Fitch Ratings has upgraded seven classes and affirmed six classes of Morgan Stanley Capital I Trust commercial mortgage pass-through certificates, series 2004-TOP13. A detailed list of rating actions follows at the end of this press release.

KEY RATING DRIVERS

The upgrades are due to increased credit enhancement and continued paydown. Fitch modeled losses of 15.1% of the remaining pool; expected losses on the original pool balance total 2%, including $7.8 million (0.6% of the original pool balance) in realized losses to date. Fitch has designated six loans (22.1% of the pool) as Fitch Loans of Concern, which includes three specially serviced assets (11% of the pool).

As of the January 2014 distribution date, the pool's aggregate principal balance has been reduced by 90.9% to $110.2 million from $1.21 billion at issuance. Per the servicer reporting, two loans (3.7% of the pool) are defeased. Interest shortfalls are currently affecting class P.

The largest contributor to expected losses is a specially-serviced loan (4.1% of the pool) secured by a 344,273 square foot (sf) anchored community shopping center located in Columbus, OH. Occupancy was 67% per the September 2013 rent roll. However, in December 2013, one tenant (40,800 sf, 11.9% of net rentable area [NRA]) vacated, and another (19,000 sf, 5.5% of NRA) gave notice that it will vacate in April 2014. Also, the largest tenant, Shoppers World (74,000 sf, 21.5% NRA, lease expiration in March 2022) recently requested a rent reduction. Cash flow is currently negative, however, net operating income (NOI) was positive as of year-to-date (YTD) third quarter 2013 (3Q'13). The loan was transferred to the special servicer for imminent default after Borrower notified the Master Servicer that it would not be making the January 2014 payment.

The second largest contributor to expected losses is a specially-serviced loan (3.5% of the pool) secured by an 85,381 sf industrial property located in Carrollton, TX (Dallas-Fort Worth MSA). Per the special servicer, the property is 100% vacant and the initial goal had been to lease the building. Subject is currently in the early stages of marketing for sale.

RATING SENSITIVITY

Fitch ran additional stresses when considering upgrades. Although credit enhancement remains high relative to the rating category, further upgrades were limited due to increasing pool concentration and smaller than average subordinate class sizes. Any increase in modeled losses may have a greater impact on credit enhancement.

Fitch upgrades the following classes:

--$24.2 million class D to 'AAAsf' from 'AAsf', Outlook Stable;

--$12.1 million class E at 'AAsf' from 'Asf', Outlook Stable;

--$9.1 million class F to 'Asf' from 'BBBsf', Outlook Stable;

--$10.6 million class G to 'BBBsf' from 'BBsf', Outlook Stable;

--$9.1 million class H to 'BBsf' from 'Bsf', Outlook Stable;

--$9.1 million class J to 'BBsf' from 'CCCsf', assign Outlook Stable;

--$3 million class K to 'Bsf' from 'CCCsf', assign Outlook Stable.

Fitch affirms the following classes as indicated:

--$2.9 million class B at 'AAAsf', Outlook Stable;

--$12.1 million class C at 'AAAsf', Outlook Stable;

--$3 million class L at 'CCCsf', RE 100%;

--$3 million class M at 'CCCsf', RE 100%;

--$4.5 million class N at 'CCCsf', RE 100%;

--$3 million class O at 'CCsf', RE 40%.

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

Additional information on Fitch's criteria for analyzing U.S. CMBS transactions is available in the Dec. 11, 2013 report, 'U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria', which is available at 'www.fitchratings.com' under the following headers:

Structured Finance >> CMBS >> Criteria Reports

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 24, 2013);

--'U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria' (Dec. 11, 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=724961

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=818482

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Fitch Ratings
Primary Analyst
Martin Nunnally, +1-212-908-0871
Associate Director
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Committee Chairperson
Mary MacNeill, +1-212-908-0785
Managing Director
or
Media Relations, New York
Sandro Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com