TEXT-Fitch takes various rating actions on 37 SF CDOs

Jan 8 - Fitch Ratings has upgraded one class, affirmed 216 classes, and
downgraded three classes from 37 structured finance collateralized debt
obligations (SF CDOs) with exposure to various structured finance assets.

The individual rating actions for each rated CDO are detailed in the report
'Fitch Takes Various Rating Actions on 37 SF CDOs', dated Jan. 8, 2013. It can
be found on Fitch's website at 'www.fitchratings.com' by performing a title
search or by using the link below. For further information and transaction
research, please refer to 'www.fitchratings.com'.

This review was conducted under the framework described in the reports 'Global
Structured Finance Rating Criteria' and 'Global Rating Criteria for Structured
Finance CDOs'. None of the transactions has been analyzed within a cash flow
model framework, as the impact of structural features and excess spread, or
conversely, principal proceeds being used to pay CDO liabilities and hedge
payments, was determined to be minimal in the context of these CDO ratings.

The rating of the class A-1 notes of Trainer Wortham First Republic CBO V Ltd.
has been upgraded to 'CCsf' from 'Csf' to reflect improved credit enhancement
(CE) levels as a result of continued deleveraging of the capital structure. The
notes have received approximately $15.6 million in paydowns since the last
review through principal amortization and excess spread due to a failing class
A/B coverage test.

For transactions where expected losses from distressed and defaulted assets in
the portfolio (rated 'CCsf' and lower) already significantly exceed the credit
enhancement (CE) level of the most senior class of notes, the probability of
default for all classes of notes can be evaluated without factoring potential
further losses from the remaining portion of the portfolios. Therefore, these
transactions were not modeled using the Structured Finance Portfolio Credit
Model (SF PCM).

For nine transactions where expected losses from distressed assets did not
significantly exceed the CE level of the senior class of notes, Fitch used the
SF PCM to project future losses from the transaction's entire portfolio and
compared credit enhancement of the classes to those loss rates.

The three classes downgraded to 'Dsf' and 24 classes affirmed at 'Dsf' are
non-deferrable classes that have and are expected to continue to experience
interest payment shortfalls.

Fitch does not assign Outlooks to classes rated 'CCCsf' and below.

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

The information used to assess these ratings was sourced from the issuer,
periodic trustee reports, note valuation reports, and the public domain.

Applicable Criteria and Related Research:
--'Global Structured Finance Rating Criteria' (June 6, 2012);
--'Global Rating Criteria for Structured Finance CDOs' (Oct. 3, 2012).

Applicable Criteria and Related Research: Fitch Takes Various Rating Actions on
37 SF CDOs

Global Rating Criteria for Structured Finance CDOs
Global Structured Finance Rating Criteria