Fitch Rtes Agency-Enhanced Affordable Housing Trust Class A Floating Ctfs Sers 2012-61 & 2012-62

Fitch Ratings assigns a rating of 'AAA', Stable Outlook to the Agency-Enhanced Affordable Housing Trust Class A floating certificates series 2012-61 and 2012-62 tax-exempt.

KEY RATING DRIVERS:

The series 2012-61 and 2012-62 Class A floating certificates relate to separate trusts into which custodial receipts will be deposited. The long-term 'AAA', Stable Outlook rating is based on the rating assigned by Fitch to the credit enhancement provided by Federal Home Loan Mortgage Corporation (Freddie Mac; rated 'AAA/F1+', Stable Outlook) securing the custodial receipts deposited in the trusts. As the ratings of Freddie Mac are currently linked to the U.S. sovereign rating, any rating action on the U.S. sovereign rating will directly affect the rating on the certificates. Should Fitch's view of the strength of government support for Freddie Mac be reduced or downgraded, the rating of Freddie Mac may be delinked from the U.S. sovereign rating and may result in negative pressure on the rating of the certificates.

The custodial receipt deposited in the Agency-Enhanced Affordable Housing Trust, series 2012-61 trust represents an ownership interest in the Orange County Housing Finance Authority multifamily housing revenue refunding bonds (Boca Vista Apartments) 2014 series B&C. The custodial receipt deposited in the Agency-Enhanced Affordable Housing Trust, series 2012-62 trust represents an ownership interest in the San Antonio Finance Corporation multifamily housing revenue bonds (Clark Pointe Apartments Project) series 2005. The bonds are deposited pursuant to a Custody Agreement with the Custodian, U.S. Bank Trust National Association (the Custodial Asset), and a right to receive payments of scheduled principal and interest pursuant to a Standby Credit Enhancement Agreement provided by Freddie Mac. In the event that on any bond interest payment date the Custodian receives an amount less than the amount of interest and/or principal then due on the Custodial Asset, then the amount of any such deficiency shall be made up from a demand, by the Custodian, on the Standby Credit Enhancement Agreement provided by Freddie Mac.

The Custodial Receipts are subject to mandatory tender: (1) the fifth business day prior to the termination of the Standby Credit Enhancement Agreement; (2) the fifth business day following receipt by the Custodian from Freddie Mac of an Event of Default by the Sponsor, Merrill Lynch Capital Services, Inc, under a reimbursement arrangement; (3) the fifth business day following receipt by the Custodian from Freddie Mac of a Custodial Asset event of default; and (4) the fifth Business Day following receipt by the Custodian from Freddie Mac of the occurrence of certain events of default, and the payment of the tender price shall be made from a demand, by the Custodian, on the Standby Credit Enhancement Agreement provided by Freddie Mac.

The long-term ratings assigned to the series 2012-61 and 2012-62 Class A floating certificates will expire upon the earliest of: (a) March 31, 2016, the initial stated expiration date of the Freddie Mac Standby Credit Enhancement Agreement, unless such date is extended or earlier terminated; (b) the date the custodial receipts shall have been paid in full; (c) the effective date of any substitute credit enhancement; and (d) the date on which the Custodial Assets have been released or withdrawn from the Custody Agreement.

RATING SENSITIVITIES:

The long-term rating assigned to the 2012-61 and 2012-62 Class A floating certificates is tied to the long-term rating that Fitch maintains on Freddie Mac. As the ratings of Freddie Mac are currently linked to the U.S. sovereign rating, any rating action on the U.S. sovereign rating will directly affect the rating on the certificates. Should Fitch's view of the strength of government support for Freddie Mac be reduced or downgraded, the rating of Freddie Mac may be delinked from the U.S. sovereign rating and may result in negative pressure on the rating of the certificates.

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

Applicable Criteria and Related Research:

'U.S. Municipal Structured Finance Criteria', Feb. 24, 2014;

'Guidelines for Rating Tender Option Bonds', May 9, 2013.

Applicable Criteria and Related Research:

U.S. Municipal Structured Finance Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=736618

Guidelines for Rating Tender Option Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=707849

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=902614

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