 (sf)

Cl. G, Affirmed Ca (sf); previously on Dec 9, 2010 Downgraded to
Ca (sf)

Cl. H, Affirmed C (sf); previously on Dec 9, 2010 Downgraded to C
(sf)

Cl. J, Affirmed C (sf); previously on Dec 9, 2010 Downgraded to C
(sf)

Cl. K, Affirmed C (sf); previously on Dec 9, 2010 Downgraded to C
(sf)

Cl. L, Affirmed C (sf); previously on Dec 9, 2010 Downgraded to C
(sf)

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

Cl. X-2, Affirmed Aaa (sf); previously on Oct 12, 2005 Definitive
Rating Assigned Aaa (sf)

Ratings Rationale:

The affirmations of the investment grade P&I classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. The
ratings of the below-investment grade P&I classes are consistent
with Moody's expected loss and thus are affirmed. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit support
for the principal classes could decline below their current
levels. If future performance materially declines, credit support
may be insufficient to support the current ratings.

The ratings of the interest-only classes X-1 and X-2 are
consistent with the credit performance of their referenced classes
and thus are affirmed.

Moody's rating action reflects a base expected loss of 6.2% of the
current balance. At last review, Moody's base expected loss was
8.2%. Realized losses have increased from 1.7% of the original
balance to 2.5% since the prior review. Moody's base expected loss
plus realized losses is now 6.9% of the original pooled balance
compared to 7.9% at last review.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 54 compared to 59 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 23, 2012.

Deal Performance:

As of the July 13, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $1.54
billion from $2.15 billion at securitization. The Certificates are
collateralized by 174 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 30%
of the pool. The pool contains ten loans (8% of the pool) that
have been fully defeased and are secured by US Government
securities.

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

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $53.7 million (37% loss severity
overall). Currently eight loans, representing 11% of the pool, are
in special servicing. The largest specially serviced loan is the
Towers at Wyncote A Note Loan ($106.0 million -- 6.9% of the
pool). The loan is secured by a 1,095 unit apartment complex and
20,000 square feet (SF) of commercial space located 10 miles from
the Philadelphia's central business district. The loan was
transferred to special servicing in April 2009 due to imminent
default resulting from a significant decline in rental income and
increased operating expenses. In April 2011, the loan was modified
with new terms, which included a splitting of the loan into a
$106.0 million A Note and a $29.9 million B Note, a maturity date
extension to July 2015 and a reduced interest rate over the next
three years. Upon retirement of the loan, the proceeds in excess
of the outstanding balance of the A Note will be split between the
B Note (80% of the excess proceeds) and the borrower (20% of the
excess proceeds). The loan transferred back to the Master Servicer
after the modification was executed and then returned to the
Special Servicer in February 2012. It was determined that the
Borrower was not complying with the terms of the waterfall
contained in the modification documents. The special servicer will
seek approval to adjust the waterfall and language in the
modification documents. The property was 92% leased as of June
2013.

The remaining seven specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $42.2 million
loss for six of the specially serviced loans (68% expected loss on
average).

Moody's has assumed a high default probability for 11 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $22.7 million loss (20% expected loss) from these
troubled loans.

Moody's was provided with full year 2012 and partial year 2013
operating results for 95% and 43% of the pools non-specially
serviced loans. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 96%, the same as at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 10% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.40X and 1.11X, respectively, compared to
1.37X and 1.10X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 10% of the pool. The largest
conduit loan is the Boston Design Center Loan ($66.3 million --
4.2% of the pool), which is secured by a leasehold interest in a
552,300 SF retail/showroom/office design center located in Boston,
Massachusetts. The property is subject to a ground lease which
expires in 2035 with renewal options for an additional 25 years.
As of March 2013, the property was 77% leased, compared to 95% at
year-end 2011. Moody's LTV and stressed DSCR are 106% and 0.95X,
respectively, compared to 81% and 1.23X at last review.

The second largest conduit loan is the Marriott Tyson's Corner
Loan ($42.7 million -- 2.8% of the pool), which is secured by a
15-story, 390 room full-service hotel located in Vienna, Virginia.
The property is situated in Northern Virginia's Tyson's Corner
neighborhood and located 15 miles from Dulles Airport. Property
performance improved in 2012 from the prior year as RevPAR
increased to $116 from $112 due to an increase in occupancy.
Moody's LTV and stressed DSCR are 75% and 1.56X, respectively,
compared to 83% and 1.41X, at last review.

The third largest conduit loan is the Lahaina Cannery Mall Loan
($41.9 million -- 2.7% of the pool), which is secured by a 141,000
SF mall located in Lahaina, Hawaii, on the island of Maui. Lahaina
Cannery Mall is the only fully enclosed, air-conditioned mall in
the island of Maui. Anchor tenants include Longs Drug Store and
Safeway Stores, Inc. As of March 2013, the property was 88%
leased, compared to 89% at last review. Moody's LTV and stressed
DSCR are 109% and 0.87X, respectively, compared to 104% and 0.91X
at last review.


BEAR STEARNS 2005-TOP20: Fitch Cuts Rating on Class H Certs to 'C'
------------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 18 classes
of Bear Stearns Commercial Mortgage Securities Trust (BSCMS)
commercial mortgage pass-through certificates series 2005-Top20.

Key Rating Drivers

The downgrade reflects an increase in expected losses from the
specially serviced loans, and further certainty of losses on the
already distressed classes. Fitch modeled losses of 3.7% of the
remaining pool; expected losses on the original pool balance total
5%, including $49 million (2.3% of the original pool balance) in
realized losses to date. Fitch has designated 33 loans (25.6%) as
Fitch Loans of Concern, which includes seven specially serviced
assets (3.1%).

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 24% to $1.53 billion from
$2.07 billion at issuance. Per the servicer reporting, six loans
(2.6% of the pool) are defeased. Interest shortfalls are currently
affecting classes J, K, L, N, P, and Q.

Rating Sensitivities

The Rating Outlooks for classes A-3 through C are Stable as credit
enhancement remains sufficient and continued paydown is expected.
The Negative Outlooks reflect the potential for further rating
actions should realized losses be greater than Fitch's
expectations. Fitch remains concerned with tenant rollover risk
for several top 15 loans. Additionally, the pool is concentrated
with 44% of the pool secured by retail properties. The distressed
classes (those rated below 'B') are expected to be subject to
further downgrades as losses are realized.

The largest contributor to expected losses is secured by four
mobile home parks located in Illinois (two) and Michigan (two),
totaling 1,092 pads (1%). The loan had transferred to special
servicing in September 2010 for monetary default. The servicer was
unsuccessful in selling the loan in a 2011 note sale initiative. A
foreclosure sale took place in February 2013, and the trust was
the highest bidder. Titles for the two Michigan properties were
received in June 2013; the servicer expects to receive the titles
for the two Illinois properties by early September. As of year-end
May 2013 occupancy reported at 68%.

The next largest contributor to expected losses is secured by a
91,000 square foot (SF) retail plaza in Las Vegas, NV (1%).
Despite occupancy at 98%, property cash flow has suffered from
declining rents. The year end 2012 net operating income (NOI) debt
service coverage ratio (DSCR) reported at 0.83 times (x). The loan
is current as of the July 2013 remittance.

The third largest contributor to expected losses is secured by an
188,000 SF mixed use property in Wilton, CT (2.4%). The property
features ground floor retail, with second story office space. The
property's NOI has declined since underwriting due to decreased
rents on renewed leases. The YE 2012 NOI DSCR reported at 1.45x,
compared to 2.11x at issuance. The loan remains current as of the
July 2013 remittance.

Fitch downgrades these classes:

-- $18.1 million class G to 'CCsf' from 'CCCsf'; RE 0%;

-- $23.3 million class H to 'Csf' from 'CCsf'; RE 0%.

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

-- $89.5 million class A-3 at 'AAAsf'; Outlook Stable;
-- $46.8 million class A-AB at 'AAAsf'; Outlook Stable;
-- $955 million class A-4A at 'AAAsf'; Outlook Stable;
-- $130.8 million class A-4B at 'AAAsf'; Outlook Stable;
-- $147.7 million class A-J at 'Asf'; Outlook Stable;
-- $15.5 million class B at 'Asf'; Outlook to Stable from
     Negative;
-- $20.7 million class C at 'BBBsf'; Outlook to Stable from
     Negative;
-- $15.5 million class D at 'BBB-sf'; Outlook Negative;
-- $28.5 million class E at 'Bsf'; Outlook Negative;
-- $18.1 million class F at 'CCCsf'; RE 90%;
-- $16.3 million class J at 'Dsf'; RE 0%;
-- Class K at 'Dsf'; RE 0%;
-- Class L at 'Dsf'; RE 0%;
-- Class M at 'Dsf'; RE 0%;
-- Class N at 'Dsf'; RE 0%;
-- Class O at 'Dsf'; RE 0%;
-- Class P at 'Dsf'; RE 0%;
-- Class LF at 'Dsf'; RE 0%.

The class A-1 and A-2 certificates have paid in full. The balances
for classes K, L, M, N, O, P, Q, and LF have been reduced to zero
due to realized losses. Fitch does not rate the class Q
certificates. Fitch previously withdrew the rating on the
interest-only class X certificates.


BEAR STEARNS 2005-TOP20: Moody's Cuts Rating on 2 Certs to 'C'
--------------------------------------------------------------
Moody's Upgrades Two, Downgrades Two and Affirms Ten CMBS Classes
of BSCMS 2005-TOP20 Global Credit Research - 01 Aug 2013
Approximately $1.4 Billion of Structured Securities Affected New
York, August 1, 2013)

Moody's Investors Service upgraded the ratings of two classes,
downgraded two classes and affirmed ten classes of Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-
Through Certificates, Series 2005-TOP20 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Nov 17, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4A, Affirmed Aaa (sf); previously on Nov 17, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-4B, Affirmed Aaa (sf); previously on Nov 17, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Nov 17, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-J, Upgraded to A1 (sf); previously on Dec 2, 2010 Downgraded
to A3 (sf)

Cl. B, Upgraded to A3 (sf); previously on Dec 2, 2010 Downgraded
to Baa1 (sf)

Cl. C, Affirmed Baa2 (sf); previously on Dec 2, 2010 Downgraded to
Baa2 (sf)

Cl. D, Affirmed Ba1 (sf); previously on Dec 2, 2010 Downgraded to
Ba1 (sf)

Cl. E, Affirmed B3 (sf); previously on Sep 15, 2011 Downgraded to
B3 (sf)

Cl. F, Affirmed Caa1 (sf); previously on Sep 15, 2011 Downgraded
to Caa1 (sf)

Cl. G, Affirmed Caa2 (sf); previously on Sep 15, 2011 Downgraded
to Caa2 (sf)

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

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

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

Ratings Rationale:

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization.

The downgrades are due to realized and anticipated near-term
losses from specially serviced and troubled loans.

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

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

Moody's rating action reflects a base expected loss of 4.0% of the
current balance. At last review, Moody's base expected loss was
5.9%. Realized losses have increased from 1.3% of the original
balance to 3.3% since the prior review. Moody's base expected loss
plus realized losses is now 6.3% of the original pooled balance
compared to 6.2% at last review.

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

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

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 43, same at Moody's prior review.

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

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

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $1.53
billion from $2.09 billion at securitization. The Certificates are
collateralized by 192 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 39%
of the pool. Six loans, representing 3% of the pool, have defeased
and are secured by U.S. Government securities. The pool contains
nine loans with investment grade credit assessments, representing
10% of the pool.

Sixty loans, representing 34% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $68.5 million (37% loss severity on
average). Seven loans, representing 3% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Manhattan Gateway Shopping Center Loan ($21.0 million -- 1.4% of
the pool), which is secured by a 82,000 square foot (SF) retail
center located in Manhattan Beach, California. The property is
anchored by Old Navy, Barnes & Noble and Trader Joe's. The loan
transferred to special servicing in February 2013 due to the
expiration of an environmental insurance policy that covers on-
site remediation. As of June 2013, the property was 100% leased.
The loan remains current.

The remaining six specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $18.1 million loss
for the specially serviced loans (71% expected loss on average).

Moody's has assumed a high default probability for 15 poorly
performing loans representing 7% of the pool and has estimated an
aggregate $16.6 million loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 98%
of the pool's non-specially serviced loans. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 84%
compared to 89% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 12% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.5%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.73X and 1.29X, respectively, compared to
1.63X and 1.23X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the 200 Madison
Avenue Loan ($45 million -- 2% of the pool), which represents a
participation interest in a $90 million mortgage loan. The loan is
secured by a 666,000 SF Class B office property in Midtown
Manhattan. The property is currently 100% leased, up from 98% at
Moody's last review. The lease for the second largest tenant,
Lally McFarland & Pantello, was scheduled to expire in May 2013
but the tenant recently renewed through 2028. Property NOI for
2012 dropped due lower revenues. Moody's credit assessment is now
Aa3 compared to Aa2 at last review.

The second-largest loan with a credit assessment is the Depot
Business Park Loan ($36.5 million -- 2.4% of the pool). The loan
is secured by the borrower's interest in a 2.3 million SF Class B
complex consisting of flex, office, and R&D space located in a
former World War II-era US Army base in Sacramento, California.
The loan is on the master servicer's watchlist due to low
occupancy. Occupancy remained at 64% in June 2013, the same at
last review. Property NOI for 2012 has also suffered due to a
realized drop in revenues from the lower occupancy. Moody's
analysis assumes a stabilized occupancy based on current market
conditions. Moody's current credit assessment and stressed DSCR
are Baa3 and 1.46X, respectively, compared to Baa2 and 1.52X at
last review.

The third loan with a credit assessment is the 1345 Avenue of the
Americas Loan ($14.1 million -- 0.9% of the pool), which
represents a 9.1% pari-passu interest in a first mortgage secured
by a 1.9 million SF 50-story office tower located in Midtown
Manhattan. The property was 100% leased as of June 2013, the same
as at Moody's last review. The property is also encumbered by a
$216 million B-Note that is held outside the trust. Moody's
current credit assessment and stressed DSCR are Aaa and 5.55X
respectively, compared to Aaa and 3.59X at last review.

The remaining six loans with credit assessments represent 3.2% of
the pool. The six credit assessments are: The 2200 Harbor
Boulevard Loan ($11.3 million -- 0.7%) -- A2; 60 East End Avenue
Coop Loan ($8.9 million -- 0.6%) -- Aaa; Pride Center Loan ($8.6
million -- 0.6%) -- Aa2; Queen's Boulevard Office Loan ($7.5
million -- 0.5%) -- A1; 520 East 72nd Street Coop Loan ($6.5
million -- 0.4%) -- Aaa and the Park Avenue Plaza Loan ($9 million
-- 0.5%) -- Aaa.

The top three performing conduit loans represent 18.7% of the
pool. The largest loan is the Westin Copley Place Loan ($105
million -- 6.9% of the pool), which represents a participation
interest in a $210 million mortgage loan. The loan is secured by a
full-service 803-room hotel in the Back Bay section of Boston,
Massachusetts. Property performance has improved since last
review, with 2012 ADR up to $246 from $236 and RevPAR up to $192
from $181. Moody's current LTV and stressed DSCR are 100% and
1.17X, respectively, compared to 103% and 1.13X at last review.

The second largest loan is the West Towne Mall Loan ($97.8 million
-- 6.4% of the pool), which is secured by a 916,000 SF super
regional mall in Madison, Wisconsin. The mall anchors include J.C.
Penney Corporation, Inc., The Bon Ton Stores, Inc. d.b.a. The
Boston Store, and Sears, Roebuck & Co. The anchor space is not
part of the loan collateral. Mall occupancy was 95% as of March
2013 compared to 99% at Moody's last review. CBL & Associates, the
Chattanooga, TN-based mall REIT, is the loan sponsor. Moody's
current LTV and stressed DSCR are 67% and 1.38X, respectively,
compared to 70% and 1.32X at last review.

The third largest loan is the Lakeforest Mall -- A note Loan ($82
million -- 5.4% of the pool), which is secured by a 345,000 SF
interest in a super-regional mall located in Gaithersburg,
Maryland. The mall anchors -- Sears, Roebuck & Co., Macy's Inc.,
J.C. Penney Corporation, Inc. and Lord and Taylor Holdings -- are
not part of the loan collateral. Following an initial one-year
loan extension, the loan was transferred to special servicing in
May 2012 for imminent maturity default. The loan was modified in
August 2012. Per the modification, there was a $20.5 million pay
down along with the B-Note being extinguished (Class LF). A $34.1
million loss was realized to the trust; $14.7 million from the
pooled portion and $19.4 million from the rake bond. The maturity
date was extended to September 7, 2015. The loan sponsor, Simon
Property Group, Inc. sold the property to Five Mile Capital
Partners in August 2012. As of March 2013, inline occupancy was
90% compared to 62% at year-end 2011. Moody's current LTV and
stressed DSCR are 73% and 1.36X, respectively, compared to 117%
and 0.85X at last review.


BEAR STEARNS 2007-PWR15: S&P Affirms B- Ratings on 2 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on nine
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-PWR15, a U.S.
commercial mortgage-backed securities (CMBS) transaction.

"Our rating affirmations on the principal and interest paying
certificates follow our analysis of the transaction, primarily
using our criteria for rating U.S and Canadian CMBS. Our analysis
included a review of the credit characteristics and performance of
the assets in the pool, the transaction structure, and the
liquidity available to the trust," S&P said.

"The affirmations also reflect our expectation that the available
credit enhancement for these classes will be within our estimate
of the necessary credit enhancement required for the current
outstanding ratings.  The affirmations also reflect the remaining
loans' credit characteristics and performances, as well as the
transaction-level changes (for more information on the
transaction's key credit characteristics, see "Transaction Update:
Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15,"
published Aug. 7, 2013)," S&P said.

"While available credit enhancement levels may suggest further
positive rating movements on classes A-M and A-MFL, our analysis
also considered the reduced liquidity available to support these
classes. According to the July 11, 2013, trustee remittance
report, the trust experienced interest shortfalls totaling $1.14
million, primarily related to modified interest rate reductions
($1.18 million), interest not advanced ($31,445), workout fees
($33,792), and special servicing fees ($20,854). Interest
shortfalls have affected all outstanding classes subordinate to
and including class A-J. In addition to the reduced liquidity, our
analysis also considered the modification of the World Market
Center II loan on June 16, 2011, which included a reduction in th
interest rate as well as the creation of a $191.3 million
subordinate "hope" note," S&P said.

"The "hope" note's eventual disposition could potentially result
in significant additional losses to the trust," S&P said.

"We affirmed our 'AAA (sf)' ratings on the class X-1 and X-2
interest-only (IO) certificates based on our current criteria for
rating IO securities," S&P said.

RATINGS AFFIRMED

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15
Commercial mortgage pass-through certificates

Class   Rating               Credit enhancement (%)
A-3     AAA (sf)                      32.37
A-AB    AAA (sf)                      32.37
A-4     A (sf)                        32.37
A-4FL   A (sf)                        32.37
A-1A    A (sf)                        32.37
A-M     B-(sf)                        19.60
A-MFL   B-(sf)                        19.60
X-1     AAA (sf)                       N/A
X-2     AAA (sf)                       N/A

N/A-Not applicable.


BELHURST CLO: Moody's Hikes Rating on $12.5MM Cl. E Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Belhurst CLO Ltd.:

$35,000,000 Class C Floating Rate Deferrable Notes Due 2020,
Upgraded to A1 (sf); previously on July 15, 2013 Upgraded to A3
(sf) and Placed Under Review for Possible Upgrade

$12,500,000 Class D Floating Rate Deferrable Notes Due 2020,
Upgraded to Baa2 (sf); previously on July 15, 2013 Ba1 (sf) Placed
Under Review for Possible Upgrade

$12,500,000 Class E Floating Rate Deferrable Notes Due 2020,
Upgraded to Ba2 (sf); previously on August 23, 2011 Upgraded to
Ba3 (sf)

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

$310,000,000 Class A-1 Senior Floating Rate Notes Due 2020
(current outstanding balance of $130,149,396), Affirmed Aaa (sf);
previously on August 23, 2011 Upgraded to Aaa (sf)

$30,000,000 Class A-2 Senior Variable Funding Floating Rate Notes
Due 2020 (current outstanding balance of $12,595,102), Affirmed
Aaa (sf); previously on August 23, 2011 Upgraded to Aaa (sf)

$45,000,000 Class A-3 Senior Floating Rate Notes Due 2020 (current
outstanding balance of $18,892,654), Affirmed Aaa (sf); previously
on August 23, 2011 Upgraded to Aaa (sf)

$15,000,000 Class B Floating Rate Notes Due 2020, Affirmed Aaa
(sf); previously on July 15, 2013 Upgraded to Aaa (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios,
particularly since October 2012. Moody's notes that the Class A-1,
Class A-2, and Class A-3 Notes have been paid down by
approximately 50% or $161.8 million since October 2012. Based on
the latest trustee report dated July 3, 2013 the Class A/B, Class
C, and Class D overcollateralization ratios are reported at
137.4%, 118.4%, 112.8% and 107.8%, respectively, versus October
2012 levels of 124.5%, 113.1%, and 109.6%, respectively. The July
3, 2013 trustee-reported OC ratios do not reflect the July 15
payment distribution, when $41.5 million of principal proceeds
were used to pay down the Class A-1, Class A-2, and Class A-3
Notes. In taking the foregoing actions, Moody's also announced
that it had concluded its review of its ratings on the issuer's
Class C Notes and Class D notes announced on July 15, 2013. At
that time, Moody's said that it had upgraded and placed certain of
the issuer's ratings on review primarily as a result of
substantial deleveraging of the senior notes and increases in OC
ratios resulting from high rates of loan collateral prepayments
during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $254.4 million, defaulted par of $9.7 million,
a weighted average default probability of 18.48% (implying a WARF
of 2716), a weighted average recovery rate upon default of 52.75%,
and a diversity score of 49. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2139)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: 0

Class C: +3

Class D: +3

Class E: +2

Moody's Adjusted WARF + 20% (3259)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: 0

Class C: -1

Class D: -1

Class E: 0

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

Sources of additional performance uncertainties:

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

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


BRAVO MORTGAGE 2006-1: Moody's Cuts Rating on Cl. M-2 Debt to Csf
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches issued by Bravo Mortgage Asset Trust 2006-1, backed by
subprime loans.

Complete rating actions are as follows:

Issuer: Bravo Mortgage Asset Trust 2006-1

Cl. A-2, Downgraded to A3 (sf); previously on May 7, 2013 Aa3 (sf)
Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Baa1 (sf); previously on May 7, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Caa1 (sf); previously on May 7, 2013 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to C (sf); previously on Jul 14, 2010
Confirmed at Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. In addition, the rating actions reflect the correction
of an error in the Structured Finance Workstation (SFW) cash flow
model previously used by Moody's in rating this transaction.

In prior rating actions for Bravo Mortgage Asset Trust 2006-1, the
aggregate Class A-2 bond balance was modeled incorrectly,
resulting in an overstatement of the credit enhancement available
to cover losses on these bonds. Due to the discovery of this
error, three tranches were placed on review on May 7, 2013. The
error has now been corrected, and these rating actions reflect
this change.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


CABELA'S CREDIT 2013-2: DBRS Rates Class D Notes 'BB(sf)'
---------------------------------------------------------
DBRS, Inc. has assigned provisional ratings to the following
classes issued by Cabela's Credit Card Master Note Trust Series
2013-II:

Series 2013-2 Notes, Class A-1 rated AAA (sf)
Series 2013-2 Notes, Class A-2 rated AAA (sf)
Series 2013-2 Notes, Class B rated 'A' (high) (sf)
Series 2013-2 Notes, Class C rated BBB (sf)
Series 2013-2 Notes, Class D rated BB (sf)


CABELA'S CREDIT 2013-2: Fitch to Rate Class D Notes 'BB(sf)'
------------------------------------------------------------
Fitch Ratings expects to assign the following ratings to Cabela's
Credit Card Master Note Trust's asset-backed notes, series 2013-
II:

-- $255,000,000 class A-1/A-2 fixed/floating-rate 'AAAsf';
   Outlook Stable;

-- $24,000,000 class B fixed-rate 'Asf'; Outlook Stable;

-- $12,750,000 class C fixed-rate 'BBBsf'; Outlook Stable; and

-- $8,250,000 class D fixed-rate 'BBsf'; Outlook Stable.

Fitch's expected ratings are based on the underlying receivables
pool, available credit enhancement, World's Foremost Bank's
underwriting and servicing capabilities, and the transaction's
legal and cash flow structures, which employ early redemption
triggers.

The transaction structure is similar to series 2013-I, with credit
enhancement totaling 15% for class A, credit enhancement of 7% for
the class B, credit enhancement of 2.75% plus an amount from a
spread account for the class C, and credit enhancement of an
amount from a spread account for the class D notes only.


CAPITAL AUTO 2013-3: Moody's Rates Class E Notes '(P)Ba2'
---------------------------------------------------------
Moody's Investors Service has assigned provisional rating to the
notes to be issued by Capital Auto Receivables Asset Trust (CARAT)
2013-3.

The complete rating actions are as follows:

Issuer: Capital Auto Receivables Asset Trust 2013-3

Class A-1, Provisional Rating Assigned (P)Aaa (sf)

Class A-2, Provisional Rating Assigned (P)Aaa (sf)

Class A-3, Provisional Rating Assigned (P)Aaa (sf)

Class A-4, Provisional Rating Assigned (P)Aaa (sf)

Class B, Provisional Rating Assigned (P)Aa2 (sf)

Class C, Provisional Rating Assigned (P)A2 (sf)

Class D, Provisional Rating Assigned (P)Baa2 (sf)

Class E, Provisional Rating Assigned (P)Ba2 (sf)

Ratings Rationale:

Moody's cumulative net loss expectation is 4.00% and the Aaa level
is 21.50% for the aggregate CARAT 2013-3 pool. This expectation
encompasses both the initial pool collateral, and Moody's
assumptions around the composition of additional receivables added
to the pool during the initial one-year revolving period. Moody's
net loss expectation and Aaa Level for the CARAT 2013-3
transaction is based on an analysis of the credit quality of the
underlying initial pool collateral, an assumption and analysis of
the composition of additional collateral that will be added during
the initial one-year revolving period, historical performance
trends, the ability of Ally Financial Inc. (formerly GMAC Inc.) to
perform the servicing functions, and current expectations for
future economic conditions.

The principal balance of the CARAT 2013-3 Class A-1 Notes may
partially or entirely consist of an unhedged floating rate coupon
based on 1-month LIBOR. These provisional ratings incorporate the
assumption that the entirety of the Class A-1 Notes are unhedged
floating rate notes.

The V Score for this transaction is Medium, which is consistent
with the Medium V score assigned for the U.S. Sub-prime Retail
Auto Loan ABS sector. The V Score indicates "Medium" uncertainty
about critical assumptions. This is the third public retail loan
securitization for Ally Financial under the CARAT platform, and
third composed of non-prime collateral. The previous
securitizations closed in January and June of 2013. Ally Financial
has securitization experience that dates back to the mid-1980's.
Ally Financial's bank subsidiary, Ally Bank, has sponsored
numerous prior public retail prime auto loan securitizations since
2009. CARAT 2013-3 should benefit from this experience having Ally
Financial as the servicer for the transaction.

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

The principal methodology used in this rating was Moody's Approach
to Rating Auto Loan-Backed ABS, published in May 2013.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed from 4.00% to 6.50%
the initial model-indicated output might change from Aaa to Aa1
for the Class A notes, from Aa2 to A3 for the Class B notes, from
A2 to Baa3 for the Class C notes, from Baa2 to B1 for the Class D
Notes, and from Ba2 to below B3 for the Class E Notes.. If the net
loss were changed to 8.00% the initial model-indicated output
might change to Aa2 for the Class A notes, to Baa3 for the Class B
Notes, to Ba3 for the Class C Notes, to B3 for the Class D Notes,
and to below B3 for the Class E Notes. If the net loss were
changed to 10.50% the initial model-indicated output might change
to A1 for the Class A notes, to Ba3 for the Class B Notes, and to
below B3 for the Class C Notes, Class D Notes, and Class E Notes.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


CARLYLE ARNAGE: Moody's Confirms Ba2 Rating for Class B-2L Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Carlyle Arnage CLO, Ltd.:

$26,000,000 Class A-3L Floating Rate Notes Due August 2021,
Upgraded to Aa1 (sf); previously on Jul 15, 2013 Upgraded to A1
(sf) and Placed Under Review for Possible Upgrade;

$21,000,000 Class B-1L Floating Rate Notes Due August 2021,
Upgraded to Baa1 (sf); previously on Jul 15, 2013 Upgraded to Baa2
(sf) and Placed Under Review for Possible Upgrade.

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

$120,000,000 Class A-1L Floating Rate Notes Due August 2021
(current outstanding balance of $50,757,772), Affirmed Aaa (sf);
previously on August 24, 2011 Upgraded to Aaa (sf);

$300,000,000 Class A-1LA Floating Rate Notes Due August 2021
(current outstanding balance of $126,431,536), Affirmed Aaa (sf);
previously on December 13, 2007 Assigned Aaa (sf);

$44,800,000 Class A-1LB Floating Rate Notes Due August 2021
(current outstanding balance of $19,169,795), Affirmed Aaa (sf);
previously on August 24, 2011 Upgraded to Aaa (sf);

$30,000,000 Class A-2L Floating Rate Notes Due August 2021,
Affirmed Aaa (sf); previously on July 15, 2013 Upgraded to Aaa
(sf).

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

$20,000,000 Class B-2L Floating Rate Notes Due August 2021
(current outstanding balance of $18,906,095), Confirmed at Ba2
(sf); previously on July 15, 2013 Ba2 (sf) Placed Under Review for
Possible Upgrade.

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 Notes and an
increase in the transaction's overcollateralization ratios since
July 2012. Moody's notes that the Class A-1 Notes have been paid
down by approximately $231 million or 54% since July 2012. Based
on the latest trustee report dated July 15, 2013, the Senior Class
A, Class A, Class B-1L and Class B-2L overcollateralization ratios
are reported at 139.96%, 125.54%, 115.90% and 108.40%,
respectively, versus July 2012 levels of 121.18%, 114.66%, 109.89%
and 105.92%, respectively. In taking the foregoing actions,
Moody's also announced that it had concluded its review of its
ratings on the issuer's Class A-3L Notes, Class B-1L Notes, and
Class B-2L Notes announced on July 15, 2013. At that time, Moody's
said that it had upgraded and placed certain of the issuer's
ratings on review primarily as a result of substantial
deleveraging of the senior notes and increases in OC ratios
resulting from high rates of loan collateral prepayments during
the first half of 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $305.4 million, defaulted par of $16.1
million, a weighted average default probability of 17.55%
(implying a WARF of 2527), a weighted average recovery rate upon
default of 51.76%, and a diversity score of 48. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool.

In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2022)

Class A-1L: 0

Class A-1LA: 0

Class A-1LB: 0

Class A-2L: 0

Class A-3L: +1

Class B-1L: +2

Class B-2L: +1

Moody's Adjusted WARF + 20% (3032)

Class A-1L: 0

Class A-1LA: 0

Class A-1LB: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -2

Class B-2L: -1

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

Sources of additional performance uncertainties:

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

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


CARLYLE GLOBAL 2012-2: S&P Affirms 'BB' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Carlyle
Global Market Strategies CLO 2012-2 Ltd./Carlyle Global Market
Strategies CLO 2012-2 Corp.'s $462.50 million fixed- and floating-
rate notes following the transaction's effective date as of
Sept. 21, 2012.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

Ratings Affirmed

Carlyle Global Market Strategies CLO 2012-2 Ltd./Carlyle Global
Market Strategies CLO 2012-2 Corp.

Class                      Rating                       Amount
A-1                        AAA (sf)                     310.00
A-2                        AAA (sf)                      13.00
B-1                        AA (sf)                       35.00
B-2                        AA (sf)                       20.00
C-1 (deferrable)           A (sf)                        30.00
C-2 (deferrable)           A (sf)                         7.50
D (deferrable)             BBB (sf)                      24.00
E (deferrable)             BB (sf)                       23.00


CITIGROUP 2004-C2: Moody's Affirms Caa3 Rating on Cl. L Certs
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
Citigroup Commercial Mortgage Trust 2004-C2, Commercial Mortgage
Pass-Through Certificates, Series 2004-C2 as follows:

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

Cl. A-5, Affirmed Aaa (sf); previously on Jan 4, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed Aaa (sf); previously on Jan 4, 2005 Definitive
Rating Assigned Aaa (sf)

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

Cl. B, Affirmed Aa2 (sf); previously on Jan 4, 2005 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed Aa3 (sf); previously on Jan 4, 2005 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Affirmed A2 (sf); previously on Jan 4, 2005 Definitive
Rating Assigned A2 (sf)

Cl. E, Affirmed A3 (sf); previously on Jan 4, 2005 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed Baa1 (sf); previously on Jan 4, 2005 Definitive
Rating Assigned Baa1 (sf)

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

Cl. H, Affirmed Ba3 (sf); previously on Nov 17, 2010 Downgraded to
Ba3 (sf)

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

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

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

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

Ratings Rationale:

The affirmations of the investment grade P&I classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. The
ratings of the below investment grade P&I classes are consistent
with Moody's expected loss and are thus affirmed. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Class, Class XC, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

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

Moody's rating action reflects a base expected loss of 3.9% of the
current balance. At last review, Moody's cumulative base expected
loss was 3.6%. Moody's realized and base expected loss represents
4.4% of the original pooled balance compared to 4.3% at last
review.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 36 compared to 40 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 30, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $734.4
million from $1.0 billion at securitization. The Certificates are
collateralized by 86 mortgage loans ranging in size from less than
1% to 5% of the pool, with the top ten non-defeased loans
representing 32% of the pool. Twenty-four loans, representing 22%
of the pool, have defeased and are secured by U.S. Government
securities.

Seventeen loans, representing 17% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Nine loans have been liquidated from the pool with a loss,
resulting in an aggregate realized loss of $16.9 million (31% loss
severity on average). Three loans, representing 2% of the pool,
are currently in special servicing. Each specially serviced loan
represents less than 1% of the pool. The servicer has recognized
an aggregate $6.3 million appraisal reduction for the three
specially serviced loans.

Moody's has assumed a high default probability for ten poorly
performing loans representing 10% of the pool and has estimated an
aggregate $20.5 million loss (23% expected loss on average) from
these troubled loans and loans in special servicing.

Moody's was provided with full year 2012 operating results for
100% of the conduit. The conduit portion of the pool excludes
specially serviced, troubled and defeased loans. Moody's weighted
average conduit LTV is 89% compared to 90% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.1%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.21X,
respectively, compared to 1.46X and 1.19X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit exposures represent 14% of the pool. The
largest exposure is the River Plaza Shopping Center Loan ($38
million -- 5.2% of the pool), which is secured by a 103,000 square
foot (SF) anchored community retail center located in the Bronx,
New York. The property was 100% leased as of May 2013, which is
the same as at last review. The collateral's average rent is $47
PSF. The center is shadow anchored by Target and anchored by
Marshalls. Moody's LTV and stressed DSCR are 83% and 1.14X,
respectively, compared to 88% and 1.07X at last review.

The second largest exposure is the Nordahl Marketplace Loan ($36
million -- 4.9% of the pool), which is secured by the borrower's
interest in a 312,000 SF retail center located in San Marcos,
California. The property is shadow anchored by Costco and anchored
by Wal-Mart and Kohl's. Wal-Mart and a few restaurant tenants own
their collateral, and are subject to ground leases. The borrower
owned collateral contains 165,000 SF. The center was 97% leased as
of May 2013, compared to 95% at last review. Moody's LTV and
stressed DSCR are 101% and 0.91X, respectively, compared to 107%
and 0.86X at last review.

The third largest exposure is the California Office Portfolio ($30
million -- 4.1% of the pool), which includes three cross-defaulted
and cross-collateralized loans secured by suburban business parks
located in Orange County, California. The portfolio contains
260,000 SF in eight office buildings. The collateral was 83%
leased as of April 2013, the same as at last review. Two of the
three business parks are on the servicer's watchlist for low debt
service coverage (DSCR) and upcoming lease rollover (approximately
34% of the net rentable area (NRA) expires by the end of 2014).
The loans matures in June 2014. Moody's LTV and stressed DSCR are
103% and 0.97X, respectively, compared to 101% and 0.99X at last
review.


COMM 2010-C1: Moody's Affirms 'Ba3' Rating on Class XW-B Certs
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
COMM 2010-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2010-C1 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

Cl. A-1D, Affirmed Aaa (sf); previously on Nov 19, 2010 Assigned
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B1 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned B1 (sf)

Cl. G, Affirmed B3 (sf); previously on Nov 19, 2010 Definitive
Rating Assigned B3 (sf)

Cl. XP-A, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

Cl. XS-A, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

Cl. XW-A, Affirmed Aaa (sf); previously on Nov 19, 2010 Definitive
Rating Assigned Aaa (sf)

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

Ratings Rationale:

The affirmations of 10 CMBS classes are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings. The
ratings of the four IO Classes, XP-A, XS-A, XW-A and XW-B, are
consistent with the expected credit performance of their
referenced classes and are thus affirmed.

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

Moody's rating action reflects a base expected loss of 2.2% of the
current balance. At last full review, Moody's base expected loss
was 2.0%.

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

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

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18 compared to 19 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 10, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 5% to $812.6
million from $856.6 million at securitization. The Certificates
are collateralized by 42 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
62% of the pool. There is one loan, which represents 6% of the
pool, with an investment-grade credit assessment.

There are currently no active loans in Special Servicing at this
time.

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

Moody's has assumed a high default probability for one poorly
performing loan representing 1% of the pool and has estimated a
$2.0 million loss (20% expected loss based on a 50% probability
default) from this troubled loan.

Moody's was provided with full year 2011 and 2012 operating
results for 100% and 98% of the pool, respectively. Excluding the
troubled loan, Moody's weighted average conduit LTV is 79%
compared to 84% at Moody's prior. Moody's net cash flow (NCF)
reflects a weighted average haircut of 9% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.2%.

Excluding the troubled loan, Moody's actual and stressed conduit
DSCRs are 1.61X and 1.30X, respectively, compared to 1.52X and
1.21X at last review. Moody's actual DSCR is based on Moody's net
cash flow and the loan's actual debt service. Moody's stressed
DSCR is based on Moody's NCF and a 9.25% stressed rate applied to
the loan balance.

The loan with a credit assessment is the Liberty Mutual
Headquarters Loan ($45.9 million -- 5.7% of the pool), which is
secured by two inter-connected office buildings, totaling 426,900
square feet (SF) of net rentable area (NRA), located within the
Back Bay submarket of Boston, Massachusetts. The buildings are
100% owned and occupied by the Liberty Mutual Insurance Company
(100% of NRA; lease expiration December 2024) for over 50 years.
Moody's current credit assessment and stressed DSCR are Aaa and
2.3X, the same as last review.

The top three performing conduit loans represent 29% of the pool
balance. The largest loan is Fashion Outlets of Niagara Falls
($118.4 million -- 14.6% of the pool), which is secured by a
525,663 SF fashion outlet center located in Niagara, New York. The
property is located approximately five miles east of the Niagara
Falls and the Canadian Border. As of December 2012, the property
reported comparable in-line sales of $583 per square foot (PSF)
compared to $556 the previous year, and $487 at securitization. As
of March 2013, the property was 95% leased compared to 94% at last
review, with 13.9% of the NRA is due to roll by the end of 2013.
Moody's LTV and stressed DSCR are 73% and 1.25X, respectively,
compared to 91% and 1.01X at last review.

The second largest loan is the Scottsdale Quarter Ground Lease
Loan ($67.1 million -- 8.3% of the pool), which is secured by the
fee simple interest in approximately 14.5 acres of ground leased
land located in Scottsdale, Arizona. The ground lease has a term
of 99 years and rental payments escalate annually based on a
negotiated schedule. The leased fee interest responsible for the
ground rent payments is represented by a 529,664 SF mixed-use
development. The sponsor is Glimcher Realty Trust. Moody's LTV and
stressed DSCR are 93% and 0.92X, respectively, compared to 96% and
0.89X at last review.

The third largest loan is the Left Bank Loan ($45.9 million --
5.7% of the pool), which is secured by a 282-unit multifamily
property located in Philadelphia, Pennsylvania. Improvements also
include approximately 110,036 SF of ground-level office space and
10,853 SF of ground-level retail space. As of June 2013, the
property was 97% leased compared to 91% last review. Moody's LTV
and stressed DSCR are 76% and 1.25X, respectively, compared to 94%
and 1.01X at last review.


COMM 2013-CCRE10: Moody's Assigns '(P)B2' Rating to Class F Certs
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fifteen classes of CMBS securities, issued by COMM 2013-CCRE10
Mortgage Trust, Commercial Mortgage Pass-Through Certificates.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-SB, Assigned (P)Aaa (sf)

Cl. X-A, Assigned (P)Aaa (sf)

Cl. A-3FL, Assigned (P)Aaa (sf)

Cl. A-3FX, Assigned (P)Aaa (sf)

Cl. A-M, Assigned (P)Aaa (sf)

Cl. B, Assigned (P)Aa3 (sf)

Cl. PEZ, Assigned (P)A1 (sf)

Cl. C, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba2 (sf)

Cl. F, Assigned (P)B2 (sf)

Ratings Rationale:

The Certificates are collateralized by 59 fixed rate loans secured
by 87 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.71X (1.48X excluding credit assessed
loans) is greater than the 2007 conduit/fusion transaction average
of 1.31X. The Moody's Stressed DSCR of 1.11X (1.04X excluding
credit assessed loans) is greater than the 2007 conduit/fusion
transaction average of 0.92X.

Moody's Trust LTV ratio of 97.5% (102.9% excluding credit assessed
loans) is lower than the 2007 conduit/fusion transaction average
of 110.6%.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 29
(33 excluding credit assessed loans). The transaction's loan level
diversity is better than Herfindahl scores found in most multi-
borrower transactions issued since 2009. With respect to property
level diversity, the pool's property level Herfindahl Index is 35
(43 excluding credit assessed loans). The transaction's property
diversity profile is better than the indices calculated in most
multi-borrower transactions issued since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.29 which is lower
than the indices calculated in most multi-borrower transactions
since 2009.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Fusion U.S. CMBS
Transactions" published in April 2005. The methodology used in
rating Class X-A was "Moody's Approach to Rating Structured
Finance Interest-Only Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.1 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5.0%, 14.5%, and 23%, the model-indicated rating for the
currently rated junior Aaa class would be Aa1, Aa2, Aa2,
respectively. Parameter Sensitivities are not intended to measure
how the rating of the security might migrate over time; rather
they are designed to provide a quantitative calculation of how the
initial rating might change if key input parameters used in the
initial rating process differed. The analysis assumes that the
deal has not aged. Parameter Sensitivities only reflect the
ratings impact of each scenario from a quantitative/model-
indicated standpoint. Qualitative factors are also taken into
consideration in the ratings process, so the actual ratings that
would be assigned in each case could vary from the information
presented in the Parameter Sensitivity analysis.


COMMERCIAL CAPITAL: Fitch Affirms D Rating on Cl. 3G Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed six classes of Commercial Capital
Access One, series 3 (CCA One, series 3) commercial mortgage pass-
through certificates.

Key Rating Drivers

The affirmations are due to sufficient credit enhancement to the
remaining Fitch rated classes. The pool has experienced $32.0
million (7.4% of the original pool balance) in realized losses to
date. Fitch has designated three loans (12.1% of the pool) as
Fitch Loans of Concern, which includes one specially serviced
asset (8.1%of the pool).

Key Rating Drivers

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 73.5% to $114.8 million from
$433.7 million at issuance. No loans are defeased. Of the
remaining pool, 29% are multifamily properties that had low-income
housing tax credits at issuance. Additionally, 14 of the remaining
43 loans in the pool are covered by a SunAmerica limited guaranty
(29% by balance). SunAmerica's parent company, AIG, is rated
'BBB+' with a Stable Outlook by Fitch. The guaranty requires Sun
America to pay the special servicer an amount equal to any
realized losses arising from covered specially serviced loans, or
to purchase the covered loans directly from the trust at par if
they become distressed. The one specially serviced loan currently
in the pool is not covered by the SunAmerica guaranty, however the
loan is current and it is anticipated that it will return to the
master servicer.

Rating Sensitivity

The ratings of the senior classes 3B through 3D are expected to
remain stable. The distressed classes (those rated below 'B') are
expected to be subject to further downgrades as losses are
realized on the Fitch Loans of Concern. In addition, class 3E may
be subject to further rating actions should realized losses be
greater than Fitch's expectations.

Fitch affirms the following classes as indicated:

-- $31.8 million class 3B at 'AAAsf', Outlook Stable;
-- $43.4 million class 3C at 'AAsf', Outlook Stable;
-- $19.5 million class 3D at 'BBB+sf', Outlook Stable;
-- $6.5 million class 3E at 'BBBsf', Outlook Negative;
-- $10.8 million class 3F at 'CCCsf', RE 100%;
-- $2.7 million class 3G at 'Dsf', RE 10%.

The class 3A-1, 3A-2 and 3X certificates have paid in full. Fitch
does not rate the class 3H certificates.


COMMERCIAL MORTGAGE 2001-CMLB1: Moody's Keeps X Certs' Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of four classes of
Commercial Mortgage Leased-Backed Certificates 2001-CMLB1 as
follows:

Cl. A-1, Affirmed Aaa (sf); previously on Jan 31, 2008 Confirmed
at Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jan 31, 2008 Confirmed
at Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jan 31, 2008 Confirmed
at Aaa (sf)

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

Ratings Rationale:

The affirmations of the P&I classes are due to the stable credit
quality of the corporate tenants leasing the real estate
collateral supporting the Credit Tenant Lease (CTL) loans. The
rating of the IO Class, Class X, is consistent with the expected
credit performance of its referenced classes and thus is affirmed.

The bottom-dollar weighted average rating factor (WARF) for this
pool is 1,696 compared to 1,823 at last review. WARF is a measure
of the overall quality of a pool of diverse credits. The bottom-
dollar WARF is a measure of the default probability within the
pool. The WARF may change over time based on the ratings or credit
assessments of corporate credits supporting the loans. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

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

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

The other methodology used in rating Class X was "Moody's Approach
to Rating Structured Finance Interest-Only Securities" published
in February 2012.

Moody's review incorporated the use of the CMBS IO calculator
ver1.1, which uses the following inputs to calculate the proposed
IO rating based on the published methodology: original and current
bond ratings and credit assessments; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type as defined in the
published methodology. The calculator then returns a calculated IO
rating based on both a target and mid-point. For example, a target
rating basis for a Baa3 (sf) rating is a 610 rating factor. The
midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the
simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf)
rating factor of 940). If the calculated IO rating factor is 700,
the CMBS IO calculator ver1.1 would provide both a Baa3 (sf) and
Ba1 (sf) IO indication for consideration by the rating committee.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated October 3, 2012.

Deal Performance:

As of the July 22, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to $269.7
million from $476.3 million at securitization. The Certificates
are collateralized by 114 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten non-defeased loans
representing 39% of the pool. Ninety-seven of the loans are CTL
loans secured by properties leased to 24 corporate credits.
Seventeen loans, representing 14% of the pool, have defeased and
are collateralized with U.S. Government securities.

One loan has been liquidated from the pool, resulting in a
realized loss of $5.5 million (49% loss severity). Due to realized
losses, Class K has been eliminated entirely and Class J has
experienced a 11% principal loss. One loan, representing less than
0.5% of the pool, is currently in special servicing.

Three loans, representing 3% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool's largest exposures are Autozone, Inc. ($32.7 million -
12% of the pool balance; Moody's senior unsecured rating Baa2 -
positive outlook), New Albertson's Inc. ($28.6 million - 11%;
whose parent company, SUPERVALU INC., has a Moody's senior
unsecured rating Caa1 - stable outlook) and Dollar General
Corporation ($26.6 million -- 10%; Moody's senior unsecured rating
Baa3 -- stable outlook). Excluding defeased loans, approximately
97% of the pool are publicly rated by Moody's.


CRIIMI MAE 1996-C1: Fitch Affirms 'D' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has affirmed two classes of notes issued by CRIIMI
MAE Trust, series 1996-C1. The affirmations reflect the distressed
nature of the underlying collateral of which approximately 36.9%
are non-rated or defaulted first loss commercial mortgage-backed
securities (CMBS) bonds.

Key Rating Drivers:

Since the last rating action in August 2012, the class E notes
principal balance has been reduced by $1.8 million for a total of
$75.3 million in principal paydowns since issuance. Cumulative
losses on the underlying collateral are $11.5 million.

Given the high concentration of the pool, Fitch conducted an asset
by asset analysis of the underlying collateral to estimate
recoveries while accounting for defeasance. Based on this
analysis, default appears inevitable for class E; however, Fitch
estimates strong recoveries.

The class F notes have already experienced losses of approximately
$11.5 million and full losses are anticipated.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'. However, given the
portfolio's distressed nature, Fitch believes that the probability
of default for all classes of notes can be evaluated without using
the Structured Finance Portfolio Credit Model (SF PCM) to estimate
potential further losses from the non-defaulted portion of the
portfolio. CRIIMI MAE 1996-C1 is collateralized by all or a
portion of five classes of fixed-rate CMBS in four separate
underlying transactions from the 1995 and 1996 vintages. The
entire portfolio has a Fitch derived rating below 'CCC' or is not
rated, and therefore, is more susceptible to default in the near
term.

Rating Sensitivities

The rating on the class E notes may be subject to a downgrade as
losses are realized.

Fitch has affirmed the following classes:

-- $24,742,928 class E notes at 'Csf';
-- $537,287 class F notes at 'Dsf'.

Classes A-1, A-2, B, C, and D have been paid in full.


DEUTSCHE BANK 2010-C1: Fitch Affirms 'B-' Rating on Class G Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of Deutsche Bank Securities
COMM 2010-C1 commercial mortgage pass-through certificates.

Key Rating Drivers

The affirmations of the Deutsche Bank Securities COMM 2010-C1 are
based on the stable performance of the underlying collateral pool.
As of the July 2013 remittance, the pool had no delinquent or
specially serviced loans. The pool's aggregate principal balance
has been paid down by 5.1% to $0.813 billion from $0.857 billion
at issuance. The top 15 loans reported full year 2012 financials.
Based on full year financial statements, the pool's overall net
operating income (NOI) improved 10.3% since issuance.

Ratings Sensitivity

The Rating Outlook remains Stable for all classes. Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee negative ratings migration until a material
economic or asset level event changes the transaction's overall
portfolio-level metrics. However, Fitch has designated two of the
top 15 loans as Loans of Concern based on tenant vacancy, and
lease roll-over and retention concerns.

The first Fitch Loan of Concern is Central Plaza (3.61% of the
pool), secured by a 405,693 square foot, 20 story office tower
with three two story office buildings, and a nine-level parking
garage. The property is located in a commercial zone that is
approximately one mile north of downtown Phoenix, AZ. Occupancy at
the subject dropped to 56% during the 2012 calendar year when the
Phoenix School of Law exercised an early termination option for
their premises. The sponsor is actively marketing the space and
looking for a replacement tenant. The recovery in office sector of
Phoenix has been slow since the economic expansion after the
recession. The Uptown submarket of Phoenix has a class A vacancy
rate of 25.7% as of first quarter 2013. The market has experienced
positive absorption over the past 6 quarters and the trend is
expected to continue over the next four due to significant
projected employment growth.

The second Fitch Loan of Concern is a loan secured by a 195,326 sf
office complex, 400 Skokie Boulevard (2.08%), located in
Northbrook, IL approximately 20 miles north of Chicago. The
subject was built in 1984 and renovated in 2006. The property's
occupancy rate is 79% which is a drop from 87% at year end 2011.
The property has 50,564 sf of the net rentable area (NRA) that is
scheduled to expire in 2014. Fitch will closely monitor the
progress of the property manager to complete renewals due to the
large number of competing assets in the submarket and the weak
economic outlook for the local office market.

Fitch has affirmed the following classes:

-- $373.1 million class A-1 at 'AAAsf'; Outlook Stable;
-- $36.1 million class A-1D at 'AAAsf'; Outlook Stable;
-- $75.1 million class A-2 at 'AAAsf'; Outlook Stable;
-- $179.5 million class A-3 at 'AAAsf'; Outlook Stable;
-- $300.9 million class XP-A at 'AAAsf'; Outlook Stable;
-- $331.9 million class XS-A at 'AAAsf'; Outlook Stable;
-- $331.9 million class XW-A at 'AAAsf'; Outlook Stable;
-- $24.6 million class B at 'AAsf'; Outlook Stable;
-- $28.9 million class C at 'Asf'; Outlook Stable;
-- $45 million class D at 'BBB-sf'; Outlook Stable;
-- $7.5 million class E at 'BBB-sf'; Outlook Stable;
-- $12.8 million class F at 'BBsf'; Outlook Stable;
-- $12.9 million class G at 'B-sf'; Outlook Stable.

Fitch does not rate the interest-only class XW-B or the $17.1
million class H.


FIGUEROA CLO 2013-1: S&P Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Figueroa CLO 2013-1 Ltd./Figueroa CLO 2013-1 LLC's $356.0 million
floating-rate notes following the transaction's effective date as
of May 17, 2013.

Most U.S. cash flow collateralized loan obligations (CLOs) closes
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 we assigned on the transaction's closing
date.  The effective date reports provide a summary of certain
information that S&P used in its analysis and the results of its
review based on the information presented to S&P.

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

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 S&P's 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 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.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Figueroa CLO 2013-1 Ltd./Figueroa CLO 2013-1 LLC

Class                      Rating                       Amount
                                                       (mil. $)
A-1                        AAA (sf)                     249.00
A-2                        AA (sf)                       43.00
B (deferrable)             A (sf)                        20.00
C (deferrable)             BBB (sf)                      19.00
D (deferrable)             BB (sf)                       25.00


FLAGSHIP CLO V: Moody's Affirms B1 Rating on $22.5MM Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Flagship CLO V:

$33,750,000 Class B Floating Rate Notes Due 2019, Upgraded to Aa2
(sf); previously on August 15, 2011 Upgraded to Aa3 (sf).

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

$365,000,000 Class A Floating Rate Notes Due 2019, Affirmed Aaa
(sf); previously on August 15, 2011 Upgraded to Aaa (sf);

$22,500,000 Class C Deferrable Floating Rate Notes Due 2019,
Affirmed Baa1 (sf); previously on August 15, 2011 Upgraded to Baa1
(sf);

$17,500,000 Class D Deferrable Floating Rate Notes Due 2019,
Affirmed Ba1 (sf); previously on August 15, 2011 Upgraded to Ba1
(sf);

$22,500,000 Class E Deferrable Floating Rate Notes Due 2019,
Affirmed B1 (sf); previously on August 15, 2011 Upgraded to B1
(sf).

Ratings Rationale:

According to Moody's, the notes benefit from the short period of
time remaining before the end of the deal's reinvestment period in
September 2013 as well as a reduction in the weighted average life
of the underlying portfolio. Additionally, after the reinvestment
period ends, Moody's expects that unscheduled principal proceeds
will be applied to pay down the notes given the likelihood that
the issuer will continue to fail to satisfy the weighted average
life test. Moody's also notes that the transaction's reported
collateral quality test measures and overcollateralization ratios
have been stable since July 2012.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $472.6 million, defaulted par of $0.8 million,
a weighted average default probability of 17.22% (implying a WARF
of 2728), a weighted average recovery rate upon default of 51.14%,
and a diversity score of 59. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2183)

Class A: 0

Class B: +2

Class C: +2

Class D: +1

Class D: +1

Moody's Adjusted WARF + 20% (3274)

Class A: 0

Class B: -2

Class C: -2

Class D: -1

Class D: -1

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

Sources of additional performance uncertainties:

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

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


FRANKLIN CLO VI: Moody's Affirms 'Ba2' Rating on 2 Note Classes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Franklin CLO VI, Ltd.:

  $38,000,000 Class B Senior Secured Floating Rate Notes Due
  August 9, 2019, Upgraded to Aa2 (sf); previously on July 29,
  2011 Upgraded to Aa3 (sf)

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

  $272,000,000 Class A Senior Secured Floating Rate Notes Due
  August 9, 2019 (current outstanding balance of $261,594,841),
  Affirmed Aaa (sf); previously on July 29, 2011 Upgraded to Aaa
  (sf)

  $18,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes Due August 9, 2019, Affirmed Baa1 (sf); previously on
  July 29, 2011 Upgraded to Baa1 (sf)

  $15,000,000 Class D Senior Secured Deferrable Floating Rate
  Notes Due August 9, 2019, Affirmed Ba1 (sf); previously on July
  29, 2011 Upgraded to Ba1 (sf)

  $11,500,000 Class E Senior Secured Deferrable Floating Rate
  Notes Due August 9, 2019 (current outstanding balance of
  $11,035,647), Affirmed Ba2 (sf); previously on July 29, 2011
  Upgraded to Ba2 (sf)

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in August 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF of 2603 and higher spread of
3.64% compared to the levels assumed at the last rating review.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the June 2013 trustee report, securities that
mature after the maturity date of the notes currently make up
approximately 8.66% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $361 million, defaulted par of $4.25 million,
a weighted average default probability of 19.61% (implying a WARF
of 2603), a weighted average recovery rate upon default of 50.10%,
and a diversity score of 55. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

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

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

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

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

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

Moody's Adjusted WARF -- 20% (2083)

Class A: 0

Class B: +2

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3124)

Class A: 0

Class B: -2

Class C: -2

Class D: 0

Class E: 0

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

Sources of additional performance uncertainties:

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

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

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


HARBORVIEW 2006-8: Moody's Keeps Caa3 Rating on Class 2A-1A Debt
----------------------------------------------------------------
Moody's Investors Service has confirmed the rating of the Class
2A-1A from HarborView Mortgage Loan Trust 2006-8, backed by Option
ARM loans.

Issuer: HarborView Mortgage Loan Trust 2006-8

Cl. 2A-1A, Confirmed at Caa3 (sf); previously on May 6, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Ratings Rationale:

The action is a result of the recent performance of the underlying
pool and reflects Moody's updated loss expectation on the
transaction.

The confirmation of the rating also reflects the correction of an
error in the SFW model used in previous rating actions. In those
actions, the SFW model incorrectly assumed that when group 2 is
over-collateralized after the credit support depletion date,
realized losses from group 2 collateral are not allocated to group
2 senior tranches. However, the pooling and servicing agreement
for this transaction dictates that realized losses from group 2
collateral after the credit support depletion date should be
allocated to group 2 senior tranches at the time of the loss
regardless of whether group 2 is over collateralized or under
collateralized. This rating action takes into account the correct
allocation of realized losses from group 2.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


HEWETT'S ISLAND I-R: Moody's Affirms 'Ba3' Rating on Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Hewett's Island CLO I-R, Ltd.:

  $195,850 ,000 Class A First Priority Senior Secured Floating
  Rate Notes Due November 12, 2019 (current outstanding balance
  of $180,131,643), Upgraded to Aaa (sf); previously on August
  18, 2011 Upgraded to Aa1 (sf);

  $15,700,000 Class B Second Priority Senior Secured Floating
  Rate Notes Due November 12, 2019, Upgraded to Aa3 (sf);
  previously on August 18, 2011 Upgraded to A1 (sf).

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

  $11,250,000 Class C Third Priority Senior Secured Deferrable
  Floating Rate Notes Due November 12, 2019, Affirmed Baa1 (sf);
  previously on August 18, 2011 Upgraded to Baa1 (sf);

  $9,900,000 Class D Fourth Priority Mezzanine Secured Deferrable
  Floating Rate Notes Due November 12, 2019, Affirmed Ba2 (sf);
  previously on August 18, 2011 Upgraded to Ba2 (sf);

  $10,300,000 Class E Fifth Priority Mezzanine Secured Deferrable
  Floating Rate Notes Due November 12, 2019 (current outstanding
  balance of $6,900,574), Affirmed Ba3 (sf); previously on August
  18, 2011 Upgraded to Ba3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in November 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is expected to benefit from weighted average spread (WAS) and
weighted average recovery rate (WARR) levels that are assumed to
be higher than their covenant levels. Based on its calculations,
Moody's modeled WAS and WARR of 3.26% and 51.70%, respectively,
compared to the covenant levels of 2.82% and 44.5%, respectively.
Moody's also notes that the transaction's reported
overcollateralization ratios are stable since the last rating
action.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor (WARF),
diversity score, and WARR, are based on its published methodology
and may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par and principal proceeds balance of $227 million,
defaulted par of $4.3 million, a weighted average default
probability of 17.6% (implying a WARF of 2637), a WARR upon
default of 51.7%, and a diversity score of 49. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Hewett's Island CLO I-R, Ltd., issued in November 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (2110)

Class A: 0

Class B: +3

Class C: +3

Class D: +1

Class E: +1

Moody's Adjusted WARF + 20% (3164)

Class A: -1

Class B: -1

Class C: -1

Class D: 0

Class E: -1

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

Sources of additional performance uncertainties:

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

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


HIGHBRIDGE LOAN 2013-2: S&P Assigns 'BB' Rating to Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Highbridge Loan Management 2013-2 Ltd./Highbridge Loan
Management 2013-2 LLC's $378.5 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 Aug. 5,
2013.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

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

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

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

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

   -- The asset manager's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the preliminary rated notes, which it
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned preliminary ratings under
      various interest-rate scenarios, including LIBOR ranging
      from 0.2600%-13.8391%.

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1713.pdf

Preliminary Ratings Assigned

Highbridge Loan Management 2013-2 Ltd./Highbridge Loan Management
2013-2 LLC

Class                     Rating             Amount
                                           (mil. $)
A-1                       AAA (sf)           260.00
A-2                       AA (sf)             43.00
B-1 (deferrable)          A (sf)              22.50
B-2 (deferrable)          A (sf)               9.50
C (deferrable)            BBB (sf)            19.50
D (deferrable)            BB (sf)             16.00
E (deferrable)            B (sf)               8.00
Subordinated notes        NR                  34.25

NR-Not rated.


JP MORGAN 2005-A2: Moody's Raises Ratings on Two Note Classes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
backed by Alt-A RMBS loans, issued by J.P. Morgan Alternative Loan
Trust 2005-A2.

Complete rating actions are as follows:

Issuer: J.P. Morgan Alternative Loan Trust 2005-A2

Cl. 1-A-1, Upgraded to B1 (sf); previously on May 10, 2013 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. 1-A-2, Upgraded to Caa3 (sf); previously on Dec 17, 2010
Downgraded to Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectation on
the pools.

The rating also concludes the review of the discrepancy in the
language between the Prospectus Supplement and the Pooling and
Servicing Agreement (PSA) in regards to the definition of the
funds available to pay interest and principal on the bonds.
Previously, on 10 May 2013, Moody's had placed the Class 1-A-1 on
review for upgrade pending review of this discrepancy. The
Prospectus Supplement states that interest on bonds is paid from
interest remittance amount. However, the PSA does not define the
interest distribution amount per the interest remittance amount.
Instead, it states that the interest on the bonds is equal to the
interest accrued on the certificates and is paid from all
available funds. Based on further review, Moody's has concluded
that the future interest and principal payments to the senior
bonds are not sensitive to the source of funds, which is reflected
in the rating action.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.



JP MORGAN 2005-CIBC12: Fitch Cuts Rating on Class C Certs to 'CCC'
------------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 18 classes
of J.P. Morgan Chase Commercial Mortgage Securities Corp. (JPMCC),
2005-CIBC12.

Key Rating Drivers

The downgrades are primarily based on incurred losses and an
increase in expected losses to specially serviced loans. The
affirmations are due to sufficient credit enhancement relative to
the ratings.

Fitch modeled losses of 7% of the remaining pool; expected losses
on the original pool balance total 9.8%, including $124.4 million
(5.6% of the original pool balance) in realized losses to date.
Fitch has designated 34 loans (21.8%) as Fitch Loans of Concern,
which includes eight specially serviced assets (7%).

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 39.1% to $1.35 billion from
$2.22 billion at issuance. Per the servicer reporting, five loans
(2.3% of the pool) are defeased. Interest shortfalls are currently
affecting classes E through NR.

The largest contributor to expected losses is a specially-serviced
loan (3% of the pool), which is secured by a 289,000 square foot
(sf) office complex located in Atlanta, GA. The loan transferred
to special servicing in April 2012 for imminent default following
a notice from the sole tenant that it intended to downsize and
renew its lease at market rates, which was significantly lower.
The special servicer reports that the sole tenant now occupies 83%
of the space with the remainder still vacant.

The next largest contributor to expected losses is a 248-unit
multifamily property located in North Las Vegas, NV (0.8%). The
loan transferred to special servicing in November 2010 and became
real estate owned (REO) in December 2012. The special servicer
reports that the current occupancy is approximately 70%.

The third largest contributor to expected losses is a specially-
serviced loan (0.6%), which is secured by an 87,330 sf office
building located in New London, CT. The loan transferred to the
special servicer in February 2007. The borrower filed an appeal
with Connecticut's Appellate Court and Connecticut Supreme Court
upheld the foreclosure. Special servicer has reopened the
foreclosure process and expects the foreclosure to occur in
October 2013.

Rating Sensitivity

Rating Outlooks on classesA-3A2 through B remain Stable due to
increasing credit enhancement and continued paydown.

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

-- $43.3 million class B to 'Bsf' from 'BBsf'; Outlook to Stable
   from Negative;

-- $19 million class C to 'CCCsf' from 'Bsf'; RE 0%.

Fitch affirms the following classes and revises REs as indicated:

-- $49.2 million class A-3A2 at 'AAAsf'; Outlook Stable;
-- $34.4 million class A-3B at 'AAAsf'; Outlook Stable;
-- $649.3 million class A-4 at 'AAAsf'; Outlook Stable;
-- $42.3 million class A-SB at 'AAAsf'; Outlook Stable;
-- $216.7 million class A-M at 'AAAsf'; Outlook Stable;
-- $162.5 million class A-J at 'BBBsf'; Outlook Stable;
-- $32.5 million class D at 'CCCsf'; RE 0%;
-- $27.1 million class E at 'CCsf'; RE 0%;
-- $24.4 million class F at 'Csf'; RE 0%;
-- $122,853 class G at 'Dsf'; RE 0%;
-- $0 class H at 'Dsf'; RE 0%;
-- $0 class J at 'Dsf'; RE 0%;
-- $0 class K at 'Dsf'; RE 0%;
-- $0 class L at 'Dsf'; RE 0%;
-- $0 class M at 'Dsf'; RE 0%;
-- $0 class N at 'Dsf'; RE 0%;
-- $0 class P at 'Dsf'; RE 0%;
-- $50 million class UHP at 'B-sf'; Outlook Stable.

The class A-1, A-2 and A-3A1 certificates have paid in full. Fitch
does not rate the class NR certificates. Fitch previously withdrew
the ratings on the interest-only class X-1 and X-2 certificates.


JP MORGAN 2005-CIBC13: Moody's Cuts Ratings on 2 CMBS Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 16 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-CIBC13 as follows:

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

Cl. A-2, Affirmed Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-2FL, Affirmed Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-2FX, Affirmed Aaa (sf); previously on Aug 3, 2010 Assigned
Aaa (sf)

Cl. A-3A1, Affirmed Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-3A2, Affirmed Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

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

Cl. A-J, Affirmed B3 (sf); previously on Aug 9, 2012 Downgraded to
B3 (sf)

Cl. A-M, Affirmed Baa1 (sf); previously on Aug 9, 2012 Downgraded
to Baa1 (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Dec 7, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Caa3 (sf); previously on Aug 9, 2012 Downgraded to
Caa3 (sf)

Cl. C, Downgraded to C (sf); previously on Aug 9, 2012 Downgraded
to Ca (sf)

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

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

Cl. F, Affirmed C (sf); previously on Jan 28, 2010 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Jan 28, 2010 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jan 28, 2010 Downgraded to C
(sf)

Cl. X-1, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale:

The downgrade of Class C is due to higher realized losses and the
expectation of near-term losses from specially serviced loans. The
downgrade of the IO Class, Class X-1, is a result of the decline
in WARF of its referenced classes.

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

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

Moody's rating action reflects a base expected loss of 13.4% of
the current balance. At last review, Moody's base expected loss
was 13.1%. Realized losses have increased from 3.4% of the
original balance to 4.5% since the prior review. Moody's base
expected loss plus realized losses is now 13.9% of the original
pooled balance, the same at last review. The performance
expectations for a given variable indicate Moody's forward-looking
view of the likely range of performance over the medium term. From
time to time, Moody's may, if warranted, change these
expectations. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 54 compared to 53 at Moody's prior review.

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

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

Deal Performance:

As of the July 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $1.9 billion
from $2.7 billion at securitization. The Certificates are
collateralized by 193 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten non-defeased loans
representing 35% of the pool. One loan, representing less than 1%
of the pool, has defeased and is secured by U.S. Government
securities. There are no loans in this pool with an investment
grade credit assessment.

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

Twenty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $121.6 million (48% loss severity on
average). Fourteen loans, representing 20% of the pool, are
currently in special servicing. The largest specially serviced
loan is the DRA-CRT Portfolio Loan ($133.7 million -- 6.9% of the
pool), which was originally secured by a portfolio of 16 suburban
office properties containing a total of 1.5 million square feet
(SF). The properties were located in Florida (12), North Carolina
(2) and Maryland (2). The loan transferred into special servicing
in December 2009 and became real-estate owned (REO) in April 2011.
Fourteen of the properties have been sold, leaving the two
properties in Maryland remaining. Losses from the sold properties
have not yet been recognized. As of June 2013, the weighted
average occupancy of the two remaining properties was 70%.

The second largest specially serviced loan is The Shore Club Loan
($103.0 million -- 5.3% of the pool), which is secured by a 322-
room full-service boutique hotel located in Miami Beach, Florida.
The Shore Club also has an $11.5 million B-Note that is held
outside the Trust, bringing the total debt to $114.5 million. The
A-Note transferred to special servicing in September 2009. The
property was scheduled for a foreclosure sale in June but the
Borrower redeemed the loan on June 25, halting the sale. The loan
was paid in full.

The remaining 12 specially serviced loans are secured by a mix of
property types. The master servicer has recognized an aggregate
$199 million appraisal reduction for 12 of the 14 specially
serviced loans. Moody's estimates an aggregate $186 million loss
for the specially serviced loans (47% expected loss on average).

Moody's has assumed a high default probability for 33 poorly
performing loans representing 10% of the pool and has estimated an
aggregate $28.5 million loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Based on the most recent remittance statement, Classes B through
NR have experienced cumulative interest shortfalls totaling $25.2
million compared to $31.1 million at last review. Moody's
anticipates that the pool will continue to experience interest
shortfalls because of the high exposure to specially serviced and
troubled loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), loan modifications and
extraordinary trust expenses.

Moody's was provided with full year 2012 operating results for 97%
of the pool's non-specially serviced loans. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 93%
compared to 97% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 10% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 8.9%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.40X and 1.12X, respectively, compared to
1.41X and 1.12X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 10% of the pool. The largest
conduit loan is Marriott Myrtle Beach Loan ($70.4 million -- 3.7%
of the pool), which is secured by 405-room full service hotel
located in Myrtle Beach, South Carolina. The collateral's 2012
occupancy of 64% and RevPAR of $109 have increased from 63% and
$99, respectively, since last review. Moody's LTV and stressed
DSCR are 76% and 1.57X, respectively, compared to 83% and 1.44X at
last review.

The second largest loan is the 270 Madison Avenue Loan ($65.0
million -- 3.4% of the pool), which is secured by 19-story Class B
office building located in Manhattan, New York. The property was
90% leased as of March 2012 compared to 93% at last review.
Performance in 2012 declined due to higher expenses and a drop in
revenues. The loan is interest-only for its entire term. Moody's
LTV and stressed DSCR are 138% and 0.69X, respectively, compared
to 125% and 0.76X at last review.

The third largest loan is the Datran Center Loan ($65.0 million --
3.4% of the pool), which is secured by two office buildings
located in Miami, Florida. The properties were 77% leased as of
April 2013. Performance has remained the same since last review.
The loan is interest only for its entire term. Moody's LTV and
stressed DSCR are 128% and 0.76X, respectively, the same as at
last review.


JP MORGAN 2010-C2: Fitch Affirms 'B-' Rating on Cl. H Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed 11 classes of JP Morgan Chase
Commercial Mortgage Securities Corp. (JPMCC) commercial mortgage
pass-through certificates series 2010-C2.

Key Rating Drivers

The affirmations are a result of stable pool performance since
issuance. Fitch modeled losses are in line with the 2.2% modeled
at issuance. The pool has experienced no realized losses to date.
Fitch has not designated any loans as Fitch Loans of Concern, and
no loans are in special servicing.

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 3.9% to $1.06 billion from
$1.1 billion at issuance. No loans are defeased. Interest
shortfalls are currently affecting class NR.

Rating Sensitivity

Rating Outlooks on classes A-1 through H remain Stable due to
stable pool performance, increasing credit enhancement and
continued paydown.

Fitch affirms the following classes as indicated:

-- $223.7 million class A-1 at 'AAAsf', Outlook Stable;
-- $243.1 million class A-2 at 'AAAsf', Outlook Stable;
-- $390.5 million class A-3 at 'AAAsf', Outlook Stable;
-- $857.3 million class X-A at 'AAAsf', Outlook Stable;
-- $37.2 million class B at 'AAsf', Outlook Stable;
-- $53.7 million class C at 'Asf', Outlook Stable;
-- $33 million class D at 'BBB+sf', Outlook Stable;
-- $22 million class E at 'BBB-sf', Outlook Stable;
-- $16.5 million class F at 'BBsf', Outlook Stable;
-- $13.8 million class G at 'Bsf', Outlook Stable;
-- $2.8 million class H at 'B-sf', Outlook Stable.

Fitch does not rate the class NR certificates.


JP MORGAN 2011-C5: Fitch Affirms 'B-' Rating on Cl. G Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed 11 classes of JPMCC's (JPMorgan Chase &
Co.) commercial mortgage pass-through certificates, series 2011-
C5.

Key Rating Drivers

The affirmations reflect stable portfolio performance since
issuance. Fitch has not designated any loans as Fitch Loans of
Concern, nor have there been any specially serviced or delinquent
loans. As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 1.57% to $1.01 billion from
$1.03 billion at issuance.

The largest loan in the pool (14.3%) is secured by a 792-room
full-service hotel located in Chicago, IL. Property amenities
include 45,000 square feet (sf) of meeting space, four
restaurants, a junior Olympic-size swimming pool and spa and
fitness facilities. The YE (year end) 2012 net operating income
(NOI) is up 12.1% compared to YE 2011 NOI. The initial interest-
only term expires this year, followed by 30-year amortization and
a 2021 maturity.

The second-largest loan in the pool (9.9%) is secured by a
portfolio of 119 SunTrust bank retail branches and two single-
tenant office buildings. The portfolio is part of a larger 218-
property portfolio. The properties are located across seven states
and range in size from 1,110 sf to 78,308 sf.

The third largest loan in the pool (7.4%) is secured by a 323,832
sf portion of a 974,316 sf enclosed regional mall located in
Asheville, NC. The collateral was 100% occupied as of December
2012 compared to 95.4% at issuance.

Rating Sensitivity

The Rating Outlooks on all classes remain Stable. Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee positive or negative ratings migration until a
material economic or asset level event changes the transaction's
overall portfolio-level metrics. Additional information on rating
sensitivity is available in the 'JPMCC 2011-C5 Commercial Mortgage
Pass-Through Certificates' (Oct. 3, 2011) new issue report,
available at www.fitchratings.com.

Fitch affirms the following classes as indicated:

-- $33.6 million class A-1 at 'AAAsf', Outlook Stable;
-- $199.7 million class A-2 at 'AAAsf', Outlook Stable;
-- $405.9 million class A-3 at 'AAAsf', Outlook Stable;
-- $65.4 million class A-SB at 'AAAsf', Outlook Stable;
-- $790.9 million class X-A* 'AAAsf'; Outlook Stable;
-- $86.2 million class A-S at 'AAAsf', Outlook Stable;
-- $51.5 million class B at 'AAsf', Outlook Stable;
-- $39.9 million class C at 'Asf', Outlook Stable;
-- $65.6 million class D at 'BBB-sf', Outlook Stable;
-- $12.9 million class E at 'BBsf', Outlook Stable;
-- $9 million class F at 'B+sf', Outlook Stable;
-- $16.7 million class G at 'B-sf', Outlook Stable.

* Notional amount and interest only.

Fitch does not rate the class NR or X-B certificates.


JP MORGAN 2011-C5: Moody's Affirms B3 Rating on Cl. G Certs
-----------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 13
CMBS classes of JPMCC Commercial Mortgage Trust 2011-C5,
Commercial Mortgage Pass-Through Certificates, Series 2011-C5 as
follows:

Cl. A-1, Affirmed Aaa (sf); previously on Sep 30, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Sep 30, 2011 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Sep 30, 2011 Definitive
Rating Assigned Aaa (sf)

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

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

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

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

Cl. B, Affirmed Aa2 (sf); previously on Sep 30, 2011 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Sep 30, 2011 Definitive
Rating Assigned A2 (sf)

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

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

Cl. F, Affirmed B1 (sf); previously on Sep 30, 2011 Definitive
Rating Assigned B1 (sf)

Cl. G, Affirmed B3 (sf); previously on Sep 30, 2011 Definitive
Rating Assigned B3 (sf)

Ratings Rationale:

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

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

The rating of the IO Classes, X-A and X-B, are consistent with the
expected credit performance of their referenced classes and thus
are affirmed.

Moody's rating action reflects a base expected loss of 2.8% of the
current deal balance compared to 2.3% at Moody's last review.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 18, which is unchanged from Moody's last review
and is the same score as at securitization. This score is within
the band of Herf scores found in most multi-borrower transactions
issued since 2009. The pool's property level Herf score is 25.
Eight loans (31% of the pool) are secured by multiple properties.
Loans secured by multiple properties benefit from lower cash flow
volatility given that excess cash flow from one property can be
used to augment another's cash flow to meet debt service
requirements. Because of the higher property level herf, and the
benefit the pool receives from the pooling of equity from each
underlying property, Moody's did not employ the large loan
methodology in this rating action.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 10, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $1.01 billion
from $1.03 billion at securitization. The Certificates are
collateralized by 44 mortgage loans ranging in size from less than
1% to 14% of the pool, with the top ten loans representing 62% of
the pool. The pool contains no loans with investment-grade credit
assessments and no defeased loans. Further, there are no loans in
special servicing or on the master servicer's watchlist.

Moody's was provided with full-year 2012 operating results for
100% of the pool. Moody's weighted average LTV is 88% compared to
93% at last full review. Moody's net cash flow reflects a weighted
average haircut of 12.6% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.5%.

Moody's actual and stressed DSCRs are 1.73X and 1.19X,
respectively, compared to 1.66X and 1.14X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 32% of the pool.
The largest loan is the InterContinental Hotel Chicago Loan ($145
million -- 14% of the pool), which is secured by a 792-key full-
service hotel located on North Michigan Avenue in Chicago,
Illinois. The property includes over 25,000 square feet of meeting
space, a Michael Jordan's steakhouse restaurant, and an indoor
junior Olympic size pool. Property performance has improved since
securitization, in line with Moody's expectation. Trailing 12-
month occupancy was reported at 77% in March 2013, up from the 73%
reported for full-year 2010. RevPAR also increased substantially
over this time period, to $149 from $132. Moody's current LTV and
stressed DSCR are 98% and 1.13X, respectively, the same as at
Moody's last review.

The second largest loan is the SunTrust Bank Portfolio Loan ($100
million -- 10% of the pool). The loan is secured by 119 bank
branches and two single-tenant office buildings. The properties
are 100% occupied by SunTrust Bank (Moody's senior unsecured
rating A3, stable outlook) as part of a master lease agreement
with the loan sponsor, Inland American Real Estate Trust. The
properties are located in nine Eastern states, from Maryland to
Florida. Moody's current LTV and stressed DSCR are 68% and 1.43X,
respectively, compared to 71% and 1.37X at last review.

The third largest loan is the Asheville Mall Loan ($75 million --
7% of the pool). The loan is secured by a 324,000 square foot
portion of a 1 million square foot regional mall located in
Asheville, North Carolina. The mall anchors include Dillard's,
Sears, JC Penney, Belk, and Barnes and Noble. The anchor tenants
all occupy space under long-term leases, with the earliest anchor
tenant lease expirations occurring in 2019 (Belk and Barnes and
Noble). The mall was 100% leased as of year-end 2012 reporting,
and has reported occupancy above 94% since at least 2008. The loan
sponsor is CBL & Associates Properties, Inc., a retail REIT based
in Chattanooga, Tennessee. Moody's current LTV and stressed DSCR
are 87% and, 1.14X respectively, compared to 91% and 1.10X at last
review.


JP MORGAN 2012-FL2: Fitch Affirms BB+ Rating on Cl. E Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed all rated classes of J.P. Morgan Chase
Commercial Mortgage Securities Trust 2012-FL2 floating-rate
commercial mortgage pass-through certificates.

Key Rating Drivers

Affirmations are warranted due to stable or improved performance
of the underlying collateral since issuance. As of the July 2013
distribution date, the transaction's aggregate principal balance
remained at $466.3 million the same as issuance. There are no
delinquent, watch list or specially serviced loans.

Rating Sensitivities

The Rating Outlooks are expected to remain Stable. Upgrades will
be limited due to the transaction's concentration and relatively
short expected life. Additional information on rating sensitivity
is available in the report 'JPMCC 2012-FL2 ', dated Oct. 2, 2012.

All of the pool's original six floating rate loans remain
outstanding: The Carousel Mall, Roosevelt Hotel, Ashford Hotel
Portfolio, Curtis Center, Wyvernwood Apartments and the Westin
DFW.

The largest loan in the transaction is the Carousel Mall (33.2%),
a 1.5 million sf super-regional shopping mall located in Syracuse,
NY. The property opened in 1990 and is anchored by Macy's,
JCPenney, Lord & Taylor, and Bon-Ton. Major tenants include Best
Buy, Sports Authority, and a 17-screen Regal Cinema. The mall was
recently expanded to include the Destiny USA expansion portion of
the property; however collateral for this loan is the original
Carousel Mall space only. Collateral square footage for the loan
is 1.2 million SF and excludes the Macy's and Lord & Taylor
spaces, which are owned by the tenants. As of YE 2012 the servicer
reported mall net cash flow (NCF) was up 35% compared to issuance
underwriting.

The next largest loan is the Ashford Hotel Portfolio (16.9%) which
is backed by a portfolio of nine hotels, totaling 1,337 keys,
located across six states. The first mortgage, along with
$60,000,000 of mezzanine debt and approximately $5 million of new
sponsor equity, was used to refinance a previous loan which was
originally securitized in the WBCMT 2007-WHL8 transaction. The
loan is sponsored by Ashford Hospitality Trust, a publicly traded
hotel REIT that owns a total of 127 properties across the U.S.
comprising over 27,600 rooms. Remington Lodging and Hospitality,
LLC, a sponsor affiliated company, manages seven of the nine
properties. The remaining properties are managed by their
respective flags. As of YE 2012 the servicer reported NCF was up
approximately 13% compared to issuance underwriting.

The Roosevelt Hotel loan (16.9%) is secured by a 1,015-room full-
service hotel located in the Midtown Manhattan, two blocks north
of Grand Central Station. The property was originally built in
1924 and underwent a substantial renovation in 1997 at an
estimated cost of $65 million ($64,039 per room). Amenities
include a 24-hour fitness center, business center, and the rooftop
bar -- Mad46. The property completed an $8.3 million ($7,882 per
room) room renovation in early 2012. As of YE 2012 revenue per
available room (RevPAR) had improved to $194.60 from $174.92 at YE
2011.

Fitch has affirmed the following classes:

-- $345 million class A at 'AAAsf'; Outlook Stable;
-- $42 million class B at 'AAsf'; Outlook Stable;
-- $35 million class C at 'Asf'; Outlook Stable;
-- $35 million class D at 'BBB-sf'; Outlook Stable;
-- $9.3 million class E at 'BB+sf'; Outlook Stable;
-- $466.3 million interest-only class X-EXT at 'BB+sf';
   Outlook Stable.

Fitch does not rate the interest-only class X-CP.

A comparison of the transaction's Representations, Warranties, and
Enforcement (RW&E) mechanisms to those of typical RW&Es for the
asset class is available in the following report: JPMCC 2012-FL2 -
Appendix dated Oct. 2, 2012.


JP MORGAN 2013-C14: Moody's Rates Class G Certificates '(P)B2'
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fourteen classes of CMBS securities, issued by JPMBB 2013-C14,
Commercial Mortgage Pass-Through Certificates, Series 2013-C14.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-SB, Assigned (P)Aaa (sf)

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

Cl. X-B*, Assigned (P)A2 (sf)

Cl. A-S, Assigned (P)Aaa (sf)

Cl. B, Assigned (P)Aa3 (sf)

Cl. C, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba2 (sf)

Cl. F, Assigned (P)Ba3 (sf)

Cl. G, Assigned (P)B2 (sf)

* Reflects Interest Only Classes

Ratings Rationale:

The Certificates are collateralized by 45 fixed rate loans secured
by 89 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR; and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.59X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.02X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 103.3% is lower than the 2007
conduit/fusion transaction average of 110.6%.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
20.7, which is in line with the Herfindahl scores found in most
multi-borrower transactions issued since 2009. With respect to
property level diversity, the pool's property level Herfindahl
Index is 27.1, which is also in line with the indices calculated
in most multi-borrower transactions issued since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.38, which is slightly
weaker than the indices calculated in most multi-borrower
transactions since 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000. The methodology used in rating Classes X-A and X-B
was "Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

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

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

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, and 23%, the model-indicated rating for the currently
rated Aaa Super Senior class would be ((P) Aaa (sf)), ((P) Aaa
(sf)), and ((P) Aa1(sf)), respectively; for the most junior Aaa
rated class A-S would be ((P) Aa1 (sf)), ((P) Aa2 (sf)), and ((P)
A1(sf)), respectively. Parameter Sensitivities are not intended to
measure how the rating of the security might migrate over time;
rather they are designed to provide a quantitative calculation of
how the initial rating might change if key input parameters used
in the initial rating process differed. The analysis assumes that
the deal has not aged. Parameter Sensitivities only reflect the
ratings impact of each scenario from a quantitative/model-
indicated standpoint. Qualitative factors are also taken into
consideration in the ratings process, so the actual ratings that
would be assigned in each case could vary from the information
presented in the Parameter Sensitivity analysis.


KATONAH VII: Moody's Hikes Rating on $20.5MM Cl. D Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Katonah VII CLO, Ltd.:

$25,000,000 Class C Deferrable Floating Rate Notes Due November
15, 2017, Upgraded to Aa2 (sf); previously on July 15, 2013
Upgraded to Baa1 (sf) and Placed Under Review for Possible Upgrade

$20,500,000 Class D Deferrable Floating Rate Notes Due November
15, 2017 (current outstanding balance of $17,387,146), Upgraded to
Ba1 (sf); previously on July 15, 2013 Ba3 (sf) Placed Under Review
for Possible Upgrade

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

$100,000,000 Class A-1 Delayed Drawdown Floating Rate Notes Due
2017 (current outstanding balance of $48,293,778), Affirmed Aaa
(sf); previously on July 15, 2011 Upgraded to Aaa (sf)

$167,000,000 Class A-2 Floating Rate Notes Due 2017 (current
outstanding balance of $80,650,610), Affirmed Aaa (sf); previously
on July 15, 2011 Upgraded to Aaa (sf)

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

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
December 2012. Moody's notes that the Class A Notes have been paid
down by approximately 65% or $61.5 million since that time. Based
on the latest trustee report dated June 20, 2013, the Class A/B,
Class C and D overcollateralization ratios are reported at 139.1%,
118.5% and 107.5%, respectively, versus December 20, 2012 levels
of 126.9%, 113.1%, and 105.2%, respectively. In taking the
foregoing actions, Moody's also announced that it had concluded
its review of its ratings on the issuer's Class C Notes and Class
D Notes announced on July 15, 2013. At that time, Moody's said
that it had upgraded and placed certain issuer's ratings on review
for upgrade primarily as a result of substantial deleveraging of
the senior notes and increases in OC ratios resulting from high
rates of loan collateral prepayments during the first half of
2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $189.9 million, defaulted par of $18 million,
a weighted average default probability of 13.88% (implying a WARF
of 2369), a weighted average recovery rate upon default of 52.84%,
and a diversity score of 30. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Katonah VII CLO, Ltd., issued in November 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans and CLO tranches.

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

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

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

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

Moody's Adjusted WARF -- 20% (1895)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (2843)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: -2

Class D: -1

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

Sources of additional performance uncertainties:

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

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


KLEROS PREFERRED: Collateral Mgr. Changes No Impact on Ratings
--------------------------------------------------------------
Moody's Investors Service has determined that the appointment of
Vertical Capital, LLC as Replacement Collateral Manager to Kleros
Preferred Funding, Ltd. (the "Issuer") under the provisions of an
amended and restated Collateral Management Agreement between the
Issuer and Vertical Capital, LLC dated as of August 2, 2013 (the
"Appointment and Amendment") and performance of the activities
contemplated therein will not in and of themselves and at this
time result in the withdrawal, reduction or other adverse action
with respect to any current rating (including any private or
confidential ratings) by Moody's of any Class of Notes issued by
the Issuer. Moody's does not express an opinion as to whether the
Appointment and Amendment could have non-credit-related effects.

Under the terms of the Appointment and Amendment, Vertical
Capital, LLC agrees to assume all the responsibilities, duties and
obligations of the Collateral Manager under the Collateral
Management Agreement and under the applicable terms of the
Indenture as of the date of the Appointment and Amendment. The
Agreement is amended and restated to reflect such appointment by
the Issuer of Vertical Capital, LLC as the Replacement Manager. In
reaching its conclusion as to the possible effects of the
Appointment on the current Moody's ratings of the Notes Moody's
considered, among other factors, the experience and capacity of
Vertical Capital, LLC to perform duties of Collateral Manager to
the Issuer.

The principal methodology used in reaching its conclusion and in
monitoring the ratings of the Notes issued by the Issuer is
"Moody's Approach to Rating SF CDOs", published in May 2012.

On July 18, 2013, Moody's Investors Service downgraded the ratings
of the following notes issued by Kleros Preferred Funding, Ltd.:

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

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


LEHMAN BROTHERS 2007-LLF: Rights Transfer No Impact on Ratings
--------------------------------------------------------------
Moody's Investors Service was informed that the Holder of
Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class have designated CT Investment Management
Co., LLC as the successor Special Servicer to replace Trimont Real
Estate Advisors, Inc. as the Special Servicer for the Sheraton Old
San Juan Loan, the Park Hyatt Beaver Creek Loan, and the Memphis
Embassy Suites Loan. The Proposed Special Servicer Replacement and
Transfer will become effective upon satisfaction of the conditions
precedent set forth in the governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement
from Trimont to CTIMCO. Moody's has determined that this proposed
special servicing transfer will not, in and of itself, and at this
time, result in a downgrade or withdrawal of the current ratings
to any class of certificates rated by Moody's for Lehman Brothers
Floating Rate Commercial Mortgage Trust 2007-LLF C5. Moody's
opinion only addresses the credit impact associated with the
proposed transfer of special servicing rights. Moody's is not
expressing any opinion as to whether the this change has, or could
have, other non-credit related effects that may have a detrimental
impact on the interests of note holders and/or counterparties.

The last rating action for LBFRC 2007-LLF C5 was taken on November
20, 2012. The primary methodology used in monitoring this
transaction was "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

November 20, 2012; Moody's affirmed the ratings of four classes,
upgraded four classes and downgraded one IO class of Lehman
Brothers Floating Rate Commercial Mortgage Trust 2007-LLF C5.
Moody's rating action is as follows:

Cl. C, Upgraded to Aaa (sf); previously on Jun 28, 2012 Upgraded
to A3 (sf)

Cl. D, Upgraded to Aa2 (sf); previously on Jun 28, 2012 Upgraded
to Baa2 (sf)

Cl. E, Upgraded to A1 (sf); previously on Jun 28, 2012 Upgraded to
Baa3 (sf)

Cl. F, Upgraded to Baa3 (sf); previously on Jun 28, 2012 Upgraded
to Ba2 (sf)

Cl. G, Affirmed at Ba3 (sf); previously on Jun 28, 2012 Upgraded
to Ba3 (sf)

Cl. H, Affirmed at B3 (sf); previously on Jun 28, 2012 Upgraded to
B3 (sf)

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

Cl. X-2, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. INO, Affirmed at B3 (sf); previously on Dec 1, 2011 Downgraded
to B3 (sf)


MAC CAPITAL: Moody's Ups Rating on Cl. C-3 Securities to Ba2
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by MAC Capital, Ltd.:

$49,000,000 Class A-2L Floating Rate Notes Due July 2023, Upgraded
to Aa2 (sf); previously on May 9, 2013 Aa3 (sf) Placed Under
Review for Possible Upgrade;

$27,700,000 Class C-1 Combination Securities due July 2023
(current outstanding rated balance of $ 14,156,204), Upgraded to
Baa2 (sf); previously on May 9, 2013 Ba1 (sf) Placed Under Review
for Possible Upgrade; and

$12,500,000 Class C-3 Combination Securities due July 2023
(current outstanding rated balance of $ 5,146,865), Upgraded to
Ba2 (sf); previously on May 9, 2013 B1 (sf) Placed Under Review
for Possible Upgrade.

Moody's affirmed the ratings of the following notes:

$203,000,000 Class A-1L Floating Rate Notes Due July 2023 (current
outstanding balance of $183,970,060), Affirmed Aaa (sf);
previously on November 1, 2011 Upgraded to Aaa (sf); and

$75,000,000 Class A-1LV Floating Rate Revolving Notes Due July
2023 (current outstanding balance of USD 58,825,337, EUR
2,476,121, and GBP 3,677,191), Affirmed Aaa (sf); previously on
November 1, 2011 Upgraded to Aaa (sf).

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

$35,000,000 Class A-3L Floating Rate Notes Due July 2023,
Confirmed at Baa1 (sf); previously on May 9, 2013 Baa1 (sf) Placed
Under Review for Possible Upgrade;

$16,600,000 Class B-1F Fixed Rate Notes Due July 2023, Confirmed
at Ba1 (sf); previously on May 9, 2013 Ba1 (sf) Placed Under
Review for Possible Upgrade;

$4,400,000 Class B-1L Floating Rate Notes Due July 2023, Confirmed
at Ba1 (sf); previously on May 9, 2013 Ba1 (sf) Placed Under
Review for Possible Upgrade;

$5,000,000 Class B-2F Fixed Rate Notes Due July 2023, Confirmed at
Ba3 (sf); previously on May 9, 2013 Ba3 (sf) Placed Under Review
for Possible Upgrade; and

$14,000,000 Class B-2L Floating Rate Notes Due July 2023,
Confirmed at Ba3 (sf); previously on May 9, 2013 Ba3 (sf) Placed
Under Review for Possible Upgrade.

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the end of the deal's reinvestment period
in July 2013. In consideration of the reinvestment restrictions
applicable during the amortization period, and therefore limited
ability to effect significant changes to the current collateral
pool, Moody's analyzed the deal assuming a higher likelihood that
the collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from a shorter weighted
average life. Moody's modeled a weighted average life of 4.77
years. Moody's also notes that the transaction's reported
overcollateralization ratios have increased since July 2012. Based
on the latest trustee report dated July 15, 2013, the Senior Class
A, Class A, Class B-1 and Class B-2 overcollateralization ratios
are reported at 138.4%, 124.0%, 116.8% and 110.9%, respectively,
versus July 2012 levels of 135.4%, 121.4%, 114.3% and 108.5%,
respectively.

These actions are also a result of applying revised CLO
assumptions described in "Moody's Global Approach to Rating
Collateralized Loan Obligations" published in May 2013, which
impact transactions that have material exposure to collateral
other than first-lien loans. As part of the methodology update,
Moody's uses its corporate family rating, when available, to
determine the default probability of both first-lien loans and
other less common instruments, including senior secured, senior
unsecured and subordinated bonds, senior secured floating rate
notes, as well as second-lien and senior unsecured loans. Moody's
also harmonized its recovery rate treatment of senior secured
bonds, second-lien loans and senior secured floating rate notes as
one group, and senior unsecured loans, senior unsecured bonds and
subordinated bonds as another. In the case of MAC Capital, Ltd.,
the methodology update resulted in Moody's assuming a lower WARF
and lower WARR in its analysis when compared to the previous
methodology. In taking the foregoing actions, Moody's also
announced that it had concluded its review of its ratings on the
issuer's Class A-2L Notes, Class A-3L Notes, Class B-1F Notes,
Class B-1L Notes, Class B-2F Notes, Class B-2L Notes, Class C-1
Combination Notes, and Class C-3 Combination Notes announced on
May 9, 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par of $401.6
million in USD denominated assets, EUR2.5 million in EUR
denominated assets and GBP3.7 million in GBP denominated assets,
defaulted par of $7.3 million in USD denominated assets, a
weighted average default probability of 23.68% (implying a WARF of
3158), a weighted average recovery rate upon default of 41.75%,
and a diversity score of 56. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

MAC Capital, Ltd., issued in May 2007, is a collateralized loan
obligation backed primarily by a portfolio of U.S. dollar-
denominated senior secured loans and mezzanine debt, and some
exposure to EUR and GBP denominated assets.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class C-1 Combination
Notes and Class C-3 Combination Notes was "Using the Structured
Note Methodology to Rate CDO Combo-Notes" published in February
2004.

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

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

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

Moody's Adjusted WARF -- 20% (2526)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: +2

Class A-3L: +3

Class B-1F: +2

Class B-1L: +2

Class B-2F: +2

Class B-2L: +2

Moody's Adjusted WARF + 20% (3789)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: -3

Class A-3L: -2

Class B-1F: -1

Class B-1L: -1

Class B-2F: 0

Class B-2L: 0

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

Sources of additional performance uncertainties:

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

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

3) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability adjustments Moody's may assume in lieu of
updated credit estimates.

4) Currency exposure: The deal has some exposure to non-USD
denominated assets. Volatilities in foreign exchange rate will
have a direct impact on interest and principal proceeds available
to the transaction, which may affect the expected loss of rated
tranches. Furthermore, a higher amortization speed, in either the
USD or Non-USD denominated assets, exposes the transaction to
foreign currency risk because the principal proceeds have to be
converted at the spot exchange rate to pay down the pro-rata
liabilities.


MORGAN STANLEY 1997-RR: Fitch Affirms 'D' Rating on 2 Note Classes
------------------------------------------------------------------
Fitch Ratings has affirmed three classes of notes issued by Morgan
Stanley 1997-RR (MS 1997-RR). The affirmations reflect the
distressed nature of the underlying collateral of which
approximately 22% are non-rated or defaulted first-loss commercial
mortgage-backed securities (CMBS) bonds.

Key Rating Drivers:

Since the last rating action in August 2012, there has been an
additional $335,304 in principal losses, totaling $114.6 million
in cumulative losses since issuance. Over this time, the class F
notes principal balance has been reduced by $7.9 million for a
total of $71.6 million in principal paydowns since issuance.

Given the high concentration of the pool, Fitch conducted an
asset-by-asset analysis of the underlying collateral to estimate
recoveries while accounting for defeasance. Based on this
analysis, default appears inevitable for class F; however, Fitch
estimates strong recoveries.

The class G notes have already experienced losses of approximately
$31.5 million and full losses are anticipated.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'. However, given the
portfolio's distressed nature, Fitch believes that the probability
of default for all classes of notes can be evaluated without using
the Structured Finance Portfolio Credit Model (SF PCM) to estimate
potential further losses from the non-defaulted portion of the
portfolio.

MS 1997-RR is backed by CMBS B-pieces (the most junior bonds of
CMBS transactions) and closed on Nov. 26, 1997. It is
collateralized by all or a portion of seven classes of fixed-rate
CMBS in five separate underlying transactions from the 1996 and
1997 vintages.

Rating Sensitivities

The rating on the class F notes may be subject to a downgrade as
losses are realized.

Fitch has affirmed the following classes:

-- $26,662,466 class F notes at 'Csf';
-- $3,557,102 class G-1 notes at 'Dsf';
-- $5,266,701 class G-2 notes at 'Dsf'.

Classes A, B, C, D, E, and IO have been paid in full while classes
H-1 and H-2 have been reduced to zero due to realized losses.
Fitch previously withdrew the rating on the class IO notes.


MORGAN STANLEY 2003-IQ6: Moody's Keeps Caa2 Rating on Cl. L Certs
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed eleven classes of Morgan Stanley Capital I Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-IQ6 as
follows:

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

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

Cl. B, Upgraded to Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aa1 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on Jan 5, 2007 Upgraded to
A1 (sf)

Cl. D, Upgraded to Aa3 (sf); previously on Dec 19, 2003 Definitive
Rating Assigned A3 (sf)

Cl. E, Upgraded to A2 (sf); previously on Dec 19, 2003 Definitive
Rating Assigned Baa1 (sf)

Cl. F, Upgraded to A3 (sf); previously on Dec 19, 2003 Definitive
Rating Assigned Baa2 (sf)

Cl. G, Affirmed Baa3 (sf); previously on Dec 19, 2003 Definitive
Rating Assigned Baa3 (sf)

Cl. H, Affirmed Ba2 (sf); previously on Oct 13, 2011 Downgraded to
Ba2 (sf)

Cl. J, Affirmed B1 (sf); previously on Oct 13, 2011 Downgraded to
B1 (sf)

Cl. K, Affirmed B3 (sf); previously on Oct 13, 2011 Downgraded to
B3 (sf)

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

Cl. M, Affirmed Caa2 (sf); previously on Feb 3, 2011 Downgraded to
Caa2 (sf)

Cl. N, Affirmed Caa3 (sf); previously on Feb 3, 2011 Downgraded to
Caa3 (sf)

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

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

Ratings Rationale:

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization.

The affirmations of the investment grade P&I classes are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. The
ratings of the below investment grade classes are consistent with
Moody's expected loss and thus are affirmed. Based on Moody's
current base expected loss, the credit enhancement levels for the
affirmed classes are sufficient to maintain their current ratings.
The rating of the IO Classes, Class X-1 and X-Y, are consistent
with the expected credit performance of their related referenced
classes and thus are affirmed.

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

Moody's rating action reflects a base expected loss of 1.4% of the
current balance. The base expected loss percentage is the same as
last review, however, on a dollar basis, the base expected loss
decreased to $7.5 million, compared to $10.9 million at last
review. Moody's base expected loss plus realized losses is now
1.6% of the original pooled balance compared to 2.0% at last
review.

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

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

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 11 compared to 19 at Moody's prior review.

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

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated August 30, 2012.

Deal Performance:

As of the July 15, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 48% to $521.6
million from $997.7 million at securitization. The Certificates
are collateralized by 88 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten non-defeased loans
representing 46% of the pool. Seventeen loans, representing 42% of
the pool, have defeased and are secured by U.S. Government
securities. The pool contains 36 loans with investment grade
credit assessments, representing 15% of the pool.

Thirty-four loans, representing 26% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of $8.9 million (40% loss severity on
average). One loan, representing less than 0.5% of the pool, is
currently in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans representing 1% of the pool and has estimated an
aggregate $0.9 million loss (15% expected loss based on average)
from the troubled and specially serviced loans.

Moody's was provided with full year 2011 and / or full year 2012
operating results for 89% and 92% of the pool's non-specially
serviced loans, respectively. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 78% compared to
80% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 13% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.33X and 1.39X, respectively, compared to
1.44X and 1.37X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit assessment is the 3 Times Square
Loan ($21.6 million -- 4.1% of the pool), which represents a
participation interest in a $103 million A-Note. The loan is
collateralized by the sponsor's leasehold interest in an 880,000
square foot (SF) Class A office tower located in the Times Square
district of Midtown Manhattan. The largest tenant, Thomson Reuters
Corporation, leases 78% of the property's net rentable area (NRA)
through November 2021. The loan is fully amortizing and matures in
November 2021. Moody's current credit assessment and stressed DSCR
are Aaa and 3.90X respectively, compared to Aaa and 3.52X at last
review.

The second largest loan with a credit assessment is the Country
Club Mall Loan ($16.7 million -- 3.2% of the pool), which
represents a 390,000 SF mall located in Cumberland, Maryland. The
mall anchors are Sears, The Bon-Ton and JC Penney. A Wal-Mart
Supercenter is attached to the mall, but is not connected via the
mall's interior corridor. AMC Theatres closed its cinemas at the
mall in 2011 and a small theater operator is now in place to run
the movie theater, which represents approximately 22,000 SF. The
mall was 99% leased as of year-end 2012 compared to 98% in 2011.
The loan matures in October 2013. Moody's current credit
assessment and stressed DSCR are Baa2 and 1.71X respectively,
compared to Baa2 and 1.60X at last review.

The remaining 34 credit assessments ($40.9 million -- 7.8% of the
pool) are associated with multifamily housing cooperative loans.
Moody's current credit assessment for these loans is Aaa.

The top three performing conduit loans represent 23% of the pool.
The largest loan is the 840 N. Michigan Loan ($52.7 million --
10.1% of the pool), which is secured by an 87,000 SF multi-story
retail property on the popular retail strip known as the
"Magnificent Mile", in Chicago, Illinois. The largest tenant, H&M
(53% of the NRA), has a lease expiration in August 2018. The
property had been 100% leased until the departure of Escada in May
2012 (previously 28% of the NRA), that left the prime corner
retail space unoccupied. As of December 2012 the property was 68%
leased, however the Borrower has indicated it is in negotiations
with a credit tenant to fill the remaining vacant space. Moody's
current LTV and stressed DSCR are 78% and 1.14X, respectively,
compared to 88% and 1.02X at last review.

The second largest conduit loan is the 88 Sidney Street Loan
($33.5 million -- 6.4% of the pool), which is secured by a 145,000
SF Class A research building in Cambridge, Massachusetts. The
property is part of a larger 2.3 million SF mixed-use complex
developed by Forest City Enterprises and the Massachusetts
Institute of Technology (MIT) and located at the edge of MIT's
main campus. Vertex Pharmaceuticals is on a two-year lease that
expires in June 2014. Moody's analysis incorporates a Lit/Dark
analysis to reflect potential cash flow volatility associated with
single-tenancy and the short-term lease signed by Vertex. The loan
has an anticipated repayment date in September 2013. Moody's
current LTV and stressed DSCR are 97% and 1.12X respectively,
compared to 93% and, 1.11X at last review.

The third largest conduit loan is the Independence Plaza Loan
($32.6 million -- 6.3% of the pool), which is secured by a 245,000
SF anchored retail property located in Selden, New York. The
property is anchored by Home Depot (42% of the NRA) and King
Kullen (21% of the NRA). As of March 2013 the property was 82%
leased, the same as at last review. The property has an
anticipated repayment date in December 2013. Moody's current LTV
and stressed DSCR are 104% and 0.91X respectively, compared to
108% and, 0.88X at last review.


MORGAN STANLEY 2004-RR: Fitch Affirms C Rating on Cl. F-7 Notes
---------------------------------------------------------------
Fitch Ratings has affirmed one class of notes issued by Morgan
Stanley 2004-RR (MS 2004-RR).

Key Rating Drivers:

Since Fitch's last rating action in August 2012, there has been
$7.4 million in principal paydowns, resulting in the full
repayment of the class F-6 notes and $6 million in paydowns to the
class F-7 notes. Currently, approximately 79.9% of the original F-
7 balance remains outstanding.

Given the high concentration of the pool, Fitch conducted an
asset-by-asset analysis of the underlying transactions to estimate
recoveries while accounting for defeasance. Based on this
analysis, the class F-7 notes are affirmed at 'Csf' as default
continues to appear inevitable; however, Fitch estimates strong
recoveries.

This review was conducted under the framework described in the
reports 'Global Structured Finance Rating Criteria' and 'Global
Rating Criteria for Structured Finance CDOs'. However, given the
portfolio's distressed nature, Fitch believes that the probability
of default for all classes of notes can be evaluated without using
the Structured Finance Portfolio Credit Model (SF PCM) to estimate
potential further losses from the non-defaulted portion of the
portfolio.

The certificates of MS 2004-RR, which closed June 17, 2004,
represent beneficial ownership interest in the trust, assets of
which are $31,079,425 of the class F certificates from Morgan
Stanley Capital I Inc., series 1997-RR (MS 1997-RR), which is
backed by CMBS B-pieces. The class F certificates are
collateralized by all or a portion of seven classes of fixed-rate
CMBS in five separate underlying transactions from the 1996 and
1997 vintages.

Rating Sensitivities

The rating on the class F-7 notes may be subject to a downgrade as
losses are realized.

Fitch has affirmed the following classes:

-- $23,725,843 class F-7 at 'Csf'.

Classes F-1, F-2, F-3, F-4, F-5, and F-6 have been paid in full.
Fitch previously withdrew the rating on the class F-X notes.


MORGAN STANLEY 2006-IQ11: Fitch Affirms D Rating on Class J Certs
-----------------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed eight
classes of Morgan Stanley Capital I Trust (MSC 2006-IQ11)
commercial mortgage pass-through certificates series 2006-IQ11.

Key Rating Drivers

The downgrades reflect an increase in expected losses primarily
associated with the specially serviced assets. Fitch modeled
losses of 7.5% of the remaining pool; expected losses on the
original pool balance total 8%, including $43.3 million (2.7% of
the original pool balance) in realized losses to date. Fitch has
designated 39 loans (16.8%) as Fitch Loans of Concern, which
includes 12 specially serviced assets (9.0%).

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 29.2% to $1.14 billion from
$1.62 billion at issuance. Per the servicer reporting, one loan
(0.7% of the pool) is defeased. Interest shortfalls are currently
affecting classes E through P.

The largest contributor to expected losses is a specially-serviced
loan (3.4% of the pool) secured by a 415,977 sf suburban office
complex located in Jacksonville, FL. Occupancy for the property
improved to 85% as of April 2013 from 73% at June 2012; however,
NOI was insufficient to service the debt as the NOI DSCR was 0.95x
at April 2013. Based on a servicer reported rent roll, no leases
are scheduled to expire prior to year 2014.

The next largest contributor to expected losses is a specially-
serviced loan (1.2%) secured by a 212,000 sf office building in
downtown Lancaster, PA. The loan transferred to special servicing
in April 2008 due to the single tenant, L3 Communications,
vacating the space and discontinuing payment of rent. The property
is currently in foreclosure proceedings.

The third largest contributor to expected losses is a specially
serviced asset (1.2%) secured by 150,938 sf retail property
located in Saginaw, MI. The property is fully vacant and became
REO in October 2012. The servicer is formulating a marketing
strategy for sale of the asset.

Rating Sensitivity

Rating Outlooks on classes A-1A through C remain Stable due to
increasing credit enhancement and continued paydown of the
classes. The 'BBB' rated class, while expected to remain stable
may be subject to further downgrade based on recovery prospects of
specially serviced assets and further cash flow declines of
performing loans with high loan-to-values. The distressed classes
(those rated below 'B-sf') are subject to further downgrades as
losses are realized.

Fitch downgrades the following classes and revises Rating Outlooks
and Recovery Estimates (REs) as indicated:

-- $147.5 million class A-J to 'BBBsf' from 'Asf', Outlook Stable;
-- $30.3 million class B to 'BBsf' from 'BBBsf', Outlook to Stable
   from Negative;
-- $12.1 million class C to 'Bsf' from 'BBsf', Outlook Stable;
-- $22.2 million class D to 'CCCsf' from 'Bsf', RE 45%;
-- $16.2 million class E to 'CCsf' from 'CCCsf', RE 0%;
-- $14.1 million class F to 'Csf' from 'CCsf', RE 0%.

Fitch affirms the following classes as indicated:

-- $263.4 million class A-1A at 'AAAsf', Outlook Stable;
-- $440 million class A-4 at 'AAAsf', Outlook Stable;
-- $161.6 million class A-M at 'AAAsf', Outlook Stable;
-- $18.2 million class G at 'Csf', RE 0%;
-- $14.1 million class H at 'Csf', RE 0%;
-- $5.1 million class J at 'Dsf', RE 0%;
-- $0 class K at 'Dsf', RE 0%;
-- $0 class L at 'Dsf', RE 0%.

Fitch does not rate classes M, N, O, P and EI certificates.
Classes A-1, A-2 and A-3 have paid in full. Fitch previously
withdrew the ratings on the interest-only class X and X-Y
certificates.


MORGAN STANLEY 2006-TOP23: Fitch Affirms D Rating on Cl. L Certs
----------------------------------------------------------------
Fitch Ratings has downgraded three classes and affirmed 16 classes
of Morgan Stanley Capital I Trust (MSCI) commercial mortgage pass-
through certificates series 2006-TOP23.

Key Rating Drivers

Fitch modeled losses of 4.2% of the remaining pool; expected
losses on the original pool balance total 5%, including $25.2
million (1.6% of the original pool balance) in realized losses to
date. Fitch has designated 38 loans (17.5%) as Fitch Loans of
Concern, which includes four specially serviced assets (2.2%).

As of the July 2013 distribution date, the pool's aggregate
principal balance has been reduced by 18.7% to $1.31 billion from
$1.61 billion at issuance. Per the servicer reporting, one loan
(0.5% of the pool) is defeased. Interest shortfalls are currently
affecting classes K through P.

The largest contributor to expected losses is secured by a
231,445-sf office building located in the East End submarket of
Washington, DC (4%). The loan was placed on the servicer watchlist
due to low DSCR. As of YE 2012 the DSCR was 1.12x and the
occupancy is currently at 81%. The DSCR has dropped due to an
increase in real estate taxes in the past year. In addition
repairs and maintenance costs have increased dramatically when
compared to YE 2011. This property also faces potential tenant
rollover issues in the near term.

The next largest contributor to expected losses is secured by a
107,295-sf anchored retail shopping center located in Fairfield,
CT (1.6%). As of March 2013, the servicer-reported occupancy was
100%. Fitch applied performance stresses due to potential tenant
rollover issues in the near term.

Rating Sensitivity

Rating Outlooks on classes A-2 through B remain Stable due to
increasing credit enhancement and continued paydown. Rating
Outlooks on classes C and D are Negative due to high modeled
losses and the increasing concentration of the pool.

Fitch downgrades the following classes as indicated:

-- $32.3 million class B to 'BBB-sf' from 'BBBsf', Outlook
    Stable;

-- $16.1 million class C to 'BBsf' from 'BBB-sf', Outlook
    Negative;

-- $26.2 million class D to 'Bsf' from 'BBsf', Outlook Negative.

Fitch affirms the following classes but assigns or revises REs as
indicated:

-- $12.1 million class F at 'CCCsf', RE 55%;
-- $14.1 million class G at 'CCsf', RE 0%.

Fitch affirms the following classes as indicated:

-- $3.4 million class A-2 at 'AAAsf', Outlook Stable;
-- $43.6 million class A-3 at 'AAAsf', Outlook Stable;
-- $43.2 million class A-AB at 'AAAsf', Outlook Stable;
-- $812.1 million class A-4 at 'AAAsf', Outlook Stable;
-- $161.4 million class A-M at 'AAAsf', Outlook Stable;
-- $113 million class A-J at 'Asf', Outlook Stable;
-- $14.1 million class E at 'CCCsf', RE 100%;
-- $10.1 million class H at 'CCsf', RE 0%;
-- $4 million class J at 'Csf', RE 0%;
-- $4 million class K at 'Csf', RE 0%;
-- $3.1 million class L at 'Dsf', RE 0%;
-- $0 class M at 'Dsf', RE 0%;
-- $0 class N at 'Dsf', RE 0%;
-- $0 class O at 'Dsf', RE 0%.

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


MORGAN STANLEY 2013-C11: Moody's Rates Cl. G Certificates '(P)B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fourteen classes of CMBS securities, issued by Morgan Stanley Bank
of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-
Through Certificates.

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-AB, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

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

Cl. A-S*, Assigned (P)Aaa (sf)

Cl. B*, Assigned (P)Aa3 (sf)

Cl. PST*, Assigned (P)A2 (sf)

Cl. C*, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba2 (sf)

Cl. F, Assigned (P)Ba3 (sf)

Cl. G, Assigned (P)B2 (sf)

* Reflects Exchangeable Certificates

** Reflects Interest Only Class

Ratings Rationale:

The Certificates are collateralized by 38 fixed rate loans secured
by 72 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.59X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.05X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 101.7% is lower than the 2007
conduit/fusion transaction average of 110.6%. The LTV ratio
excludes the credit assessed loan University Towers CoOp Loan
(2.3% of balance). University Towers CoOp was credit assessed at
Aaa. When University Towers is included the total pool LTV drops
to 99.7% LTV.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is 16.
The transaction's loan level diversity is much lower compared to
Herfindahl scores found in most multi-borrower transactions issued
since 2009. With respect to property level diversity, the pool's
property level Herfindahl Index is 17. The transaction's property
diversity profile is also much lower than the indices calculated
in most multi-borrower transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.37, which is higher
than the indices calculated in most multi-borrower transactions
since 2009.

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

In terms of waterfall structure, the transaction contains a unique
group of exchangeable certificates. Classes A-S ((P) Aaa (sf)), B
((P) Aa3 (sf)) and C ((P) A3 (sf)) may be exchanged for Class PST
( (P) A2 (sf)) certificates and Class PST may be exchanged for the
Classes A-S, B and C. The PST certificates will be entitled to
receive the sum of interest distributable on the Classes A-S, B
and C certificates that are exchanged for such PST certificates.
The initial certificate balance of the Class PST certificates is
equal to the aggregate of the initial certificate balances of the
Class A-S, B and C and represent the maximum certificate balance
of the PST certificates that may be issued in an exchange.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Fusion U.S. CMBS
Transactions" published in April 2005. The methodology used in
rating Class X-A was "Moody's Approach to Rating Structured
Finance Interest-Only Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.0 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

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

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


N-STAR CDO VII: S&P Lowers Rating on 4 Note Classes to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, A-3, B, and C notes from N-Star Real Estate CDO
VII Ltd., a collateralized debt obligation (CDO) transaction
backed by commercial mortgage-backed securities assets and managed
by NS Advisors LLC.

The downgrades reflect S&P's receipt of a notice, dated July 24,
2013, that an event of default (EOD) occurred.

N-Star Real Estate CDO VII Ltd. triggered an overcollateralization
ratio-based EOD in April 2012.  The class A-1 note holders at that
time (the controlling class) waived the EOD, and the transaction's
payment priority remained unaffected.  However, the current class
A-1 note holders have revoked the waiver.  After the EOD, all
available interest and principal proceeds, after paying the senior
fees and the hedge counterparty, will be paid to the class A-1
notes.  All of the notes subordinate to class A-1 will receive no
payments until the class A-1 notes are paid in full.

S&P also notes that principal proceeds were used to pay the
interest on the non-deferrable notes on several monthly payment
dates since the EOD was waived in April 2012.

Additionally, according to the transaction's documents, the
controlling class can potentially vote to liquidate the assets and
terminate the transaction.

N-Star Real Estate CDO VII Ltd. has also had significant
deterioration in the credit quality of the underlying assets since
S&P last downgraded the notes on March 27, 2012.  As of the
July 19, 2013, trustee report, about 85% of the pool comprised
defaulted and credit risk securities, compared with 62% in the
Feb. 21, 2012, report, which we used for the March 2012 rating
action.  Currently, the class A-1 and A-2 notes are collateralized
by 'CCC- (sf)' rated assets, while all other notes in the
ransaction are backed by nonperforming assets.  As a result, S&P
lowered its rating on the class A-1 notes to 'CCC- (sf)'.  S&P
also lowered its ratings on the class A-2, A-3, B, and C notes to
'CC (sf)' and affirmed its 'CC (sf)' ratings on the D and E notes.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

N-Star Real Estate CDO VII Ltd.
                       Rating
Class            To              From
A-1              CCC- (sf)       BB- (sf)
A-2              CC (sf)         B (sf)
A-3              CC (sf)         CCC+ (sf)
B                CC (sf)         CCC- (sf)
C                CC (sf)         CCC- (sf)

RATINGS AFFIRMED

N-Star Real Estate CDO VII Ltd.
                       Rating
Class            To              From
D-FL             CC (sf)         CC (sf)
D-FX             CC (sf)         CC (sf)
E                CC (sf)         CC (sf)

TRANSACTION INFORMATION

Issuer:              N-Star Real Estate CDO VII Ltd.
Collateral manager:  NS Advisors LLC
Trustee:             Bank of America N.A.
Transaction type:    Cash flow CDO


NAVIGATOR CDO 2006: Moody's Hikes Rating on Cl. D Notes to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Navigator CDO 2006, Ltd.:

$26,000,000 Class B-1 Floating Rate Secured Deferrable Term Notes
Due 2020, Upgraded to A3 (sf); previously on July 12, 2011
Upgraded to Baa2 (sf);

$7,000,000 Class B-2 Fixed Rate Secured Deferrable Term Notes Due
2020, Upgraded to A3 (sf); previously on July 12, 2011 Upgraded to
Baa2 (sf);

$15,500,000 Class C Floating Rate Secured Deferrable Term Notes
Due 2020, Upgraded to Baa3 (sf); previously on July 12, 2011
Upgraded to Ba2 (sf);

$12,500,000 Class D Floating Rate Secured Deferrable Term Notes
Due 2020 (current outstanding balance of $10,437,972), Upgraded to
Ba3 (sf); previously on July 12, 2011 Upgraded to B1 (sf);

$10,000,000 Class 1 Combination Notes Due 2020 (current rated
balance of $4,845,743), Upgraded to Aa1 (sf); previously on July
12, 2011 Upgraded to A2 (sf).

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

$40,000,000 Class A Floating Rate Senior Secured Revolving Notes
Due 2020 (current outstanding balance of $32,663,125), Affirmed
Aaa (sf); previously on July 12, 2011 Upgraded to Aaa (sf);

$265,000,000 Class A Floating Rate Senior Secured Term Notes Due
2020 (current outstanding balance of $216,393,205), Affirmed Aaa
(sf); previously on July 12, 2011 Upgraded to Aaa (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in September 2013. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the deal will
maintain the current collateral pool characteristics during its
amortization period. In addition, the deal is assumed to benefit
from a higher spread level compared to the covenant level. In its
analysis, Moody's also considered the issuer to have significant
restrictions in its ability to reinvest material amounts of
prepayment proceeds during the amortization period.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $318.1 million, defaulted par of $2.3 million,
a weighted average default probability of 17.62% (implying a WARF
of 2,658), a weighted average recovery rate upon default of
51.18%, and a diversity score of 61. The default and recovery
properties of the collateral pool are incorporated in cash flow
model analysis where they are subject to stresses as a function of
the target rating of each CLO liability being reviewed. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Navigator CDO 2006, Ltd., issued in September 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013. The methodology used in rating the Class 1 Combination
Notes was "Using the Structured Note Methodology to Rate CDO
Combo-Notes" published in February 2004.

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

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

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

Moody's Adjusted WARF -- 20% (2,126)

Class A Revolving: 0

Class A Term: 0

Class B-1: +3

Class B-2: +3

Class C: +1

Class D: +1

Combo Note: +1

Moody's Adjusted WARF + 20% (3,190)

Class A Revolving: 0

Class A Term: 0

Class B-1: -2

Class B-2: -2

Class C: -1

Class D: -1

Combo Note: -2

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

Sources of additional performance uncertainties:

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


NEW CENTURY HOME: Moody's Hikes Rating on $726MM RMBS From 2005
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of nine
tranches from three transactions backed by subprime RMBS loans,
issued by New Century Home Equity Loan Trust.

Complete rating actions are as follows:

Issuer: New Century Home Equity Loan Trust 2005-3

Cl. M-1, Upgraded to A3 (sf); previously on Aug 21, 2012 Confirmed
at Baa3 (sf)

Cl. M-2, Upgraded to Baa3 (sf); previously on Aug 21, 2012
Upgraded to B1 (sf)

Cl. M-3, Upgraded to B1 (sf); previously on Aug 21, 2012 Upgraded
to Caa2 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on Aug 21, 2012
Upgraded to Ca (sf)

Issuer: New Century Home Equity Loan Trust, Series 2005-1

Cl. M-1, Upgraded to A3 (sf); previously on Aug 21, 2012 Upgraded
to Baa3 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Jun 1, 2010 Downgraded
to Caa2 (sf)

Issuer: New Century Home Equity Loan Trust, Series 2005-2

Cl. M-1, Upgraded to A3 (sf); previously on Aug 21, 2012 Upgraded
to Baa3 (sf)

Cl. M-2, Upgraded to Ba2 (sf); previously on Aug 21, 2012 Upgraded
to B3 (sf)

Cl. M-3, Upgraded to Caa2 (sf); previously on Aug 21, 2012
Upgraded to Ca (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or building credit enhancement on the bonds.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


NORTHSHORE RE 2013-1: S&P Assigns 'BB-' Rating to Class A Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-(sf)' rating to the Series 2013-1 Class A notes to be issued
by Northshore Re Ltd.  The notes cover losses on an aggregate
basis in most of the U.S. from catastrophes identified by the
property claim services (PCS) division of Insurance Services
Office Inc. as including hurricanes or earthquakes.

The Class A notes cover a portion of losses between the attachment
point of $1 billion and the exhaustion point of $1.2 billion over
the franchise deductible of $50 million.  The loss figures for the
reinsurance agreement will be based on the PCS estimates of
industry loss scaled by factors that depend on the state and are
roughly proportional to AXIS's market share by state.

The preliminary rating is based on the lowest of the following:
the rating on the catastrophe risk ('BB-'), the rating on the
assets in the collateral account ('AAAm'), and the rating on the
ceding insurers and reinsurers, which are operating companies
within the AXIS group ('A+').

Ratings List

New Rating
Northshore Re Ltd.
  $200 mil Series 2013-1 Class A notes
   Senior secured                             BB-(sf)


OZLM FUNDING III: S&P Affirms 'BB' Rating to $30MM Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on OZLM
Funding III Ltd./OZLM Funding III LLC's $583.25 million floating-
rate notes following the transaction's effective date as of May 7,
2013.

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

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

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

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

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

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

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

OZLM Funding III Ltd./OZLM Funding III LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                    396.500
A-2a                       AA (sf)                      59.875
A-2b                       AA (sf)                      19.000
B                          A (sf)                       47.375
C                          BBB (sf)                     30.500
D                          BB (sf)                      30.000


SEAWALL 2007-3: Moody's Affirms 'Ba1' Rating on Class C Notes
-------------------------------------------------------------
Moody's has affirmed the ratings of five classes of Notes issued
by Seawall 2007-3 Ltd. due to key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO Synthetic) transactions.

Moody's rating action is as follows:

Super Senior, Affirmed Aa1 (sf); previously on Aug 1, 2012
Downgraded to Aa1 (sf)

Cl. A, Affirmed A2 (sf); previously on Aug 1, 2012 Downgraded to
A2 (sf)

Cl. B, Affirmed Baa3 (sf); previously on Aug 1, 2012 Downgraded to
Baa3 (sf)

Cl. C, Affirmed Ba1 (sf); previously on Aug 1, 2012 Downgraded to
Ba1 (sf)

Cl. X, Affirmed Aa2 (sf); previously on Aug 1, 2012 Downgraded to
Aa2 (sf)

Ratings Rationale:

Seawall 2007-3, Ltd. is a static partially-funded synthetic
transaction referencing a portfolio of commercial mortgage backed
securities (CMBS) (100% of the pool balance). As of the July 25,
2013 Trustee report, the aggregate funded Note balance of the
transaction is $50 million, the same as at issuance.

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

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated assessments for the non-Moody's
rated collateral. Moody's modeled a bottom-dollar WARF of 13
compared to 8 at last review. The current distribution of Moody's
rated reference obligations and assessments for non-Moody's rated
reference obligations is as follows: Aaa (79.9% compared to 82.0%
at last review), Aa2 (2.0%, the same as that at last review), Aa3
(14.1% compared to 14.0% at last review), A1 (2.0%, the same as
last review) and Baa1 (2.0% compared to 0% at last review).

Moody's modeled to a WAL of 3.1 years compared to 4.0 years at
last review.

Moody's modeled a variable WARR with a mean of 73.2% compared to a
mean of 73.8% at last review.

Moody's modeled a MAC of 46.4%, compared to 60.4% at last review.

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

Moody's review also incorporated the CMBS IO calculator ver 1.1,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings for Moody's rated collateral and assessments for non-
Moody's rated collateral; original and current bond balances
grossed up for losses for all bonds the IO(s) reference(s) within
the transaction; and IO type corresponding to an IO type as
defined in the published methodology. The calculator then returns
a calculated IO rating based on both a target and mid-point. For
example, a target rating basis for a Baa3(sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3(sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver 1.1 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated Notes are particularly
sensitive to rating changes within the reference obligation pool.
Holding all other key parameters static, stressing all of the
reference obligations by one notch upward positively affects the
model results by 0 to 2 notches upward.

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

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

The hotel sector continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is likely
to outpace completions. However, since office demand is closely
tied to employment, Moody's expects regional employment growth to
provide market differentiation. CBD markets continue to outperform
secondary suburban markets. The retail sector exhibited a slight
reduction in vacancies in the first quarter; the largest drop
since 2005. However, consumers continue to be cautious as
evidenced by sales growth continuing below historical trends.
Across all property sectors, the availability of debt capital
continues to improve with robust securitization activity of
commercial real estate loans supported by a monetary policy of low
interest rates.

Moody's central global macroeconomic outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even deeper than currently
expected recession in the euro area, accompanied by deeper credit
contraction, potentially triggered by a further intensification of
the sovereign debt crisis; ii) slower-than-expected recovery in
major emerging markets following the recent slowdown; and iii) an
escalation of geopolitical tensions, resulting in adverse economic
developments.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012. The methodology
used in rating Class X was "Moody's Approach to Rating Structured
Finance Interest-Only Securities" published in February 2012.


SILVERLEAF FINANCE VII: S&P Affirms 'BB' Rating to Class C Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, and C notes from Silverleaf Finance VII LLC's series
2010-A issuance, a securitization backed by timeshare loans.
Silverleaf Resorts Inc. (Silverleaf) is the servicer of the
timeshare loans that collateralize the transaction.

The affirmations reflect the notes' ability to withstand S&P's
stress tests at the current rating levels.  The ratings reflect
the credit enhancement available in the form of structural
subordination, overcollateralization, the reserve accounts, and
the available excess spread.  The ratings are also based on
Silverleaf's demonstrated servicing ability and experience in the
timeshare market.

According to the July 8, 2013, servicer report, the transaction
met the reserve account requirement.  The aggregate loan balance
was about $43.6 million.  The class A, B, and C notes' total
outstanding balance was $33.6 million, approximately 22% of the
original balance.

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

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Silverleaf Finance VII LLC (Series 2010-A)

Class    Rating
A        A (sf)
B        BBB (sf)
C        BB (sf)


SLM STUDENT 2005-7: Fitch Ups Subordinate Note Rating From 'BBsf'
-----------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate note to 'Asf' from 'BBsf' issued by SLM Student Loan
Trust 2005-7.

The Rating Outlook on the senior notes, which is tied to the
sovereign rating of the U.S. government, remains Negative, while
the subordinate note rating is removed from Positive Watch and
assigned a Stable Outlook.

Fitch affirms the senior notes at 'AAAsf' and upgrades the
subordinate note to 'Asf' from 'BBB-sf' issued by SLM Student Loan
Trust 2005-8. The Rating Outlook on the senior notes, which is
tied to the sovereign rating of the U.S. government, remains
Negative, while the Stable Outlook is maintained on the
subordinate note.

Fitch used its 'Global Structured Finance Rating Criteria' and
'Rating U.S. Federal Family Education Loan Program Student Loan
ABS' to review the ratings.

Key Rating Drivers

The ratings on the senior and subordinate notes are based on
stable trust performance and the sufficient level of credit to
cover the applicable risk factor stresses. While both the senior
and subordinate notes will benefit from future excess spread, the
senior notes also benefit from subordination provided by the class
B note.

The parity ratios for trust 2005-7 and 2005-8 have been stable
since the stepdown date, and senior notes are being paid pro-rata
with the subordinated bonds. The senior parity is currently
105.55% and total parity is 100% as of June 2013 for trust 2005-7
and 105.35% and 100% for trust 2005-8.

In Fitch's analysis, the notes passed the cash flows corresponding
to their rating stresses.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAA'sf' FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Prior to today's upgrade, the rating of class B of SLM Student
Loan Trust 2005-7 was on Rating Watch Positive.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2005-7:

-- Class A-2 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; removed from Rating
   Watch Positive; Stable Outlook.

SLM Student Loan Trust 2005-8:

-- Class A-2 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-5 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBB-sf'; Outlook Stable.


SLM STUDENT 2008-2: Fitch Raises Rating on Class B Note From 'BB'
-----------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate note to 'Asf' from 'BBsf' issued by both SLM Student
Loan Trust 2008-1 and SLM Student Loan Trust 2008-2. The Rating
Outlook on the senior notes, which is tied to the sovereign rating
of the U.S. government, remains Negative, while the Rating Watch
Positive on the subordinate note is removed and Outlook is set to
Stable. Fitch used its 'Global Structured Finance Rating Criteria'
and 'Rating U.S. Federal Family Education Loan Program Student
Loan ABS' to review the ratings.

Key Rating Drivers

The ratings on the senior notes are affirmed and the ratings on
the subordinate notes are upgraded based on stable trust
performance and the sufficient level of credit to cover the
applicable risk factor stresses. While both the senior and
subordinate notes will benefit from future excess spread, the
senior notes also benefit from subordination provided by the class
B note.

The senior parity ratios for trust 2008-1 and 2008-2 have been
steadily increasing since inception, and principal is being paid
sequentially from senior notes to subordinated bonds. The senior
parity is currently 105.47% and total parity is 100% as of June
2013 for trust 2008-1, and 105.33% and 100% for trust 2008-2. Cash
will be released from trusts upon 100% total parity until the pool
factor reaches 40%.

In Fitch's analysis, the notes passed the cash flows corresponding
to their rating stresses.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAA'sf FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLM Student Loan Trust 2008-1:

-- Class A-2 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-4 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; removed from Rating
    Watch Positive; Outlook Stable.

SLM Student Loan Trust 2008-2:

-- Class A-2 affirmed at 'AAAsf'; Outlook Negative;
-- Class A-3 affirmed at 'AAAsf'; Outlook Negative;
-- Class B upgraded to 'Asf' from 'BBsf'; removed from Rating
   Watch Positive; Outlook Stable;

Prior to the upgrade Class B of both SLM Student Loan Trust 2008-1
and SLM Student Loan Trust 2008-2 were on Rating Watch Positive.


STONE TOWER II: Moody's Lifts Rating on Cl. A-2L Notes to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Stone Tower CDO II LTD.:

$45,000,000 Class A-1LB Floating Rate Notes Due November 2040
(current outstanding balance of $29,799,259.47), Upgraded to A3
(sf); previously on September 29, 2011 Upgraded to Ba1 (sf);

$21,000,000 Class A-2L Floating Rate Notes Due November 2040
(current outstanding balance of $21,905,644.04), Upgraded to Caa1
(sf); previously on September 29, 2011 Upgraded to Caa3 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of the deleveraging of the Class A-1LA and
Class A-1LB Notes and an increase in the transaction's
overcollateralization ratios. Moody's notes that the Class A-1LA
Notes have been fully paid down and Class A-1LB Notes have been
paid down by approximately 33.8% or $15.2 million since January
2013. Based on Moody's calculation, the implied Class A-1LB and
Class A-2L overcollateralization ratios are currently at 183.08%
and 105.51% respectively.

The actions also reflect the effect of the Event of Default and
the related acceleration of maturity that took place in July 2009.
As a result of the acceleration, the notes are being paid down
sequentially. However, the Class A-2L Notes, Class A-3L Notes, and
Class B-1L Notes continue to defer interest.

Stone Tower CDO II LTD., issued in October 2005, is a
collateralized debt obligation currently backed primarily by a
portfolio of CLOs originated in 2005.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012. Other factors
impacting this rating are described in "Moody's Approach to Rating
Structured Finance Securities in Default" published in November
2009.

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

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

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

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

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

Class A-1LB: -2

Class A-2L: -4

Class A-3L: 0

Class B-1L: 0

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

Class A-1LB: +2

Class A-2L: +3

Class A-3L: 0

Class B-1L: 0

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

1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CLO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties:

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

2) Post Event of Default remedies: Under Article V of the
indenture, during the occurrence of an Event of Default, 100% of
the noteholders may direct the trustee to proceed with the sale
and liquidation of the collateral. While Moody's believes the
likelihood of liquidation is small due to the voting requirement
for liquidation, these rating actions do consider some potential
for losses arising from liquidation, particularly for the Class A-
2L Notes.


STONE TOWER IV: Moody's Confirms 'Ba3' Rating on Class D Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Stone Tower CLO IV Ltd.:

$33,500,000 Class B Deferrable Floating Rate Notes Due March 16,
2018, Upgraded to Aa1 (sf); previously on July 15, 2013 Upgraded
to Aa3 (sf) and Placed Under Review for Possible Upgrade

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

$567,000,000 Class A-1 Floating Rate Notes Due March 16, 2018
(current outstanding balance of $141,029,317), Affirmed Aaa (sf);
previously on August 31, 2011 Upgraded to Aaa (sf)

$42,500,000 Class A-2 Floating Rate Notes Due March 16, 2018,
Affirmed Aaa (sf); previously on July 15, 2013 Upgraded to Aaa
(sf)

Additionally, Moody's confirmed the ratings of the following
notes:

$29,000,000 Class C-1 Floating Rate Notes Due March 16, 2018,
Confirmed at Baa2 (sf); previously on July 15, 2013 Upgraded to
Baa2 (sf) and Placed Under Review for Possible Upgrade

$2,000,000 Class C-2 Fixed Rate Notes Due March 16, 2018,
Confirmed at Baa2 (sf); previously on July 15, 2013 Upgraded to
Baa2 (sf) and Placed Under Review for Possible Upgrade

$16,000,000 Class D Floating Rate Notes Due March 16, 2018,
Confirmed at Ba3 (sf); previously on July 15, 2013 Upgraded to Ba3
(sf) and Placed Under Review for Possible Upgrade

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
July 2012. Moody's notes that the Class A-1Notes have been paid
down by approximately 75% or $426 million since July 2012. Based
on the latest trustee report dated July 3, 2013, the Class A,
Class B, Class C, and Class D overcollateralization ratios are
reported at 138.44%, 123.79%, 112.74%, and 107.78%, respectively,
versus July 2012 levels of 118.69%, 112.51%, 107.33%, and 104.84%,
respectively. Moody's also announced that it had concluded its
review of its ratings on the issuer's Class B, Class C-1, Class C-
2, and Class D Notes announced on July 15, 2013. At that time,
Moody's said that it had upgraded and placed certain issuer's
ratings on review for upgrade primarily as a result of substantial
deleveraging of the senior notes and increases in OC ratios
resulting from high rates of loan collateral prepayments during
the first half of 2013.

Moody's notes that the 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 7.9% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $285.2 million , defaulted par of $12 million,
a weighted average default probability of 14.43% (implying a WARF
of 2399), a weighted average recovery rate upon default of 50.95%,
and a diversity score of 31. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Stone Tower CLO IV Ltd., issued in March 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

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

Moody's Adjusted WARF -- 20% (1919)

Class A-1: 0

Class A-2: 0

Class B: +1

Class C-1: +3

Class C-2: +3

Class D: +1

Moody's Adjusted WARF + 20% (2879)

Class A-1: 0

Class A-2: 0

Class B: -1

Class C-1: -1

Class C-2: -1

Class D: -1

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

Sources of additional performance uncertainties:

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

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

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


STRUCTURED ADJUSTABLE: Moody's Hikes Cl. M1 Debt Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches and placed on watch for downgrade one tranche issued by
Lehman XS Trust Series 2005-6 and upgraded the ratings of two
tranches issued by Structured Adjustable Rate Mortgage 2005-6XS.
The downgraded tranches from Lehman XS Trust Series 2005-6 have
also been placed on watch for possible further downgrade. These
two transactions are backed by Alt-A loans currently serviced by
Nationstar Mortgage LLC.

Issuer: Lehman XS Trust Series 2005-6

Cl. 3-A2A, Downgraded to Baa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Jul 15, 2011 Upgraded to Baa1
(sf)

Cl. 3-A2B, Downgraded to Baa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Aug 20, 2012 Confirmed at A1
(sf)

Cl. 3-A2C, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Jul 15, 2011 Upgraded to Baa3 (sf)

Cl. 3-A4A, Downgraded to Baa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Jul 15, 2011 Upgraded to Baa1
(sf)

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-6XS

Cl. A4, Upgraded to A2 (sf); previously on Aug 27, 2012 Upgraded
to Baa1 (sf)

Cl. M1, Upgraded to B3 (sf); previously on Aug 27, 2012 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.

In Lehman XS Trust Series 2005-6, Classes 3-A2A, 3-A2B and 3-A4A
have been downgraded and placed on review for further downgrade,
and Class 3-A2C has been placed on review for downgrade. These
bonds have unpaid interest shortfalls from reduced interest
remitted to the trust, mainly due to the recoupment of servicer
advances by Nationstar. Classes 3-A2-A, 3-A2B, 3A2C and 3A4A have
interest shortfalls of about 0.5% of their original balance, as of
July 2013.

The advance rate on the underlying pool has reduced over the past
year from 35.5% in July 2012 to 21.9% in June 2013. During the
review period, Moody's expects to obtain further information on
the servicer advance policies of Nationstar and assess the
reimbursement of the unpaid interest shortfall of the bonds on
review. These bonds have a strong reimbursement mechanism and some
portion of the shortfalls can be recouped. However, the group 3
bonds are under-collateralized by $5.8mn and any additional losses
on the pool will increase the under-collateralization, depleting
the excess funds available to cover the shortfall.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


STRUCTURED ASSET 2004-AR4: Moody's Cuts Cl. M Debt Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service has confirmed the rating of one tranche
and downgraded the ratings of 17 tranches from six transactions
backed by Alt-A loans, issued by Structured Asset Mortgage
Investments II Trusts and Structured Adjustable Rate Mortgage Loan
Trust from 2002 to 2004.

Complete rating actions are as follows:

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-3AC

Cl. A2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR2

Cl. I-A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR3

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-2, Confirmed at A2 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR4

Cl. I-A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A1
(sf) Placed Under Review for Possible Downgrade

Cl. II-A-1, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. III-A-1, Downgraded to Baa3 (sf); previously on Jul 5, 2012
Downgraded to Baa1 (sf)

Cl. X, Downgraded to B2 (sf); previously on Jul 5, 2012 Confirmed
at B1 (sf)

Cl. M, Downgraded to Caa1 (sf); previously on Jul 5, 2012
Downgraded to B3 (sf)

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR8

Cl. A-1, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-2A, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-2B, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. X-2, Downgraded to Baa1 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Mortgage Investments Trust 2002-AR2

Cl. A-1, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A2
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Baa3 (sf); previously on Jun 19, 2013 A3
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Caa1 (sf); previously on Jul 5, 2012
Downgraded to Ba3 (sf)

Cl. X, Downgraded to B1 (sf); previously on Jul 5, 2012 Downgraded
to Ba2 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The downgrades reflect the exposure of the affected
bonds to tail risk due to the pro-rata pay nature of the
transaction. The ratings of these securities are being capped to
A3 (sf) or below due to the tail risk.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in June 2012 to 7.6% in June 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


STRUCTURED ASSET 2005-WF1: Moody's Ups Ratings on 4 Debt Classes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches issued by Structured Asset Securities Corp Trust 2005-
WF1, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp Trust 2005-WF1

Cl. A3, Upgraded to A1 (sf); previously on May 3, 2013 A2 (sf)
Placed Under Review Direction Uncertain

Cl. M1, Upgraded to Ba2 (sf); previously on May 3, 2013 B3 (sf)
Placed Under Review Direction Uncertain

Cl. M2, Upgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to Ca (sf)

Cl. M3, Upgraded to Ca (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Ratings Rationale:

The rating actions reflect the recent performance of the
underlying pool and Moody's updated expected losses on the pool.
The rating actions also reflect correction of an error in the
Structured Finance Workstation (SFW) cash flow model previously
used by Moody's in rating this transaction. In prior rating
actions for Structured Asset Securities Corp Trust 2005-WF1, the
interest payments to senior tranches were incorrectly modeled. Due
to the discovery of this error, two tranches of the transaction
were placed on review on May 3, 2013. The error has now been
corrected, and these rating actions reflect the change.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in June 2013.

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.2% in July 2012 to 7.4% in July 2013. Moody's
forecasts an unemployment central range of 7.0% to 8.0% for 2013.
Moody's expects housing prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


TACSEE FUNDING: S&P Assigns 'BB+' Rating on Class A Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to TACSEE
Funding Co. Ltd.'s class A, B, and C fixed-rate deferrable
interest notes.

The note issuance is backed by a $370 million trust certificate
(beneficial interest in AerCap Ireland Class E Notes Trust) backed
by the $451.332 million class E notes issued by Aircraft Lease
Securitisation Ltd. (ALS).  ALS is a transaction backed by the
lease revenue and sales proceeds from a portfolio of commercial
aircraft.

The ratings reflect S&P's view of:

   -- The likelihood that ultimate interest and principal
      payments will be made on or before the legal final maturity
      date;

   -- ALS' aircraft portfolio's characteristics, value, and
      rental-generating potential;

   -- The ALS portfolio's initial and future lessees' estimated
      credit quality;

   -- This transaction's and the ALS transaction's cash flow
      structures;

   -- The demonstrated servicing ability of AerCap Ireland Ltd.
      (as ALS' servicer), a major provider of aircraft operating
      leases; and

   -- The fact that there can be an uncapped special indemnity
      paid before ALS' class E notes, and therefore before the
      TACSEE notes.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1637.pdf

RATINGS ASSIGNED

TACSEE Funding Co. Ltd.

Class       Rating                  Amount
                                  (mil. $)
A           BB+ (sf)                   175
B           BB- (sf)                   100
C           B (sf)                      75
D           NR                          25

NR-Not rated.


TELOS CLO 2013-4: S&P Assigns 'BB' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to TELOS
CLO 2013-4 Ltd./TELOS CLO 2013-4 LLC's $328.25 million floating-
rate notes.

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

The ratings reflect S&P's view of:

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

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

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

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

   -- The collateral servicer's experienced management team.

   -- S&P's projections regarding the timely interest and ultimate
      principal payments on the rated notes, which it assessed
      using its cash flow analysis and assumptions commensurate
      with the assigned ratings under various interest-rate
      scenarios, including LIBOR ranging from 0.27% to 12.53%.

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

   -- The transaction's interest diversion test, a failure of
      which will lead to the reclassification of excess interest
      proceeds that are available prior to paying uncapped
      administrative expenses and fees; collateral servicer
      subordinated and incentive fees; and subordinated note
      payments into principal proceeds for additional collateral
      asset purchases during the reinvestment period.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1680.pdf

RATINGS ASSIGNED

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

Class                 Rating                 Amount
                                           (mil. $)
X                     AAA (sf)                 3.50
A                     AAA (sf)               214.00
B                     AA (sf)                 46.50
C (deferrable)        A (sf)                  29.00
D (deferrable)        BBB (sf)                19.25
E (deferrable)        BB (sf)                 16.00
Subordinated notes    NR                      37.00

NR-Not rated.


VENTURE XIV: Moody's Rates $31.7MM Class E Junior Notes '(P)Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to notes to be issued by Venture XIV CLO, Limited (the
"Issuer" or "Venture XIV"):

$4,000,000 Class X Senior Secured Floating Rate Notes due 2025
(the "Class X Notes"), Assigned (P)Aaa (sf)

$335,000,000 Class A-1 Senior Secured Floating Rate Notes due 2025
(the "Class A-1 Notes"), Assigned (P)Aaa (sf)

$20,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2025
(the "Class A-2 Notes"), Assigned (P)Aaa (sf)

$49,000,000 Class B-1 Senior Secured Floating Rate Notes due 2025
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

$2,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2025 (the
"Class B-2 Notes"), Assigned (P)Aa2 (sf)

$55,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class C Notes"), Assigned (P)A2 (sf)

$34,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2025 (the "Class D Notes"), Assigned (P)Baa3 (sf)

$31,750,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2025 (the "Class E Notes"), Assigned (P)Ba2 (sf)

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

Ratings Rationale:

Moody's provisional ratings of the Class X, Class A-1, Class A-2,
Class B-1, Class B-2, Class C, Class D and Class E Notes
(collectively, the "Notes") address the expected losses posed to
noteholders. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans, the transaction's
legal structure, and the characteristics of the underlying assets.

Venture XIV is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must be
invested in senior secured loans, cash or eligible investments and
up to 10% of the portfolio may consist of second lien loans,
unsecured loans and bonds. The underlying collateral pool is
expected to be approximately 70% ramped as of the closing date.

MJX Asset Management LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four-year
reinvestment period. Thereafter, unscheduled principal payments
and sale proceeds of credit risk assets may be used to purchase
additional collateral obligations, subject to certain conditions.

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

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

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

Par amount: $567,000,000

Diversity: 60

Weighted Average Rating Factor (WARF): 2817

Weighted Average Spread: 3.75%

Weighted Average Recovery Rate: 48.0%

Weighted Average Life: 8 years

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

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

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

Percentage Change in WARF -- WARF + 15% (2817 to 3240)

Impact in Rating Notches -- Class X Notes: 0

Impact in Rating Notches -- Class A-1 Notes: 0

Impact in Rating Notches -- Class A-2 Notes: 0

Impact in Rating Notches -- Class B-1 Notes: -1

Impact in Rating Notches -- Class B-2 Notes: -1

Impact in Rating Notches -- Class C Notes: -2

Impact in Rating Notches -- Class D Notes: -1

Impact in Rating Notches -- Class E Notes: -1

Percentage Change in WARF -- WARF + 30% (2817 to 3662)

Impact in Rating Notches -- Class X Notes: 0

Impact in Rating Notches -- Class A-1 Notes: 0

Impact in Rating Notches -- Class A-2 Notes: 0

Impact in Rating Notches -- Class B-1 Notes: -2

Impact in Rating Notches -- Class B-2 Notes: -2

Impact in Rating Notches -- Class C Notes: -4

Impact in Rating Notches -- Class D Notes: -2

Impact in Rating Notches -- Class E Notes: -2

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

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

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


VERITAS CLO I: Moody's Raises Rating on Class E Notes From 'B3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Veritas CLO I, Ltd.:

$10,500,000 Class D Fourth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due September 5, 2016, Upgraded to
Aaa (sf); previously on July 15, 2013 Upgraded to A2 (sf) and
Placed Under Review for Possible Upgrade;

$8,000,000 Class E Fifth Priority Mezzanine Secured Floating Rate
Deferrable Interest Notes Due September 5, 2016, Upgraded to Baa3
(sf); previously on February 8, 2013 Affirmed B3 (sf).

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

$16,000,000 Class C Third Priority Mezzanine Secured Floating Rate
Deferrable Interest Notes Due September 5, 2016 (current
outstanding balance of $12,195,313), Affirmed Aaa (sf); previously
on February 8, 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 February 2013. Moody's notes that the Class A
Notes and Class B Notes have been paid down completely or by $33.0
million, and the Class C Notes have been paid down 24% or by $3.8
million since February 2013. Based on the latest trustee report
dated June 30, 2013, the Class C and Class D overcollateralization
ratios are reported at 301.48% and 162.00%, respectively, versus
December 2012 levels of 151.0% and 124.3%, respectively.

Notwithstanding the benefits of deleveraging, Moody's notes that
the Class E interest coverage (IC) test is currently failing.
Based on the trustee report dated June 30, 2013, the Class E IC
test ratio is reported at 75.8% versus its covenant level of
110.0%. Moody's expects that the Class E Notes' lack of cashflow
coverage from interest collections leads to an increased risk that
the Class E Notes may face interest payment shortfalls in the
future. However, Moody's notes that such shortfalls could
potentially be covered from other sources, including from any
principal proceeds that may be available.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of the rating on the issuer's Class D
Notes announced on July 15, 2013. At that time, Moody's said that
it had upgraded and placed certain of the issuer's ratings on
review primarily as a result of substantial deleveraging of the
senior notes and increases in OC ratios resulting from high rates
of loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $36.38 million, defaulted par of $2.04
million, a weighted average default probability of 12.54%
(implying a WARF of 2612), a weighted average recovery rate upon
default of 51.33%, and a diversity score of 10. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Veritas CLO I, Ltd., issued in August 2004, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013. In
addition, due to the low diversity of the collateral pool, CDOROM
2.8.9 was used to simulate a default distribution that was then
applied as an input in the cash flow model.

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

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

Moody's Adjusted WARF -- 20% (2090)

Class C: 0

Class D: 0

Class E: +2

Moody's Adjusted WARF + 20% (3134)

Class C: 0

Class D: 0

Class E: -1

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

Sources of additional performance uncertainties:

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

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

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

4) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors that are rated non-investment grade, especially when they
experience jump to default. Due to the deal's low diversity score
and lack of granularity, Moody's supplemented its typical Binomial
Expansion Technique analysis with a simulated default distribution
using Moody's CDOROMTM software and/or individual scenario
analysis.


WACHOVIA BANK 2005-C20: Fitch Affirms 'D' Rating on Class H Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of Wachovia Bank Commercial
Mortgage Trust (WBCMT), series 2005-C20 commercial mortgage pass-
through certificates.

Key Rating Drivers

The affirmations are based on the stable performance of the
underlying collateral pool since the previous rating actions.
Fitch modeled losses of 2.1% of the remaining pool; expected
losses based on the original pool balance are 5.9%, including 4.7%
of the pool in realized losses to date. Fitch designated 31 loans
(18.1%) as Fitch Loans of Concern, which include three specially
serviced loans (1.2%).

Ratings Sensitivity

Classes A-PB through C have Stable Outlooks as no rating changes
are expected. Classes D and E could experience negative ratings
migration if the transaction experiences an increase in the number
of specially serviced loans or expected losses increase.

The largest contributor to Fitch modeled losses is a $194.5
million loan secured by the NGP Rubicon GSA Pool (9.1% of the
outstanding pool balance), a 14 building, 2.9 million-square foot
(sf) office portfolio located in various markets across the
country; the United States General Services Administration (GSA)
occupies the majority of the net rentable area (NRA). Several
properties are single-tenant. The portfolio has thus far exhibited
consistent performance since issuance with a year-end 2012
occupancy of 100% and the DSCR of 1.45x. However, during the 2013
calendar year, five leases in different single-tenant buildings
are set to expire and per the servicer, two tenants have indicated
that they will vacate at expiration. Property management continues
to work with the GSA to secure extensions or new tenants for the
remaining space.

The second-largest contributor to modeled losses is a specially
serviced loan (0.8%), Homewood Suites, secured by a 125 unit, five
story extended stay hotel located in Richmond, VA. The loan was
transferred to the special servicer for monetary default in
November 2011 and modified in March 2013 into A/B note structure.
The modification included a lower interest rate on the A note with
periodic step-ups to the original rate. The sponsor contributed
$600K in equity to pay down the A-note and another $400K was
placed into a capital expenditure reserve.

The third-largest contributor to modeled losses is the Evansville
Pavilion, secured by a 273,997 sf retail property located in
Evansville, IN. The property experienced a spike in the vacancy
rate in 2010 due to two tenants declaring bankruptcy. The subject
reached a stabilized occupancy rate of 91% in the second half of
2012 after a tenant took occupancy of a 10,933 sf suite in
November. Fitch will continue to monitor the property's
performance for continued improvement as rent concessions end and
existing tenant leases are renewed during 2013.

Fitch has affirmed the following classes as indicated:

-- $13.4 million class A-PB at 'AAAsf'; Outlook Stable;
-- $861.8 million class A-7 at 'AAAsf'; Outlook Stable;
-- $248.6 million class A-1A at 'AAAsf'; Outlook Stable;
-- $100 million class A-MFL at 'AAAsf'; Outlook Stable;
-- $266.4 million class A-MFX at 'AAAsf'; Outlook Stable;
-- $274.8 million class A-J at 'AAsf'; Outlook Stable;
-- $77.9 million class B at 'BBBsf'; Outlook Stable;
-- $27.5 million class C at 'BBBsf'; Outlook Stable;
-- $68.7 million class D at 'BBsf'; Outlook Negative;
-- $41.2 million class E at 'Bsf'; Outlook Negative;
-- $41.2 million class F at 'CCsf'; RE 100%;
-- $32.1 million class G at 'Csf'; RE 15%;
-- $5.7 million class H at 'Dsf'; RE 0%;

Classes J, K, L, M, N, and O remain at 'Dsf/RE 0%. Classes J
through O and the unrated class P have been reduced to zero due to
losses realized on loans liquidated from the trust. Classes A-1,
A-2, A-3SF, A-4, A-5, A-6A, and A-6B have repaid in full. Fitch
previously withdrew the ratings on the interest-only classes X-P
and X-C.


WELLS FARGO: Moody's Takes Action on $189MM RMBS Issued 2005-2007
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches and upgraded the ratings of eight tranches from nine RMBS
transactions issued by Wells Fargo. The actions impact
approximately $189 million of RMBS issued from 2005 to 2007.

Complete rating actions are as follows:

Issuer: Wells Fargo Mortgage Backed Securities 2005-11 Trust

Cl. II-A-1, Upgraded to Baa3 (sf); previously on Jun 2, 2010
Downgraded to Ba3 (sf)

Cl. II-A-6, Upgraded to Ba1 (sf); previously on Jun 2, 2010
Downgraded to B1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-6 Trust

Cl. A-7, Upgraded to Baa2 (sf); previously on Aug 23, 2012
Upgraded to Ba2 (sf)

Cl. A-13, Downgraded to Caa1 (sf); previously on Aug 23, 2012
Upgraded to B2 (sf)

Cl. A-PO, Downgraded to B1 (sf); previously on Apr 12, 2010
Downgraded to Ba3 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-7 Trust

Cl. A-3, Upgraded to Baa3 (sf); previously on Aug 23, 2012
Downgraded to Ba3 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-11 Trust

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

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

Cl. A-6, Downgraded to Caa2 (sf); previously on Aug 23, 2012
Downgraded to Caa1 (sf)

Cl. A-10, Downgraded to B1 (sf); previously on Aug 23, 2012
Confirmed at Ba3 (sf)

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

Cl. A-13, Downgraded to Caa2 (sf); previously on Aug 23, 2012
Downgraded to Caa1 (sf)

Cl. A-16, Downgraded to Caa2 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-2 Trust

Cl. I-A-9, Downgraded to Caa1 (sf); previously on Aug 23, 2012
Downgraded to B2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-4 Trust

Cl. I-A-1, Upgraded to Baa3 (sf); previously on Apr 12, 2010
Downgraded to Ba3 (sf)

Cl. I-A-11, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Downgraded to B2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-9 Trust

Cl. I-A-16, Upgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Cl. I-A-18, Upgraded to Ba3 (sf); previously on May 19, 2010
Downgraded to B2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2007-3 Trust

Cl. I-A-10, Downgraded to Caa2 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Cl. I-A-11, Downgraded to Caa2 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Cl. I-A-17, Downgraded to Caa2 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Cl. I-A-20, Downgraded to Caa2 (sf); previously on May 19, 2010
Downgraded to Caa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2007-9 Trust

Cl. I-A-2, Upgraded to Baa3 (sf); previously on May 19, 2010
Downgraded to Ba3 (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 downgrade rating actions reflect deterioration of
collateral performance. The upgrade rating actions are a result of
improving performance of the related pools and/or faster pay-down
of the bonds due to high prepayments/fast liquidations.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.


WELLS FARGO 2012-CCRE-2: Fitch Affirms 'B' Rating on Class G Certs
------------------------------------------------------------------
Fitch Ratings has affirmed 16 classes of German American Capital
Corp.'s Wells Fargo Commercial Mortgage Trust (COMM) commercial
mortgage pass-through certificates series 2012-CCRE2.

Key Rating Drivers

The affirmations are a result of stable performance since
issuance, Fitch has not designated any loans as Fitch Loans of
Concern, and no loans are in special servicing. As of the July
2013 distribution date, the pool's aggregate principal balance has
been reduced to $1.30 billion from $1.32 billion at issuance. No
loans are defeased.

Rating Sensitivity

Rating Outlooks on classes A-1 through G remain Stable due to
increasing credit enhancement and continued paydown.

Initial Key Rating Drivers and Rating Sensitivity are further
described in the New Issue report published on Aug. 6, 2012.

Fitch affirms the following classes as indicated:

-- $68.2 million class A-1 at 'AAAsf', Outlook Stable;
-- $94.6 million class A-2 at 'AAAsf', Outlook Stable;
-- $102 million class A-SB at 'AAAsf', Outlook Stable;
-- $100 million class A-3 at 'AAAsf', Outlook Stable;
-- $546.3 million class A-4 at 'AAAsf', Outlook Stable;
-- $1 billion class X-A at 'AAAsf', Outlook Stable;
-- $77.6 million class A-M at 'AAAsf', Outlook Stable;
-- $52.8 million class A-M-PEZ at 'AAAsf', Outlook Stable;
-- $37.3 million class B at 'AAsf', Outlook Stable;
-- $25.4 million class B-PEZ at 'AAsf', Outlook Stable;
-- $25.5 million class C at 'Asf', Outlook Stable;
-- $17.4 million class C-PEZ at 'Asf', Outlook Stable;
-- $23.1 million class D at 'BBB+sf', Outlook Stable;
-- $51.2 million class E at 'BBB-sf', Outlook Stable;
-- $23.1 million class F at 'BBsf', Outlook Stable;
-- $23.1 million class G at 'Bsf', Outlook Stable.

Fitch does not rate the classes X-B, PEZ and H certificates.


WFRBS 2012-C8: Moody's Affirms B2 Rating on Class G Certs
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of 15 classes of
WFRBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2012-C8 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-FL, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-FX, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed A2 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned A2 (sf)

Cl. D, Affirmed Baa1 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Baa1 (sf)

Cl. E, Affirmed Baa3 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Baa3 (sf)

Cl. F, Affirmed Ba2 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed B2 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed Aa2 (sf); previously on Aug 9, 2012 Definitive
Rating Assigned Aa2 (sf)

Ratings Rationale:

The affirmations of the 13 P&I classes are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

The ratings of the two interest only (IO) Classes, Class X-A and
X-B, are consistent with the expected credit performance of their
referenced classes and thus are affirmed.

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

Moody's rating action reflects a base expected loss of 2.7% of the
current balance.

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

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

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

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

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 25 compared to 32 at securitization.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. This is Moody's first full
review of WFRBS 2012-C8. The initial Pre-Sale Report was released
on July 17, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.29 billion
from $1.30 billion at securitization. The Certificates are
collateralized by 80 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans representing 54% of
the pool.

Six loans, representing 17% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of its
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool does not contain any specially serviced loans and has not
experienced any losses.

Moody's was provided with full year 2012 operating results for
100% of the pool's loans and partial year 2013 operating results
for 59% of the pool's loans. Moody's weighted average conduit LTV
is 95% compared to 102% at securitization. Moody's net cash flow
reflects a weighted average haircut of 7.7% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.75X and 1.14X,
respectively, compared to 1.58X and 1.05X at securitization.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 26% of the pool. The largest
conduit loan is the 100 Church Street Loan ($150 million -- 11.6%
of the pool) which is secured by the borrower's interest in a 21-
story, 1.1 million square foot (SF) Class B+ office building in
the City Hall office submarket of Lower Manhattan. The loan
represents a 65.2% pari-passu piece in a $230 million loan. The
property was originally built in 1958 and renovated in 2012.
Property occupancy was 80% as of December 2012 compared to 84% at
securitization. The City of New York's expansion space lease will
bring occupancy up to 96% later this year. Moody's LTV and
stressed DSCR are 103% and 0.94X, respectively, compared to 114%
and 0.93X at securitization.

The second largest conduit loan is the Brennan Industrial
Portfolio Loan ($102.7 million -- 8.0% of the pool) which is
secured by 20 industrial and flex/lab facilities totaling 2.36
million SF in 12 states. The collateral was 100% leased as of
December 2012, the same as at securitization. There are no leases
that expire during the five-year interest-only loan term. This
loan was structured to comply with Shari'ah law in which title to
each property is held by an accommodation party, which is the
mortgagor and which master leases the property to Shar'iah-
compliant investors' entities. Moody's LTV and stressed DSCR are
87% and 1.31X, respectively compared to 99% and 1.15X at
securitization.

The third largest conduit loan is the Northridge Fashion Center
Loan ($88.1 million -- 6.8% of the pool), which is secured by the
borrower's interest in a 644,000 SF portion of a 1.5 million SF
super regional mall in Northridge, California. The loan represents
a 36.3% pari-passu interest in a $243.0 million loan. The property
was originally built in 1971 then rebuilt after the 1994
Northridge earthquake and expanded in 1998. The property is
anchored by Macy's, Macy's Men and Home, Sears and JC Penney (none
of which are part of the collateral). The largest collateral
tenants are the Sports Authority and a ten- screen movie theater.
As of December 2012 the collateral was 90% leased, the same as at
securitization. Moody's LTV and stressed DSCR are 98% and 1.0X,
respectively, compared to 99% and 0.98X at securitization.


WICKER PARK I: Moody's Hikes Ratings on 2 Note Classes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Wicker Park CDO I, Ltd.:

$880,000,000 Class A-1 Contingent Funding Notes, due September
2014 (current balance of $856,575,421), Upgraded to Aaa (sf);
previously on May 9, 2013 A1 (sf) Placed Under Review for Possible
Upgrade

$38,500,000 Class A-2 Floating Rate Notes, due September 2014,
Upgraded to A3 (sf); previously on May 9, 2013 Ba2 (sf) Placed
Under Review for Possible Upgrade

$15,000,000 Class B Floating Rate Notes, due September 2014,
Upgraded to Baa3 (sf); previously on May 9, 2013 B3 (sf) Placed
Under Review for Possible Upgrade

$21,500,000 Class C Floating Rate Deferrable Interest Notes, due
September 2014 (current balance of $23,704,075), Upgraded to B1
(sf); previously on May 9, 2013 Caa3 (sf) Placed Under Review for
Possible Upgrade

$15,000,000 Class D-1 Floating Rate Deferrable Interest Notes, due
September 2014 (current balance of $17,223,771), Upgraded to Caa3
(sf); previously on May 9, 2013 Ca (sf) Placed Under Review for
Possible Upgrade

$5,000,000 Class D-2 Fixed Rate Deferrable Interest Notes, due
September 2014 (current balance of $7,132,005); Upgraded to Caa3
(sf); previously on May 9, 2013 Ca (sf) Placed Under Review for
Possible Upgrade

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are a
result of the improvement in the credit quality of the reference
portfolio and an increase in the credit enhancement available to
the rated notes relative to the time to maturity of the notes. In
addition, the rating actions reflect the revised CLO assumptions
described in "Moody's Global Approach to Rating Collateralized
Loan Obligations" published in May 2013. Moody's also announced
that it had concluded its review of its ratings on the issuer's
Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes,
Class D-1 Notes, and Class D-2 Notes announced on May 9, 2013.

Moody's notes that the transaction has benefited from the short
period of time remaining before the maturity of the notes which is
currently 1.2 years. In addition, as a result of the failure of
the Class C overcollateralization test, excess interest payments
are currently being diverted into a collateral account and the
Class A-1 Notes commitment amount is reduced by the interest
diverted. The commitment amount of the Class A-1 Notes has been
reduced by approximately $7 million, or 1.0%, over the last year.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the reference portfolio and an increase
in the overcollateralization tests. Based on trustee report as of
July 2013, the Class A/B, Class C and Class D
overcollateralization ratios are reported at 104.88%, 102.22% and
99.62%, respectively, versus June 2012 levels of 102.90%, 100.38%
and 97.99%, respectively. The credit quality of the portfolio, as
measured by WARF, has improved and is currently 818 based on
Moody's calculations.

In addition, these actions reflect key changes to modeling
assumptions applied by Moody's in its methodology for rating CLOs,
which impact transactions that have material exposure to
collateral other than first-lien loans. As part of the methodology
update, Moody's uses its corporate family rating, when available,
to determine the default probability of both first-lien loans and
other less common instruments, including senior secured, senior
unsecured and subordinated bonds, senior secured floating rate
notes, as well as second-lien and senior unsecured loans. Moody's
also harmonized its recovery rate treatment of senior secured
bonds, second-lien loans and senior secured floating rate notes as
one group, and senior unsecured loans, senior unsecured bonds and
subordinated bonds as another. In the case of Wicker Park CDO I,
Ltd., the methodology update resulted in Moody's assuming a lower
WARF in its analysis when compared to the previous methodology.

Moody's notes that key model inputs used by Moody's in it
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, may be different from
the trustee's reported numbers. In its base case, Moody's analyzed
the underlying collateral pool to have a performing par and
principal proceeds balance of $968 million, no defaulted par, a
weighted average default probability of 0.82% (implying a WARF of
818), and a weighted average recovery rate upon default of 22.8%.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis. The default probability
is derived from the credit quality of the collateral pool and
Moody's expectation of the remaining life of the collateral pool.
The average recovery rate to be realized on future defaults is
based primarily on the seniority of the assets in the collateral
pool. In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

Wicker Park CDO I, Ltd., issued in July 2007, is a synthetic
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.

The methodologies used in this rating were "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013, and "Moody's Approach to Rating Collateralized Corporate
Synthetic Obligations" published in September 2009.

This publication, "Moody's Global Approach to Rating
Collateralized Loan Obligations" (May 2013), incorporates rating
criteria that apply to both collateralized loan obligations and
collateralized bond obligations.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the default distribution of the reference
obligations. Within this framework, defaults are generated so that
they occur with the frequency indicated by the adjusted default
probability pool for each reference obligation.

Once the default distribution for the collateral has been
calculated, each scenario is associated with the interest and
principal received by the rated liability classes via the CDOEdge
cash-flow model. The Expected Loss (EL) for each tranche is the
weighted average of losses to each tranche across all the
scenarios, where the weight is the likelihood of the scenario
occurring. Moody's defines the loss as the shortfall in the
present value of cash flows to the tranche relative to the present
value of the promised cash flows. The present values are
calculated using the promised tranche coupon rate as the discount
rate. For floating rate tranches, the discount rate is based on
the promised spread over Libor and the assumed Libor scenario.

Moody's notes that this transaction is subject to performance
uncertainties including (a) variations over time in default rates
for instruments with a given rating, (b) variations in recovery
rates for instruments with particular seniority/security
characteristics and (c) the default and recovery correlations
characteristics of the reference pool.


WIND RIVER: S&P Raises Rating on Class C-1 Notes to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B-1, B-2, C-1, C-2, C-3, D, type III composite obligation,
and type V composite obligation notes from Wind River CLO I Ltd.,
a U.S. collateralized loan obligation (CLO) managed by THL Credit
Senior Loan Strategies LLC.  In addition, S&P removed its ratings
on the class A-2, B-1, B-2, C-1, C-2, C-3, and D notes from
CreditWatch, where S&P placed them with positive implications on
July 9, 2013.  Finally, S&P withdrew its ratings on the class type
II composite obligation and type IV composite obligation notes
following the exchange of the notes into their separately rated
components.

The upgrades reflect a large paydown to the class A-1 and A-2 note
balances since S&P's Sept. 20, 2011, review that have increased
the level of overcollateralization available to the notes.

According to the July 1, 2013, trustee report, the transaction
holds $6.53 million in its portfolio as defaults.  The default
balance has remained stable since S&P's September 2011 review,
when it stood at $6.58 million.

The amount of 'CCC' rated collateral held in the transaction's
portfolio has declined since S&P's September 2011 review.  The
transaction currently holds $30.94 million in 'CCC' rated
collateral, down from $51.19 million held at the time of S&P's
September 2011 review.

The transaction exited its reinvestment period in December 2010
and has since paid down the class A-1 notes in full.  It has
commenced the process of paying down the class A-2 notes -- they
are currently 62.60% of their original balance at issuance.

The class type III composite obligation notes originally
represented a combined $18.00 million interest in the class C-2
and D notes, at $12.00 and $6.00 million, respectively.  Due to
interest distributions on the class C-2 and D notes, based on
information provided in the June 19, 2013, distribution report,
the class type III composite obligation notes have received
$11.65 million with a $7.68 million rated balance remaining.  The
class type V composite obligation notes originally represented a
combined $8.00 million interest in the class C-3 and subordinated
notes.  Due to interest distributions on the subordinated notes,
the class type V composite obligation notes have received
$6.59 million to date, with a $1.42 million rated balance
remaining.

The class type II composite obligation notes originally
represented interest in the class D and subordinated notes, while
the class type IV composite obligation notes originally
represented interest in the class B-2, D, and subordinated notes.
Based on the June 2013 note valuation report, both of these
composite notes were exchanged in full for their components.
Therefore, S&P withdrew its ratings accordingly.

"Our review of this transaction included a cash flow analysis to
estimate future performance.  In line with our criteria, we
applied forward-looking assumptions on the expected timing and
pattern of defaults, and recoveries upon default, under various
interest rate and macroeconomic scenarios in our cash flow
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 and other
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.

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

Capital Structure and Key Metrics Comparison

Class                    Aug. 1, 2011     July 1, 2013
                           Notional balance (mil. $)
A-2                             23.00            14.40
B-1                             25.00            25.00
B-2                              7.00             7.00
C-1                             15.00            15.00
C-2                             12.00            12.00
C-3                              8.00             8.00
D                                9.00             9.00

Coverage tests, weighted avg. spread (%)
Weighted average spread          3.74             3.26
A O/C                          134.61           736.71
B O/C                          121.78           228.62
C O/C                          110.28           130.32
D O/C                          107.67           117.34
A I/C                          590.23           846.58
B I/C                          482.29           350.23
C I/C                          376.85           185.25
D I/C                          319.74           134.03

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Wind River CLO I Ltd.

                    Rating         Rating
Class               To             From
A-2                 AAA (sf)       AA- (sf)/Watch Pos
B-1 (deferrable)    AAA (sf)       BBB+ (sf)/Watch Pos
B-2 (deferrable)    AAA (sf)       BBB+ (sf)/Watch Pos
C-1 (deferrable)    B+ (sf)        B (sf)/Watch Pos
C-2 (deferrable)    B+ (sf)        B (sf)/Watch Pos
C-3 (zero)          B+ (sf)        B (sf)/Watch Pos
D (deferrable)      CCC+ (sf)      CCC- (sf)/Watch Pos
Composite oblg II   NR             BB+ (sf)
Composite oblg III  BBB+ (sf)      BB+ (sf)
Composite oblg IV   NR             BB+ (sf)
Composite oblg V    AAA (sf)       B (sf)

NR-Not rated.


WINDERMERE XIV: Fitch Lowers Ratings on 3 Cert. Classes to 'CCsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded Windermere XIV CMBS Ltd's class B to
F notes and placed the class A notes on Rating Watch Negative
(RWN), as follows:

EUR484.4m class A (XS0330752436) 'BBBsf' on RWN

EUR78.4m class B (XS0330752782) downgraded to 'Bsf' from 'BBsf';
Outlook Negative

EUR63.8m class C (XS0330752949) downgraded to 'CCCsf' from 'Bsf';
assigned Recovery Estimate (RE) RE50%

EUR27.0m class D (XS0330753244) downgraded to 'CCsf' from 'CCCsf';
RE0%

EUR35.8m class E (XS0330753590) downgraded to 'CCsf' from 'CCCsf';
RE0%

EUR17.4m class F (XS0330753673) downgraded to 'CCsf' from 'CCCsf';
RE0%

Key Rating Drivers

The RWN on the class A notes reflects the level of balloon risk
associated with the two large loans, Haussmann and Fortezza II,
which both mature in January (each for approximately EUR250m).
This risk is particularly relevant given the potential for long
delays in recovering defaulted loans in France, where there is a
threat of safeguard proceedings being opened by the Haussmann
borrower; and Italy, where a lengthy enforcement process might
apply to Fortezza II.

While property quality and a recent re-letting for Haussmann; a
solid track record of re-letting for Fortezza II; and a recent
switch to fully sequential principal pay are all mitigants, they
are not sufficient to allay Fitch's wider concerns. In resolving
the RWN, Fitch will pay close attention to leasing activity in the
Haussmann building, in which a Reuters lease representing 44% by
area is set to expire in January. In Fitch's view, retaining
Reuters or signing up a new tenant would greatly improve the
borrower's ability to obtain debt refinancing, and therefore help
to ward off the threat of a downgrade of the class A notes in the
next six months.

The sponsor has shown strong commitment to the loan in
refurbishing a similar amount (10,502 sqm) of previously-vacated
space which, according to recent press reports, has been pre-let
to a French government entity (OSEO-BPI) for six to nine years
effective 1 November 2013. Although a discount seems to have been
offered in return for the covenant strength, this letting is a
good advertisement for both the quality of the property and the
depth in occupational demand for central Paris prime office space.

Nevertheless, if this is not followed up with a timely re-letting
of the Reuters space, the chances of refinancing - and thus of
averting a downgrade - will diminish. In these circumstances, with
low interest rates and bond maturity in 2018, Fitch would expect
the borrower to be granted debt forbearance, if not by the
servicer, then by the courts. While this would not rule out a
subsequent upturn in property income and value, it would prolong
noteholder exposure to property market volatility and risks
associated with loan acceleration in France.

The downgrades and Negative Outlook reflect unresolved economic
problems in Italy spilling over into property markets and
threatening to impede the fortunes of the Fortezza II fund. The
January loan maturity coincides with the closed-ended fund's
expected unwinding. Fitch understands that volumes in the
investment market remain thin, which could limit financing options
for the fund, and should it fail to liquidate itself in a timely
manner, noteholders may find themselves exposed to a protracted
workout process.

In evaluating the fund's solvency, Fitch notes that net asset
value is constrained by one-third of rent (five leases) expiring
in December 2014. The collateral, a portfolio of 11 Italian
secondary office buildings (all but one in metropolitan Rome), was
originally occupied by public sector tenants, and so far the
borrower has maintained good occupancy levels (93% in April 2013)
using a mix of renewals and new lettings, the majority at similar
rent levels, which reflects well on portfolio management.

The rating actions also reflect the weak Baywatch loan. Along with
Queen Mary and Sisu, Baywatch was extended by 12 months at its
original maturity date in 2012, only to default at this extended
maturity date. While Queen Mary subsequently repaid in full from
disposal proceeds, and a similar outcome for the securitised
portion of Sisu (currently in liquidation) is plausible, the high
loan-to-value ratio (above 100%) and secondary collateral quality
for Baywatch makes a loss on this loan highly likely.

For senior bondholders, a benefit of the extended maturity
defaults of the Queen Mary, Baywatch and Sisu loans has been to
cause a (long overdue) switch to sequential principal pay - a
switch previously suspended in favour of allocation 50% pro rata
and 50% sequential by the same loans being extended in 2012.
Accordingly, any decline in absolute credit enhancement as the
loan portfolio pays down has now been arrested, which accounts for
the divergence between the class A notes and those junior to it.

Rating Sensitivities

If Haussmann fails to repay at maturity in January 2014, it is
very likely that the class A notes will be downgraded. Should
Fortezza II not repay, Fitch will look for signs of a credible
exit being agreed, although this will still add downwards pressure
on ratings. Looking further ahead, any signs of delays in recovery
timing for defaulted loans, particularly with the threat of
safeguard proceedings and protracted court processes, will also
likely precipitate negative rating action.


* Moody's Lifts Ratings on $916MM RMBS Issued From 2005 to 2006
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 28 tranches
backed by Subprime RMBS loans, issued by various trusts.

Complete rating actions are as follows:

Issuer: Aames Mortgage Investment Trust 2005-4

Cl. M2, Upgraded to Ba2 (sf); previously on Sep 11, 2012 Upgraded
to B1 (sf)

Issuer: CWABS Asset-Backed Certificates Trust 2005-17

Cl. 4-AV-2A, Upgraded to B1 (sf); previously on Apr 14, 2010
Downgraded to Caa1 (sf)

Cl. 4-AV-2B, Upgraded to B3 (sf); previously on Apr 14, 2010
Downgraded to Caa3 (sf)

Cl. 4-AV-3, Upgraded to Ca (sf); previously on Apr 14, 2010
Downgraded to C (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FF2

Cl. M-3, Upgraded to Ba1 (sf); previously on Sep 4, 2012 Upgraded
to B1 (sf)

Cl. M-4, Upgraded to B3 (sf); previously on Apr 6, 2010 Downgraded
to Caa3 (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FF3

Cl. M3, Upgraded to Baa2 (sf); previously on Sep 4, 2012 Upgraded
to Ba2 (sf)

Cl. M4, Upgraded to B3 (sf); previously on Sep 4, 2012 Upgraded to
Caa3 (sf)

Cl. M5, Upgraded to Caa3 (sf); previously on Sep 4, 2012 Confirmed
at C (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FF4

Cl. M-1, Upgraded to Baa1 (sf); previously on Sep 4, 2012
Confirmed at Baa3 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Sep 4, 2012 Confirmed
at Caa2 (sf)

Cl. M-3, Upgraded to Caa3 (sf); previously on Sep 4, 2012
Confirmed at C (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FF7

Cl. M-1, Upgraded to Baa1 (sf); previously on Sep 4, 2012
Confirmed at Ba1 (sf)

Cl. M-2, Upgraded to B1 (sf); previously on Sep 4, 2012 Confirmed
at Caa2 (sf)

Cl. M-3, Upgraded to Caa3 (sf); previously on Sep 4, 2012
Confirmed at C (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FF8

Cl. M-1, Upgraded to B2 (sf); previously on Sep 4, 2012 Confirmed
at Caa3 (sf)

Issuer: First Franklin Mortgage Loan Trust 2005-FFH1

Cl. M-1, Upgraded to B2 (sf); previously on Sep 4, 2012 Upgraded
to Caa1 (sf)

Issuer: First Franklin Mortgage Loan Trust 2006-FF1

Cl. I-A, Upgraded to Ba3 (sf); previously on Sep 4, 2012 Confirmed
at B3 (sf)

Cl. II-A-3, Upgraded to B1 (sf); previously on Sep 4, 2012
Confirmed at Caa1 (sf)

Cl. II-A-4, Upgraded to B3 (sf); previously on Sep 4, 2012
Confirmed at Caa3 (sf)

Issuer: First Franklin Mortgage Loan Trust 2006-FF3

Cl. A-1, Upgraded to B1 (sf); previously on Sep 4, 2012 Confirmed
at B2 (sf)

Issuer: First Franklin Mortgage Loan Trust 2006-FFH1

Cl. A-3, Upgraded to Baa2 (sf); previously on Sep 4, 2012
Confirmed at Ba1 (sf)

Cl. A-4, Upgraded to Ba2 (sf); previously on Apr 6, 2010
Downgraded to B1 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Apr 6, 2010 Downgraded
to C (sf)

Issuer: Meritage Mortgage Loan Trust 2005-2

Cl. M-2, Upgraded to Ba3 (sf); previously on Sep 5, 2012 Upgraded
to B2 (sf)

Issuer: OwnIt Mortgage Loan Trust 2005-2

Cl. M-4, Upgraded to Ba3 (sf); previously on Sep 11, 2012 Upgraded
to B3 (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on Jul 14, 2010
Downgraded to C (sf)

Issuer: Ownit Mortgage Loan Trust 2005-5

Cl. A-2B, Upgraded to Baa1 (sf); previously on Sep 11, 2012
Confirmed at Baa3 (sf)

Ratings Rationale:

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's forecasts an unemployment central range of 7.0% to 8.0%
for the 2013 year. Moody's expects house prices to continue to
rise in 2013. Performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


* Moody's Raises Ratings on $469MM of RMBS from Five Issuers
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 26 tranches
from 6 transactions, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-EC1

Cl. M-1, Upgraded to Baa1 (sf); previously on Sep 10, 2012
Upgraded to Ba2 (sf)

Cl. M-2, Upgraded to B3 (sf); previously on Sep 10, 2012 Upgraded
to Caa3 (sf)

Cl. M-3, Upgraded to Ca (sf); previously on May 21, 2010
Downgraded to C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE12

Cl. I-A-3, Upgraded to A3 (sf); previously on Sep 10, 2012
Confirmed at Baa2 (sf)

Cl. M-1, Upgraded to Ba2 (sf); previously on Sep 10, 2012
Confirmed at B3 (sf)

Cl. M-2, Upgraded to Caa3 (sf); previously on Sep 10, 2012
Confirmed at C (sf)

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE1

Cl. I-A-2, Upgraded to A1 (sf); previously on Sep 10, 2012
Confirmed at A3 (sf)

Cl. I-A-3, Upgraded to A3 (sf); previously on Sep 10, 2012
Confirmed at Baa3 (sf)

Cl. I-M-1, Upgraded to Ba3 (sf); previously on May 21, 2010
Downgraded to Caa1 (sf)

Cl. I-M-2, Upgraded to Caa3 (sf); previously on May 21, 2010
Downgraded to C (sf)

Cl. II-A-2, Upgraded to A1 (sf); previously on Sep 10, 2012
Confirmed at A3 (sf)

Cl. II-A-3, Upgraded to A3 (sf); previously on Sep 10, 2012
Confirmed at Baa2 (sf)

Cl. II-M-1, Upgraded to B1 (sf); previously on Jul 18, 2011
Downgraded to B3 (sf)

Cl. II-M-2, Upgraded to Caa3 (sf); previously on Jul 18, 2011
Downgraded to C (sf)

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB5

Cl. M-1, Upgraded to Caa1 (sf); previously on Sep 14, 2012
Upgraded to Ca (sf)

Cl. AF-2, Upgraded to Baa3 (sf); previously on Sep 14, 2012
Upgraded to Ba1 (sf)

Cl. AF-3, Upgraded to Ba2 (sf); previously on Sep 14, 2012
Upgraded to B3 (sf)

Cl. AF-4, Upgraded to Baa3 (sf); previously on Sep 14, 2012
Upgraded to Ba1 (sf)

Cl. AV-2, Upgraded to A3 (sf); previously on Apr 12, 2010
Downgraded to Baa3 (sf)

Cl. AV-3, Upgraded to Baa1 (sf); previously on Sep 14, 2012
Confirmed at Ba2 (sf)

Issuer: Long Beach Mortgage Loan Trust 2005-WL1

Cl. I/II-M2, Upgraded to Ba1 (sf); previously on Apr 30, 2010
Downgraded to Ba3 (sf)

Cl. I/II-M3, Upgraded to B3 (sf); previously on Apr 30, 2010
Downgraded to Ca (sf)

Cl. III-M1, Upgraded to B1 (sf); previously on Sep 14, 2012
Confirmed at B3 (sf)

Cl. III-M2, Upgraded to Ca (sf); previously on Apr 30, 2010
Downgraded to C (sf)

Issuer: RASC Series 2005-EMX2 Trust

Cl. M-2, Upgraded to Ba1 (sf); previously on Apr 6, 2010
Downgraded to Ba3 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on Sep 14, 2012 Confirmed
at Caa2 (sf)

Ratings Rationale:

The rating actions reflect recent performance of the underlying
pools and Moody's updated expected losses on the pools. The
upgrades are due to improvement in collateral performance, and/ or
build-up in credit enhancement.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in June 2013.

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 8.2% in July 2012 to 7.4% in July 2013. Moody's
forecasts an unemployment central range of 7.0% to 8.0% for 2013.
Moody's expects housing prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.


* Moody's Takes Action on $12MM Bonds From 2 Resec. Deals
---------------------------------------------------------
Moody's Investors Service has downgraded one bond and placed two
bonds on review for possible downgrade from two resecuritization
deals.

Complete rating action is as follows:

Issuer: Fannie Mae Grantor Trust 2004-T5

Cl. AB-1, Downgraded to A2 (sf); previously on Aug 29, 2012
Confirmed at Aa2 (sf)

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

Issuer: GSMPS Pass-Through Trust 2004-2R

Cl. A, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 23, 2012 Downgraded to Ba1 (sf)

Cl. B-1, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Aug 23, 2012 Downgraded to B3 (sf)

Ratings Rationale:

The rating action reflects the recent performance of the pools of
mortgages backing the underlying bonds and the updated loss
expectations on the resecuritization bonds.

The Class A and Class B-1 from GSMPS 2004-2R were placed on watch
for possible downgrade since two classes from the underlying bond
GSMPS Mortgage Loan Trust 2002-1 were placed on watch for possible
downgrade and Moody's is awaiting clarification from the trustee
on the performance data for some of the other underlying deals.
Moody's plans to take final action once the ratings for GSMPS
Mortgage Loan Trust 2002-1 are resolved and Moody's receives
clarification from the trustee.

The principal methodology used in these ratings was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011.

The methodologies used in determining the ratings of the
underlying bonds were "US RMBS Surveillance Methodology" published
in June 2013 and "FHA-VA US RMBS Surveillance Methodology"
published in July 2011.

The primary source of assumption uncertainty is the uncertainty in
Moody's central macroeconomic forecast and performance volatility
due to servicer-related issues. The unemployment rate fell from
8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts an
unemployment central range of 7.0% to 8.0% for the 2013 year.
Moody's expects house prices to continue to rise in 2013.
Performance of RMBS continues to remain highly dependent on
servicer procedures. Any change resulting from servicing transfers
or other policy or regulatory change can impact the performance of
these transactions.

As part of the sensitivity analysis, Moody's stressed the updated
loss on the underlying bond backing the resecuritization Fannie
Mae 2004-T5 by an additional 10% and found that the implied rating
of the resecuritization bond AB-1 changes to A3 (sf) from A2 (sf).


* S&P Withdraws 14 Rating on 6 U.S. Synthetic CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 14
tranche ratings from six corporate-backed synthetic collateralized
debt obligations.

The rating withdrawals follows the receipt of redemption notices,
unwind notices and a notice of maturity for the notes.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

ABACUS 2004-3, Ltd.

                                 Rating
Class                        To           From

A-1                          NR           AA+ (sf)
B                            NR           A- (sf)
C                            NR           CC (sf)

ABACUS 2005-4, Ltd.

                                Rating
Class                        To           From

B                            NR           CCC- (sf)
D                            NR           CCC- (sf)

Cloverie PLC
Series 2005-56
                                Rating

Class                        To           From
A                            NR           CCC+ (sf)

Omega Capital Investments PLC
Series 19

                                Rating
Class                        To           From

A-1E                         NR           BB+ (sf)
A-1U                         NR           BB+ (sf)
B-1E                         NR           B- (sf)
B-1U                         NR           B- (sf)
C-1E                         NR           CCC- (sf)
S-1E                         NR           BBB+ (sf)/Watch POS

Morgan Stanley ACES SPC
Series 2007-19
                                 Rating
Class                        To           From
A                            NR           CCC- (sf)

Morgan Stanley Managed ACES SPC
Series 2007-14
                                  Rating
Class                        To           From
IIIA                         NR           CCC- (sf)

NR-Not rated.


* S&P Lowers 25 Ratings on 12 U.S. RMBS Transactions
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 25
classes -- including four lowered to 'D (sf)' -- from 10 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2003 and 2006, and removed 13 of them from CreditWatch
with negative implications.  Concurrently, S&P affirmed its
ratings on 59 classes from 10 transactions and removed six of them
from CreditWatch negative.  Additionally, S&P withdrew its rating
on a single class through application of its interest-only
criteria.

The complete list of rating actions is available in "U.S. RMBS
Classes Affected By The Aug. 1, 2013 Rating Actions," published on
RatingsDirect on the Global Credit Portal.  The list is also
available on the Standard & Poor's Web site.

The rating actions resolves a portion of the transactions that S&P
placed on CreditWatch in April and July of this year as a result
of S&P's assessment of potential interest shortfalls that the
classes may have incurred during recent remittance periods.

All of the transactions in this review were issued between 2003
and 2006, and are supported by a mix of fixed- and adjustable-rate
prime jumbo, subprime, Alt-A, and NegAm loans secured primarily by
first liens on one- to four-family residential properties.

S&P lowered its ratings on 15 classes from 10 transactions,
removing 13 of them from CreditWatch negative, due to increased
losses as a result of a changing delinquency pipeline.

S&P also lowered its ratings on 10 classes from six transactions
and removed all of them from CreditWatch negative as a result of
S&P's assessment of the interest shortfalls on the affected
classes during recent remittance periods.  The lowered ratings
also reflect S&P's view of the magnitude of the interest payment
deficiencies that have affected the classes to date, compared with
the remaining principal balance owed, and the likelihood that
certificateholders will be reimbursed for these deficiencies.

The downgrades lowered S&P's ratings on 10 classes out of the
investment-grade range (i.e., 'BBB-' or higher), to 'BB+ (sf)' or
lower.  One of the affected ratings was lowered to 'D (sf)' from
'A+ (sf)' as a result of S&P's interest shortfall criteria.  The
remaining classes S&P downgraded had either speculative-grade
ratings before the rating actions or remain investment grade after
the downgrade.

For certain transactions, S&P considered specific performance
characteristics that, in its view, may add a layer of volatility
to S&P's loss assumptions when they are stressed at the rating as
suggested by S&P's cash flow models.  In these circumstances, S&P
affirmed its ratings on those classes to promote ratings
stability.  In general, the bonds that were affected reflect the
following:

   -- Historical interest shortfalls.

   -- Low priority in principal payments.

   -- Significant growth in the delinquency pipeline.

   -- A high proportion of reperforming loans in the pool.

   -- Significant growth in observed loss severities.

   -- Weak hard-dollar credit support.

The three 'AAA (sf)' ratings from one transaction (American
General Mortgage Loan Trust 2006-1) that S&P affirmed affect bonds
that have both of these characteristics:

   -- More than sufficient credit support to absorb the projected
      remaining losses associated with this rating stress; and

   -- Benefit from permanently failing cumulative loss triggers.

The 30 affirmations from eight transactions in the 'AA (sf)' and
'A (sf)' categories affect classes that are currently in first,
second, or third payment priority.  In addition, S&P affirmed its
ratings on nine classes from two transactions in the 'BBB (sf)'
through 'B (sf)' rating categories.  The projected credit support
on these classes remained relatively consistent with prior
projections.

S&P affirmed its ratings on 17 additional classes in the 'CCC
(sf)' or 'CC (sf)' rating categories.  S&P believes that the
projected credit support for these classes will remain
insufficient to cover the revised projected losses to these
classes.

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

Subordination, overcollateralization (when available), and excess
interest generally provide credit support for the reviewed
transactions.

                         ECONOMIC OUTLOOK

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

   -- The unemployment rate will be 7.5% for 2013 and 6.9% for
      2014, compared with the actual 8.1% rate in 2012.

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

   -- Real GDP growth will be 2.0% in 2013 and 3.1% in 2014.

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

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

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

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

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

   -- Total unemployment increases modestly in 2013 to 8.6%, but
      rises to 9% in 2014, and job growth slows to almost zero in
      2013 and 2014.

   -- Downward pressure causes less than 1% GDP growth in 2013
      and 2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall below 3% in 2013, but
      capitalizing on such lower rates could be hampered by
      limited access to credit and pressure on home prices.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


* S&P Lowers Ratings on 5 Classes From 4 US CMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from four
U.S. (CMBS) transactions due to current and potential interest
shortfalls and reduced liquidity support.

S&P lowered its ratings on five of these classes to 'D (sf)'
because the ratings agency expects the accumulated interest
shortfalls to remain outstanding for the foreseeable future.  The
five classes that S&P downgraded to 'D (sf)' have had accumulated
interest shortfalls outstanding for eight to 12 months.  The
recurring interest shortfalls for the respective certificates are
primarily due to one or more of the following factors:

  -- Appraisal subordinate entitlement reduction (ASER) amounts
     in effect for specially serviced assets.

  -- The lack of servicer advancing for loans where the servicer
     has made non-recoverable advance declarations.

  -- Interest rate modifications related to corrected mortgage
     loans.

  -- Special servicing fees.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals.

"We also considered servicer-nonrecoverable advance declarations
and special servicing fees that are likely, in our view, to cause
recurring interest shortfalls.  The servicer implements ARAs and
resulting ASER amounts according to each respective transaction's
terms. Typically, these terms call for an ARA equal to 25% of the
stated principal balance of a loan to be automatically implemented
when a loan is 60 days past due and an appraisal or other
valuation is not available within a specified timeframe. We
primarily considered ASER amounts based on ARAs calculated from
MAI appraisals when deciding which classes from the affected
transactions to downgrade to 'D (sf)'.  This is because ARAs based
on a principal balance haircut are highly subject to change, or
even reversal, once the special servicer obtains the MAI
appraisals," S&P said.

Servicer-nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt-service advancing, the recovery of
previously made advances being deemed nonrecoverable, or the
failure to advance trust expenses when nonrecoverable declarations
have been determined.

Trust expenses may include -- but are not limited to -- property
operating expenses, property taxes, insurance payments, and legal
expenses.

Discussions of the individual transactions follow.

CD 2005-CD1 Commercial Mortgage Trust

S&P lowered its rating on the Class J certificates from CD 2005-
CD1 Commercial Mortgage Trust to 'D (sf)' to reflect accumulated
interest shortfalls outstanding for 12 months.  Based on its
analysis, S&P expects the accumulated interest shortfalls to
remain outstanding for an extended period of time.

According to the July 17, 2013, trustee remittance report, the
current monthly interest shortfalls totaled $87,271 and resulted
primarily from:

- ASER amounts totaling $379,712 related to 14 ($183.4 million,
   5.8%) of the 16 assets ($195.7 million, 6.2%) that are
   currently with the special servicer, LNR Partners LLC (LNR).
   The current ASER amounts were offset this period by one-time
   ASER recoveries totaling $441,493," S&P said.

- Shortfalls due to interest rate modifications totaling
   $62,075.  Workout fees totaling $2,817.

- Special servicing fees totaling $83,232.

ARAs totaling $91.1 million were in effect for 15 loans ($188.0
million, 6.0%).

The current reported interest shortfalls have affected all
classes subordinate to and including Class J, S&P said.

S&P also withdrew its ratings on Classes A-2FL and A-2FX
certificates from the same transaction following the full
repayment of the classes' principal balance, as noted in the
transaction's July 2013 trustee remittance report.

CD 2007-CD5 Mortgage Trust

S&P lowered its rating on the Class J certificates from CD 2007-
CD5 Mortgage Trust to 'D (sf)'.  The lowered ratings reflect
accumulated interest shortfalls outstanding for 12 months and
S&P's expectation that interest shortfalls will continue in the
near term. According to the July 17, 2013, trustee remittance
report, there was an ASER recovery of $490,605. Excluding this
recovery, the current monthly ASER amount totaled $89,374. The
monthly interest shortfalls totaled $78,642 and resulted
primarily from:

- Non-recoverable advances totaling $57,906 with the special
   servicer, LNR.

- Workout fees totaling $3,012.

- Special servicing fees totaling $17,694.

ARAs totaling $37.7 million were in effect for 11 loans ($84.9
million, 5.0%, S&P said.

The current reported interest shortfalls have affected all
classes subordinate to and including Class J.

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-C4

S&P lowered its rating on the Class L certificates from Credit
Suisse First Boston Mortgage Securities Corp.'s Series 2003-C4
to 'D (sf)' to reflect accumulated interest shortfalls
outstanding for eight months and our expectation that these
interest shortfalls will continue in the near term..

According to the July 17, 2013, trustee remittance report, the
current monthly interest shortfalls totaled $40,001 and resulted
primarily from:

- ASER amounts totaling $15,341 from two of the eight assets
   ($42.7 million, 37.9%) with the special servicer, LNR.

- An interest adjustment totaling $14,361.

- Special servicing fees totaling $9,303.

ARAs totaling $3.6 million were in effect for two loans ($12.4
million, 14.4%).

The current reported interest shortfalls have affected all
classes subordinate to and including Class L.

S&P also withdrew its ratings on Classes B and C certificates
from the same transaction following the full repayment of the
classes' principal balance, as noted in the transaction's July
2013 trustee remittance report.

Wachovia Bank Commercial Mortgage Trust Series 2005-C21

S&P lowered its ratings on the Class K and L certificates from
Wachovia Bank Commercial Mortgage Trust Series 2005-C21 to 'D
(sf)' to reflect accumulated interest shortfalls outstanding for
eight months. The lowered ratings reflect accumulated interest
shortfalls outstanding for eight months and our expectation that
interest shortfalls will continue in the near term.  S&P also
lowered its rating on the Class J certificates to 'CCC (sf)' due
to reduced liquidity support available to the class. According
to the July 17, 2013, trustee remittance report, the current
monthly interest shortfalls totaled $204,928 and resulted
primarily from:

- ASER amounts totaling $64,284 from the Park Place II asset
   ($44.7  million, 2.3%), which is with the special servicer,
   LNR.

- Shortfalls due to interest rate modifications totaling
   $110,354.

- Workout fees totaling $787.

- Special servicing fees totaling $29,286.

ARA totaling $15.5 million was in effect for the Park Place II
asset, S&P said.

RATINGS LIST

Ratings Lowered

CD 2005-CD1 Commercial Mortgage Trust
Commercial mortgage pass-through certificates
                                                Reported
       Rating  Rating       Credit          interest shortfalls
Class  To      From      enhancement(%)    Current   Accumulated
J      D (sf)  CCC- (sf)          1.71    (17,702)     1,084,862

CD 2007-CD5 Mortgage Trust
Commercial mortgage pass-through certificates
                                                Reported
       Rating  Rating       Credit          interest shortfalls
Class  To      From      enhancement(%)    Current   Accumulated
J      D (sf)  CCC- (sf)          1.71   (461,233)       213,444

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates Series 2003-C4
                                                Reported
       Rating  Rating       Credit          interest shortfalls
Class  To      From      enhancement(%)    Current   Accumulated
L      D (sf)  CCC (sf)           5.30      13,330       103,834

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates Series 2005-C21
                                                Reported
       Rating  Rating       Credit          interest shortfalls
Class  To        From      enhancement(%)    Current Accumulated
J      CCC (sf)  B (sf)             2.54           0           0
K      D (sf)    B (sf)             1.70      67,504     428,516
L      D (sf)    CCC- (sf)          0.87      67,564     540,508

Ratings Withdrawn

CD 2005-CD1 Commercial Mortgage Trust
Commercial mortgage pass-through certificates
                                 Rating
Class                    To                  From
A-2FL                    NR                  AAA (sf)
A-2FX                    NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates Series 2003-C4
                                 Rating
Class                    To                  From
B                        NR                  AAA (sf)
C                        NR                  AAA (sf)

NR-Not Rated


* Deleveraging Cues Moody's to Take Action on 36 CDO Tranches
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on 36 tranches
in 16 collateralized debt obligation backed by Trust Preferred
Securities (TruPS CDOs), totaling approximately $3.89 billion of
outstanding rated balance. The magnitude of the upgrades ranged
between one to three notches. Moody's simultaneously placed on
review for upgrade the ratings on all of the upgraded tranches. In
addition, Moody's placed on review for upgrade the ratings on
another 31 tranches in 15 TruPS CDOs, totaling approximately $2.95
billion of outstanding rated balance.

A list of securities affected by these actions:

ALESCO Preferred Funding IV, Ltd.; Class A-2 Second Priority
Senior Secured Floating Rate Notes; B1

ALESCO Preferred Funding IV, Ltd. ; Class A-3 Second Priority
Senior Secured Fixed/Floating Rate Notes; B1

ALESCO Preferred Funding V, Ltd.; Class B Deferrable Third
Priority Secured Floating Rate Notes Due 2034; B3

ALESCO Preferred Funding VI, Ltd. ; Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2035; Ba2

ALESCO Preferred Funding VI, Ltd. ; Class A-3 Second Priority
Senior Secured Fixed/Floating Rate Notes Due 2035; Ba2

ALESCO PREFERRED FUNDING VIII, LTD. ; Class A-2 Notes; Ba2

ALESCO Preferred Funding XI, Ltd. ; $55,000,000 Class B Deferrable
Third Priority Secured Floating Rate Notes due December 23, 2036;
Ca

ALESCO Preferred Funding XIV, Ltd.; $80,500,000 Class A-2 Second
Priority Senior Secured Floating Rate Notes Due 2037; Ba1

ALESCO Preferred Funding XIV, Ltd.; $103,000,000 Class B
Deferrable Third Priority Secured Floating Rate Notes Due 2037;
Caa3

Preferred Term Securities IV, Ltd. Class M Floating Rate
Mezzanine Notes; Caa2

Preferred Term Securities X, Ltd.; $88,000,000 Floating Rate Class
B 1 Mezzanine Notes Due July 3, 2033; Ca

Preferred Term Securities XIV, Ltd.; $62,000,000 Floating Rate
Class A-2 Senior Notes Due June 24, 2034 Ba2

Preferred Term Securities XVI, Ltd. Class A-1 Senior Notes; Ba1

Preferred Term Securities XVI, Ltd. Class A-2 Senior Notes; B3

Preferred Term Securities XVI, Ltd. Class A-3 Senior Notes; B3

Preferred Term Securities XXIV, Ltd. ; $152,800,000 Floating Rate
Class A-2 Senior Notes Due March 22, 2037; Ba3

Preferred Term Securities XXV, Ltd. $129,400,000 Floating Rate
Class A-2 Senior Notes Due June 22, 2037; Ba1

Soloso CDO 2007-1 Ltd.; $263,000,000 Class A-1LA Floating Rate
Notes Due October 2037; Ba3

Soloso CDO 2007-1 Ltd.; $83,000,000 Class A-1LB Floating Rate
Notes Due October 2037; Caa2

Trapeza CDO XI, Ltd. ; $281,000,000 Class A-1 First Priority
Senior Secured Floating Rate Notes Due 2041; B1

Trapeza CDO XI, Ltd. ; $53,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2041; Caa2

Trapeza CDO XI, Ltd. ; $20,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2041; Caa3

Tropic CDO II, LTD; $35,000,000 Class A-3L Floating Rate Notes Due
April 2034; Caa1

Tropic CDO V Ltd. $220,000,000 Class A-1L1 Floating Rate Notes Due
July 2036; B3

Tropic CDO V Ltd. $220,000,000 Class A-1L2 Floating Rate Notes Due
July 2036; Caa1

Ratings Rationale:

Moody's explained that these rating actions on the affected TruPS
CDOs are primarily a result of the recent substantial deleveraging
of senior notes, increases in the overcollateralization (OC)
ratios, and improvements in the credit quality of the underlying
portfolios. Both the unscheduled redemptions of underlying bank
assets and diversions of excess interest to cure OC test failures
have contributed to the deleveraging of senior notes and OC
improvements in these transactions. Further, many underlying TruPS
issuers that had previously been deferring assets have recently
cured their deferrals and resumed paying interest, which also
improved the OC ratios. Lastly, the portfolio weighted average
rating factors (WARFs) in the affected TruPS CDOs have declined
substantially, reflecting improvements in the credit quality of
the underlying banks.

Moody's notes that the senior notes in the affected CDOs have been
paid down significantly during the last 12 months, due to faster
than expected redemptions of underlying assets and the continued
diversion of excess interest proceeds to pay down the notes . Some
of the deferring banks that were previously treated as defaulted
in Moody's analysis have resumed interest payments and repaid all
accrued deferred interest on their TruPS, while a few others have
redeemed their TruPS at par. As a result of both redemptions and
the curing of interest deferrals on the underlying TruPS, the par
coverage for the senior notes in the affected transactions has
improved significantly .

Moody's also notes that the affected deals benefited from an
improvement in the credit quality of the underlying portfolios.
Based on Moody's calculations, the average WARF in the affected
transactions has improved by about 350 points since the last
reviews.

To identify and analyze the affected transactions, Moody's
examined primarily the extent of OC increases for each tranche and
WARF improvements in a total of 88 outstanding bank TruPS CDOs
since the last reviews. In addition, Moody's considered the
following key portfolio- and tranche-level parameters:

- Amount of cash in the principal collections account;

- Amount of cash in the interest collections account;

- Notional and maturity of outstanding interest rate swaps;

- Absolute OC level for each tranche in relation to its current
   rating;

- Portfolio WARF level;

- Exposure to assets that are defaulted or deferring interest;

- Other idiosyncratic deal features if applicable

All of the tranches upgraded remain on review for upgrade, pending
comprehensive analysis of each affected TruPS CDO. Moody's
endeavors to complete its analyses of all affected deals within 90
days. While in some cases Moody's did not place the ratings on all
tranches from the same deal on review for upgrade, the rating
agency will review the entire capital structure when it conducts a
full analysis of each deal and take rating actions when warranted.

All deals affected are TruPS CDOs that are mainly backed by bank
TruPS. 15 of 26 deals are backed solely by bank TruPS and the
remaining deals contain over 65% of bank TruPS collateral.

The principal methodology used in these ratings was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Moody's did not rely on explicit cash modeling or perform any
sensitivity analyses, because these actions result primarily from
consideration of rapid deleveraging in the transactions, and the
ratings of affected transactions remain under review for possible
upgrades.

Moody's notes that the affected transactions are still subject to
a high level of macroeconomic uncertainty although Moody's outlook
on the banking sector has changed to stable from negative. The
pace of FDIC bank failures continues to decline in 2013 compared
to the last four years, and some of the previously deferring banks
have resumed interest payment on their TruPS.


                            *********

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, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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