TCR_Public/110619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, June 19, 2011, Vol. 15, No. 168

                            Headlines

ABACUS 2006-17: S&P Lowers Ratings on 7 Classes to 'CC'
ACAS BUSINESS: Moody's Upgrades Ratings of SME CLO Notes
ACAS BUSINESS: Moody's Upgrades SME CLO Notes Rating to 'A2'
AMERICAN HOME: Moody's Downgrades Rating of $14 Million of RMBS
ARES VR CLO: Moody's Upgrades Ratings of Six Classes of CLO Notes

ATRIUM V: S&P Raises Rating on Class D Notes From 'B+' to 'BB'
ATTENTUS CDO: Moody's Downgrades Rating of Combo Note to 'C'
BANC OF AMERICA: Moody's Upgrades One and Affirms Six CMBS Classes
BANC OF AMERICA: S&P Lowers Rating on Class E Certs. to 'D'
BANK OF INTERNET: S&P Lowers Ratings on 3 Classes to 'B-'

BEAR STEARNS: Fitch Downgrades 1 Class of BSCM 2003-TOP12
BEAR STEARNS: Fitch Ratings Affirms Bear Stearns 2000-WF1
BEAR STEARNS: Moody's Affirms 13 CMBS Classes of BSCMS 2002-TOP6
BLACKROCK SENIOR: S&P Raises Rating on Class D Notes to 'BB+'
BMI CLO: S&P Gives 'BB' Rating on Class D Floating-Rate Notes

C-BASS CBO: Fitch Ratings Affirms 3 Classes of Notes
CD 2006-3: S&P Cuts Ratings on 3 Classes of Certs. to 'D'
CD 2006-CD2: S&P Lowers Rating on Class E Certs. to 'D'
CENTERLINE 2007-1: S&P Lowers Ratings on 2 Classes to 'D'
CITIGROUP COMMERCIAL: S&P Withdraws 'CCC-' Rating on Class MLA-1

COLDWATER CDO: S&P Lowers Rating on Class A-1 Note to 'D'
COMM 2006-C7: S&P Lowers Ratings on 8 Classes of Certs. to 'D'
CONNECTICUT VALLEY: Moody's Upgrades Ratings of 2 Classes of Notes
CSFB COMMERCIAL: Moody's Affirms 19 CMBS Classes of CSFB 2005-C4
CSFB COMMERCIAL: Moody's Affirms 20 CMBS Classes of CSFB 2005-C6

CSFB MORTGAGE: Moody's Cuts Down Ratings of $35 Million RMBS
CSFB MORTGAGE: Moody's Withdraws Ratings of $4 Million RMBS
CWMBS INC: Moody's Downgrades Ratings of 18 Tranches
DBUBS 2011-LC2: Moody's Assigns Provisional Ratings to 13 CMBS
DRYDEN XXI: Upgrades Ratings of Class D Floating Rate Notes to Ba1

GE COMMERCIAL: S&P Affirms Ratings on 2 Classes at 'CCC-'
GIA INVESTMENT: Moody's Upgrades Ratings of 3 Classes of CBO Notes
GMAC COMMERCIAL: Moody's Downgrades One & Affirms Nine CMBS
GMAC COMMERCIAL: S&P Cuts Rating on Class G Certs. to 'D'
GRAYSON CDO: S&P Affirms Rating on Class D Notes at 'CCC-'

GREENWICH CAPITAL: Moody's Affirms Three CMBS Rake Classes
GS MORTGAGE: S&P Gives 'BB-' Ratings on 2 Classes of Certs.
IMPAC SECURED: Moody's Reviews Ratings of $1.67 Bil. Alt-A RMBS
JEFFERIES RESECURITIZATION: S&P Cuts Ratings on 4 Classes to 'CCC'
JERSEY STREET: S&P Raises Rating on Class D Notes to 'BB+'

JP MORGAN CHASE: Moody's Confirms Ratings of Ten CMBS Classes
JPMORGAN CHASE: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
LB-UBS COMMERCIAL: S&P Lowers Rating on Class J Certs. to 'CCC+'
MARIAH RE: S&P Puts 'B' Rating on Series 2010-1 Notes on Watch Neg
MERRILL LYNCH: Moody's Upgrades Rating of One CMBS Class

MILLION AIR: Moody's Assigns Ba3 Rating to Projects Revenue Bonds
MONTANA RE: S&P Lowers Rating on Class E Notes to 'CCC'
MORGAN STANLEY: Fitch Takes Various Actions on MSCI 2003-IQ4
MORGAN STANLEY: Fitch Takes Actions on MSCI 2007-XLF
MORGAN STANLEY: S&P Lowers Rating on Class L Certs. to 'D'

ONE NEWCASTLE: S&P Retains 'D' Ratings on 3 Classes of Notes
PREFERREDPLUS TRUST: S&P Raises Rating on $8.75MM Certs. to 'BB'
PREFERREDPLUS TRUST: S&P Raises Rating on $40MM Certs. to 'BB'
SALOMON BROTHERS: Moody's Upgrades Rating of Four CMBS Classes
SILVER MARLIN: S&P Lowers Rating on Class A-1 Notes to 'D'

SLM PRIVATE: Moody's Cuts Down Rating of 43 Student Loan Tranches
TOYS R US: S&P Affirms Rating on Debentures-Backed Certs. at 'B'
WACHOVIA BANK: Moody's Affirms 16 CMBS Classes of WBCMT 2005-C21
WACHOVIA BANK: S&P Lowers Rating on Class N Certs. to 'CCC+'
WELLS FARGO: Fitch Assigns Final Ratings to WFRBS Trust

WFRBS COMMERCIAL: Moody's Assigns Ratings to Twelve CMBS Classes
WG HORIZONS: Moody's Cuts Down Ratings of Five Classes of Notes

* Fitch Ratings Withdraws Ratings on 11 U.S. NIM Classes

                            *********

ABACUS 2006-17: S&P Lowers Ratings on 7 Classes to 'CC'
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
tranches from eight synthetic corporate-backed collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on six tranches from four
synthetic CDO transactions backed by commercial mortgage-backed
securities (CMBS) on CreditWatch negative. In addition, we lowered
our ratings on 21 tranches from eight CMBS-related synthetic CDOs
and one tranche from one synthetic CDO transaction referencing a
residential mortgage-backed securities (RMBS) tranche. The rating
actions followed our monthly review of U.S. synthetic CDO
transactions," S&P said.

The CreditWatch positive placements reflect the transactions'
seasoning, the obligors' rating stability in the underlying
reference portfolios over the past few months, and synthetic rated
overcollateralization (SROC) ratios that had risen above 100% at
the next highest rating level. The CreditWatch negative placements
and downgrades reflect negative rating migration in the
respective portfolios and SROC ratios that had fallen below 100%
as of the May month-end run.

Rating Actions

ABACUS 2006-17 Ltd
                                 Rating
Class                    To                  From
A-2                      CC (sf)             CCC- (sf)
B                        CC (sf)             CCC- (sf)
C                        CC (sf)             CCC- (sf)
D                        CC (sf)             CCC- (sf)
E                        CC (sf)             CCC- (sf)
F                        CC (sf)             CCC- (sf)
G                        CC (sf)             CCC- (sf)

Bear Stearns High Grade Structured Credit Strategies Master Fund,
Ltd.
                                 Rating
Class                    To                  From
Unf Cr Def               A (sf)/Watch Pos    A (sf)

Castle Finance I Ltd.
1
                                 Rating
Class                    To                   From
Series 1                 BBB- (sf)/Watch Pos  BBB- (sf)

Credit Default Swap
US$187.5 mil Swap Risk Rating - Portfolio CDS Ref No.
PYR_8631051_82386541_Zicavo
                                 Rating
Class                  To                      From
Swap                   BBB+srp (sf)/Watch Pos  BBB+srp (sf)

Credit Default Swap
US$225 mil Swap Risk Rating - "Paoli" Ref No. 64451
                                 Rating
Class                    To                    From
Tranche                  BBsrp (sf)/Watch Pos  BBsrp (sf)

Elva Funding PLC
2008-3
                                 Rating
Class                    To                   From
Notes                    BBB+ (sf)/Watch Pos  BBB+ (sf)

HARBOR SPC
2006-1
                                 Rating
Class                    To                  From
C                        CCC (sf)/Watch Neg  CCC (sf)

Nomura International plc
US$1 bil NSCR 2006-2 2.75%-7% SCDO
                                 Rating
Class                    To                    From
Tranche                  B+srp (sf)/Watch Neg  B+srp (sf)

Omega Capital Investments PLC
EUR274 mil, 20 mil, US$160 mil Palladium CDO I Secured Floating
Rate Notes
Series 19
                                 Rating
Class                    To                  From
S-1E                     BB- (sf)/Watch Pos  BB- (sf)

PARCS-R Master Trust
2007-16
                                 Rating
Class                    To                  From
Trust Unit               D (sf)              CCC (sf)

Pegasus 2006-1, Ltd.
                                 Rating
Class                    To                   From
A1                       A+ (sf)/Watch Neg    A+ (sf)
A2                       BBB+ (sf)/Watch Neg  BBB+ (sf)

Prism Colgate Orso Trust
                                 Rating
Class                    To                  From
CL                       AA (sf)/Watch Pos   AA (sf)

SCORE SPC acting for the account of MSC 2006-SRR1-BIG Segregated
Portfolio
                                 Rating
Class                    To                  From
G                        CC (sf)             CCC- (sf)
H                        CC (sf)             CCC- (sf)
J                        CC (sf)             CCC- (sf)

Seawall SPC
2008 CMBS CDO-10
                                 Rating
Class                    To                  From
Notes                    CCC+ (sf)           BBB- (sf)

SPGS SPC
MSC 2006-SRR1-C
                                 Rating
Class                    To                  From
C                        CC (sf)             CCC- (sf)
C-S                      CC (sf)             CCC- (sf)

SPGS SPC
MSC 2006-SRR1-D
                                 Rating
Class                    To                  From
D                        CC (sf)             CCC- (sf)
D-S                      CC (sf)             CCC- (sf)

SPGS SPC
MSC 2006-SRR1-E
                                 Rating
Class                    To                  From
E                        CC (sf)             CCC- (sf)
E-S                      CC (sf)             CCC- (sf)

SPGS SPC
MSC 2006-SRR1-F
                                 Rating
Class                    To                  From
F                        CC (sf)             CCC- (sf)
F-S                      CC (sf)             CCC- (sf)

SPGS SPC
MSC2007-SRR3
                                 Rating
Class                    To                  From
M                        CC (sf)             CCC- (sf)
N                        CC (sf)             CCC- (sf)

STEERS High-Grade CMBS Resecuritization Trust
2006-1 2 3
                                 Rating
Class                    To                  From
2006-2                   BB (sf)/Watch Neg   BB (sf)
2006-3                   BB (sf)/Watch Neg   BB (sf)

Terra CDO SPC Ltd.
2007-7
                                 Rating
Class                    To                  From
A-1                      B+ (sf)/Watch Pos   B+ (sf)


ACAS BUSINESS: Moody's Upgrades Ratings of SME CLO Notes
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by ACAS Business Loan Trust 2005-1:

   -- US$435,000,000 Class A-1 Floating Rate Asset Backed Notes,
      Series 2005-1 (current balance of $113,257,804), Upgraded to
      Aaa (sf); previously on July 9, 2010 Downgraded to A1 (sf);

   -- US$50,000,000 Class A-2b Floating Rate Asset Backed Notes,
      Series 2005-1, Upgraded to Aaa (sf); previously on July 9,
      2010 Downgraded to A2 (sf);

   -- US$50,000,000 Class B Floating Rate Deferrable Asset Backed
      Notes, Series 2005-1, Upgraded to Aa2 (sf); previously July
      9, 2010 Downgraded to Ba1 (sf);

   -- US$145,000,000 Class C Floating Rate Deferrable Asset Backed
      Notes, Series 2005-1, Upgraded to Baa3 (sf); previously on
      July 9, 2010 Downgraded to Caa1 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes, which have
been paid down by approximately 62% or $268 million since the
rating action in July 2010. In addition to principal pay downs,
excess spread is being diverted to pay down Class A Notes.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in July 2010. Based on the April 2011 servicer report, the
weighted average rating factor is 4268 compared to 4728 in April
2010. Moody's also notes that the Additional Principal Amount has
decreased substantially since the last rating action. The
Additional Principal Amount is the excess of the aggregate
outstanding principal balance over the sum of (1) the aggregate
outstanding loan balance plus (2) principal collections on
deposit. This amount decreases as defaults decrease and excess
spread is diverted to delever the notes, decreasing the difference
between the liabilities and assets. Since last April, the
Additional Principal Amount of the transaction has decreased from
$124 million to $60.9 million.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 $469 million, a weighted average default
probability of 40.40% (implying a WARF of 6594), a weighted
average recovery rate upon default of 21.16%, and a diversity
score of 22. These 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.

ACAS Business Loan Trust 2005-1, issued in October 2005, is a
collateralized loan obligation backed primarily by a portfolio of
non-senior secured middle-market loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations"published in
August 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009. In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 was used to simulate
a default distribution that was then applied as an input in the
cash flow model. Moody's also supplemented its modeling with
individual scenario analysis to assess the ratings impact of jump-
to-default by certain large obligors.

For securities whose default probabilities are assessed through
credit estimates ("CEs"), Moody's applied additional default
probability stresses by assuming a 0.5 notch-equivalent assumed
downgrade for CEs last updated between 6-12 months ago. For each
CE where the related exposure constitutes more than 3% of the
collateral pool, Moody's applied a 2-notch equivalent assumed
downgrade (but only on the CEs representing in aggregate the
largest 30% of the pool) in lieu of the aforementioned stresses,
outlined in the publication "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.
Notwithstanding the foregoing, in all cases the lowest assumed
rating equivalent is Caa3.

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. Below is a 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% (5275)

Class A1: 0

Class A2a: 0

Class A2b: 0

Class B: +1

Class C: +4

Moody's Adjusted WARF + 20% (7913)

Class A1: 0

Class A2a: 0

Class A2b: 0

Class B: -4

Class C: -4

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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1. Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering 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. 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 stresses Moody's may assume in lieu
   of updated credit estimates. Moody's also conducted stress
   tests to assess the collateral pool's concentration risk in
   obligors bearing a credit estimate that constitute more than 3%
   of the collateral pool.

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 Caa1 or lower, 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 CDOROM software
   and individual scenario analysis.


ACAS BUSINESS: Moody's Upgrades SME CLO Notes Rating to 'A2'
------------------------------------------------------------
Moody's Investors Service has upgraded the rating of these notes
issued by ACAS Business Loan Trust 2004-1:

   -- US$73,750,000 Class C Floating Rate Asset Backed Notes,
      Series 2004-1 Due 2018 (current outstanding balance of
      $54,106,770), Upgraded to A2 (sf); previously on July 9,
      2010 Downgraded to Ba1 (sf).

RATINGS RATIONALE

According to Moody's, the rating action taken on the notes results
primarily from the delevering of the Class A, Class B and Class C
Notes, which have been paid down by approximately $105.6 million
since the rating action in July 2010. The Class A and Class B
Notes have been paid in full. In addition to principal pay downs,
excess spread is being diverted to pay down the Class C Notes.

Moody's also notes that the deal has benefited from improvement in
the credit quality of the underlying portfolio since the rating
action in July 2010. Based on the April 2011 servicer report, the
weighted average rating factor is 3975 compared to 4237 in April
2010. Moody's also notes that the Additional Principal Amount has
decreased substantially since the last rating action. The
Additional Principal Amount is the excess of the aggregate
outstanding principal balance over the sum of (1) the aggregate
outstanding loan balance plus (2) principal collections on
deposit. This amount decreases as defaults decrease and excess
spread is diverted to delever the notes, decreasing the difference
between the liabilities and assets. Since last April, the
Additional Principal Amount of the transaction has decreased from
$36.6 million to $21.97 million.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 $122 million, a weighted average default
probability of 37.56% (implying a WARF of 6540), a weighted
average recovery rate upon default of 18.90%, and a diversity
score of 10. These 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.

ACAS Business Loan Trust 2004-1, issued in December 2004, is a
collateralized loan obligation backed primarily by a portfolio of
non-senior secured middle-market loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009.

Other considerations incorporated in this rating are outlined in
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009. For each credit estimate
where the related exposure constitutes more than 3% of the
collateral pool, Moody's applied a 2-notch equivalent assumed
downgrade (but only on the credit estimates representing in
aggregate the largest 30% of the pool). In all cases the lowest
assumed rating equivalent is Caa3.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009. In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 was used to simulate
a default distribution that was then applied as an input in the
cash flow model. Moody's also supplemented its modeling with
individual scenario analysis to assess the ratings impact of jump-
to-default by certain large obligors.

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. Below is a 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% (5232)

Class C: +2

Moody's Adjusted WARF + 20% (7848)

Class C: -4

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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1. Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering 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. 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 stresses Moody's may assume in lieu
   of updated credit estimates. Moody's also conducted stress
   tests to assess the collateral pool's concentration risk in
   obligors bearing a credit estimate that constitute more than 3%
   of the collateral pool.

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 Caa1 or lower, 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 CDOROM software
   and individual scenario analysis.


AMERICAN HOME: Moody's Downgrades Rating of $14 Million of RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
from American Home Mortgage Investment Trust 2005-SD1. The
collateral backing these deals primarily consists of first-lien,
fixed and adjustable rate "scratch and dent" residential
mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that have since been rectified. Due to the varied
content of Scratch and Dent mortgage pools, which can range from
seasoned prime-like loans to non-prime loans that were seriously
delinquent at the time of securitization, credit quality of these
pools varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

Moody's final rating actions are based on current levels of credit
enhancement, collateral performance and updated pool-level loss
expectations. Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2005-SD1

   -- Cl. I-A1, Downgraded to Caa2 (sf); previously on Apr 21,
      2010 Downgraded to B3 (sf) and Placed Under Review for
      Possible Downgrade


ARES VR CLO: Moody's Upgrades Ratings of Six Classes of CLO Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Ares VR CLO, Ltd.

   -- US$35,000,000 Class A-1 Revolving Floating Rate Notes
      (current outstanding balance of $28,546,957.43), Upgraded to
      Aa1 (sf); previously on June 12, 2009 Downgraded to A1 (sf);

   -- US$100,000,000 Class A-2 Delayed Drawdown Floating Rate
      Notes (current outstanding balance of $81,562,735.57),
      Upgraded to Aa1 (sf); previously on June 12, 2009 Downgraded
      to A1 (sf);

   -- US$333,700,000 Class A-3 Floating Rate Notes (current
      outstanding balance of $272,174,848.55), Upgraded to Aa1
      (sf); previously on June 12, 2009 Downgraded to A1 (sf);

   -- US$22,100,000 Class B Floating Rate Notes, Upgraded to A2
      (sf); previously on June 12, 2009 Downgraded to Baa2 (sf);

   -- US$23,400,000 Class C Deferrable Floating Rate Notes,
      Upgraded to Baa2 (sf); previously on June 12, 2009 Confirmed
      at Ba1 (sf);

   -- US$56,200,000 Class D Deferrable Floating Rate Notes
      (current outstanding balance of $ 49,698,996.08), Upgraded
      to B2 (sf); previously on June 12, 2009 Downgraded to Caa3
      (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily due to an increase in the transaction's
overcollateralization ratios, and improvement in the credit
quality of the underlying portfolio since the rating action in
June 2009.

The overcollateralization ratios of the rated notes have improved
since the rating action in June 2009. As per the May 2011 trustee
report, the Class A/B, Class C, and Class D overcollateralization
ratios are reported at 119.7%, 114.1%, and 103.8% respectively,
versus April 2009 levels of 112.4%, 107.3%, and 96.6%
respectively. The Class D Notes are no longer deferring interest,
and the deferred interest had been repaid.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. Based on the May
2011 trustee report, the weighted average rating factor is 2496
compared to 3108 in April 2009, and securities rated Caa1 and
below make up approximately 3.23% of the underlying portfolio
versus 15.6% in April 2009. The deal also experienced a decrease
in defaulted securities. The dollar amount of defaulted securities
has decreased from $16.5 million in April 2009 to $7.2 million in
May 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 $501 million, defaulted par of $8.5 million,
weighted average default probability of 22.4% (implying a WARF of
3255), a weighted average recovery rate upon default of 41.0 %,
and a diversity score of 55.0. These 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 VR CLO, Ltd., issued on March 9, 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans and high yield bonds.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

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. Below is a 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, whereby a
positive difference corresponds to lower expected losses),
assuming that all other factors are held equal:

Moody's Adjusted WARF -20% (2604)

Class A-1: +1

Class A-2: +1

Class A-3: +1

Class B: +2

Class C: +2

Class D: +2

Moody's Adjusted WARF +20% (3906)

Class A-1: -2

Class A-2: -2

Class A-3: -2

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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the managers'
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering 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 selling 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 V: S&P Raises Rating on Class D Notes From 'B+' to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2b, A-3b, A-4, B, C, and D notes from Atrium V, a
collateralized loan obligation (CLO) transaction managed by
CSFB Alternative Capital Inc. "We also affirmed our ratings on the
class A-2a and A-3a notes. At the same time, we removed our
ratings on the A-1, A-2b, A-3a, A-3b, A-4, B, C, and D notes from
CreditWatch, where we placed them with positive implications on
March 1, 2011," S&P said.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since our Dec. 23, 2009, rating
actions where we downgraded all except the A-2a notes following
the application of our September 2009 CDO criteria for corporate
backed securities," S&P said.

As per the May 2011, trustee report, the transaction had $8.9
million in defaulted assets. "This was down from $53.7 million as
reflected in the November 2009 trustee report, which we referenced
for our December 2009 rating actions. Additionally, the
transaction had $33.2 million in assets rated 'CCC+' or lower
according to the April 2011 trustee report, was down from
$89.3 million according to the November 2009 report," S&P said.

The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the rated notes.
The May 2011 trustee report detailed these O/C ratios:

    The class A O/C ratio was 124.07%, compared with a reported
    ratio of 118.68% in November 2009;

    The class B O/C ratio was 115.82%, compared with a reported
    ratio of 110.79% in November 2009;

    The class C O/C ratio was 111.16%, compared with a reported
    ratio of 106.33% in November 2009; and

    The class D O/C ratio was 108.56%, compared with a reported
    ratio of 103.84% in November 2009.

The affirmations of the class A-2a and A-3a notes reflect the
availability of credit support at the current rating levels.

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

Rating and CreditWatch Actions

Atrium V
                 Rating
Class     To             From
A-1       AA (sf)        A+ (sf)/Watch Pos
A-2b      AA (sf)        A+ (sf)/Watch Pos
A-3a      AA+ (sf)       AA+ (sf)/Watch Pos
A-3b      AA (sf)        A+ (sf)/Watch Pos
A-4       A+ (sf)        A- (sf)/Watch Pos
B         BBB+ (sf)      BB+ (sf)/Watch Pos
C         BB+ (sf)       BB (sf)/Watch Pos
D         BB (sf)        B+ (sf)/Watch Pos

Rating Affirmed

Atrium V
Class     Rating
A-2a      AAA (sf)

Transaction Information

Issuer:               Atrium V
Collateral manager:   CSFB Alternative Capital Inc.
Underwriter:          Credit Suisse AG
Indenture trustee:    The Bank of New York Mellon
Transaction type:     Cash flow CLO


ATTENTUS CDO: Moody's Downgrades Rating of Combo Note to 'C'
------------------------------------------------------------
Moody's Investors Service has downgraded the rating on this
combination note security issued by Attentus CDO II, Ltd.

   -- US$22,000,000 Type I Composite Notes Due 2041 (current rated
      balance of $18,581,181), Downgraded to C (sf); previously on
      April 24, 2008 Downgraded to Ca (sf).

RATINGS RATIONALE

Attentus CDO II, Ltd., issued on September 29, 2006, is a
collateral debt obligation backed by a portfolio of CMBS, CRE CDOs
and REIT trust preferred securities (the 'TRUP CDO'). On March 11,
2010, the last rating action date, Moody's downgraded four classes
of notes, which were the result of the application of revised and
updated key modeling assumptions, as well as the deterioration in
the credit quality of the transaction's underlying portfolio.

The rating action on the Composite Notes is a reflection of the
change in the ratings of the underlying securities backing the
combination notes. The Composite Notes is composed of the Class E-
2 Notes, the Class F-2 Notes and the Subordinated Notes issued by
Attentus CDO II, Ltd. Neither of these three underlying component
notes is expected to receive any cash flow.

The principal methodologies used in this rating were "Using the
Structured Note Methodology to Rate CDO Combo-Notes" published in
February 2004, and " Moody's Approach to Rating TRUP CDOs"
published in May 2011.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. Moody's considers as well the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, and
specific documentation features. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors and judgments
regarding the nature and severity of credit stress on the
transactions, may influence the final rating decision.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


BANC OF AMERICA: Moody's Upgrades One and Affirms Six CMBS Classes
------------------------------------------------------------------
Moody's Investors Service (Moody's) upgraded one and affirmed six
classes of Banc of America Commercial Mortgage Inc. Commercial
Mortgage Pass-Through Certificates, Series 2001-1:

   -- Cl. X, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. G, Upgraded to A3 (sf); previously on Sep 16, 2010
      Downgraded to Baa2 (sf)

   -- Cl. H, Affirmed at B2 (sf); previously on Sep 16, 2010
      Downgraded to B2 (sf)

   -- Cl. J, Affirmed at Caa3 (sf); previously on Sep 16, 2010
      Downgraded to Caa3 (sf)

   -- Cl. K, Affirmed at Ca (sf); previously on Sep 16, 2010
      Downgraded to Ca (sf)

   -- Cl. L, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Sep 16, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The upgrade is due to an increase in subordination from payoffs
and amortization. The pool has paid down 93% since securitization
and 86% since last review.

The affirmations 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.

Moody's rating action reflects a cumulative base expected loss of
29.5% of the current balance compared to 9.2% at last review. The
current cumulative base expected loss represents a higher
percentage of the pool than at last review due to significant pay
downs since last review, even though the dollar amount of expected
loss is less. The current cumulative base expected loss is
$20.7 million compared to $46.5 million at last review. Moody's
provides a current list of base and stress scenario losses for
conduit and fusion CMBS transactions on moodys.com at:

   http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The primary methodology used in these ratings were "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000.

Moody's also considered "CMBS: Moody's Approach to Rating Large
Loan/Single Borrower Transactions" published in July 2000.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 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 estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating 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 estimates 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 2 compared to 25 at Moody's prior full 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 8.0 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 16, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

DEAL PERFORMANCE

As of the May 16, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $70.17
million from $948.13 million at securitization. The Certificates
are collateralized by 12 mortgage loans ranging in size from 2% to
23% of the pool, with the top ten loans representing 96% of the
pool.

One loan, representing 2.2% of the pool, is 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirteen loans have been liquidated from the pool since
securitization, resulting in an aggregate $39.4 million loss (17%
loss severity on average). Currently nine loans, representing 78%
of the pool, are in special servicing. The largest specially
serviced loan is the Talley Plaza Loan ($15.8 million -- 22.5% of
the pool), which is secured by a 223,400 square feet (SF) office
building located in Phoenix, Arizona. The loan transferred into
special servicing in February 2011 due to maturity default.
Strategic Financial Services (12.7% of NRA) vacated the property
at the end of 2010. As a result, the property was 72% leased as of
January 2011 compared to 79% at last review. The borrower has
requested an extension of the maturity date. The second largest
loan in special servicing is the Waretech Industrial Park Loan
($13.9 million -- 19.9% of the pool), which is secured by a
673,000 SF industrial property located in Grand Blanc, Michigan.
The loan transferred into special servicing in May 2009 due to
imminent default and the property was foreclosed on in July 2010.
The property was 80% leased as of December 2010 compared to 38% at
last review. The third largest loan in special servicing is the
Willows Corporate Center Loan ($9.4 million -- 13.4% of the pool),
which is secured by a 53,000 SF office complex in Redmond,
Washington. The loan transferred into special servicing in October
2010 due to the borrower offering title through a deed in lieu.

The master servicer has recognized an aggregate $14.1 million
appraisal reduction for four of the specially serviced loans.
Moody's has estimated an aggregate loss of $15.7 million (49%
expected loss on average) for six of the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 17.7% of the pool and has estimated a
$1.9 million loss (15% expected loss based on a 50% probability
default) from this troubled loan.

Based on the most recent remittance statement, Classes J through P
have experienced cumulative interest shortfalls totaling $4.66
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

Moody's was provided with full year 2009 and partial/full year
2010 operating results for 93% and 49% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 109% compared to 72% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 29% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
10.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 0.95X and 1.22X, respectively, compared to
1.68X and 1.64X 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 22% of the pool balance. The
largest loan is the Freeport Office Center IV Loan ($12.4 million
-- 17.7% of the pool), which is secured by 159,000 SF office
complex located in Irving, Texas. The loan had been in special
servicing due to a maturity default but was transferred back to
the master servicer April 2011 after the loan was extended to May
2012. The property had been 100% leased to the Ford Motor Company
but in May 2010 the renewed the leased for five years for
approximately 40% of the total leaseable area. Moody's is
concerned about the near-term refinance risk associated with this
loan and has recognized this as a troubled loan. Moody's LTV and
stressed DSCR are 142% and 0.69X, respectively, same at last full
review.


BANC OF AMERICA: S&P Lowers Rating on Class E Certs. to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage-backed securities (CMBS) from Banc
of America Commercial Mortgage Trust 2006-5, one of which S&P
lowered to 'D (sf)'. "In addition, we affirmed our ratings on
eight other classes from the same transaction," S&P said.

"The rating actions follow our analysis of the transaction
primarily using our U.S. conduit and fusion criteria. Our analysis
included a review of the credit characteristics of all of the
loans in the pool, the transaction structure, and the liquidity
available to the trust. In addition, accumulated interest
shortfalls, primarily due to appraisal subordinate entitlement
reductions (ASERs), prompted us to lower our rating on class E to
'D (sf)'. The downgrades of several certificate classes also
reflect credit support erosion we anticipate will occur upon the
resolution of 18 ($395.7 million, 18.9%) of the transaction's 20
($401.8 million, 19.18%) assets with the special servicer
and one ($3.4 million, 0.2%) loan we have determined to be credit-
impaired," S&P stated.

S&P continued, "Our analysis included a review of the credit
characteristics of all of the assets in the pool. Using servicer-
provided financial information, we calculated an adjusted debt
service coverage (DSC) of 1.30x and a loan-to-value (LTV) ratio of
112.7%. We further stressed the loans' cash flows under our 'AAA'
scenario to yield a weighted average DSC of 0.89x and an LTV
ratio of 148.1%. The implied defaults and loss severity under the
'AAA' scenario were 89.4% and 36.2%. All of the DSC and LTV
calculations exclude 18 ($395.7 million, 18.9%) of the
transaction's 20 ($401.8 million, 19.18%) assets with the special
servicer and one ($3.4 million, 0.2%) loan we determined to be
credit-impaired. We separately estimated losses for the excluded
specially serviced and credit-impaired assets and included them in
the 'AAA' scenario implied default and loss figures."

As of the May 10, 2011, remittance report, the trust had
experienced monthly interest shortfalls totaling $225,548. The
shortfalls were primarily related to ASER amounts totaling
$464,966 associated with nine of the specially serviced assets, as
well as special servicing fees of $80,303, workout fees of $3,265,
miscellaneous fees of $1,800, and other interest losses of $827.
The total interest shortfalls to the certificates were offset by
recovered interest totaling $319,639 and other interest proceeds
in the amount of $5,974. "Accumulated interest shortfalls on the
class E certificates have been outstanding for four months, and we
expect these shortfalls to remain outstanding for the foreseeable
future. We expect potential interest shortfalls for the class E
certificate as well. Consequently, we lowered the rating on this
class to 'D (sf)'. Our ratings action on classes C and D reflect
reduced liquidity support available to these classes, which makes
them susceptible to future interest shortfalls," S&P related.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels and liquidity that is
consistent with the outstanding ratings. "We affirmed our rating
on the class XP and class XC interest-only (IO) certificate based
on our current criteria," S&P noted.

                     Credit Considerations

As of the May 10, 2011, remittance report, 19 ($391.9 million,
18.7%) assets in the pool were with the special servicer, LNR
Partners Inc. "We were also notified by the master servicer, Bank
of America N.A., that the Westridge Office Center loan ($9.9
million, 0.5%) transferred to the special servicer after the
transfer report date. The payment status of the specially serviced
assets is: one ($15.8 million, 0.8%) is real estate owned (REO),
two ($69.0 million, 3.3%) are in foreclosure, eight ($201.8
million, 9.7%) are 90-plus-days delinquent, five ($82.9 million,
4.0%) are 60-days delinquent, three ($9.6 million, 0.5%) are 30-
days delinquent, and one ($21.7 million, 1.0%) is in maturity
default. Appraisal reduction amounts (ARAs) totaling $103.5
million were in effect for 10 specially serviced assets," S&P
stated. Details on the two largest assets with the special
servicer, which are also top 10 loans, are:

The Trinity Hotel Portfolio loan ($128.5 million, 6.1%) is the
largest loan with the special servicer and the third-largest loan
in the pool. It is secured by a portfolio of 13 cross-
collateralized and cross-defaulted hotel properties in eight
states, totaling 2,567 hotel rooms. The portfolio consists
of 10 full-service hotels, two limited-service hotels, and one
extended-stay hotel. The loan was transferred to the special
servicer in November 2009, and the payment status is 90-plus-days
delinquent. According to the special servicer, the lender and
borrower are working to finalize a deed in lieu of foreclosure.
The lender is also in discussions with the borrower to determine
if a possible forbearance agreement can be reached. There is an
ARA of $8.6 million in effect for this loan. The most recent
reported DSC and occupancy were 0.60x and 62% as of Dec. 31, 2010.
"We expect a moderate loss upon the resolution of this asset," S&P
related.

The Temecula Town Center loan ($66.6 million, 3.2%), the fifth-
largest in the pool, is secured by an anchored retail center
consisting of 14 one-story buildings containing 293,331-sq.-ft. of
net rentable space. It is located in Temecula, Calif. The loan was
transferred to the special servicer in August 2010 and is in
foreclosure. There is an ARA of $41.2 million in effect for
this loan. The most recent reported DSC was 1.29x as of Dec. 31,
2009. "We expect a significant loss upon the resolution of this
asset," S&P said.

The 18 remaining specially serviced assets have individual
balances that represent less than 1.5% of the total pool balance.
"Our expected losses for 16 of these specially serviced assets
ranged from 10.0% to 76.3%. Weighted by loan balance, the average
loss severity for these specially serviced assets was 36.6%. We do
not expect a loss for two loans with the special servicer. The
loans are secured by two cross-collateralized hotel properties in
Wisconsin," according to S&P.

"In addition to the specially serviced assets, we determined one
loan to be credit-impaired. The Comfort Suites Yakima loan
($3.4 million, 0.2%) is secured by a 59-room limited-service hotel
property in Yakima, Wash. The payment status of this loan is 30-
days delinquent. The most recent reported DSC and occupancy were
1.02x and 60% as of Dec. 31, 2009. We expect a moderate loss upon
the resolution of this asset," S&P added.

                         Transaction Summary

As of the May 10, 2011, trustee remittance report, the collateral
pool had a trust balance of $2.1 billion, down from $2.2 billion
at issuance. The pool currently includes 172 loans and one REO
asset. The master servicer, Bank of America N.A., provided
information for 97.1% of the nondefeased loans in the pool, all of
which was for interim 2009, full-year 2009, interim 2010, or
full-year 2010 data. "We calculated a weighted average DSC of
1.24x for the pool based on the reported figures. Our adjusted DSC
and LTV ratio were 1.30x and 112.7%, which exclude 18 ($395.7
million, 18.9%) of the transaction's 20 ($401.8 million, 19.18%)
assets with the special servicer and one ($3.4 million, 0.2%) loan
we have determined to be credit-impaired. If we included these 18
specially serviced assets and one credit impaired loan, our
adjusted DSC would have been 1.24x. We separately estimated losses
for the excluded specially serviced and credit-impaired assets and
included them in the 'AAA' scenario implied default and loss
figures," S&P elaborated.

To date, the trust has experienced principal losses of $48.6
million relating to ten assets. Thirty-eight ($385 million, 18.4%)
loans, including two of the top 10 loans in the pool, are on the
master servicers' watchlist. Thirty-five ($454.7 million, 21.7%)
loans in the pool have a reported DSC of less than 1.10x, and 24
($398.7 million, 19.0%) of these have a reported DSC below 1.00x.

                   Summary of Top 10 Loans

The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $855.8 million (40.9%). "Using
servicer-reported numbers, we calculated a weighted average DSC of
1.16x for the top 10 real estate loans. Our adjusted DSC and LTV
ratio for the top 10 loans were 1.21x and 118.4%, respectively,
which exclude two loans with the special servicer referenced in
the credit considerations section above. If we included these two
specially serviced top 10 loans, our adjusted DSC would have been
1.15x. Two of the top 10 loans appear on the master servicer's
watchlist," S&P related.

The Shoreham loan ($94.2 million, 4.5%) is the fourth-largest in
the pool and is secured by a 548-unit residential high-rise
apartment complex in the Lakeshore East part of Chicago. According
to the master servicer, the loan is on the watchlist because of
the property's low reported DSC. The most recent reported DSC and
occupancy were 0.98x and 91.1% as of Dec. 31, 2010.

The Citizens Bank Portfolio loan ($232.0 million, 4.9%) is the
seventh-largest in the pool and is secured by 52 freestanding
Citizens Bank and Charter One Bank branches in 10 states on a net
lease. The banks are part of RBS Citizens N.A. (A-/Stable/A-2).
According to the master servicer, the loan is on the watchlist
because of its anticipated repayment date in July 2011. The most
recent reported DSC and occupancy were 1.25x and 100% as of
Dec. 31, 2010.

Standard & Poor's stressed the assets in the pool according to its
criteria, and the analysis is consistent with its lowered and
affirmed ratings.

Ratings Lowered
Banc of America Commercial Mortgage Trust 2006-5
Commercial mortgage pass-through certificates series 2006-5
             Rating
Class  To              From          Credit enhancement (%)
A-M    BBB+ (sf)       A (sf)                        19.09
A-J    BB- (sf)        BBB (sf)                      10.53
B      B- (sf)         BB+ (sf)                       8.25
C      CCC (sf)        B+ (sf)                        7.05
E      D (sf)          CCC- (sf)                      4.64

Ratings Affirmed
Banc of America Commercial Mortgage Trust 2006-5
Commercial mortgage pass-through certificates series 2006-5

Class    Rating               Credit enhancement (%)
A-2      AAA (sf)                              29.80
A-3      AAA (sf)                              29.80
A-AB     AAA (sf)                              29.80
A-4      AAA (sf)                              29.80
A-1A     AAA (sf)                              29.80
D        CCC- (sf)                              5.71
XP       AAA (sf)                                N/A
XC       AAA (sf)                                N/A

N/A -- Not Applicable


BANK OF INTERNET: S&P Lowers Ratings on 3 Classes to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
10 classes from Bank of Internet Resecuritization Trust
2008-1, a U.S. residential mortgage-backed securities
(RMBS) resecuritized real estate mortgage investment conduit
(re-REMIC) transaction, and removed all of the lowered ratings
from CreditWatch negative. "In addition, we affirmed our ratings
on 139 classes from three other U.S. RMBS re-REMIC transactions
and removed all of them from CreditWatch negative. All four of the
transactions in this review pay interest entirely on a pro
rata basis," S&P related.

According to S&P, "On Dec. 15, 2010, we placed our ratings on 149
classes from the four transactions within this review on
CreditWatch negative, along with ratings from a group of other
RMBS re-REMIC securities. On April 1, 2011, we provided an update
on the CreditWatch placements and provided clarification regarding
our analysis of interest payment amounts within re-REMIC
transactions (see 'Standard & Poor's Provides An Update On
Outstanding RMBS Re-REMIC CreditWatch Placements And
Outlines Their Resolution')."

"Our ratings on the re-REMIC classes are intended to address the
timely payment of interest and principal. We reviewed the interest
and principal amounts due on the underlying securities, which are
then passed through to the applicable re-REMIC classes. When
performing this analysis, we applied our loss projections,
incorporating, where applicable, our recently revised loss
assumptions to the underlying collateral to identify the principal
and interest amounts that could be passed through from the
underlying securities under our rating scenario stresses. We
stressed our loss projections at various rating categories to
assess whether the re-REMIC classes could withstand the stressed
losses associated with their ratings while receiving timely
payment of interest and principal consistent with our criteria,"
S&P stated.

"In applying our loss projections we incorporated, where
applicable, our recently revised loss assumptions as outlined in
'Revised Lifetime Loss Projections For Prime, Subprime, And Alt-A
U.S. RMBS Issued In 2005-2007,' published on March 25, 2011, into
our review. Such updates pertain to the 2005-2007 vintage prime,
subprime, and Alternative-A (Alt-A) transactions; some of which
are associated with the re-REMICs we reviewed (see tables 1 and 2
for the overall prior and revised vintage- and product-specific
lifetime loss projections as percentages of the original structure
balance)," S&P noted.

Table 1
Lifetime Loss Projections For Prime And Subprime RMBS
(Percent of original balance)
           Prime RMBS      Subprime RMBS
            Aggregate        Aggregate
Vintage  Updated  Prior    Updated  Prior
2005         5.5   4.00      18.25  15.40
2006        9.25   6.60      38.25  35.00
2007       11.75   9.75      48.50  43.20

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
                            Fixed/
          Aggregate       long-reset
Vintage Updated  Prior  Updated  Prior
2005      13.75  11.25    12.75   9.60
2006      29.50  26.25    25.25  25.00
2007      36.00  31.25    31.75  26.25
         Short-reset
            hybrid        Option ARM
Vintage Updated  Prior  Updated  Prior
2005      13.25  14.75    15.50  13.25
2006      30.00  30.50    34.75  26.75
2007      41.00  40.75    43.50  37.50

"As a result of this review, we lowered our ratings on certain
classes based on our assessment as to whether there were principal
and interest shortfalls from the underlying securities that would
impair the re-REMIC classes at the applicable rating stresses. The
affirmations reflect our assessment of the likelihood that the re-
REMIC classes will receive timely interest and the ultimate
payment of principal under the applicable stressed assumptions,"
S&P related.

"All transactions pay interest on a pro rata basis. We based
our downgrades of the classes from Bank of Internet
Resecuritization Trust 2008-1 on our projections of principal
losses from the underlying security that would impair the re-REMIC
class under the applicable rating stress scenarios," S&P stated.

Rating Actions

Bank of Internet Resecuritization Trust 2008-1
Series      2008-1
                               Rating
Class      CUSIP       To                   From
A1         06279BAA4   B+ (sf)              AAA (sf)/Watch Neg
A2         06279BAB2   B+ (sf)              AAA (sf)/Watch Neg
A3         06279BAC0   B+ (sf)              AAA (sf)/Watch Neg
A4         06279BAD8   B+ (sf)              AAA (sf)/Watch Neg
A5         06279BAE6   B+ (sf)              AA (sf)/Watch Neg
A6         06279BAF3   B+ (sf)              AA (sf)/Watch Neg
A7         06279BAG1   B+ (sf)              AA (sf)/Watch Neg
A8         06279BAH9   B- (sf)              AA- (sf)/Watch Neg
A9         06279BAJ5   B- (sf)              AA- (sf)/Watch Neg
A10        06279BAK2   B- (sf)              AA- (sf)/Watch Neg

CSMC Series 2010-4R
Series      2010-4R
                               Rating
Class      CUSIP       To                   From
9-A-4      12643NMV6   BBB (sf)             BBB (sf)/Watch Neg
9-A-2      12643NMR5   AA (sf)              AA (sf)/Watch Neg
5-A-4      12643NFZ5   BBB (sf)             BBB (sf)/Watch Neg
9-A-12     12643NNM5   BBB (sf)             BBB (sf)/Watch Neg
5-A-10     12643NGM3   AA (sf)              AA (sf)/Watch Neg
9-A-1      12643NMP9   AAA (sf)             AAA (sf)/Watch Neg
9-A-10     12643NNH6   AA (sf)              AA (sf)/Watch Neg
9-A-X      12643NNZ6   BBB (sf)             BBB (sf)/Watch Neg
5-A-3      12643NFX0   A (sf)               A (sf)/Watch Neg
9-A-3      12643NMT1   A (sf)               A (sf)/Watch Neg
5-A-11     12643NGP6   A (sf)               A (sf)/Watch Neg
5-A-12     12643NGR2   BBB (sf)             BBB (sf)/Watch Neg
5-A-2      12643NFV4   AA (sf)              AA (sf)/Watch Neg
5-A-1      12643NFT9   AAA (sf)             AAA (sf)/Watch Neg
9-A-11     12643NNK9   A (sf)               A (sf)/Watch Neg

CSMC Series 2010-9R
Series      2010-9R
                               Rating
Class      CUSIP       To                   From
58-A-2     12644N5P7   AA (sf)              AA (sf)/Watch Neg
67-A-2     12644PDV0   AA (sf)              AA (sf)/Watch Neg
57-A-3     12644N4Z6   A (sf)               A (sf)/Watch Neg
68-A-8     12644PES6   AAA (sf)             AAA (sf)/Watch Neg
72-A-7     12644PJD4   AAA (sf)             AAA (sf)/Watch Neg
60-A-4     12644N6X9   BBB (sf)             BBB (sf)/Watch Neg
72-A-4     12644PJA0   BBB (sf)             BBB (sf)/Watch Neg
64-A-4     12644PCA7   BBB (sf)             BBB (sf)/Watch Neg
73-A-4     12644PJR3   BBB (sf)             BBB (sf)/Watch Neg
67-A-3     12644PDW8   A (sf)               A (sf)/Watch Neg
65-A-4     12644PCR0   BBB (sf)             BBB (sf)/Watch Neg
73-A-8     12644PJV4   AAA (sf)             AAA (sf)/Watch Neg
63-A-8     12644PBP5   AAA (sf)             AAA (sf)/Watch Neg
63-A-1     12644PBG5   AAA (sf)             AAA (sf)/Watch Neg
59-A-9     12644N6M3   AAA (sf)             AAA (sf)/Watch Neg
57-A-9     12644N5F9   AAA (sf)             AAA (sf)/Watch Neg
73-A-9     12644PJW2   AAA (sf)             AAA (sf)/Watch Neg
64-A-9     12644PCF6   AAA (sf)             AAA (sf)/Watch Neg
58-A-8     12644N5V4   AAA (sf)             AAA (sf)/Watch Neg
60-A-2     12644N6V3   AA (sf)              AA (sf)/Watch Neg
65-A-9     12644PCW9   AAA (sf)             AAA (sf)/Watch Neg
63-A-9     12644PBQ3   AAA (sf)             AAA (sf)/Watch Neg
71-A-9     12644PGQ8   AAA (sf)             AAA (sf)/Watch Neg
66-A-2     12644PDE8   AA (sf)              AA (sf)/Watch Neg
73-A-2     12644PJP7   AA (sf)              AA (sf)/Watch Neg
69-A-9     12644PFJ5   AAA (sf)             AAA (sf)/Watch Neg
61-A-8     12644PAH4   AAA (sf)             AAA (sf)/Watch Neg
68-A-7     12644PER8   AAA (sf)             AAA (sf)/Watch Neg
67-A-4     12644PDX6   BBB (sf)             BBB (sf)/Watch Neg
57-A-8     12644N5E2   AAA (sf)             AAA (sf)/Watch Neg
58-A-7     12644N5U6   AAA (sf)             AAA (sf)/Watch Neg
68-A-1     12644PEK3   AAA (sf)             AAA (sf)/Watch Neg
73-A-7     12644PJU6   AAA (sf)             AAA (sf)/Watch Neg
59-A-3     12644N6F8   A (sf)               A (sf)/Watch Neg
59-A-2     12644N6E1   AA (sf)              AA (sf)/Watch Neg
67-A-8     12644PEB3   AAA (sf)             AAA (sf)/Watch Neg
65-A-8     12644PCV1   AAA (sf)             AAA (sf)/Watch Neg
65-A-7     12644PCU3   AAA (sf)             AAA (sf)/Watch Neg
64-A-1     12644PBX8   AAA (sf)             AAA (sf)/Watch Neg
59-A-1     12644N6D3   AAA (sf)             AAA (sf)/Watch Neg
71-A-1     12644PGG0   AAA (sf)             AAA (sf)/Watch Neg
72-A-1     12644PGX3   AAA (sf)             AAA (sf)/Watch Neg
71-A-7     12644PGN5   AAA (sf)             AAA (sf)/Watch Neg
69-A-3     12644PFC0   A (sf)               A (sf)/Watch Neg
60-A-9     12644N7D2   AAA (sf)             AAA (sf)/Watch Neg
70-A-1     12644PFR7   AAA (sf)             AAA (sf)/Watch Neg
60-A-3     12644N6W1   A (sf)               A (sf)/Watch Neg
67-A-1     12644PDU2   AAA (sf)             AAA (sf)/Watch Neg
64-A-7     12644PCD1   AAA (sf)             AAA (sf)/Watch Neg
70-A-4     12644PFU0   BBB (sf)             BBB (sf)/Watch Neg
72-A-8     12644PJE2   AAA (sf)             AAA (sf)/Watch Neg
68-A-9     12644PET4   AAA (sf)             AAA (sf)/Watch Neg
67-A-9     12644PEC1   AAA (sf)             AAA (sf)/Watch Neg
58-A-3     12644N5Q5   A (sf)               A (sf)/Watch Neg
61-A-1     12644PAA9   AAA (sf)             AAA (sf)/Watch Neg
63-A-2     12644PBH3   AA (sf)              AA (sf)/Watch Neg
61-A-2     12644PAB7   AA (sf)              AA (sf)/Watch Neg
72-A-2     12644PGY1   AA (sf)              AA (sf)/Watch Neg
65-A-1     12644PCN9   AAA (sf)             AAA (sf)/Watch Neg
71-A-2     12644PGH8   AA (sf)              AA (sf)/Watch Neg
65-A-3     12644PCQ2   A (sf)               A (sf)/Watch Neg
70-A-7     12644PFX4   AAA (sf)             AAA (sf)/Watch Neg
58-A-1     12644N5N2   AAA (sf)             AAA (sf)/Watch Neg
63-A-3     12644PBJ9   A (sf)               A (sf)/Watch Neg
71-A-3     12644PGJ4   A (sf)               A (sf)/Watch Neg
57-A-1     12644N4X1   AAA (sf)             AAA (sf)/Watch Neg
64-A-2     12644PBY6   AA (sf)              AA (sf)/Watch Neg
59-A-8     12644N6L5   AAA (sf)             AAA (sf)/Watch Neg
73-A-3     12644PJQ5   A (sf)               A (sf)/Watch Neg
66-A-4     12644PDG3   BBB (sf)             BBB (sf)/Watch Neg
70-A-3     12644PFT3   A (sf)               A (sf)/Watch Neg
64-A-3     12644PBZ3   A (sf)               A (sf)/Watch Neg
70-A-8     12644PFY2   AAA (sf)             AAA (sf)/Watch Neg
66-A-9     12644PDM0   AAA (sf)             AAA (sf)/Watch Neg
69-A-1     12644PFA4   AAA (sf)             AAA (sf)/Watch Neg
66-A-1     12644PDD0   AAA (sf)             AAA (sf)/Watch Neg
72-A-3     12644PGZ8   A (sf)               A (sf)/Watch Neg
57-A-2     12644N4Y9   AA (sf)              AA (sf)/Watch Neg
64-A-8     12644PCE9   AAA (sf)             AAA (sf)/Watch Neg
69-A-2     12644PFB2   AA (sf)              AA (sf)/Watch Neg
63-A-7     12644PBN0   AAA (sf)             AAA (sf)/Watch Neg
69-A-4     12644PFD8   BBB (sf)             BBB (sf)/Watch Neg
69-A-7     12644PFG1   AAA (sf)             AAA (sf)/Watch Neg
63-A-4     12644PBK6   BBB (sf)             BBB (sf)/Watch Neg
66-A-8     12644PDL2   AAA (sf)             AAA (sf)/Watch Neg
68-A-2     12644PEL1   AA (sf)              AA (sf)/Watch Neg
60-A-1     12644N6U5   AAA (sf)             AAA (sf)/Watch Neg
61-A-7     12644PAG6   AAA (sf)             AAA (sf)/Watch Neg
61-A-4     12644PAD3   BBB (sf)             BBB (sf)/Watch Neg
59-A-4     12644N6G6   BBB (sf)             BBB (sf)/Watch Neg
67-A-7     12644PEA5   AAA (sf)             AAA (sf)/Watch Neg
60-A-7     12644N7B6   AAA (sf)             AAA (sf)/Watch Neg
70-A-9     12644PFZ9   AAA (sf)             AAA (sf)/Watch Neg
57-A-7     12644N5D4   AAA (sf)             AAA (sf)/Watch Neg
71-A-8     12644PGP0   AAA (sf)             AAA (sf)/Watch Neg
58-A-9     12644N5W2   AAA (sf)             AAA (sf)/Watch Neg
65-A-2     12644PCP4   AA (sf)              AA (sf)/Watch Neg
69-A-8     12644PFH9   AAA (sf)             AAA (sf)/Watch Neg
72-A-9     12644PJF9   AAA (sf)             AAA (sf)/Watch Neg
66-A-7     12644PDK4   AAA (sf)             AAA (sf)/Watch Neg
58-A-4     12644N5R3   BBB (sf)             BBB (sf)/Watch Neg
66-A-3     12644PDF5   A (sf)               A (sf)/Watch Neg
60-A-8     12644N7C4   AAA (sf)             AAA (sf)/Watch Neg
71-A-4     12644PGK1   BBB (sf)             BBB (sf)/Watch Neg
68-A-3     12644PEM9   A (sf)               A (sf)/Watch Neg
57-A-4     12644N5A0   BBB (sf)             BBB (sf)/Watch Neg
59-A-7     12644N6K7   AAA (sf)             AAA (sf)/Watch Neg
61-A-9     12644PAJ0   AAA (sf)             AAA (sf)/Watch Neg
61-A-3     12644PAC5   A (sf)               A (sf)/Watch Neg
73-A-1     12644PJN2   AAA (sf)             AAA (sf)/Watch Neg
68-A-4     12644PEN7   BBB (sf)             BBB (sf)/Watch Neg
70-A-2     12644PFS5   AA (sf)              AA (sf)/Watch Neg

JMAC Master Resecuritization Trust I Series 2009-B
Series      2009-B
                               Rating
Class      CUSIP       To                   From
17-A       46633WAS6   AAA (sf)             AAA (sf)/Watch Neg
50-A       46633WCB1   A (sf)               A (sf)/Watch Neg
25-A       46633WBA4   AAA (sf)             AAA (sf)/Watch Neg
37-A       46633WBN6   AAA (sf)             AAA (sf)/Watch Neg
33-A       46633WBJ5   AAA (sf)             AAA (sf)/Watch Neg
40-A       46633WBR7   AAA (sf)             AAA (sf)/Watch Neg
34-A       46633WBK2   AA (sf)              AA (sf)/Watch Neg
18-A       46633WAT4   AAA (sf)             AAA (sf)/Watch Neg
1-A        46633WAA5   BB (sf)              BB (sf)/Watch Neg
35-A       46633WBL0   AAA (sf)             AAA (sf)/Watch Neg
26-A       46633WBB2   AAA (sf)             AAA (sf)/Watch Neg
19-A       46633WAU1   AAA (sf)             AAA (sf)/Watch Neg


BEAR STEARNS: Fitch Downgrades 1 Class of BSCM 2003-TOP12
---------------------------------------------------------
Fitch Ratings has affirmed 13 and downgraded one class of Bear
Stearns Commercial Mortgage Securities Trust, series 2003-TOP12
(BSCM 2003-TOP12).

The downgrade to class N reflects an increase in Fitch modeled
losses across the pool. Fitch modeled losses of 1.8% of the
remaining pool; modeled losses of the original pool are at 1.3%,
including losses already incurred to date. Fitch expects the
modeled losses associated with the specially-serviced loan to
impact the non-rated class O.

The Negative Outlooks reflect the smaller-than-average class sizes
which continue to make those bonds susceptible to downgrade.

As of the May 2011 distribution date, the pool's aggregate
principal balance has been reduced by 40.3% to $639.45 million
from $1.161 billion at issuance, due to a combination of paydown
(40%) and realized losses (0.3%). Interest shortfalls totaling
$123,138 are currently affecting class O.

Fitch has identified 15 loans (21.8%) as Fitch Loans of Concern,
which includes one specially-serviced loan (0.8%) that is in
foreclosure.

The largest contributor to modeled losses is a specially-serviced
loan (0.8%) secured by a 50,300 square foot (sf) retail property
located in Delray Beach, Florida. The loan was transferred to
special servicing in January 2011 for payment default. The special
servicer is moving forward with foreclosure.

The second largest contributor to modeled losses is a loan secured
by a 30,284 sf industrial property located in Irvine, CA. The sole
tenant's lease expired during 2010 and did not renew. As of the
December 2010 rent roll, the property was fully vacant.

The third largest contributor to modeled losses is a loan secured
by a 27,600 sf retail property located in Las Vegas, Nevada.
Performance at the property remains below issuance levels. For
year-end (YE) 2010, the debt-service coverage was 0.81 times (x),
on a net-operating income (NOI) basis, up slightly from 0.65x at
YE 2009. Occupancy has declined to 63% at YE 2010 from 95.7% at
issuance.

Fitch has downgraded and assigned Recovery Rating (RRs) to this
class:

   -- $2.9 million class N to 'CCCsf/RR1' from 'B-sf/LS5'.

Additionally, Fitch has affirmed and revised Loss Severity (LS)
ratings and Outlooks for these classes:

   -- $69.6 million class A-3 at 'AAAsf/LS1'; Outlook Stable;

   -- $487.3 million class A-4 at 'AAAsf/LS1'; Outlook Stable;

   -- $30.5 million class B to 'AAAsf/LS3' from 'AAAsf/LS2';
      Outlook Stable;

   -- $31.9 million class C to 'AA+sf/LS3' from 'AA+sf/LS2';
      Outlook Stable;

   -- $13.1 million class D to 'AAsf/LS4' from 'AAsf/LS3'; Outlook
      Stable;

   -- $14.5 million class E to 'Asf/LS4' from 'Asf/LS3'; Outlook
      Stable;

   -- $7.3 million class F to 'A-sf/LS5' from 'A-sf/LS4'; revise
      Outlook to Negative from Stable;

   -- $7.3 million class G to 'BBB+sf/LS5' from 'BBB+sf/LS4';
      revise Outlook to Negative from Stable;

   -- $5.8 million class H to 'BBBsf/LS5' from 'BBBsf/LS4'; revise
      Outlook to Negative from Stable;

   -- $5.8 million class J to 'BB+sf/LS5' from 'BB+sf/LS4'; revise
      Outlook to Negative from Stable;

   -- $2.9 million class K at 'BBsf/LS5'; revise Outlook to
      Negative from Stable;

   -- $2.9 million class L at 'BB-sf/LS5'; revise Outlook to
      Negative from Stable;

   -- $2.9 million class M at 'Bsf/LS5'; revise Outlook to
      Negative from Stable.

Classes A-1 and A-2 have paid in full.

Fitch has withdrawn the rating on the interest-only classes X-1
and X-2.


BEAR STEARNS: Fitch Ratings Affirms Bear Stearns 2000-WF1
--------------------------------------------------------
Fitch Ratings affirms two classes and downgrades one class of Bear
Stearns Commercial Mortgage Securities Trust commercial mortgage
pass through certificates, series 2000-WF1.

The affirmations are due to sufficient credit enhancement after
consideration for both defeased loans and expected losses on the
specially serviced loans. The downgrades are due to expectation of
losses on specially serviced loans and the increased concentration
of the pool as only 16 non-defeased loans remain in the pool. As
of the May 2011 distribution date, the pool's certificate balance
has paid down 95.6% to $39.4 million from $888.3 million at
issuance.

There are 28 remaining loans from the original 181 loans at
issuance. Of the remaining loans, nine loans (31.3%) have
defeased.

There are three specially serviced assets (36.8%) in the pool. Of
the three assets, one loan (10.8%) is current and two assets
(26.0%) are real estate owned (REO).

Fitch expects losses of 12.9% or $5.1 million from loans in
special servicing and loans that cannot refinance at maturity
based on Fitch's refinance test. These losses will be absorbed by
the rated class I.

The largest contributor to losses is the REO IDC Petaluma asset
which is a 86,486 square foot (sf) industrial property in
Petaluma, CA, in the San Francisco metropolitan statistical area
(MSA). The subject is a vacant industrial building that was
foreclosed upon in July 2010 and subsequently sold in May 2011.

The second largest contributor to losses is the REO Northwest
Executive Center asset which is a 29,772 sf suburban office
property in Las Vegas, NV. Foreclosure occurred in March 2010 and
the property is anticipated to be marketed for sale.

Fitch stressed the cash flow of the non-defeased loans by applying
a 5% reduction to the most recent year-end net operating income
and applying an adjusted market cap rate to determine value.

Fitch affirms and revises the Loss Severity (LS) ratings for these
classes:

   -- $5.1 million class F at 'AAAsf'; LS to 'LS1' from 'LS5';
      Outlook Stable;

   -- $15.5 million class G at 'A+sf'; LS to 'LS1' from 'LS5';
      Outlook to Stable from Negative.

Additionally, Fitch downgrades this class:

   -- $13.3 million class H to 'CCCsf/RR6' from 'B-sf/LS5'.

Fitch does not rate class M. Classes A-1, A-2, B, C, D and E have
paid in full. Fitch maintains the rating of 'D/RR5' on class I and
'D/RR6' on classes J, K and L. Additionally, Fitch withdraws the
ratings of the interest only class X.


BEAR STEARNS: Moody's Affirms 13 CMBS Classes of BSCMS 2002-TOP6
----------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 13
classes of Bear Stearns Commercial Mortgage Securities Trust 2002-
TOP6, Commercial Mortgage Pass-Through Certificates, Series 2002-
TOP6:

   -- Cl. A-2, Affirmed at Aaa (sf); previously on Mar 20, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl. X-1, Affirmed at Aaa (sf); previously on Mar 20, 2002
      Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Affirmed at Aaa (sf); previously on May 4, 2007
      Upgraded to Aaa (sf)

   -- Cl. C, Affirmed at Aa2 (sf); previously on Sep 25, 2008
      Upgraded to Aa2 (sf)

   -- Cl. D, Affirmed at A2 (sf); previously on May 4, 2007
      Upgraded to A2 (sf)

   -- Cl. E, Affirmed at Baa2 (sf); previously on Nov 28, 2005
      Confirmed at Baa2 (sf)

   -- Cl. F, Affirmed at Baa3 (sf); previously on Nov 28, 2005
      Confirmed at Baa3 (sf)

   -- Cl. G, Affirmed at Ba2 (sf); previously on Aug 26, 2010
      Downgraded to Ba2 (sf)

   -- Cl. H, Affirmed at Ba3 (sf); previously on Aug 26, 2010
      Downgraded to Ba3 (sf)

   -- Cl. J, Affirmed at B3 (sf); previously on Aug 26, 2010
      Downgraded to B3 (sf)

   -- Cl. K, Affirmed at Caa3 (sf); previously on Aug 26, 2010
      Downgraded to Caa3 (sf)

   -- Cl. L, Affirmed at C (sf); previously on Aug 26, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Aug 26, 2010
      Downgraded to C (sf)

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed 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.

Moody's rating action reflects a cumulative base expected loss of
1.8% of the current balance. At last full review, Moody's
cumulative base expected loss was 1.7%. Moody's stressed scenario
loss is 5.3% of the current balance. Moody's provides a current
list of base and stress scenario losses for conduit and fusion
CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 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 estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating 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 estimates 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 20 compared to 24 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated August 26, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the May 16, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 39% to $685.7
million from $1.12 billion at securitization. The Certificates are
collateralized by 113 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 46%
of the pool. The pool contains two loans, representing 11% of the
pool with investment grade credit estimates. Nineteen loans,
representing 19% of the pool, have defeased and are collateralized
with U.S. Government securities.

Seventeen loans, representing 7% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Two loans have been liquidated from the pool, resulting in a $13.1
million loss (42% loss severity on average). Currently five loans,
representing 2% of the pool, are in special servicing. The master
servicer has recognized an aggregate $2.7 million appraisal
reduction for the specially serviced loans. Moody's has estimated
an aggregate loss of $4.1 million (32% expected loss on average)
for the specially serviced loans.

Moody's was provided with full year 2009 and partial year 2010
operating results for 96% and 95%, respectively, of the non-
defeased pool. Excluding specially serviced loans, Moody's
weighted average LTV is 69%, the same as at last full 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 9.9%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.70X and 1.79X, respectively, compared to 1.64X and
1.75X 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 estimate is the Regent Court Loan
($49.3 million -- 7.2% of the pool), which is secured by a 567,000
square foot (SF) Class A office building located in Dearborn,
Michigan. The property is 100% leased to the Ford Motor Company
(Moody's senior unsecured rating Ba3, positive outlook) through
December 2016. The loan is co-terminus with the lease and
amortizes over a 15-year period. The loan has amortized by
approximately 9% since last review. Despite amortization, Moody's
value reflect Moody's concerns about single tenant exposure and
weak Detroit economic conditions. Moody's current underlying
rating and stressed DSCR are Baa3 and 1.94X, respectively,
compared to Baa3 and 1.69X at last review.

The second loan with a credit estimate is the Best Buy Portfolio
Loan ($23.7 million -- 3.5% of the pool), which is secured by a
portfolio of 12 retail properties totaling 481,000 SF and located
in seven states. All of the properties are 100% leased to Best Buy
Co, Inc. (Moody's senior unsecured rating Baa2, stable outlook)
under a master lease through April 2018. Moody's underlying rating
and stressed DSCR are Baa1 and 1.70X, respectively, compared to
Baa1 and 1.67X at last review.

The top three performing loans represent 25% of the pool balance.
The largest performing loan is the Coliseum Centre Loan ($63.5
million -- 9.3% of the pool), which is secured by six Class A
suburban office buildings totaling 974,000 SF. The buildings are
situated in an office park located approximately five miles from
downtown Charlotte, North Carolina. The largest tenants are
Compass Group USA (20% of the net rentable area (NRA); lease
expires in 12/2013), Linsco Private Ledger (15% of the NRA; lease
expires in 10/2016) and Goodrich Corp. (12% of the NRA; lease
expires in 5/2018). As of November 2010, the portfolio was 80%
leased compared to 84% at last review. Financial performance has
deteriorated since last review due to decreased rental income from
the increased vacancy. Moody's LTV and stressed DSCR are 92% and
1.18X, respectively, compared to 86% and 1.26X at last review.

The second largest performing loan is the Bank One Center Loan
($57.6 million -- 8.4% of the pool), which is secured by a 1.0
million SF Class A office building located in the New Orleans,
Louisiana. The largest tenants are Capital One Bank (Moody's
senior unsecured rating Baa1, stable outlook; 24% of the NRA;
lease expires in 12/2015), Jones Walker LLP (14% of the NRA; lease
expires in 12/2015) and JPMorgan Chase & Co. (Moody's senior
unsecured rating Aa3, negative outlook; 6% of the NRA; lease
expires in 1/2021). As of September 2010, the property was 94%
leased, essentially the same since last review. Despite unchanged
occupancy, performance has slightly declined due to decreases in
rental income. Moody's LTV and stressed DSCR are 92% and 1.29X,
respectively, compared to 88% and 1.35X at last review.

The third largest performing loan is the Capital City Mall Loan
($48.5 million -- 7.1% of the pool), which is secured by the
borrower's interest in a 608,000 SF regional mall located in
suburban Harrisburg, Pennsylvania. The property is anchored by JC
Penney, Sears and Macy's (not part of the collateral). As of
December 2010, in-line shop occupancy was 95% compared to 92% at
last review. Total occupancy was 98%, essentially the same since
last review. Moody's LTV and stressed DSCR are 66% and 1.46X,
respectively, the same as at last review.


BLACKROCK SENIOR: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2b, A-3, B, C, and D notes from BlackRock Senior Income
Series V Ltd. and affirmed its rating on the class A-2a notes. "At
the same time, we removed our ratings on the class A-1, A-2a,
A-2b, A-3, and B notes from CreditWatch, where we placed them with
positive implications on March 1, 2011," S&P said.

BlackRock Senior Income Series V Ltd. is a collateralized loan
obligation (CLO) transaction managed by BlackRock Financial
Management Inc. The portfolio primarily consists of senior secured
leverage loans denominated in U.S. dollars, euros, and British
pounds. The class A-1 multi-currency revolver can be issued in any
one of three currencies (USD, EUR, GBP).

"The upgrades reflect the improved performance we have observed in
the transaction's underlying asset portfolio since our last rating
action in March 2010. The affirmation reflects the sufficient
credit support available at the current rating level," S&P said.

According to the May 5, 2011, trustee report, the transaction held
$2.2 million in defaulted assets and about $9 million in 'CCC'
rated assets. This was down from $7.5 million in defaulted assets
and $13 million in 'CCC' rated assets as of the Feb. 5, 2010,
trustee report.

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

Rating and CreditWatch Actions

BlackRock Senior Income Series V Ltd.
                    Rating
Class           To          From
A-1             AA- (sf)    A+ (sf)/Watch Pos
A-2a            AA+ (sf)    AA+ (sf)/Watch Pos
A-2b            AA- (sf)    A+ (sf)/Watch Pos
A-3             AA- (sf)    A+ (sf)/Watch Pos
B               A+ (sf)     A- (sf)/Watch Pos
C               BBB+ (sf)   BBB- (sf)
D               BB+ (sf)    CCC- (sf)


BMI CLO: S&P Gives 'BB' Rating on Class D Floating-Rate Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to BMI CLO
I/BMI CLO I Corp.'s $366 million floating-rate notes.

The transaction is a cash flow collateralized loan obligation
securitization of a revolving pool consisting primarily of broadly
syndicated senior secured loans.

The ratings reflect S&P's assessment 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 (CDO) criteria, (see 'Update To
    Global Methodologies And Assumptions For Corporate Cash Flow
     And Synthetic CDOs,' published Sept. 17, 2009).

    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 investment manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the rated notes, which we assessed using
    our cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.30%-12.35%," S&P related.

    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.

Ratings Assigned
BMI CLO I/BMI CLO I Corp.

Class                     Rating       Amount (mil. $)
A-1                       AAA (sf)               259.0
A-2                       AA (sf)                 27.0
B (deferrable)            A (sf)                  35.0
C (deferrable)            BBB (sf)                22.0
D (deferrable)            BB (sf)                 23.0
Subordinated notes        NR                      42.4

NR -- Not rated.


C-BASS CBO: Fitch Ratings Affirms 3 Classes of Notes
----------------------------------------------------
Fitch Ratings has affirmed three classes of notes issued by C-BASS
CBO VII, Ltd./Corp. (C-BASS VII):

   -- $13,117,409 class B notes at 'AAsf/LS5'; Outlook revised to
      Stable from Negative;

   -- $20,000,000 class C notes at 'BBsf/LS5'; Outlook revised to
      Stable from Negative;

   -- $14,575,580 class D notes at 'CCCsf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'. Fitch
also considered additional qualitative factors into its analysis
to conclude the rating actions for the rated notes.

Since Fitch's last rating action in June 2010, the credit quality
of the underlying collateral has declined further, with
approximately 36.9% of the portfolio downgraded a weighted average
of 3.3 notches. Approximately 70.8% of the current portfolio has a
Fitch derived rating below investment grade and 57% has a rating
in the 'CCC' rating category or lower, compared to 62.9% and 48.7%
respectively, at last review.

The affirmations of the class B, class C and class D notes are due
to amortization of the capital structure offsetting the
deterioration in the portfolio. The class A notes were paid in
full on the February 2011 distribution date and the class B notes
have received $6.9 million, or approximately 34.4% of their
original balance. While all the coverage tests are passing their
respective covenants, a portion of the principal repayment has
been due to interest collections because interest proceeds from
defaulted assets are reclassified as principal collections. This
has increased credit enhancement levels sufficiently to mitigate
the increased risk in the underlying portfolio.

Fitch has revised the Outlook to Stable for the class B and class
C notes reflecting its view that the notes have sufficient credit
enhancement to offset potential further deterioration in the
underlying portfolio over the next one to two years. Fitch does
not assign Rating Outlooks to classes rated 'CCC' or below.

The Loss Severity (LS) rating of 'LS5' for the class B and class C
notes indicates the tranches' potential loss severity given
default, as evidenced by the ratio of tranche size to the base-
case loss expectation for the collateral, as explained in Fitch's
'Criteria for Structured Finance Loss Severity Ratings'. The LS
rating should always be considered in conjunction with the notes'
long-term credit rating. Fitch does not assign LS ratings to
tranches rated 'CCC' or below.

C-BASS VII is a cash flow structured finance collateralized debt
obligation (SF CDO) that closed on July 30, 2003. The portfolio is
currently monitored by NIC Management LLC, an affiliate of
Newcastle Investment Corp., who became the substitute collateral
manager for Credit-Based Asset Servicing & Securitization, LLC on
Feb. 10, 2011. The portfolio is comprised of 78.3% residential
mortgage-backed securities, 14% commercial and consumer asset-
backed securities, and 7.8% SF CDOs from 1998 through 2003 vintage
transactions.


CD 2006-3: S&P Cuts Ratings on 3 Classes of Certs. to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage-backed securities (CMBS) from CD
2006-CD3 Mortgage Trust. "In addition, we affirmed our ratings on
nine other classes from the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. CMBS conduit/fusion criteria. Our rating
actions also reflect the transaction structure and available
liquidity support to the rated certificates," S&P noted.

Using servicer-provided financial information, Standard & Poor's
calculated an adjusted debt service coverage (DSC) of 1.34x and an
adjusted loan-to-value (LTV) ratio of 114.3%. "We further stressed
the loans' cash flows under our 'AAA' scenario to yield a weighted
average DSC of 0.86x and an LTV ratio of 163.8%. The implied
defaults and loss severity under the 'AAA' scenario were 79.9% and
38.0%. The DSC and LTV calculations exclude 26 ($526.1 million,
15.4%) of the 31 ($635.1 million, 18.6%) specially serviced
assets, and seven loans ($53.1 million, 1.6%) we determined to be
credit-impaired. We separately estimated losses for these 33
excluded assets and included them in our 'AAA' scenario implied
default and loss figures," S&P said.

As of the May 17, 2011, remittance report, the trust experienced
$1,424,366 in interest shortfalls, primarily due to appraisal
subordinate entitlement reductions (ASERs) that are generating
monthly shortfalls of $1,215,284. There are accumulated interest
shortfalls affecting class D and all of the classes subordinate to
it. "We expect interest shortfalls affecting classes G, H, and
J, which have experienced shortfalls for the past four, four, and
five consecutive months respectively, to continue for the
foreseeable future. As a result, we lowered our ratings on classes
G, H, and J to 'D (sf)'," S&P related.

"The affirmations of the ratings on the principal and interest
classes reflect subordination and liquidity support levels that we
consider to be consistent with the outstanding ratings. We
affirmed our ratings on the class XP and XS interest-only (IO)
certificates based on our current criteria," S&P added.

                     Credit Considerations

As of the May 17, 2011, trustee remittance report, 31 assets
($635.1 million, 18.6%) in the pool were with the special
servicer, J.E. Robert Co. Inc. The reported payment status of the
specially serviced assets is: four ($63.6 million, 1.9%) are real
estate owned (REO), six ($57.4 million, 1.7%) are in foreclosure,
13 ($332.5 million, 9.8%) are 90-plus days delinquent, two ($10.6
million, 0.3%) are 60 days delinquent, one ($55.0 million, 1.6%)
is 30 days delinquent, three ($76.9 million, 2.3%) are late but
less than 30 days delinquent, and two ($39.1 million, 1.2%) are
current. Twenty-five of the specially serviced assets ($493.2
million, 14.5%) have appraisal reduction amounts (ARAs) in effect
totaling $215.4 million. Details of the largest specially serviced
assets are:

The High Point Furniture Mart loan ($188.6 million, 5.5%) is the
third-largest loan in the pool, and the largest asset with the
special servicer. The loan is secured by eight home trade mart
showroom properties totaling 2,030,379 sq. ft. on 15.6 acres in
High Point, N.C. According to the special servicer, the properties
were sold by the receiver subject to assumption of the loan on
modified terms, which include a $52.0 million principal write-
down, and a $27.9 million principal paydown.

The 660 South Figueroa Tower loan ($62.0 million, 1.8%) is the
10th-largest loan in the pool and the second-largest asset with
the special servicer. The loan is secured by a 278,900-sq.-ft.
office in Los Angeles. The special servicer has indicated that it
has gathered data for a possible note sale. Standard & Poor's
expects a significant loss upon the eventual resolution of this
asset.

The 29 remaining specially serviced assets ($384.4 million, 11.3%)
have individual balances that represent less than 1.7% of the
total pool balance. "We estimated losses for 24 of these assets
($275.5 million, 8.1%) resulting in a weighted average loss
severity of 44.0%. The remaining five assets, for the most part,
appear to be headed for loan modification or a return to the
master servicer," according to S&P.

"In addition to the specially serviced assets, we determined seven
loans ($53.1 million, 1.6%) to be credit-impaired.  The largest of
these, the Hilton - Northbrook ($21.6 million, 0.6%) loan, is
secured by a 248-room lodging property in Northbrook, Ill. The
loan appears on the master servicers' combined watchlist for low
DSC. As of December 2010, reported DSC and occupancy were 0.11x
and 55.0%, respectively. Given the weak reported performance, we
consider this loan to be at an increased risk of default and
loss," S&P stated.

The six remaining credit-impaired loans have individual balances
that represent less than 0.3% of the total pool balance. "Current
reporting information was available for five of these loans, and
based on this information, we calculated a weighted average DSC of
0.32x. Given the poor reported performance of these loans, we
consider them to be at increased risk of default and loss," S&P
noted.

                     Transaction Summary

As of the May 17, 2011, trustee remittance report, the aggregate
pool balance was $3.41 billion, which represents 95.5% of the
aggregate pool balance at issuance. There are 183 loans and four
REO assets in the pool, down from 192 loans at issuance. The
master servicers, Berkadia Commercial Mortgage LLC and Wells Fargo
Commercial Mortgage Servicing, provided financial information for
87.6% of the loans in the pool, 58.1% of which was full-year 2010
or interim-2011 data, with the balance reflecting full-year 2009
data. "We calculated a weighted average DSC of 1.32x for the pool
based on the reported figures. Our adjusted DSC and LTV ratio were
1.34x and 114.3%, which exclude 26 ($526.1 million, 15.4%) of the
31 ($635.1 million, 18.6%) specially serviced assets, and seven
loans ($53.1 million, 1.6%) which we determined to be credit-
impaired. Current financial information was available for 20 of
these 33 excluded assets, which we used to calculate a weighted
average reported DSC of 0.83x. Fifty-four loans ($871.0 million,
25.5%) are on the master servicers' combined watchlist. Forty-
eight loans ($647.2 million, 19.0%) have reported DSC below 1.10x,
36 of which ($464.5 million, 13.6%) have reported DSC below 1.00x.
The transaction has realized principal losses totaling
$30.1 million," S&P stated.

                    Summary of Top 10 Loans

The top 10 loans have an aggregate pool balance of $1.46 billion
(42.8%). "Using servicer-reported numbers, we calculated a
weighted average DSC of 1.42x for the top 10 loans. Our adjusted
DSC and LTV figures were 1.34x and 105.4%. Two of the top 10 loans
are with the special servicer. Two of the top 10 loans appear on
the master servicers' combined watchlist," said S&P.

The Ala Moana Portfolio loan ($262.4 million, 7.7%) is the largest
loan in the pool and is on the watchlist. The loan is secured by
two retail properties totaling 1.62 million sq. ft. and two office
properties totaling 369,280 sq. ft. in Honolulu, Hawaii. The loan
appears on the watchlist due to low reported DSC, which was 1.31x
as of September 2010. Reported occupancy was 94.9% as of the same
period.

The Hay-Adams loan ($75.0 million, 2.2%) is the ninth-largest loan
in the pool and the second-largest loan on the watchlist. The loan
is secured by a 145-room full-service luxury hotel in Washington
D.C. (located directly across from the White House). The loan
appears on the watchlist due to low reported DSC. As of March
2011, reported cash flow was insufficient to pay all property
operating expenses. Reported occupancy was 70.6% as of December
2010.

Standard & Poor's stressed the loans in the pool according to its
criteria. The analysis is consistent with S&P's lowered and
affirmed ratings.

Ratings Lowered

CD 2006-CD3 Mortgage Trust
Commercial mortgage pass-through certificates

             Rating
Class     To           From          Credit enhancement (%)
A-J       BB (sf)      BBB- (sf)                      11.42
A-1A      BB (sf)      BBB- (sf)                      11.42
B         BB- (sf)     BB+ (sf)                       10.76
C         B+ (sf)      BB (sf)                         9.19
D         B (sf)       BB- (sf)                        8.28
E         CCC+ (sf)    BB- (sf)                        7.62
F         CCC (sf)     B+ (sf)                         6.84
G         D (sf)       B+ (sf)                         5.53
H         D (sf)       B (sf)                          4.35
J         D (sf)       CCC- (sf)                       3.17

Ratings Affirmed

CD 2006-CD3 Mortgage Trust
Commercial mortgage pass-through certificates

Class  Rating                Credit enhancement (%)
A-2    AAA (sf)                               36.31
A-3    AAA (sf)                               36.31
A-AB   AAA (sf)                               36.31
A-4    AAA (sf)                               36.31
A-5    AAA (sf)                               36.31
A-1S   AAA (sf)                               36.31
A-M    A+ (sf)                                26.69
XP     AAA (sf)                                 N/A
XS     AAA (sf)                                 N/A

N/A -- Not applicable.


CD 2006-CD2: S&P Lowers Rating on Class E Certs. to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage-backed securities (CMBS) from CD
2006-CD2 Mortgage Trust. "In addition, we affirmed our ratings on
nine other classes from the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. CMBS conduit/fusion criteria. The actions
also reflect the transaction structure, credit enhancement
erosion, and available liquidity support to the trust's
certificates," S&P noted.

Using servicer-provided financial information, Standard & Poor's
calculated an adjusted debt service coverage (DSC) of 1.31x and an
adjusted loan-to-value (LTV) ratio of 112.3%. "We further stressed
the loans' cash flows under our 'AAA' scenario to yield a weighted
average DSC of 0.88x and an LTV ratio of 146.9%. The implied
defaults and loss severity under the 'AAA' scenario were 86.4% and
37.1%. The DSC and LTV calculations exclude 10 ($333.5 million,
12.1%) of the 14 ($375.1 million, 13.6%) specially serviced
assets, and one loan ($6.6 million, 0.2%) that we determined to be
credit-impaired. We separately estimated losses for these 11
excluded assets and included them in our 'AAA' scenario implied
default and loss figures," S&P stated.

As of the May 17, 2011, remittance report, the trust experienced
$1,149,313 in interest shortfalls, primarily due to appraisal
subordinate entitlement reductions (ASERs) that are generating
monthly shortfalls of $886,172. There are accumulated interest
shortfalls affecting class D and all of the classes subordinate to
it. "We expect shortfalls affecting class E, which has experienced
shortfalls for the past three consecutive months, to continue for
the foreseeable future. As a result, we lowered our rating on
class E to 'D (sf)'," S&P said.

"The affirmations of the ratings on the pooled principal and
interest classes reflect subordination and liquidity support
levels that we consider to be consistent with the outstanding
ratings. We affirmed our rating on the class X interest-only (IO)
certificate based on our current criteria," S&P continued.

The affirmations of the ratings on the 'VPM-1' and 'VPM-2'
nonpooled (raked) certificates reflect our analysis of the Villas
Parkmerced loan, the largest loan in the pool. The 'VPM-1' and
'VPM-2' raked certificates derive 100% of their cash flows from
the nonpooled portion of this loan. The rating affirmations
reflect the stable operating performance of the collateral
property.

                     Credit Considerations

As of the May 17, 2011, trustee remittance report, 14 assets
($375.1 million, 13.6%) in the pool were with the special
servicer, LNR Partners LLC. The reported payment status of the
specially serviced assets is: one ($60.3 million, 2.2%) is real
estate owned (REO), four ($115.8 million, 4.2%) are in
foreclosure, three ($32.3 million, 1.2%) are 90-plus-days
delinquent, one ($5.3 million, 0.2%) is 30 days delinquent, one
($125.0 million, 4.5% is a matured balloon loan, three ($28.2
million, 1.0%) are late but less than 30 days delinquent, and one
($8.1 million, 0.3%) is current. Seven of the specially serviced
assets ($290.3 million, 10.5%) have appraisal reduction amounts
(ARAs) in effect totaling $171.1 million. Details of the largest
specially serviced assets are:

The Valley View Center ($125.0 million, 4.5%) loan is the largest
asset with the special servicer, and the second-largest loan in
the pool. The loan is secured by a 733,459-sq.-ft. retail property
in Dallas, Texas. The loan was transferred to the special servicer
on May 24, 2010, due to imminent default and the current payment
status is matured balloon. As of year-end 2009, reported DSC and
occupancy were 0.68x and 54.1%. There is an ARA of $95.2 million
in effect against the asset. Standard & Poor's expects a
significant loss upon the eventual resolution of this asset.

The Rock Pointe Corporate Center ($64.8 million, 2.4%) is the
second-largest asset with the special servicer and the fourth-
largest loan in the pool. The loan is secured by a 565,746-sq.-ft.
office property in Spokane, Wa. The loan was transferred to the
special servicer on July 15, 2009, due to payment default.
According to the special servicer, the court has granted the
lender's motion to proceed with foreclosure. There is a $31.1
million ARA in effect against the asset. Standard & Poor's expects
a significant loss upon the eventual resolution of this asset.

The Beyman Multifamily Portfolio ($60.3 million, 2.2%) is the
third-largest asset with the special servicer and the fifth-
largest asset in the pool. The REO asset is a 252-unit multifamily
property in Germantown, Tenn., and a 399-unit multifamily property
in Phoenix, Ariz. The asset was transferred to the special
servicer due to monetary default. As of September 2009, the
reported consolidated DSC was 0.90x. A $21.1 million ARA is in
effect against the asset. Standard & Poor's expects a significant
loss upon the eventual resolution of this asset.

The 11 remaining specially serviced assets ($124.9 million, 4.5%)
have individual balances that represent less than 0.8% of the
total pool balance. "We estimated losses for six of these assets
($83.3 million, 3.0%) resulting in a weighted average loss
severity of 49.2%. The remaining five assets are potential
candidates for loan modifications," S&p said.

S&P related, "In addition to the specially serviced assets, we
determined one loan ($6.6 million, 0.2%) to be credit-impaired.
The Fairfield Inn by Marriot - Chesapeake, VA loan is secured by a
105-room lodging property in Chesapeake, Va. The borrower has been
delinquent in the past, and the loan is currently reported as 30
days delinquent. Reported DSC and occupancy were 0.27x and 66.0%
as of March 2010 and September 2010. Given the poor reported
performance, we consider this loan to be at an increased risk of
default and loss."

                     Transaction Summary

As of the May 17, 2011, trustee remittance report, the aggregate
pooled trust balance was $2.76 billion, which represents 90.3% of
the aggregate pooled trust balance at issuance. There are 186
loans and two REO assets in the pool, down from 197 loans at
issuance. The master servicers, Midland Loan Services and Wells
Fargo Bank N.A., provided financial information for 98.3% of the
loans in the pool, 67.6% of which was interim- or full-year 2010
data, with the balance reflecting interim- or full-year 2009 data.
"We calculated a weighted average DSC of 1.33x for the pool based
on the reported figures. Our adjusted DSC and LTV ratio were 1.31x
of 112.3%, respectively, which exclude 10 ($333.5 million, 12.1%)
of the 14 ($375.1 million, 13.6%) specially serviced assets, and
one loan ($6.6 million, 0.2%), which we determined to be credit-
impaired. Forty-one loans ($578.8 million, 20.9%) are on the
master servicers' combined watchlist. Thirty-six loans ($655.0
million, 23.7%) have reported DSC below 1.10x, 27 of which ($565.3
million, 20.4%) have reported DSC below 1.00x. The transaction has
realized five principal losses totaling $41.5 million," S&P
related.

         Summary of Top 10 Assets Secured by Real Estate

The top 10 assets secured by real estate have an aggregate
outstanding pooled balance of $878.8 million (31.8%). "Using
servicer-reported numbers, we calculated a weighted average DSC of
1.30x for the top 10 assets. Our adjusted DSC and LTV figures were
1.24x and 118.8%. Three of the top 10 assets are with the special
servicer. Two of the top 10 assets appear on the master servicers'
combined watchlist and are discussed below," S&P said.

The largest loan in the pool, the Villas Parkmerced loan, has a
trust and whole-loan balance of $540.0 million, which consists of
a $291.4 million senior pooled component that makes up 12.1% of
the pooled trust balance and a $48.6 million subordinate nonpooled
component, and the remaining $200 million held outside the trust.
The class "VPM" certificates derive 100% of their cash flows from
the subordinate nonpooled component of the whole loan. The loan is
secured by a 3,221-unit multifamily property in San Francisco,
Calif., built in 1944. The loan was transferred to the special
servicer in May 2010 because the borrower was unable to refinance
the loan. The special servicer subsequently modified the loan, and
the maturity date has been extended to Feb. 15, 2016. The borrower
also replenished the working capital reserve with $5 million. "We
affirmed our ratings on the 'VPM-1' and 'VPM-2' raked certificates
based on the property's stable operating performance. The reported
occupancy was 93.5% as of Sept. 30, 2010, and DSC was 1.50x as of
year-end 2009," S&P related.

The Harrisburg Portfolio ($59.7 million, 2.2%) is the sixth-
largest asset in the pool, and the largest loan on the watchlist.
The loan is secured by 16 one-story office buildings comprising
671,759 sq. ft. in Harrisburg and Mechanicsburg, Pa. The loan
appears on the watchlist due to low reported DSC, which was 0.99x
as of December 2010. Per the watchlist comments, S&P attributes
the decline in performance to increased vacancy at two of the
buildings.

The Sunset Media Tower ($54.7 million, 2.0%) is the seventh-
largest asset in the pool, and the second-largest loan on the
watchlist. The loan is secured by a 314,435-sq.-ft. office
building in Hollywood, Calif. The loan appears on the watchlist
due to low reported occupancy, which was 68.0% as of December
2010. According to the watchlist comments, a new lease for 9.5% of
the property's net rentable area (NRA) has been signed. As of
December 2010, reported DSC was 1.37x.

Standard & Poor's stressed the loans in the pool according to its
criteria. The analysis is consistent with its lowered and affirmed
ratings.

Ratings Lowered (Pooled Certificates)

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates
             Rating
Class     To            From         Credit enhancement (%)
A-M       A-  (sf)      A+  (sf)                      20.64
A-J       BB  (sf)      BBB+(sf)                      12.75
B         BB- (sf)      BBB (sf)                      11.92
C         B   (sf)      BBB-(sf)                      10.67
D         CCC-(sf)      B+  (sf)                       9.29
E         D   (sf)      CCC-(sf)                       7.49

Ratings Affirmed (Pooled Certificates)

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates

Class  Rating                Credit enhancement (%)
A-2    AAA (sf)                               31.70
A-3    AAA (sf)                               31.70
A-AB   AAA (sf)                               31.70
A-4    AAA (sf)                               31.70
A-1A   AAA (sf)                               31.70
A-1B   AAA (sf)                               31.70
X      AAA (sf)                                 N/A

Ratings Affirmed (Nonpooled Certificate)

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates

Class    Rating
VPM-1    BBB  (sf)
VPM-2    BBB- (sf)

N/A -- Not applicable.


CENTERLINE 2007-1: S&P Lowers Ratings on 2 Classes to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
K and L from Centerline 2007-1 Resecuritization Trust (Centerline
2007-1), a commercial real estate collateralized debt obligation
(CRE CDO) transaction, to 'D (sf)' from 'CC (sf)'. "At the same
time, we affirmed eight 'CC (sf)' ratings from the same
transaction," S&P stated.

The downgrades reflect principal losses of $53.8 million as
detailed in the May 20, 2011, remittance report. As a result of
the principal losses, the principal balance of class K was reduced
to $37.0 million from $44.4 million at issuance. Class L lost 100%
of its issuance balances ($29.6 million) according to the May
remittance report.

"We affirmed our 'CC (sf)' ratings on classes B through J to
reflect our expectations that the interest payments on these
classes will be deferred for an extended period of time due to a
termination payment owed to the hedge counterparty," S&P related.

According to the most recent trustee report, the principal loss
was due to losses on the underlying commercial mortgage-backed
securities (CMBS) collateral. Six distinct transactions
experienced aggregate principal losses in the amount of
$53.8 million. These CMBS classes experienced significant
principal losses in the current trustee report:

    Bear Stearns Commercial Mortgage Securities 2007-PWR15
    (classes N, O, and P; $19.9 million loss);

    Bear Stearns Commercial Mortgage Securities 2006-TOP24
    (classes J through M; $14.5 million loss); and

    JP Morgan Chase Commercial Mortgage Securities Corp. 2007
    -CIBC18 (classes L and M; $14.2 million loss).

According to the remittance report, Centerline 2007-1
was collateralized by 92 CMBS and three resecuritized real
estate mortgage investment conduit (re-REMIC) certificates
($656.8 million, 100%) from 18 distinct transactions issued
between 2000 and 2007.

Standard & Poor's analyzed Centerline 2007-1 according to its
current criteria. The analysis is consistent with the lowered and
affirmed ratings.

Ratings Lowered

Centerline 2007-1 Resecuritization Trust
                  Rating
Class    To                   From
K        D (sf)               CC (sf)
L        D (sf)               CC (sf)

Ratings Affirmed

Centerline 2007-1 Resecuritization Trust
                  Rating
Class
B        CC (sf)
C        CC (sf)
D        CC (sf)
E        CC (sf)
F        CC (sf)
G        CC (sf)
H        CC (sf)
J        CC (sf)


CITIGROUP COMMERCIAL: S&P Withdraws 'CCC-' Rating on Class MLA-1
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 92
classes from 38 commercial mortgage-backed securities (CMBS) and
commercial real estate collateralized debt obligation (CRE CDO)
transactions.

"We withdrew our ratings on 83 classes from 35 CMBS and CRE CDO
transactions following the repayment of each class's principal
balance, as noted in each transaction's trustee remittance report.
We withdrew our ratings on seven interest-only (IO) classes from
three additional transactions following the reductions of the
classes' notional balances as noted in each transaction's
trustee remittance reports," S&P said.

"We also withdrew our ratings on two additional IO classes
following the repayment of all principal and interest paying
classes rated 'AA- (sf)' or higher from the CMBS transaction, in
accordance with our criteria for rating interest-only securities,"
S&P said.

Ratings Withdrawn Following Repayment or Reduction of Notional
Balance

ACGS 2004, LLC
Secured notes series 2004-1
                                 Rating
Class                    To                  From
C                        NR                  A (sf)

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2004-3
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)

Banc of America Commercial Mortgage Trust 2006-1
Commercial mortgage pass-through certificates series 2006-1
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Banc of America Commercial Mortgage Trust 2006-6
Commercial mortgage pass-through certificates, series 2006-6
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Bear Stearns Commercial Mortgage Securities Inc.
Trust certificates series 2003-GMZ1
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)
A-2                      NR                  AAA (sf)
CR                       NR                  AA+ (sf)

Capital Trust Re CDO 2004-1 Ltd.
Collateralized debt obligations series 2004-1
                                 Rating
Class                    To                  From
A-1                      NR                  BBB (sf)

Citigroup Commercial Mortgage Trust 2007-FL3
Commercial mortgage pass-through certificates, series 2007-FL3
                                 Rating
Class                    To                  From
MLA-1                    NR                  CCC- (sf)

COMM 2001-CITI
Commercial mortgage pass-through certificates series 2001-1CITI
                                 Rating
Class                    To                  From
B                        NR                  AA+ (sf)
C                        NR                  AA (sf)
D                        NR                  AA- (sf)

COMM 2006-CNL2
Commercial mortgage-backed certificates, series 2006-CNL2
                                 Rating
Class                    To                  From
X-1                      NR                  A (sf)

COMM 2007-C9
Commercial mortgage pass-though certificates series 2007-C9
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Credit Suisse Commercial Mortgage Trust Series 2006-C3
Commercial mortgage pass-through certificates series 2006-C3
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CP4
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-SPG1
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)
A-2                      NR                  AAA (sf)
A-X                      NR                  AAA (sf)
B                        NR                  AAA (sf)
C                        NR                  A (sf)
D                        NR                  BBB+ (sf)
E                        NR                  BBB- (sf)
F                        NR                  BB+ (sf)
G                        NR                  BB (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-TFL2
                                 Rating
Class                    To                  From
A-X                      NR                  AAA (sf)
G                        NR                  AAA (sf)
H                        NR                  AAA (sf)
J                        NR                  AAA (sf)
K                        NR                  A (sf)
L                        NR                  BB+ (sf)

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-TFL2
                                 Rating
Class                    To                  From
J                        NR                  A+ (sf)
K                        NR                  BBB+ (sf)
L                        NR                  B (sf)

CSMS 2006-HC1
Commercial mortgage pass-through certificates series 2006-HC1
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)
A-2                      NR                  AAA (sf)
A-X-1                    NR                  AAA (sf)
A-X-2                    NR                  AAA (sf)
B                        NR                  AA+ (sf)
C                        NR                  AA (sf)
D                        NR                  AA- (sf)
E                        NR                  A+ (sf)
F                        NR                  A (sf)
G                        NR                  A- (sf)
H                        NR                  BBB+ (sf)
J                        NR                  BBB (sf)
K                        NR                  BBB- (sf)
L                        NR                  BB+ (sf)

DLJ Commercial Mortgage Corp.
Comm mtg pass-thru certs ser 1998-CG1
                                 Rating
Class                    To                  From
B-1                      NR                  AAA (sf)

First Union National Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2001-C3
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)
B                        NR                  AAA (sf)
C                        NR                  AAA (sf)

Fortress GSA Securities LLC
Lease-backed & commercial mortgage pass-through certificates
series 1999-GSA1
                                 Rating
Class                    To                  From
A-4                      NR                  AAA (sf)
B-1                      NR                  AAA (sf)
B-2                      NR                  AAA (sf)
B-3                      NR                  AAA (sf)


GMAC Commercial Mortgage Securities, Inc.
Commercial mortgage pass-through certificates series 2004-C3
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2003-C1
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2004-GG1
                                 Rating
Class                    To                  From
XP                       NR                  AAA (sf)

GS Mortgage Securities Trust 2007-GG10
Commercial mortgage pass-through certificates series 2007-GG10
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Mortgage pass-through certificates series 2001-CIBC1
                                 Rating
Class                    To                  From
D                        NR                  AA+ (sf)

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CIBC7
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

LB-UBS Commercial Mortgage Trust 2006-C4
Commercial mortgage pass-through certificates series 2006-C4
                                 Rating
Class                    To                  From
SBC-1                    NR                  AA (sf)
SBC-2                    NR                  AA- (sf)
SBC-3                    NR                  A+ (sf)
SBC-4                    NR                  A (sf)
SBC-5                    NR                  A- (sf)
SBC-6                    NR                  BBB+ (sf)
SBC-7                    NR                  BBB (sf)
SBC-8                    NR                  BBB- (sf)
SBC-9                    NR                  BB+ (sf)
SBC-10                   NR                  BB (sf)
SBC-11                   NR                  BB- (sf)
SBC-12                   NR                  B+ (sf)
SBC-13                   NR                  B (sf)
SBC-14                   NR                  B- (sf)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates series 2006-C6
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Merrill Lynch Financial Assets Inc.
Commercial mortgage pass-through certificates series 2004-CANADA
12
                                 Rating
Class                    To                  From
XP-1                     NR                  AAA (sf)

Merrill Lynch Financial Assets Inc.
Commercial mortgage pass through-certificates, series 2006-CANADA
19
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Morgan Stanley Capital I Trust 2004-TOP15
Commercial mortgage pass-through certificates, series 2004 TOP15
                                 Rating
Class                    To                  From
A-2                      NR                  AAA (sf)

Morgan Stanley Capital I Trust 2006-HQ9
Commercial mortgage pass-through certificates series 2006-HQ9
                                 Rating
Class                    To                  From
A-1                      NR                  AAA (sf)

Prudential Securities Secured Financing Corp.
Commercial mortgage pass-through certificates series 1999-C2
                                 Rating
Class                    To                  From
F                        NR                  AAA (sf)

Salomon Brothers Commercial Mortgage Trust 2001-C1
Commercial mortgage pass-through certificates series 2001-C1
                                 Rating
Class                    To                  From
C                        NR                  AA (sf)
D                        NR                  A (sf)

Salomon Brothers Mortgage Securities VII Inc.
Commercial mortgage pass through certificates series 2000-C1
                                 Rating
Class                    To                  From
F                        NR                  A (sf)

UBS Commercial Mortgage Trust 2007-FL1
Commercial mortgage pass-through certificates series 2007-FL1
                                 Rating
Class                    To                  From
O-BH                     NR                  B- (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2004-C10
                                 Rating
Class                    To                  From
A-3                      NR                  AAA (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C26
                                 Rating
Class                    To                  From
WM                       NR                  BBB- (sf)

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates, series 2007-WHALE8
                                 Rating
Class                    To                  From
MH-1                     NR                  CCC- (sf)
MH-2                     NR                  CCC- (sf)

Ratings Withdrawn Following Application of Criteria for IO
Securities

JPMorgan Chase Commercial Mortgage Securities Corp.
Mortgage pass-through certificates series 2001-CIBC1
                                 Rating
Class                    To                  From
X-1                      NR                  AAA (sf)

Salomon Brothers Commercial Mortgage Trust 2001-C1
Commercial mortgage pass-through certificates series 2001-C1
                                 Rating
Class                    To                  From
X-1                      NR                  AAA (sf)


COLDWATER CDO: S&P Lowers Rating on Class A-1 Note to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 notes from Coldwater CDO Ltd., a collateralized debt
obligation (CDO) transaction backed primarily by residential
mortgage-backed securities (RMBS) and managed by Metropolitan West
Asset Management LLC. "In addition, we affirmed our ratings on the
class B and C notes," S&P said.

The lowered rating reflects a default in the payment of the
interest due on the transaction's June 6, 2011, distribution date.
"The missed payment follows a notice we received from the trustee
on June 2, 2011, indicating that the holders of the controlling
class of notes and swap counterparties voted to liquidate the
collateral. The notice from the trustee further indicated that
the transaction was not going to make any payments on June 6,
2011, payment date, or on any subsequent regularly scheduled
payment date, until it completes the sale and liquidation of the
collateral," S&P said.

"The affirmations of the ratings on the class B and C notes
reflect our opinion of the sufficient credit support available at
the current rating levels," S&P said.

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.

Rating and CreditWatch Actions

Coldwater CDO Ltd.
                        Rating
Class              To           From
A-1                D (sf)       CC (sf)

Ratings Affirmed

Coldwater CDO Ltd.
Class              Rating
B                  CC (sf)
C                  CC (sf)

Other Ratings Outstanding

Coldwater CDO Ltd.
Class              Rating
A-2                D (sf)
A-3                D (sf)


COMM 2006-C7: S&P Lowers Ratings on 8 Classes of Certs. to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of commercial mortgage pass-through certificates from COMM
2006-C7, a U.S. commercial mortgage-backed securities (CMBS)
transaction. "Concurrently, we affirmed our 'AAA (sf)' ratings on
six other classes from the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction using
our U.S. conduit and fusion CMBS criteria. The downgrades also
reflect credit support erosion that we anticipate will occur upon
the resolution of the 11 specially serviced assets ($364.7
million, 16.3%), and seven additional loans ($184.6 million, 8.2%)
that we determined to be credit-impaired. We also considered the
monthly interest shortfalls that are affecting the trust. We
lowered our ratings to 'D (sf)' on the class G, H, J, K, L, M, N,
and O certificates because we expect these interest shortfalls to
continue and believe the accumulated interest shortfalls will
remain outstanding for the foreseeable future," S&P related.

According to S&P, "Our analysis included a review of the credit
characteristics of all the remaining loans in the pool. Using
servicer-provided financial information, we calculated an adjusted
debt service coverage (DSC) of 1.44x and a loan-to-value (LTV)
ratio of 105.5%. We further stressed the loans' cash flows under
our 'AAA' scenario to yield a weighted average DSC of 0.96x and an
LTV ratio of 148.9%. The implied defaults and loss severity under
the 'AAA' scenario were 84.4% and 37.7%. The DSC and LTV
calculations exclude the transaction's 11 specially serviced
assets ($364.7 million, 16.3%) and seven loans that we determined
to be credit-impaired ($184.6 million, 8.2%). We separately
estimated losses for the specially serviced assets and credit-
impaired loans and included them in our 'AAA' scenario implied
default and loss severity figures."

"As of the May 10, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $446,242
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts of $564,593 and special servicing fees of $79,745.
The total interest shortfalls were offset during this period by
ASER recoveries of $312,191. The interest shortfalls affected
all classes subordinate to and including class G. Classes G
through O experienced cumulative interest shortfalls for three
consecutive months, and we expect these interest shortfalls to
continue in the near term. Consequently, we downgraded these
classes to 'D (sf)'," S&P stated.

"The rating affirmations on the principal and interest
certificates reflect subordination and liquidity support levels
that we consider to be consistent with our outstanding ratings on
these classes. We affirmed our rating on the class X interest-only
(IO) certificate based on our current criteria," S&P added.

                        Credit Considerations

As of the May 10, 2011, trustee remittance report, 11 assets
($364.7 million, 16.3%) in the pool were with the special
servicer, CWCapital Asset Management LLC (CWCapital). The reported
payment status of the specially serviced assets is as follows:
three are 90-plus-days delinquent ($44.5 million, 2.0%); two are
60-plus-days delinquent ($168.4 million, 7.5%); three are matured
balloon loans ($63.1 million, 2.8%); and three are in their grace
periods ($88.7 million, 4.0%). Appraisal reduction amounts (ARAs)
totaling $109.4 million are in effect against six of the specially
serviced assets ($213.1 million, 9.5%). Details on the three
largest assets with special servicer, which are also top 10 loans,
are:

The Granite Run Mall loan ($114.0 million, 5.1%) is the largest
specially serviced asset and the fourth-largest loan in the pool.
The loan was transferred to special servicing on Oct. 25, 2010,
due to payment default and the payment status is reported as 60-
plus-days delinquent. The loan is secured by a leasehold interest
in a 691,966-sq.-ft. regional mall in Media, Pa. An ARA of $71.5
million is in effect. CWCapital closed on a deed-in-lieu of
foreclosure in April 2011. The reported DSC and occupancy were
0.93x and 82.6% for the annualized nine months ended Sept. 30,
2010. Standard & Poor's anticipates a significant loss upon the
eventual resolution of this asset.

The North Charlotte Office/Flex Portfolio loan ($54.4 million,
2.4%) is the second-largest specially serviced asset and the
seventh-largest loan in the pool. The loan was transferred to
special servicing on March 9, 2011, due to imminent default and
the payment status is 60-plus-days delinquent. The loan is secured
by five office/flex properties totaling 746,337 sq. ft. in
Charlotte, N.C. and Huntersville, N.C. According to CWCapital, the
borrower has indicated that it will not be making any further loan
payments. The reported combined DSC and occupancy were 1.31x and
77.3%, respectively, as of year-end 2010. Standard & Poor's
anticipates a significant loss upon the eventual resolution of
this asset.

The Galleria Corporate Centre loan ($54.2 million, 2.4%) is the
third-largest specially serviced asset and the eighth-largest loan
in the pool. The loan was transferred to special servicing on
March 3, 2011, due to imminent default and the reported payment
status is in its grace period. The loan is secured by a 536,522-
sq.-ft. mixed-use retail/office complex in Scottsdale, Ariz.
CWCapital is currently evaluating various workout strategies. The
reported DSC and occupancy were 1.33x and 87.8%, respectively, for
the annualized six months ended June 30, 2010. According to the
Sept. 30, 2010, rent roll, approximately 31.0% of the leased space
have lease expiration dates during 2011. Standard & Poor's expects
a moderate loss upon the eventual disposition of this asset.

The remaining eight specially serviced assets have individual
balances representing less than 1.8% of the pool balance. ARAs
totaling $37.9 million were in effect against five of the
remaining eight specially serviced assets ($99.1 million, 4.4%).
Standard & Poor's estimated losses for six of the remaining eight
specially serviced assets, representing a weighted average loss
severity of 35.5%. One of the two remaining loans has been
corrected and CWCapital expects to return the loan back to the
master servicer, while the remaining loan was recently transferred
due to a maturity default.

"In addition to the specially serviced assets, we determined seven
other loans in the pool to be credit-impaired ($184.6 million,
8.2%). The larger of these is the Fiddler's Green Center loan,
which is the sixth-largest loan in the pool. The loan is secured
by a 413,514-sq.-ft. office complex in Greenwood Village, Colo.
The loan has a $61.1 million balance representing 2.7% of the pool
balance. There is also a $1.5 million mezzanine loan secured by
the equity interests in the borrower. The parent of the borrower
filed for bankruptcy in January 2010. The loan is also on the
master servicer's watchlist due to a low reported DSC. As of
December 2010, reported DSC and occupancy were 0.99x and 79.0%.
Given the poor reported performance, we consider this loan to be
at an increased risk of default and loss," S&P related.

The second-largest loan we deemed to be credit-impaired is the
1400 Eye Street NW loan ($37.0 million, 1.6%) which is secured by
a 167,233-sq.-ft. office building in Washington, D.C. The loan
appears on the master servicer's watchlist for low reported DSC.
As of December 2010, reported DSC was 0.46x.

A major tenant, representing 22.4% of net rentable area, moved out
in early 2008 and has not been replaced. As a result, S&P
considers this loan to be at an increased risk of default and
loss.

"The third-largest loan we deemed to be credit-impaired is the
Meadowood Napa Valley loan ($34.1 million, 1.5%). It is secured by
a 99-room luxury resort hotel in St. Helena, Calif. The loan
appears on the master servicer's watchlist due to a low reported
DSC, which, as of Dec. 31, 2010, was 0.00x. The hotel's occupancy
decreased to 59% in 2010 from 73% in 2008. We consider this loan
to be at an increased risk of default and loss," S&P related.

The fourth-largest loan we deemed to be credit-impaired is the
Heyman Properties - LGA loan ($25.9 million, 1.2%). This loan is
secured by a 288-room Courtyard by Marriott hotel and a 90,170-
sq.-ft. adjacent plot of land used for AviStar LaGuardia Airport
parking facility. The loan is on the master servicer's watchlist
due to a low reported DSC. While the hotel has a strong location
right across from LaGuardia Airport in Queens, N.Y., reported
DSC as of Dec. 31, 2010, was only 0.66x. "We consider this loan to
be an increased risk of default and loss due to its poor
performance," S&P noted.

The remaining three loans we deemed to be credit-impaired have
individual balances representing less than 0.5% of the pool
balance. Two of the three loans are 30-plus-days delinquent. The
other loan, while current, has a reported DSC of 0.61x as of Dec.
31, 2010.

                       Transaction Summary

As of the May 10, 2011, trustee remittance report, the collateral
pool balance was $2.24 billion, which is 91.4% of the balance at
issuance. The pool includes 145 loans, down from 156 loans at
issuance. The master servicer, Midland Loan Services (Midland),
provided financial information for 97.6% of the loan balance,
86.7% of which was interim- or full-year 2010 data, with the
remainder reflecting full-year 2009 data.

S&P noted, "We calculated a weighted average DSC of 1.38x for the
loans in the pool based on the servicer-reported figures. Our
adjusted DSC and LTV ratio were 1.44x and 105.5%. Our adjusted DSC
and LTV figures excluded the transaction's 11 specially serviced
assets and seven loans that we determined to be credit-impaired.
We separately estimated losses for the specially serviced assets
and credit-impaired loans and included them in our 'AAA' scenario
implied default and loss severity figures. The transaction has
experienced $14.8 million in principal losses. Forty-three loans
($680.7 million, 30.4%) in the pool are on the master servicer's
watchlist, including three of the top 10 loans ($228.9 million,
10.2%). Thirty-six loans ($611.7 million, 27.3%) have reported DSC
of less than 1.10x, 28 of which ($516.2 million, 23.1%) have
reported DSC below 1.00x."

                    Summary of the Top 10 Loans

The top 10 loans have an aggregate outstanding balance of $858.8
million (38.4%). "Using servicer-reported numbers, we calculated a
weighted average DSC of 1.51x for the top 10 loans. Our adjusted
DSC and LTV ratio for the top 10 loans were 1.40x and 95.0%. Three
of the top 10 loans ($222.6 million, 9.9%) are in special
servicing; three are on the master servicer's watchlist ($228.9
million, 10.2%), one of which we deemed to be credit-impaired,"
S&P said.

The Bon-Ton Department Stores Portfolio loan ($117.7 million,
5.3%) is the third-largest real estate loan in the pool and is on
Midland's watchlist due to low reported earnings before interest,
taxes, depreciation, and amortization expenses (EBITDA). The loan
is secured by 11 single-tenant retail department stores and one
distribution center totaling 2,003,186 sq. ft. Five of the
properties are in Wisconsin; three are situated in Illinois; and
there is one property each in Indiana, Ohio, Minnesota, and North
Dakota. Midland reported a DSC of 1.23x and 100% occupancy as of
Dec. 31, 2010.

The Indianapolis North Marriott loan ($49.6 million, 2.2%), the
10th-largest loan in the pool, is on the master servicer's
watchlist due to declining cash flow. The loan is secured by a
315-room hotel in Indianapolis, Ind. Midland reported a DSC of
1.15x and 63.4% occupancy as of year-end 2010.

Standard & Poor's stressed the loans in the pool according to its
current criteria. The resultant credit enhancement levels are
consistent with S&P's rating actions.

Rating Lowered

COMM 2006-C7
Commercial mortgage pass-through certificates

               Rating
Class      To          From        Credit enhancement (%)
A-M        BBB+ (sf)   A (sf)                       21.21
A-J        BB- (sf)    BBB (sf)                     12.73
B          B (sf)      BBB- (sf)                    10.41
C          CCC (sf)    BB+ (sf)                      9.32
D          CCC- (sf)   BB (sf)                       7.68
E          CCC- (sf)   BB- (sf)                      6.72
F          CCC- (sf)   B+ (sf)                       5.35
G          D (sf)      B+ (sf)                       4.26
H          D (sf)      B (sf)                        2.89
J          D (sf)      B (sf)                        2.34
K          D (sf)      B- (sf)                       2.07
L          D (sf)      B- (sf)                       1.66
M          D (sf)      B- (sf)                       1.52
N          D (sf)      B-(sf)                        1.25
O          D (sf)      CCC+ (sf)                     0.84

Ratings Affirmed

COMM 2006-C7
Commercial mortgage pass-through certificates

Class        Rating              Credit enhancement (%)
A-2          AAA (sf)                             32.15
A-3          AAA (sf)                             32.15
A-AB         AAA (sf)                             32.15
A-4          AAA (sf)                             32.15
A-1A         AAA (sf)                             32.15
X            AAA (sf)                               N/A


CONNECTICUT VALLEY: Moody's Upgrades Ratings of 2 Classes of Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two classes
of notes issued by Connecticut Valley CLO Funding IV, LTD. The
notes affected by the rating action are:

   -- US$225,000,000 Class A-1 Floating Rate Notes Due 2027,
      (current balance of $193,622,238) Upgraded to B3 (sf);
      previously on 12/24/2009 Downgraded to Caa2 (sf);

   -- US$43,000,000 Class A-2 Floating Rate Notes Due 2027,
      Upgraded to Caa3 (sf); previously on 12/24/2009 Downgraded
      to Ca (sf).

RATINGS RATIONALE

According to Moody's, the rating action taken on the notes results
primarily from the improvement in Class A Par Value Ratio since
the last rating action due to delevering of the Class A-1 Notes
and upgrades of Ca-rated collateral. On the most recent payment
date in May 2011 the Class A-1 Notes received a principal payment
of $ $4,629,987. Since the last rating action in December 2009,
the Class A-1 Notes have been paid down by approximately $20mm. As
a result of the paydown, as well as upgrades of roughly $26mm of
Ca-rated collateral, the Class A Par Value Ratio has increased
from 72.75% to 84.54%.

Connecticut Valley CLO Funding IV, LTD. is a collateralized debt
obligation issuance backed by a portfolio of CLO tranches which
originated between 1999 and 2007, with the majority originated in
2006 and 2007.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in November 2010.

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: 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 (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 Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. 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 Caa bucket upgraded by two notches:

Class A-1: +1

Class A-2: +1

Class A-3: +1

Class B: 0

Class C: 0

Moody's Caa bucket downgraded by 2 notches:

Class A-1: -2

Class A-2: -1

Class A-3: 0

Class B: 0

Class C: 0


CSFB COMMERCIAL: Moody's Affirms 19 CMBS Classes of CSFB 2005-C4
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 19 classes of
Credit Suisse First Boston Mortgage Securities Corp., Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2005-
C4:

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-AB, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-5M, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-1-A, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A5, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-X, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-SP, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-J, Affirmed at A3 (sf); previously on Oct 21, 2010
      Downgraded to A3 (sf)

   -- Cl. B, Affirmed at Baa2 (sf); previously on Oct 21, 2010
      Downgraded to Baa2 (sf)

   -- Cl. C, Affirmed at Baa3 (sf); previously on Oct 21, 2010
      Downgraded to Baa3 (sf)

   -- Cl. D, Affirmed at Ba3 (sf); previously on Oct 21, 2010
      Downgraded to Ba3 (sf)

   -- Cl. E, Affirmed at B2 (sf); previously on Oct 21, 2010
      Downgraded to B2 (sf)

   -- Cl. F, Affirmed at Caa2 (sf); previously on Oct 21, 2010
      Downgraded to Caa2 (sf)

   -- Cl. G, Affirmed at Caa3 (sf); previously on Oct 21, 2010
      Downgraded to Caa3 (sf)

   -- Cl. H, Affirmed at Ca (sf); previously on Oct 21, 2010
      Downgraded to Ca (sf)

   -- Cl. J, Affirmed at C (sf); previously on Oct 21, 2010
      Downgraded to C (sf)

   -- Cl. K, Affirmed at C (sf); previously on Oct 21, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Oct 21, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The affirmations are due to key rating 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.

Moody's rating action reflects a cumulative base expected loss of
5.6% of the current balance. At last review, Moody's cumulative
base expected loss was 7.1%. Moody's stressed scenario loss is
15.5% of the current balance. Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

  http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the credit estimate 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 estimate level, is incorporated for loans with similar
credit estimates 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 47 compared to 48 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated October 21, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months

DEAL PERFORMANCE

As of the May 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 20% to $1.07
billion from $1.33 billion at securitization. The Certificates are
collateralized by 142 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans representing 35%
of the pool. Six loans, representing 8% of the pool, have defeased
and are collateralized with U.S. Government securities.

Twenty-two loans, representing 10% 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
Moody's 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 since
securitization, resulting in an aggregate $35.6 million loss (66%
loss severity on average). There are currently eight loans,
representing 5% of the pool, in special servicing. The largest
specially serviced loan is the 301 Yamato Loan ($26.7 million -
2.5% of the pool), which is secured by a 206,500 square foot
office building located in Boca Raton, Florida. The loan was
transferred to special servicing in August 2010. The borrower had
requested the loan modification which was denied by the servicer.
On May 9th the loan was returned to the master servicer, which
should be reflected in the next remittance statement. The
remaining seven specially serviced loans are secured by a mix of
property types. The master servicer has recognized an aggregate
$8.0 million appraisal reduction for six of the specially serviced
loans. Moody's has estimated an aggregate loss of $15.8 million
(30% expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 10% of the pool. Moody's has
estimated a $22.3 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2009 and full year or partial
year 2010 operating results for 99% and 95% of the pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 100% compared to 104% 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 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.42X and 1.05X, respectively, compared to
1.40X and 1.02X 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 15% of the pool.
The largest conduit loan is the Hilton Gaslamp Quarter Hotel Loan
($59.6 million - 5.6% of the pool), which is secured by a 282-room
full service hotel located in San Diego, California. For the 12-
month period ending December 2010, revenue per available room
(RevPAR) and occupancy were $143.6 and 88%, respectively, compared
to $140.9 and 88% at last review. Performance has been stable.
Moody's LTV and stressed DSCR are 107% and 1.08X compared to 110%
and 1.06X at last review.

The second largest conduit loan is the Och Ziff Hotel Portfolio
Loan ($52.3 million - 4.8% of the pool), which is secured by a
portfolio of nine limited service hotels totaling 929 rooms and
located throughout Ohio. The hotels are Marriot-affiliated and
operate under the Courtyard Suites, TownePlace Suites and
Springhill Suite flags. For the 12-month period ending December
2010, RevPAR and occupancy were $54.6 and 68%, respectively,
compared to $50.4 and 48% at last review. The loan matures in May
2012. Performance has declined significantly since securitization.
Although, the loan is current, with a current DSCR at 1.12X,
Moody's is concerned about near term refinancing risk and has
recognized this loan as a troubled loan. Moody's LTV and stressed
DSCR are 143% and 0.85X compared to 180% and 0.67X at last review.

The third largest conduit loan is the Mansion at Coyote Ridge
($45.9 million - 4.3% of the pool), which is secured by 528-unit,
luxury garden-style multi-family complex located in Carrolton,
Texas. As of December 2010, the property was 95% leased compared
92% at last review. Performance has been stable. Moody's LTV and
stressed DSCR are 101% and 0.91X, respectively, the same as last
review.


CSFB COMMERCIAL: Moody's Affirms 20 CMBS Classes of CSFB 2005-C6
----------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed 20 classes of Credit
Suisse First Boston Mortgage Securities Corp., Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-C6:

   -- Cl. A-2FL, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-2FX, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-1-A, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-M, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-X, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-SP, Affirmed at Aaa (sf); previously on Mar 9, 2011
      Confirmed at Aaa (sf)

   -- Cl. A-J, Affirmed at A2 (sf); previously on Oct 28, 2010
      Downgraded to A2 (sf)

   -- Cl. B, Affirmed at Baa1 (sf); previously on Oct 28, 2010
      Downgraded to Baa1 (sf)

   -- Cl. C, Affirmed at Baa2 (sf); previously on Oct 28, 2010
      Downgraded to Baa2 (sf)

   -- Cl. D, Affirmed at Ba1 (sf); previously on Oct 28, 2010
      Downgraded to Ba1 (sf)

   -- Cl. E, Affirmed at Ba2 (sf); previously on Oct 28, 2010
      Downgraded to Ba2 (sf)

   -- Cl. F, Affirmed at B2 (sf); previously on Oct 28, 2010
      Downgraded to B2 (sf)

   -- Cl. G, Affirmed at Caa1 (sf); previously on Oct 28, 2010
      Downgraded to Caa1 (sf)

   -- Cl. H, Affirmed at Caa2 (sf); previously on Oct 28, 2010
      Downgraded to Caa2 (sf)

   -- Cl. J, Affirmed at Caa3 (sf); previously on Oct 28, 2010
      Downgraded to Caa3 (sf)

   -- Cl. K, Affirmed at C (sf); previously on Oct 28, 2010
      Downgraded to C (sf)

   -- Cl. L, Affirmed at C (sf); previously on Oct 28, 2010
      Downgraded to C (sf)

   -- Cl. M, Affirmed at C (sf); previously on Oct 28, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The affirmations 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.

Moody's rating action reflects a cumulative base expected loss of
7.0% of the current balance. At last full review, Moody's
cumulative base expected loss was 7.2%. Moody's stressed scenario
loss is 19.3% of the current balance. Moody's provides a current
list of base and stress scenario losses for conduit and fusion
CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The primary methodology used in this rating was "CMBS: 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 2.50 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 estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating 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 estimates 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 42 compared to 45 at Moody's prior full 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated October 28, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

DEAL PERFORMANCE

As of the May 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 13% to $2.17
billion from $2.50 billion at securitization. The Certificates are
collateralized by 215 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 33%
of the pool. Four loans, representing 2% of the pool, have
defeased and are collateralized with U.S. Government securities,
the same as at last review. One loan, representing 5% of the pool,
has an investment grade credit estimate.

Sixty-nine 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Ten loans have been liquidated from the pool since securitization,
resulting in an aggregate $14.5 million loss (9% loss severity on
average). Currently 15 loans, representing 6% of the pool, are in
special servicing. The master servicer has recognized an aggregate
$33.1 million appraisal reduction for the specially serviced
loans. Moody's has estimated an aggregate loss of $55.1 million
(42% expected loss on average) for all of the specially serviced
loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 8% of the pool and has estimated a
$25.0 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2009 and partial/full year
2010 operating results for 98% and 91% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 105% compared to 102% at last full
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
8.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.31X and 0.95X, respectively, compared to
1.31X and 0.97X 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 loan with the credit estimate is the One Madison Avenue Loan
($102.0 million -- 5% of the pool), which is secured by a 1.2
million square foot office (SF) building located in the East
Midtown South submarket of Manhattan. The property is also
encumbered by a subordinate $50.0 million B-Note. Credit Suisse
(USA) Inc. (senior unsecured rating of Aa2, negative outlook) is
the anchor tenant, leasing approximately 95% of the net rentable
area (NRA) through December 31, 2020 with three successive five-
year renewal options. As of December 2010, the property was 99%
leased, essentially the same as last review. Moody's current
credit estimate and stressed DSCR are Aaa and >4.00X,
respectively, compared to Aaa and 3.69X at last review.

The top three performing conduit loans represent 17% of the pool
balance. The largest loan is the 450 Park Avenue Loan ($175.0
million -- 8% of the pool), which is secured by a 313,135 SF
office building located on 57th Street and Park Avenue in midtown
Manhattan. The loan is interest only for its entire term. As of
March 2011, the property was 86% leased compared to 88% at last
review. The largest tenant is Phillips De Pury & Company LLC (8%
of the NRA; lease expiration in December 2014). Property
performance remains stable. Moody's LTV and stressed DSCR are 115%
and 0.80X, respectively, compared to 119% and 0.77X at last full
review.

The second largest loan is The Fashion Place Mall Loan ($139.3
million -- 6% of the pool), which is secured by a 890,000 SF super
regional mall located in Murray, Utah. As of December 2010, the
mall was 97% leased compared to 92% at last review. The mall is
anchored by Sears, Dillard's, Nordstrom and Macy's. Moody's LTV
and stressed DSCR are 86% and 1.10X, respectively, compared to 92%
and 1.03X at last full review.

The third largest loan is the Crestview Hills Town Center Loan
($54.3 million -- 2% of the pool), which is secured by a 283,000
SF lifestyle shopping center located in Crestview Hills, Kentucky.
The largest tenant is Bed Bath & Beyond (10% of the NRA; lease
expiration in January 2016). As of February 2011, the property was
99% leased, compared to 95% at last review. Moody's LTV and
stressed DSCR are 85% and 1.08X, respectively, compared to 83% and
1.11X at last review.


CSFB MORTGAGE: Moody's Cuts Down Ratings of $35 Million RMBS
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches issued by CSFB 2005-CF1. The collateral backing these
deals primarily consists of first-lien, fixed and adjustable rate
"scratch and dent" residential mortgages.

Scratch and Dent deals are classified outside of Moody's primary
categorizations (Prime Jumbo, Subprime, Option ARMs and Alt-A) for
a number of reasons. The pools may include mortgages that have
been originated outside an originator's program guidelines in some
way, or mortgages where borrowers missed payments in the past.
These pools may also include loans with document defects at
origination that were since rectified. Due to the varied content
of Scratch and Dent mortgage pools, which can range from seasoned
prime-like loans to non-prime loans that were seriously delinquent
at the time of securitization, credit quality of these pools
varies considerably.

RATINGS RATIONALE

The actions are a result of deteriorating performance of Scratch
and Dent pools under stressed housing and macroeconomic
conditions. The actions reflect Moody's updated loss expectations
on Scratch and Dent pools.

The principal methodology used in these ratings is described in
the Monitoring and Performance Review section in "Moody's Approach
to Rating US Residential Mortgage-Backed Securities" published in
December 2008. Other methodologies used include "US RMBS
Surveillance Methodology for Scratch and Dent" published in May
2011, which accounts for the deteriorating performance and
outlook.

Moody's final rating actions are based on current levels of credit
enhancement, collateral performance and updated pool-level loss
expectations. Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

Complete rating actions are:

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2005-CF1

Cl. M-1, Downgraded to A1 (sf); previously on Sep 30, 2005
Assigned Aa2 (sf)

Cl. M-2, Downgraded to Ba1 (sf); previously on Mar 30, 2009
Downgraded to Baa1 (sf)


CSFB MORTGAGE: Moody's Withdraws Ratings of $4 Million RMBS
-----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of two
tranches issued by CSFB Mortgage-Backed Pass-Through Certificates,
Series 2002-19. These tranches are backed by a pool of mortgage
loans with a pool factor less than 5% and containing fewer than 40
loans.

RATINGS RATIONALE

Moody's Investors Service has withdrawn the credit rating pursuant
to published credit rating methodologies that allow for the
withdrawal of the credit rating if the size of the pool
outstanding at the time of the withdrawal has fallen below a
specified level. Please refer to Moody's Investors Service
Withdrawal Policy, which can be found on Moody's website,
www.moodys.com.

Moody's current RMBS surveillance methodologies apply to pools
with at least 40 loans and a pool factor of greater than 5%. As a
result, Moody's may withdraw its rating when the pool factor drops
below 5% and the number of loans in the pool declines to 40 loans
or lower unless specific structural features allow for a
monitoring of the transaction (such as a credit enhancement
floor).

Complete rating are:

   Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
   2002-19

   -- Cl. II-M-1, Withdrawn (sf); previously on May 15, 2009
      Downgraded to B3 (sf)

   -- Cl. II-M-2, Withdrawn (sf); previously on Jul 13, 2005
      Downgraded to C (sf)

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it. Please see the ratings
disclosure page on Moody's website www.moodys.com for further
information.


CWMBS INC: Moody's Downgrades Ratings of 18 Tranches
----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 18
tranches and has confirmed the ratings of two tranches issued by
six RMBS resecuritization transactions.

RATINGS RATIONALE

The actions are a result of the bonds not having sufficient credit
enhancement to maintain the current ratings when compared to the
revised loss expectations on the pools of mortgages backing the
underlying certificates.

The principal methodology used in these ratings is described in
the "Surveillance Approach for Resecuritized transactions" section
in "Moody's Approach to Rating US Resecuritized Residential
Mortgage-Backed Securities" published in February 2011.

Moody's ratings on the resecuritization notes are based on:

  (i) The updated expected loss on the pools of loans backing the
      underlying certificates and the updated ratings on the
      underlying certificates.

(ii) The credit enhancement available to the underlying
      certificates, and

(iii) The structure of the resecuritization transaction.

Moody's first updated its loss assumptions on the underlying pools
of mortgage loans backing the underlying certificates and then
arrived at updated ratings on the underlying certificates.

The principal methodology used in determining the underlying
ratings is described in the Monitoring and Performance Review
section in "Moody's Approach to Rating US Residential Mortgage-
Backed Securities" published in December 2008 . For other
methodologies used for estimating losses on 2005-2008 vintage Alt-
A/Option Arm, Subprime, and Prime Jumbo pools, please refer to the
methodology publication " Alt-A RMBS Loss Projection Update:
February 2010", " Subprime RMBS Loss Projection Update: February
2010", and "Prime Jumbo RMBS Loss Projection Update: January
2010", available on Moodys.com . For other methodologies used for
estimating losses on pre-2005 vintage RMBS pools, please refer to
the methodology publication "Pre-2005 US RMBS Surveillance
Methodology" published in January 2011, available on Moodys.com.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Overall,
Moody's assumes a further 5% decline in home prices with
stabilization in late 2011, accompanied by continued stress in
national employment levels through that timeframe.

Moody's Investors Service received and took into account a third
party due diligence report on the underlying assets or financial
instruments in this transaction and the due diligence report had a
neutral impact on the ratings.

Complete rating actions are:

Issuer: CWMBS, Inc. Resecuritization Mortgage Pass-Through
Certificates, Series 2004-28R

   -- Cl. A-1, Downgraded to A1 (sf); previously on Jul 2, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to A3 (sf); previously on Jul 2, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Baa1 (sf); previously on Jul 2, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Baa3 (sf); previously on Jul 2, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Baa1 (sf); previously on Jul 2, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Deutsche ALT-A Securities, Inc. Re-Remic Trust
Certificates, Series 2007-RS1

   -- Cl. A-1, Downgraded to Caa2 (sf); previously on Jan 29, 2010
      Ba2 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

   -- Cl. A-2, Downgraded to C (sf); previously on Apr 16, 2010
      Downgraded to Ca (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

   -- Cl. A-3, Confirmed at Ca (sf); previously on Mar 12, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Resecuritization 2005-4CI

   -- Cl. N-2, Downgraded to Ca (sf); previously on Mar 12, 2010
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. N-3, Downgraded to C (sf); previously on Mar 12, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. N-4, Downgraded to C (sf); previously on Mar 12, 2010 Ca
      (sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Resecuritization 2006-1CI

   -- Cl. N3, Confirmed at B3 (sf); previously on Mar 12, 2010 B3
      (sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2003-QR13 Trust

   -- Cl. A-1, Downgraded to Baa2 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Baa2 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Baa3 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: RALI Series 2004-QR1 Trust

   -- Cl. A-1, Downgraded to Ba2 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Downgraded to B1 (sf); previously on Apr 13, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to B3 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Caa1 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Ba2 (sf); previously on Apr 13, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade


DBUBS 2011-LC2: Moody's Assigns Provisional Ratings to 13 CMBS
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 13
classes of CMBS securities, issued by DBUBS Commercial Mortgage
Trust 2011-LC2, Commercial Mortgage Pass-Through Certificates,
Series 2011-LC2.

   -- Cl. A-1, Assigned (P)Aaa (sf)

   -- Cl. A-2, Assigned (P)Aaa (sf)

   -- Cl. A-3FL, Assigned (P)Aaa (sf)

   -- Cl. A-4, Assigned (P)Aaa (sf)

   -- Cl. X-A, Assigned (P)Aaa (sf)

   -- Cl. X-B, Assigned (P)Aaa (sf)

   -- Cl. B, Assigned (P)Aa2 (sf)

   -- Cl. C, Assigned (P)A2 (sf)

   -- Cl. D, Assigned (P)Baa3 (sf)

   -- Cl. E, Assigned (P)Ba3 (sf)

   -- Cl. F, Assigned (P)B3 (sf)

   -- Cl. FX, Assigned (P)B3 (sf)

   -- Cl. A-3FX, Assigned (P)Aaa (sf)

RATINGS RATIONALE

The Certificates are collateralized by 67 fixed rate loans secured
by 132 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 1.49X is higher
than the 2007 conduit/fusion transaction average of 1.31X. The
Moody's Stressed DSCR of 1.08X is low relative to the other multi-
borrower transactions issued since 2009, but higher than the 2007
conduit/fusion transaction average of 0.92X. Moody's Trust LTV
ratio of 93.6% 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 score is
21.9. With respect to property level diversity, the pool's
property level Herfindahl score is 24.7. The transaction's
diversity is in line with previously rated conduit and fusion
transactions.

Moody's grades properties on a scale of 1 to 5 (best to worst) and
considers those grades when assessing the likelihood of debt
payment. Properties situated in major markets tend to exhibit more
cash flow and capitalization rate stability over time compared to
assets located in tertiary markets. Properties located in major
markets represent approximately 81.0% of the pool balance. The
tertiary market share of 19.0% is low relative to other recently
rated conduit and fusion transactions. The factors considered when
assigning a quality grade include market, property age, quality of
construction, location, and tenancy. The pool's weighted average
property quality grade is 1.95, which is lower than the average of
recently rated conduit deals. The low weighted average grade is
indicative of the strong market composition of the pool and the
stability of the cash flows underlying the assets.

Eighteen loans (26.2% of the pool balance) are secured by multiple
properties which are cross-collateralized and cross-defaulted.
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. These loans also benefit from the pooling of equity
from each underlying property.

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

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
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.

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%, 17%, or 29%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa3, A1, 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.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.


DRYDEN XXI: Upgrades Ratings of Class D Floating Rate Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Dryden XXI Leveraged Loan CDO:

US$20,000,000 Class C Third Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2020, Upgraded to Baa1 (sf); previously on
September 29, 2009 Upgraded to Baa2 (sf)

US$18,750,000 Class D Forth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2020, Upgraded to Ba1 (sf); previously on
September 29, 2009 Confirmed at Ba3 (sf)

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in September
2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. In particular, as
of the latest trustee report dated May 2011, the weighted average
rating factor is currently 2334 compared to 2615 in the August
2009 report, and securities rated Caa1 or lower make up
approximately 4.01% of the underlying portfolio versus 15.72% in
August 2009. Additionally, there are no defaulted securities in
the underlying portfolio compared to $14.1 million in August 2009.

The overcollateralization ratios of the rated notes have improved
since the rating action in September 2009. The Class A/B, Class C,
and Class D overcollateralization ratios are reported at 130.41%,
123.97%, and 118.48%, respectively, versus August 2009 levels of
124.86%, 118.69%, and 113.44%, respectively, and all related
overcollateralization tests are currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 balance,
including principal proceeds, of $502 million, defaulted par of
$0.3 million, a weighted average default probability of 26.1%
(implying a WARF of 3134), a weighted average recovery rate upon
default of 43.2%, and a diversity score of 50. These 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.

Dryden XXI Leveraged Loan CDO, issued in August 2008, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations", published in
August 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

In addition to the base case analysis, Moody's also performed a
number of sensitivity analyses to test the impact on all rated
notes of various default probabilities. Below is a 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% (2512)

Class A: +1

Class B: +2

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3767)

Class A: -3

Class B: -3

Class C: -2

Class D: -3

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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance.CDO
notes' performance may also be impacted by 1) the managers'
investment strategies and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1. 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 selling 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.

2. Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings. Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

3. Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming worse
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score. However, as part of the base case, Moody's
   considered spread levels higher than the covenant levels due to
   the large difference between the reported and covenant levels.


GE COMMERCIAL: S&P Affirms Ratings on 2 Classes at 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 18
classes of U.S. commercial mortgage-backed securities (CMBS) from
GE Commercial Mortgage Corp.'s series 2005-C2.

"Our affirmations follow our analysis of the transaction primarily
using our U.S. CMBS conduit/fusion criteria. Our analysis included
a review of the credit characteristics of all of the remaining
assets in the pool, the transaction structure, and the liquidity
available to the trust. The affirmed ratings reflect subordination
and liquidity support levels that are consistent with the
outstanding ratings," S&P related.

S&P noted, "In addition, our affirmations also reflect the volume
of nondefeased, nonspecially serviced loans that have anticipated
repayment dates (ARDs) or final maturities scheduled through
November 2012 (seven loans; $155.4  million; 11.9% of the trust
balance), as well as the 17.7% of the pool reporting debt service
coverages (DSCs) below 1.10x. These seven loans, which have either
matured or have near-term maturities, have a weighted average DSC
of 1.36x and include three loans ($38.1 million; 2.9%) that have
DSCs below 1.00x. The largest of these near-term maturing loans is
the largest asset in the pool, the Fountain Place Office loan
($105.9 million; 8.1%), which matures on Dec. 1, 2011. Some of
these loans could face refinancing challenges given current market
conditions. Therefore, we believe that some of these loans could
be at an increased risk of being transferred to special servicing
if they are not able to be refinanced at maturity."

"Using servicer-provided financial information, we calculated an
adjusted DSC of 1.52x and a loan-to-value (LTV) ratio of 97.4%. We
further stressed the loans' cash flows under our 'AAA' scenario to
yield a weighted average DSC of 1.01x and a LTV ratio of 125.2%.
The implied defaults and loss severity under the 'AAA' scenario
were 65.4% and 30.2%. The DSC and LTV calculations exclude eight
($146.2 million; 11.2%) of the 10 specially serviced assets
($160.7 million, 12.3%) and 11 defeased loans ($88.1 million;
6.7%). We separately estimated losses for the eight specially
serviced assets, which we included in our 'AAA' scenario implied
default and loss severity figures," S&P explained.

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

                        Transaction Summary

As of the May 10, 2011, remittance report, the transaction had an
aggregate trust balance of $1.31 billion (113 loans and two real
estate owned [REO] assets), compared with $1.86 billion (142
loans) at issuance. GEMSA Loan Services L.P. (GEMSA), the master
servicer, provided financial information for 99.2% of the pool (by
balance), of which 74.8% was partial- or full-year 2010
information, and the remainder was partial- or full-year 2009
data. "We calculated a weighted-average DSC of 1.42x for the loans
in the pool based on the reported figures. Our adjusted DSC and
LTV were 1.52x and 97.4%, which exclude 11 defeased loans ($88.1
million; 6.7%) and eight ($146.2 million; 11.2%) of the 10
specially serviced assets ($160.7 million, 12.3%). If we include
the reported DSCs for these eight assets, our adjusted DSC is
1.46x. The trust has experienced eight principal losses to date
totaling $12.0 million. Twenty-five loans ($449.3 million; 34.3%)
are on the master servicer's watchlist, including three of the top
10 loans secured by real estate. One loan ($4.9 million, 0.4%) has
a reported DSC between 1.00x and 1.10x, and 19 loans ($227.0
million, 17.3%) have reported DSCs of less than 1.00x," according
to S&P.

                       Credit Considerations

As of the May 10, 2011, remittance report, 10 assets ($160.7
million; 12.3%) in the pool were with the special servicer, LNR
Partners LLC (LNR). The reported payment status of these assets
is: two are REO ($37.2 million; 2.8%); one is in foreclosure
($10.4 million; 0.8%); three are matured balloon loans ($46.3
million; 3.6%); one is 90-plus days delinquent ($16.9
million; 1.3%); one is 60 days delinquent ($35.5 million; 2.7%);
one is 30 days delinquent ($4.5 million; 0.3%); and one is current
($9.9 million; 0.8%). Six assets ($108.7 million; 8.3%) have
appraisal reduction amounts (ARAs) in effect totaling $38.5
million. Three of the top 10 assets secured by real estate are
with the special servicer.

The Wellington Meadows Apartments loan ($35.5 million; 2.7%) is
the fifth-largest asset secured by real estate in the pool and the
largest specially serviced asset. The loan is secured by a 322-
unit multifamily property built in 1998 in Las Vegas. The loan was
transferred to special servicing on Jan. 20, 2011, due to imminent
default, and the current payment status of the loan is 60 days
delinquent. For the nine months ended April 30, 2010, the reported
DSC and occupancy were 0.88x and 93.1%. The special servicer
reports that it is proceeding with foreclosure. Standard & Poor's
anticipates a moderate loss upon the eventual resolution of this
loan. According to the master servicer, GEMSA, the loan was sold
subsequent to the May 10, 2011, trustee remittance report on June
3, 2011, with the trust recovering $28.4 million and a principal
write-off of $7.0 million.

The Chatsworth Business Park loan ($31.8 million; 2.4%) is the
sixth-largest asset in the pool secured by real estate and the
second-largest specially serviced asset. The loan is secured by a
231,770-sq.-ft. suburban office property in Los Angeles that was
built in 1986 and 1998 and renovated in 1996. The loan was
transferred to special servicing on March 22, 2010, due to
imminent default just prior to its April 1, 2010, maturity date.
For year-end 2010, the reported DSC and occupancy were 1.17x and
100%, respectively. LNR reports that counsel is proceeding with
foreclosure. An ARA of $3.8 million is in effect against the loan.
Standard & Poor's anticipates a minimal loss upon the eventual
resolution of this loan.

The Lodge at Kingwood asset ($24.0 million; 1.8%) is the ninth-
largest asset in the pool secured by real estate and the third-
largest specially serviced asset. The multi-family property
consists of 312 units and was built in 1999 in Houston. The REO
asset was transferred to special servicing on April 12, 2010, due
to imminent default just prior to its May 1, 2010, maturity date.
For year-end 2009, the reported DSC and occupancy were 1.12x and
94%. An ARA of $8.0 million is in effect against the asset.
Standard & Poor's anticipates a moderate loss upon the eventual
resolution of this asset.

The remaining seven assets with the special servicer ($69.4
million; 5.4%) individually represent less than 1.3% of the total
pool balance. ARAs totaling $26.7 million are in effect against
four of these assets. "We estimated losses for five of the seven
assets ($54.9 million; 4.2%) resulting in a weighted-average loss
severity of 48.6%. For the remaining two assets, the special
servicer indicated that one of them ($4.5 million; 0.3%) may be
modified while it expects the other one to be returned to the
master servicer," S&P related.

         Summary of Top 10 Assets Secured by Real Estate

The top 10 assets secured by real estate have an aggregate
outstanding trust balance of $466.1 million (35.6%). "Using
servicer-reported information, we calculated a weighted-average
DSC of 1.54x. Our adjusted DSC and LTV figures for these loans
were 1.71x and 98.6%. The adjusted figures exclude three of these
top 10 assets that are with the special servicer. If we include
the reported DSCs for these three specially serviced assets, our
adjusted DSC for the top 10 assets secured is 1.58x," S&P said.

Four of the top 10 assets ($264.9 million, 20.2%) are on the
master servicer's watchlist:

The Fountain Place Office loan ($105.9 million; 8.1%), the largest
asset in the pool and largest loan on GEMSA's watchlist, is
secured by a 1.20 million-sq.-ft. office property built in 1986 in
downtown Dallas. The loan was placed on the master servicer's
watchlist due to a low reported occupancy and DSC. For the nine
months ended Sept. 30, 2010, GEMSA reported that both the
occupancy and DSC for the property have improved to 82.5% and
1.57x. GEMSA indicated that it will remove this loan from the
watchlist shortly. The loan matures on Dec. 1, 2011, and according
to GEMSA, the borrower has not indicated its refinancing plans
yet.

The Loews Miami Beach loan, the second-largest asset in the pool,
is secured by a 790-key full-service resort hotel in Miami Beach,
Fla. The loan has a whole loan balance of $134.8 million that is
divided into three pari passu pieces; $67.4 million makes up 5.2%
of the pool trust balance. The other two pari passu pieces were
contributed into the GMAC 2005-C1 ($22.5 million) and COMM 2005-
LDP5 ($44.9 million) transactions. The loan is on the GEMSA's
watchlist due to inadequate windstorm and terrorism coverage
insurance. The master servicer reports that the borrower is
unwilling to cure this violation, which is a nonmonetary default
under the loan documents. For year-end 2010, the reported DSC,
average daily rate, and occupancy were 2.15x, $279.48, and 74.3%.

The Centro Watt Georgia Retail Portfolio loan ($66.0 million;
5.0%), the third-largest asset in the pool, is secured by three
anchored retail shopping centers in suburban Atlanta: a 324,081-
sq.-ft. property built in 1993 in Alpharetta, Ga.; a 218,818-sq.-
ft. property built in 1992 in Kennesaw, Ga.; and a 147,727-sq.-ft.
property built in 1994 in Duluth, Ga. The loan is on the master
servicer's watchlist because of the Circuit City and Linen N'
Things bankruptcy filings and subsequent store closings. It also
appears on the watchlist as a transfer of ownership and assumption
of the loan to the Blackstone Group from Centro-Watt Properties is
in process. For the 12 months ended June 30, 2009, the reported
DSC for the portfolio was 1.85x and combined occupancy was 88.3%
as of September 2010. Based on the current leasing status, S&P
estimates a DSC of 1.45x.

The Jefferson Commons loan ($25.6 million, 1.9%), the eighth-
largest asset in the pool, is secured by a 792-unit multifamily
apartment complex built in 2004 in Sacramento, Calif. The loan
appears on the GEMSA's watchlist due to a low reported DSC. For
year-end 2010, the DSC and occupancy were 0.69x and 78.4%. The
loan matures on April 1, 2012.

Standard & Poor's stressed the loans in the pool according to its
U.S. CMBS conduit/fusion criteria. The resultant credit
enhancement levels are consistent with S&P's affirmed ratings.

Ratings Affirmed

GE Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2005-C2

Class     Rating      Credit enhancement (%)
A-2       AAA (sf)                     27.57
A-3       AAA (sf)                     27.57
A-AB      AAA (sf)                     27.57
A-4       AAA (sf)                     27.57
A-1A      AAA (sf)                     27.57
A-J       BBB+ (sf)                    16.17
B         BBB (sf)                     15.11
C         BBB- (sf)                    12.79
D         BB+ (sf)                     11.54
E         BB (sf)                       9.59
F         BB- (sf)                      8.34
G         B+ (sf)                       6.74
H         CCC+ (sf)                     5.49
J         CCC (sf)                      3.89
K         CCC- (sf)                     3.18
L         CCC- (sf)                     2.64
X-C       AAA (sf)                       N/A
X-P       AAA (sf)                       N/A

N/A -- Not applicable.


GIA INVESTMENT: Moody's Upgrades Ratings of 3 Classes of CBO Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by GIA Investment Grade CDO 2001 Ltd.:

   -- US$381,000,000 Class A-1 Floating Rate Senior Notes Due
      April 1, 2013 (current balance of $91,424,269.07), Upgraded
      to Aaa (sf); previously on January 21, 2009 Downgraded to
      Aa3 (sf);

   -- US$17,000,000 Class A-2 Floating Rate Senior Subordinated
      Notes Due April 1, 2013, Upgraded to A1 (sf); previously on
      January 21, 2009 Downgraded to Ba3 (sf);

   -- US$14,000,000 Class B Floating Rate Senior Subordinated
      Notes Due April 1, 2013, Upgraded to B2 (sf); previously on
      January 21, 2009 Downgraded to Caa3 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the deleveraging of the Class A-1 Notes, which have
been paid down by approximately 67% or $186 million since the last
rating action in January 2009. As a result of the deleveraging,
the Class A-1 Overcollateralization Test has increased. As of the
trustee report dated May 2011, The Class A-1, A-2 and B
Overcollateralization Tests are reported at 140.90%, 118.80% and
105.22%, respectively compared to 114.35%, 107.75% and 102.87% in
the December 2008 trustee report. The trustee-reported WARF has
also improved. Currently it is 1878 compared to 2002 at the last
rating action.

The rating on the Class A-1 Notes reflects the actual underlying
rating of the Class A-1 Notes. This underlying rating is based
solely on the intrinsic credit quality of the Class A-1 Notes in
the absence of the guarantee from Assured Guaranty Municipal Corp.
whose insurance financial strength rating is currently Aa3. The
above action on the Class A-1 Notes is a result of, and is
consistent with, Moody's modified approach to rating structured
finance securities wrapped by financial guarantors as described in
the press release dated November 10, 2008, titled "Moody's
modifies approach to rating structured finance securities wrapped
by financial guarantors."

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 balance of
$109 million, defaulted par of $9 million, a weighted average
default probability of 3% (implying a WARF of 1865), a weighted
average recovery rate upon default of 22.5% and a diversity score
of 22. These 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.

GIA Investment Grade CDO 2001 Ltd., issued in March 2001, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds. The trustee reports 40 assets and a
diversity of 23.

The principal methodology used in these ratings was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009. This publication incorporates rating criteria that
apply to both collateralized loan obligations and collateralized
bond obligations.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009. In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 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. Below is a 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% (1492)

Class A-1: 0

Class A-2: +3

Class B: +2

Moody's Adjusted WARF +20% (2238)

Class A-1: 0

Class A-2: -2

Class B: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by uncertainties of credit
conditions in the general economy. CDO notes' performance may also
be impacted by 1) the manager's investment strategy and behavior
and 2) divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Deleveraging: The amount and pace of deleveraging from
   principal proceeds is uncertain. Deleveraging may accelerate
   due to high prepayment levels in the bond market and
   collateral sales by the manager, which may have significant
   impact on the notes' ratings.

2) Lack of portfolio granularity: 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 individual
   scenario analysis.

3) Long-dated assets: The presence of assets that mature beyond
   the CBO'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.


GMAC COMMERCIAL: Moody's Downgrades One & Affirms Nine CMBS
-----------------------------------------------------------
Moody's downgraded the rating of one class and affirmed nine
classes of GMAC Commercial Mortgage Securities, Inc., Series 2000-
C3 Mortgage Pass-Through Certificates:

   -- Cl. X, Affirmed at Aaa (sf); previously on Dec 14, 2000
      Definitive Rating Assigned Aaa (sf)

   -- Cl. C, Affirmed at Aaa (sf); previously on Dec 8, 2006
      Upgraded to Aaa (sf)

   -- Cl. D, Affirmed at Aaa (sf); previously on Sep 4, 2008
      Upgraded to Aaa (sf)

   -- Cl. E, Affirmed at Aaa (sf); previously on Nov 11, 2010
      Upgraded to Aaa (sf)

   -- Cl. F, Affirmed at Aa2 (sf); previously on Nov 11, 2010
      Upgraded to Aa2 (sf)

   -- Cl. H, Affirmed at Baa2 (sf); previously on Sep 4, 2008
      Upgraded to Baa2 (sf)

   -- Cl. J, Downgraded to B3 (sf); previously on Sep 30, 2004
      Confirmed at Ba2 (sf)

   -- Cl. K, Affirmed at Caa2 (sf); previously on Nov 11, 2010
      Downgraded to Caa2 (sf)

   -- Cl. L, Affirmed at Ca (sf); previously on Nov 11, 2010
      Downgraded to Ca (sf)

   -- Cl. M, Affirmed at C (sf); previously on Nov 11, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The downgrade is due to higher expected losses for the pool
resulting from interest shortfalls. The affirmations are due to
key parameters, including Moody's loan to value (LTV) ratio,
Moody's stressed 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 the current ratings.

Moody's rating action reflects a cumulative base expected loss of
9.8% of the current balance. At last review, Moody's cumulative
base expected loss was 12.3%. Moody's stressed scenario loss is
13.3% of the current balance. Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating were "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000. Another methodology used was "Moody's Approach to
Rating Large Loan/Single Borrower Transactions" published in July
2000.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating 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 estimates 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 9 compared to 15 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 8.0 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated November 11, 2010.

Moody's Investors Service did not receive or take into account a
third-party due diligence reports on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

DEAL PERFORMANCE

As of the May 16, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 89% to
$151.7 million from $1.32 billion at securitization. The
Certificates are collateralized by 18 mortgage loans ranging in
size from less than 1% to 8% of the pool, with the top ten loans
representing 36% of the pool. Two loans, representing 18% of the
pool, have defeased and are collateralized with U.S. Government
securities.

Three loans, representing 12% 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. In this deal,
the key criteria triggering the watchlist include occupancy
concerns, financial performance and low DSCR.

Twenty-two loans have been liquidated from the pool since
securitization, resulting in an aggregate $19.6 million loss
(overall 25% average loss severity compared to a $16.3 million
loss at last review. Due to realized losses, classes N, O and P
have been eliminated entirely and Class M has experienced a 3%
principal loss.

Currently, ten loans, representing 54% of the pool, are in special
servicing. The largest specially serviced loan is the Lichtenstein
Retail Portfolio Loan ($25.3 million -- 16.7% of the pool), which
is secured by three retail properties totaling 269,000 square feet
(SF). The properties are located in Massachusetts and Connecticut.
The portfolio was 83% leased as of March 2010 compared to 96% at
last review. This loan is presently current and is in special
servicing due to a maturity default. The borrower was granted a
one-year extension to allow the borrower adequate time to sell the
portfolio and repay the loan. Moody's LTV and stressed DSCR are
82% and 1.32X, respectively, compared to 81% and 1.31X, at last
review.

As of the most recent remittance statement date, the transaction
has experienced unpaid accumulated interest shortfalls totaling
$2.4 million affecting Classes J through P. Interest shortfalls
are caused by special servicing fees, appraisal reductions,
extraordinary trust expenses and interest payment reductions due
to loan modifications. Moody's expects that interest shortfalls
will continue to be significant because of the pool's large
exposure to specially serviced loans.

The second largest specially serviced loan is the Maryland Trade
Center Loan ($16.1 million -- 10.6% of the pool), which is secured
by 185,613 SF office building located in Greenbelt, Maryland. The
loan was transferred to special servicing in September 2009 and is
currently real estate owned (REO). The master servicer has
recognized an aggregate $14.3 million appraisal reduction on eight
of the specially serviced loans. Moody's has estimated an
aggregate $12.8 million loss (23% expected loss on average) for
the specially serviced loans.

Moody's was provided with full year 2009 and 2010 operating
results for 100% and 72% of the conduit pool, respectively.
Excluding specially serviced loans, Moody's weighted average LTV
for the conduit component is 87% compared to 82% at Moody's prior
review. Moody's net cash flow reflects a weighted average haircut
of 11.8% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.7%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs for the conduit component are 1.10X and 1.23X, respectively,
compared to 1.17X and 1.29X 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 22% of the pool.
The largest conduit loan is the A-C Development Portfolio Loan
($16.3 million -- 10.7% of the pool), which is secured by four
grocery anchored retail centers located in South Carolina and
Georgia. The anchor in each center is Piggly Wiggly, which leases
78% of the portfolio on long term leases. The portfolio was 99%
leased as of December 2010 compared to 96% at last review. The
loan failed to pay off on its September 1, 2010 anticipated
repayment date (ARD) and now has a provision for a lockbox and 2%
higher interest rate. Moody's LTV and stressed DSCR are 84% and
1.16X, respectively, compared to 91% and 1.07X at last review.

The second largest loan is the DeZavala Oaks Apartment Loan ($11.8
million -- 7.8% of the pool), which is secured by a 352-unit
apartment complex located in San Antonio, Texas. The property was
94% leased as of March 2011, significantly higher than 72% at last
review. While occupancy has increased substantially, the
property's reported cash flow is lower than at last review due to
concessions. This loan is currently on the master servicer's
watchlist due to lower DSCR and prior occupancy concerns. Moody's
LTV and stressed DSCR are 96% and 1.01X, respectively, compared to
88% and 1.11X at last review.

The third largest loan is the Courtyard by Marriott Loan ($5.5
million -- 3.6% of the pool), which is secured by a 113-room hotel
located in Round Rock, Texas. Occupancy has been consistently
reported at 51% since last review. This loan has been on the
master servicer's watchlist due to lower occupancy and DSCR. Lobby
renovations and the addition of a restaurant are forecast to
increase performance metrics. Based on pre-renovation financial
results, Moody's LTV and stressed DSCR are 123.5% and 1.05X,
respectively, compared to 116% and 1.12X at last review.


GMAC COMMERCIAL: S&P Cuts Rating on Class G Certs. to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through securities from GMAC
Commercial Mortgage Securities Inc.'s series 2001-C1, a U.S.
commercial mortgage-backed securities (CMBS) transaction.

"The downgrades reflect current and potential interest shortfalls.
We lowered our rating on class G to 'D (sf)' because of
accumulated interest shortfalls that we expect to remain
outstanding for the foreseeable future. Accumulated interest
shortfalls on class G have been outstanding for two months," S&P
said.

The downgrades of classes D, E, and F reflect reduced liquidity
support due to the current interest shortfalls. The downgrades
further reflect the likelihood that these classes will experience
interest shortfalls in the near future due to the recovery of
prior advances by the master servicer, related to two ($11.5
million, 10.1%) of the 16 ($110.3 million, 96.8%) assets with the
special servicer, Berkadia Commercial Mortgage LLC (Berkadia).
"The master servicer, also Berkadia, has deemed the Providence
Office Center ($9.6 million, 8.4%) and Alpine Market Place
Shopping Center ($1.9 million, 1.7%) real estate owned (REO)
assets to be nonrecoverable and has indicated to us that they
intend to recover approximately $700,000 in prior advances related
to these assets. According to Berkadia, the majority of the amount
to be recovered will be reflected in the next three upcoming
remittance reports, with the balance to be reflected in the
September 2011 remittance report. Based on our discussions with
Berkadia, as well as our own analysis, the resultant interest
shortfalls are expected to cause the class E and F certificates to
experience interest shortfalls in the near future, in turn
reducing the liquidity support available to the class D
certificate," according to S&P.

As of the May 17, 2011 trustee remittance report, 16 of the
transaction's 17 remaining assets are with the special servicer.
The Providence Office Center ($9.6 million, 8.4%) REO asset was
transferred to special servicing in April 2010 due to payment
default. The asset is secured by two office buildings in
Norristown, Pa. The asset's reported total exposure is
$10.2 million.

The Alpine Market Place Shopping Center ($1.9 million, 1.7%) REO
asset was transferred to special servicing in July 2008. The asset
is secured by a 23,965-sq.-ft. retail property in Comstock Park,
Mich. The asset's reported total exposure is $2.1 million.

The reported payment status of the remaining 14 specially serviced
assets is: two ($41.2 million, 36.2%) are REO, one ($10.3 million,
9.0%) is in foreclosure, one ($2.2 million, 2.0%) is 90-plus days
delinquent, three ($10.3 million, 9.1%) are 60 days delinquent,
one ($7.9 million, 6.9%) is 30 days delinquent, four ($21.2
million, 18.6%) are in their grace period, and two ($5.7 million,
5.0%) are current.

As of the May 17, 2011, trustee remittance report, the trust
experienced $253,410 in monthly interest shortfalls. Two of the
specially serviced assets are generating appraisal subordinate
entitlement reduction (ASER) amounts totaling $89,265. The
Providence Office Center and Alpine Market Place Shopping Center
assets also contributed to the current interest shortfalls,
primarily via interest not advanced ($73,706) and recoveries of
prior advances ($67,681). The balance of the $253,410 current
interest shortfalls experienced by the trust is primarily due to
special servicing fees ($22,689).

Rating Lowered
GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-C1

                             Credit           Reported
           Rating       enhancement    interest shortfalls ($)
Class  To         From          (%)     Current    Accumulated
D      BBB+ (sf)  AA- (sf)    72.26           0              0
E      B+ (sf)    BBB- (sf)   57.09           0              0
F      CCC- (sf)  B+ (sf)     45.72           0              0
G      D (sf)     CCC- (sf)   34.35      57,673        130,939


GRAYSON CDO: S&P Affirms Rating on Class D Notes at 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, and C notes from Grayson CDO Ltd., a collateralized loan
obligation (CLO) transaction managed by Highland Capital
Management L.P. "We affirmed our ratings on the class A-1a, A-1b,
and D notes. At the same time, we removed our ratings on the A-1b,
A-2, and B notes from CreditWatch, where we placed them with
positive implications on March 1, 2011," S&P said.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since our Feb. 4, 2010,
downgrades of all the notes following the application of our
September 2009 collateralized debt obligation (CDO) criteria for
corporate-backed securities," S&P related.

As per the April 2011 trustee report, the transaction had $132.8
million in defaulted assets. "This was down from $214.1 million as
reflected in the November 2009 trustee report, which we referenced
for our February 2010, rating actions. Additionally, underlying
assets rated in the 'CCC' range (either by Standard & Poor's or
another rating agency) as per the April 2011 trustee report
equaled $128.6 million, down from $175.8 million as per the
November 2009 report," S&P said.

The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratios in the April 2011 monthly
report:

    The class A O/C ratio was 115.35%, compared with a reported
    ratio of 108.82% in November 2009;

    The class B O/C ratio was 108.34%, compared with a reported
    ratio of 102.50% in November 2009;

    The class C O/C ratio was 101.89%, compared with a reported
    ratio of 96.66% in November 2009; and

    The class D O/C ratio was 100.15%, compared with a reported
    ratio of 95.07% in November 2009.

The affirmations of the class A-1a, A-1b, and D notes reflect the
availability of credit support at the current rating levels.

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

Rating and CreditWatch Actions

Grayson CDO Ltd.

               Rating
Class     To             From
A-1b      A+ (sf)        A+ (sf) / Watch Pos
A-2       A (sf)         A- (sf) / Watch Pos
B         BB+ (sf)       B+ (sf) / Watch Pos
C         CCC+ (sf)      CCC- (sf)

Ratings Affirmed

Grayson CDO Ltd.

          Rating
A-1a      AA+ (sf)
D         CCC- (sf)

Transaction Information

Issuer:              Grayson CDO Ltd.
Co-issuer:           Grayson CDO Corp.
Collateral manager:  Highland Capital Management L.P.
Underwriter:         Credit Suisse AG
Indenture trustee:   State Street Bank and Trust Co.
Transaction type:    Cash flow CLO


GREENWICH CAPITAL: Moody's Affirms Three CMBS Rake Classes
----------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of three
rake or non-pooled classes of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-
FL3.

   -- Cl. H-LH, Affirmed at B3 (sf); previously on Sep 2, 2010
      Downgraded to B3 (sf)

   -- Cl. K-LH, Affirmed at Caa2 (sf); previously on Sep 2, 2010
      Downgraded to Caa2 (sf)

   -- Cl. M-LH, Affirmed at Caa3 (sf); previously on Sep 2, 2010
      Downgraded to Caa3 (sf)

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio and Moody's stressed debt service coverage
ratio (DSCR), remaining within acceptable ranges. The single loan
in the transaction is collateralized by a luxury hotel in New York
City.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the
previous review. Even so, deviation from the expected range will
not necessarily result in a rating action. There may be mitigating
or offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "Moody's
Approach to Rating Large Loan/Single Borrower Transactions"
published in July 2000.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.0. 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated September 2, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the June 7, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $43 million
from $708 million at securitization as the result of the payoff of
13 loans originally in the pool. The Certificates are now
collateralized by a single mortgage loan.

The pool has not experienced any losses since securitization nor
are there outstanding interest shortfalls.

The remaining loan in the pool, the Lowell Hotel ($28.7 million
pooled portion and $14.3 million rake or non-pooled portion), is
secured by a first mortgage lien on a 70-room luxury boutique
hotel located on the Upper East Side in New York City. The hotel
has experienced stress to the net cash flow similar to other New
York City luxury hotels. The property posted a RevPAR of $540.30
for 2010 down 24% from $716.62 in 2008. The loan was modified in
November of 2010 which included a $2 million principal paydown and
an extension through September 2011 with two additional 1-year
options. Moody's weighted average pooled loan to value ("LTV")
ratio is over 67% compared to 70% at last review. Moody's stressed
debt service coverage ratio ("DSCR") is 1.25X. Moody's current
credit estimate for the pooled balance is Ba2, the same as last
review.


GS MORTGAGE: S&P Gives 'BB-' Ratings on 2 Classes of Certs.
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Trust 2011-ROCK MZ's
$320 million pass-through certificates.

The preliminary ratings are based on information as of June 9,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

"The preliminary ratings reflect our assessment of the underlying
collateral's historical and projected performance, the sponsor's
and manager's experience, the liquidity provided by the trustee,
the loan's terms, existing debt, and the transaction's structure.
Standard & Poor's Ratings Services determined that the loan has a
debt service coverage (DSC) of 1.29x based on Standard & Poor's
net cash flow (NCF) and assuming a weighted average debt service
constant of 8.67% (ranging from 7.5% to 10.5%) on the total debt
of $2.005 billion. We determined a beginning and ending loan-to-
value (LTV) ratio of 80.5% based on Standard & Poor's valuation of
the underlying real estate, with consideration given for the 49%
equity interest in Rockefeller Center," S&P said.

Preliminary Ratings Assigned

GS Mortgage Securities Trust 2011-ROCK MZ

Class             Rating        Amount (mil. $)
A                 BBB- (sf)              123.75
B                 BB- (sf)               196.25
X*                BB- (sf)               320.0

*Interest-only class. The certificates will be issued to qualified
institutional buyers according to Rule 144A of the Securities Act
of 1933.


IMPAC SECURED: Moody's Reviews Ratings of $1.67 Bil. Alt-A RMBS
---------------------------------------------------------------
Moody's Investors Service has placed 11 tranches from Impac
Secured Assets Corp., Series 2006-3, 2006-4 and 2007-1 on review
with direction uncertain.

Complete rating actions are:

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-3

Cl. A-3, Caa3 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Upgraded to Caa3 (sf)

Cl. A-4, B3 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Upgraded to B3 (sf)

Cl. A-5, Caa2 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Upgraded to Caa2 (sf)

Cl. A-6, Ca (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Confirmed at Ca (sf)

Cl. A-7, Ca (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Confirmed at Ca (sf)

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-4

Cl. A-1, Caa3 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Confirmed at Caa3 (sf)

Cl. A-2B, Caa3 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Confirmed at Caa3 (sf)

Cl. A-2C, Ca (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Downgraded to Ca (sf)

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-1

Cl. A-1, B1 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Upgraded to B1 (sf)

Cl. A-2, Caa3 (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Confirmed at Caa3 (sf)

Cl. A-3, Ca (sf) Placed Under Review Direction Uncertain;
previously on Jul 22, 2010 Downgraded to Ca (sf)

RATINGS RATIONALE

The review action is prompted by a Trust Instruction Proceeding
(TIP) filed for Impac Secured Assets Corp., Series 2006-3, 2006-4
and 2007-1 transactions, in September 2010 and the lack of
resolution insofar.

The Trust Instruction Proceeding, relates to the discrepancies
between the payment waterfall provisions stated in the Pooling and
Servicing Agreement (PSA) and the Prospectus Supplement. According
to the Prospectus Supplement, the distributions to the Class A
certificates in these transactions should be on a pro-rata basis
after credit support depletion date (CSDD). The PSA however, does
not carry this corresponding language. The distributions to the
affected 12 tranches are being escrowed by the trustee pending the
resolution of this TIP.

Moody's prior rating action on these transactions was based on the
language in the PSA which retains the sequential payment waterfall
amongst the certificates after CSDD. However, as the allocation of
payments and losses to the certificates are subject to the outcome
of the TIP, these tranches have been placed on watch, direction
uncertain.


JEFFERIES RESECURITIZATION: S&P Cuts Ratings on 4 Classes to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
classes from Jefferies Resecuritization Trust 2008-R4, a U.S.
residential mortgage-backed securities (RMBS) resecuritized
real estate mortgage investment conduit (re-REMIC) transaction
issued in August 2008. "In addition, we affirmed our ratings on 77
classes from the same transaction," S&P said.

S&P continued, "On Dec. 15, 2010, we placed ratings on 16 classes
from this transaction on CreditWatch negative (all of such re-
REMIC classes from this transaction, we have since learned, had
been previously terminated in exchange for the original underlying
securities, and the related re-REMIC ratings have therefore been
withdrawn and are not part of this review), along with ratings
from a group of other RMBS re-REMIC securities. Additionally, on
April 1, 2011, we provided an update on the CreditWatch placements
and provided clarification regarding our analysis of interest
payment amounts within re-REMIC transactions (see 'S&P Corrects:
1,196 Ratings on 129 U.S. RMBS Re-REMIC Transactions Placed On
CreditWatch Negative')."

"Our ratings on the re-REMIC classes are intended to address the
timely payment of interest and principal. We reviewed the interest
and principal amounts due on the underlying securities, which are
then passed through to the applicable re-REMIC classes. When
performing this analysis, we applied our loss projections,
incorporating, where applicable, our recently revised loss
assumptions to the underlying collateral to identify the principal
and interest amounts that could be passed through from the
underlying securities under our rating scenario stresses. We
stressed our loss projections at various rating categories to
assess whether the re-REMIC classes could withstand the stressed
losses associated with their ratings while receiving timely
payment of interest and principal consistent with our criteria,"
S&P related.

"In applying our loss projections we incorporated, where
applicable, our recently revised loss assumptions as outlined in
'Revised Loss Assumptions For 2005 Vintage Prime Jumbo U.S. RMBS
Transactions,' published on March 25, 2011, into our review. Such
updates pertain to the 2005-2007 vintage prime, subprime, and
Alternative-A (Alt-A) transactions; some of which are associated
with the re-REMICs we reviewed (see tables 1 and 2)," S&P said.

Table 1
Lifetime Loss Projections For Prime And Subprime RMBS
(Percent of original balance)
           Prime RMBS      Subprime RMBS
            Aggregate        Aggregate
Vintage  Updated  Prior    Updated  Prior
2005         5.5   4.00      18.25  15.40
2006        9.25   6.60      38.25  35.00
2007       11.75   9.75      48.50  43.20

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
                            Fixed/
          Aggregate       long-reset
Vintage Updated  Prior  Updated  Prior
2005      13.75  11.25    12.75   9.60
2006      29.50  26.25    25.25  25.00
2007      36.00  31.25    31.75  26.25
         Short-reset
            hybrid        Option ARM
Vintage Updated  Prior  Updated  Prior
2005      13.25  14.75    15.50  13.25
2006      30.00  30.50    34.75  26.75
2007      41.00  40.75    43.50  37.50

"As a result of this review, we lowered our ratings on certain
classes based on our assessment as to whether there were principal
and interest shortfalls from the underlying securities that would
impair the re-REMIC classes at the applicable rating stresses. The
affirmations reflect our assessment of the
likelihood that the re-REMIC classes will receive timely interest
and principal under the applicable stressed assumptions," S&P
explained.

"This transaction contains a pro rata interest payment
structure among the re-REMIC securities in all of the certificate
groups. However, we based our downgrades on our projections of
principal loss amounts, as opposed to interest shortfalls,
allocated to the relevant re-REMIC classes under the applicable
ratings stress scenarios," S&P noted.

A total of 246 classes originally issued as part of this
transaction were cancelled after being exchanged for their
underlying certificates since the re-REMIC transaction closed.  As
a result, the ratings on these classes have been withdrawn. The
remaining outstanding classes are listed.

Rating Actions

Jefferies Resecuritization Trust 2008-R4
Series      2008-R4
                               Rating
Class      CUSIP       To                   From
7-A2       47232BBP0   B- (sf)              AAA (sf)
8-A2       47232BBV7   B- (sf)              AAA (sf)
9-A1       47232BCA2   BBB- (sf)            AAA (sf)
9-A2       47232BCB0   B- (sf)              AAA (sf)
9-A3       47232BCC8   AA+ (sf)             AAA (sf)
9-A4       47232BCD6   BBB- (sf)            AAA (sf)
9-A5       47232BCE4   A (sf)               AAA (sf)
9-A6       47232BCF1   BBB- (sf)            AAA (sf)
10-A1      47232BCG9   BBB- (sf)            AAA (sf)
10-A2      47232BCH7   B- (sf)              AAA (sf)
10-A3      47232BCJ3   AA+ (sf)             AAA (sf)
10-A4      47232BCK0   BBB- (sf)            AAA (sf)
10-A5      47232BCL8   A (sf)               AAA (sf)
10-A6      47232BCM6   BBB- (sf)            AAA (sf)
14-A2      47232BDH6   BB+ (sf)             AAA (sf)
49-A2      47232BNK8   CCC (sf)             AAA (sf)
50-A2      47232BNR3   CCC (sf)             AAA (sf)
51-A2      47232BNX0   CCC (sf)             AAA (sf)
52-A2      47232BPD2   CCC (sf)             AAA (sf)

Ratings Affirmed

Jefferies Resecuritization Trust 2008-R4
Series      2008-R4
Class      CUSIP       Rating
7-A1       47232BBN5   AAA (sf)
7-A3       47232BBQ8   AAA (sf)
7-A4       47232BBR6   AAA (sf)
7-A5       47232BBS4   AAA (sf)
7-A6       47232BBT2   AAA (sf)
8-A1       47232BBU9   AAA (sf)
8-A3       47232BBW5   AAA (sf)
8-A4       47232BBX3   AAA (sf)
8-A5       47232BBY1   AAA (sf)
8-A6       47232BBZ8   AAA (sf)
12-A1      47232BCU8   AAA (sf)
12-A2      47232BCV6   AAA (sf)
12-A3      47232BCW4   AAA (sf)
12-A4      47232BCX2   AAA (sf)
12-A5      47232BCY0   AAA (sf)
12-A6      47232BCZ7   AAA (sf)
13-A1      47232BDA1   AAA (sf)
13-A2      47232BDB9   AAA (sf)
13-A3      47232BDC7   AAA (sf)
13-A4      47232BDD5   AAA (sf)
13-A5      47232BDE3   AAA (sf)
13-A6      47232BDF0   AAA (sf)
14-A1      47232BDG8   AAA (sf)
14-A3      47232BDJ2   AAA (sf)
14-A4      47232BDK9   AAA (sf)
14-A5      47232BDL7   AAA (sf)
14-A6      47232BDM5   AAA (sf)
15-A1      47232BDN3   AAA (sf)
15-A2      47232BDP8   AAA (sf)
15-A3      47232BDQ6   AAA (sf)
15-A4      47232BDR4   AAA (sf)
15-A5      47232BDS2   AAA (sf)
15-A6      47232BDT0   AAA (sf)
16-A1      47232BDU7   AAA (sf)
16-A2      47232BDV5   AAA (sf)
16-A3      47232BDW3   AAA (sf)
16-A4      47232BDX1   AAA (sf)
16-A5      47232BDY9   AAA (sf)
16-A6      47232BDZ6   AAA (sf)
25-A1      47232BGA8   AAA (sf)
25-A2      47232BGB6   AA (sf)
25-A3      47232BGC4   AAA (sf)
25-A4      47232BGD2   AAA (sf)
25-A5      47232BGE0   AAA (sf)
25-A6      47232BGF7   AAA (sf)
37-A1      47232BKJ4   AA (sf)
37-A2      47232BKK1   BBB (sf)
37-A3      47232BKL9   AA+ (sf)
37-A4      47232BKM7   AA (sf)
37-A5      47232BKN5   AA+ (sf)
37-A6      47232BKP0   AA (sf)
42-A1      47232BLQ7   AAA (sf)
42-A2      47232BLR5   AAA (sf)
42-A3      47232BLS3   AAA (sf)
42-A4      47232BLT1   AAA (sf)
42-A5      47232BLU8   AAA (sf)
42-A6      47232BLV6   AAA (sf)
49-A1      47232BNJ1   AAA (sf)
49-A3      47232BNL6   AAA (sf)
49-A4      47232BNM4   AAA (sf)
49-A5      47232BNN2   AAA (sf)
49-A6      47232BNP7   AAA (sf)
50-A1      47232BNQ5   AAA (sf)
50-A3      47232BNS1   AAA (sf)
50-A4      47232BNT9   AAA (sf)
50-A5      47232BNU6   AAA (sf)
50-A6      47232BNV4   AAA (sf)
51-A1      47232BNW2   AAA (sf)
51-A3      47232BNY8   AAA (sf)
51-A4      47232BNZ5   AAA (sf)
51-A5      47232BPA8   AAA (sf)
51-A6      47232BPB6   AAA (sf)
52-A1      47232BPC4   AAA (sf)
52-A3      47232BPE0   AAA (sf)
52-A4      47232BPF7   AAA (sf)
52-A5      47232BPG5   AAA (sf)
52-A6      47232BPH3   AAA (sf)


JERSEY STREET: S&P Raises Rating on Class D Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from Jersey Street CLO Ltd. and removed them from
CreditWatch with positive implications. "At the same time, we
affirmed our ratings on the class A and B notes. Jersey
Street CLO Ltd. is a collateralized loan obligation (CLO)
transaction managed by MFS Investment Management," S&P said.

"The upgrades reflect the improved performance we have observed in
the deal since our last rating action in March 2010. The
affirmations reflect the availability of sufficient credit support
at the current rating levels," S&P explained.

According to the April 11, 2011, trustee report, the transaction
held $0.686 million in defaulted assets and $15.6 million in
assets rated 'CCC', down from $6.411 million in defaulted assets
and $33.3 million in assets rated 'CCC' as of the Feb. 18, 2010,
trustee report.

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

Rating Actions

Jersey Street CLO Ltd.
                       Rating
Class               To           From
C                   A (sf)       BBB (sf)/Watch Pos
D                   BB+ (sf)     BB- (sf)/Watch Pos

Ratings Affirmed

Jersey Street CLO Ltd.
Class                  Rating
A                      AA+ (sf)
B                      AA (sf)


JP MORGAN CHASE: Moody's Confirms Ratings of Ten CMBS Classes
-------------------------------------------------------------
Moody's Investors Service (Moody's) confirmed the ratings of ten
pooled classes and affirmed the ratings of three pooled classes
and seven non-pooled, or rake, classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-
Through Certificates, Series 2007-FL1.

   -- Cl. A-1, Confirmed at Aa1 (sf); previously on Apr 28, 2011
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-2, Confirmed at Baa1 (sf); previously on Apr 28, 2011
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. X-2, Confirmed at Aa1 (sf); previously on Apr 28, 2011
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Confirmed at Baa2 (sf); previously on Mar 9, 2011
      Baa2 (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Confirmed at Baa3 (sf); previously on Mar 9, 2011
      Baa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. D, Confirmed at Ba1 (sf); previously on Mar 9, 2011 Ba1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. E, Confirmed at B1 (sf); previously on Mar 9, 2011 B1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. F, Confirmed at B2 (sf); previously on Mar 9, 2011 B2
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. G, Confirmed at Caa1 (sf); previously on Mar 9, 2011
      Caa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. H, Confirmed at Caa3 (sf); previously on Mar 9, 2011
      Caa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. J, Affirmed at Ca (sf); previously on Dec 17, 2010
      Downgraded to Ca (sf)

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

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

   -- Cl. RS-1, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-2, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-3, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-4, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-5, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-6, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

   -- Cl. RS-7, Affirmed at C (sf); previously on Dec 17, 2010
      Downgraded to C (sf)

The confirmations and affirmations are due to key parameters,
including Moody's loan to value (LTV) ratio and Moody's stressed
debt service coverage ratio (DSCR), remaining within acceptable
ranges.

Moody's placed seven classes on review for possible downgrade on
March 9, 2011 and placed three classes on review for possible
downgrade on April 28, 2011. The classes were placed on review
because of an expected clawback of advances that would result in
anticipated interest shortfalls. However, due to the pro-rata
payment structure of this deal, interest shortfalls are paid prior
to the distribution of principal per class. This action concludes
Moody's review.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the
previous review. Even so, deviation from the expected range will
not necessarily result in a rating action. There may be mitigating
or offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "Moody's
Approach to Rating Large Loan/Single Borrower Transactions"
published on July 2000.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.0. 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 17, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the May 16, 2011 distribution date, the transaction's
certificate balance decreased by approximately 19% to $1.33
billion from $1.65 billion at securitization due to the payoff of
five loans and a principal pay down of one loan. The Certificates
are collateralized by 17 floating-rate loans ranging in size from
1% to 17% of the pooled trust mortgage balance. The largest three
loans account for 45% of the pooled balance.

The deal has a modified pro-rata structure. Interest on the pooled
trust certificates are distributed first to A-1 and X-2 pro rata,
and then to Classes A-2, B, C, D, E, F, G, H, J, K, and L,
sequentially. Prior to a monetary or material non-monetary event
of default, scheduled and unscheduled principal payments are
allocated to the Pooled Classes and junior participation interests
on a pro rata basis. Initially, 80% of the principal received is
paid to the Class A-1 and A-2 certificates sequentially and 20%
was allocated pro rata to the other certificates. Principal
distributions are made sequentially from the most senior to the
most junior class after the outstanding principal balance of the
Pooled Trust Assets (exclusive of Trust Assets related to
Specially Service Mortgage Loans) is less than 20% of the initial
principal balance of the Trust Assets. All losses and shortfalls
will be allocated first to the relevant junior interest, then to
the Raked Classes, and then to Classes L, K, J, H, G, F, E, D, C,
B, and A-2 in that order, and then to Class A-1.

The pool has experienced $1,442,967 of losses to date. Currently
six loans are in special servicing (24% of pooled balance) which
are the Resorts International loan (9%), the Chartwell Hotel
Portfolio loan (7%), the Malibu Canyon Corporate Center loan (3%),
the Westin Chicago North Shore loan (3%), the Sofitel Minneapolis
loan (1%) and the 321 Ellis loan (1%). The largest specially
serviced loan is the Resorts International loan ($120.2 million
pooled balance and $87.7 million non-pooled balance) which is
secured by three hotel/casinos with a total of 1,242 rooms:
Atlantic City Hilton (Atlantic City, New Jersey), Bally's Tunica
(Robinsonville, Mississippi), and Resorts Tunica (Tunica,
Mississippi). In July 2009, the portfolio was transferred to
special servicing due to payment default. The portfolio's
operating performance has continued to deteriorate since
securitization. The loan collateral was appraised in August 2010
for $249 million. The Atlantic City Hilton is currently being
marketed for sale. Servicer advances total almost $5 million.
Moody's anticipates a loss on this loan. Non-pooled Classes RS-1,
RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7 are secured by the junior
portion of the Resorts International Portfolio Loan.

Moody's weighed average pooled loan to value (LTV) ratio is 113%
compared to 108% at last review on March 19, 2009 and 62% at
securitization. Moody's pooled stressed DSCR is 1.25X, compared to
1.19X at last review and 1.86X at securitization.

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. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 10 compared to 11 at last review.

The largest loan in the pool is the Walden Galleria loan ($232.0
million, 17.4% of the pool balance), which is secured by a
dominant regional mall located in Buffalo, New York. The 1.6
million square foot mall is anchored by JC Penney, Macy's (anchor
owned), Sears, Lord & Taylor (anchor owned), Dick's Sporting Goods
and Regal Cinemas. The mall is managed by the Pyramid Company and
collateral vacancy as of December 2010 was 16.6%, up from 8.7% at
securitization. The final maturity for the loan is May 2012.
Moody's current pooled LTV is 65% and stressed DSCR is 1.36X.
Moody's credit estimate is A3, the same as last review.

The second largest pooled exposure, the Marriott Waikiki loan
($194.4 million, 14.6%), is secured by a leasehold interest in a
1,310 room full-service hotel known as The Marriott Waikiki Beach
Resort and Spa located in Honolulu, Hawaii. RevPAR for the year to
date period ending December 2010 was $139.40, up 2.7% from RevPAR
for the same period in 2009 of $135.78. The final maturity for the
loan is May 2012. Moody's current pooled LTV is 71% and stressed
DSCR is 1.61X. Moody's credit estimate is Ba1, the same as last
review.

The third largest loan, the PHOV Portfolio loan ($171.3 million;
12.9%), is secured by 11 full-service hotels with 3,025 guest
rooms located in California (3 properties), New Jersey (2
properties), Louisiana (2 properties), Florida (2 properties),
Illinois (1 property) and South Carolina (1 property). The
portfolio's net cash flow has not achieved Moody's original
expectations at securitization. The final extended maturity for
the loan is May 2012. Moody's current pooled LTV is over 100%.
Moody's credit estimate is Caa3, the same as last review.


JPMORGAN CHASE: S&P Lowers Ratings on 5 Classes of Certs. to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes of commercial mortgage-backed securities (CMBS) from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP9,
five of which S&P lowered to 'D (sf)'. "In addition, we affirmed
our 'AAA (sf)' ratings on six classes from the same transaction,"
S&P said.

"The rating actions follow our analysis of the transaction using
our U.S. conduit and fusion criteria. Our analysis included a
review of the credit characteristics of all of the loans in the
pool, the transaction structure, and the liquidity available to
the trust. In addition, current and potential interest shortfalls,
primarily due to appraisal subordinate entitlement reductions
(ASERs) and nonrecoverable charges, prompted us to lower our
ratings on classes G-S, H, H-S, J, and K to 'D (sf)'. We expect
these interest shortfalls to continue for the foreseeable future.
The downgrades of several certificate classes also reflect credit
support erosion we anticipate will occur upon the resolution of 25
($288.8 million, 6.1%) of the transaction's 27 ($560.1 million,
11.9%) assets with the special servicer and one ($28.5 million,
0.6%) loan we have determined to be credit-impaired," S&P related.

"Our analysis included a review of the credit characteristics of
all of the assets in the pool. Using servicer-provided financial
information, we calculated an adjusted debt service coverage (DSC)
of 1.25x and a loan-to-value (LTV) ratio of 138.6%. We further
stressed the loans' cash flows under our 'AAA' scenario to yield a
weighted average DSC of 0.82x and an LTV ratio of 183.8%. The
implied defaults and loss severity under the 'AAA' scenario were
89.4% and 48.4%. All of the DSC and LTV calculations exclude one
($44.0 million, 0.9%) defeased loan, one ($28.5 million, 0.6%)
loan we determined to be credit-impaired, and 25 ($288.8 million,
6.1%) of the transaction's 27 ($560.1 million, 11.9%) assets
with the special servicer. We separately estimated losses for the
excluded specially serviced and credit-impaired assets and
included them in the 'AAA' scenario implied default and loss
figures," according to S&P.

As of the May 16, 2011, remittance report, the trust experienced
monthly interest shortfalls totaling $654,433. The shortfalls were
primarily related to ASER amounts totaling $322,479 associated
with 14 of the specially serviced assets, as well as special
servicing fees of $119,191, nonrecoverable charges of $211,992,
interest on advances of $501, workout fees of $1,182, and other
shortfall charges of $724. Classes G-S and H have experienced
shortfalls for five months. Classes H-S, J, and K have experienced
shortfalls for nine months. "We anticipate that these shortfalls
will continue for the foreseeable future. Consequently, we lowered
the ratings on these classes to 'D (sf)'," S&P noted.

The affirmations of the ratings on the principal and interest
certificates reflect subordination levels and liquidity that is
consistent with the outstanding ratings. S&P affirmed its rating
on the class X interest-only (IO) certificate based on its current
criteria.

                         Credit Considerations

As of the May 16, 2011, remittance report, 27 ($560.1 million,
11.9%) assets in the pool were with the special servicer, LNR
Partners Inc. The payment status of the specially serviced assets
is as follows: six ($60.5 million, 1.3%) are real estate owned
(REO), 17 ($188.8 million, 4.0%) are 90-plus-days delinquent, one
($18.5 million, 0.4%) is 30-days delinquent, two ($192.3 million,
4.1%) are less than 30-days delinquent, and one ($100.0 million,
2.1%) is within its respective grace period. Appraisal reduction
amounts (ARAs) totaling $93.9 million were in effect for 20
specially serviced assets.

The Colony IV Portfolio loan ($171.4 million, 3.6%) is the largest
loan with the special servicer and the seventh-largest loan in the
pool. It is secured by a portfolio of 24 industrial and office
properties totaling over 2 million square feet of rentable area.
The properties are located in Illinois, Virginia, Texas, Georgia,
New Jersey, and Massachusetts. The loan is governed by a single
loan agreement which covers 14 groups of mortgage assets with 24
properties. Each of the 14 groups of mortgage assets
collateralizes one of three notes with maturity dates in 2011,
2013, and 2014. The loan was transferred to the special servicer
in November 2010 due to imminent default from cash flow problems.
The payment status of this loan is less than 30 days delinquent.
According to the special servicer, the borrower has requested a
modification to the loan. According to the June 30, 2010, rent
rolls, the reported occupancy for the portfolio has declined to
79% because the largest asset is now vacant.

The Bank of America Plaza loan ($100.0 million, 2.13%), the 10th-
largest in the pool, is secured by a class A office complex
comprising 1.2 million square feet in Atlanta. The loan was
transferred to the special servicer in February 2011 due to
imminent default from cash flow problems. The debt service payment
due is within its respective grace period. LNR reported that it is
in negotiations with the borrower regarding a loan modification.
The most recent reported DSC and occupancy were 1.03x and 82% as
of Dec. 31, 2009.

The 25 remaining specially serviced assets have individual
balances that represent less than 0.9% of the total pool balance.
"Our expected losses from these specially serviced assets ranged
from 10.0% to 75.9%. Weighted by loan balance, the average loss
severity for the remaining 25 specially serviced assets was
47.3%," S&P said.

"In addition to the specially serviced assets, we determined one
loan to be credit-impaired. The Magellan Storage-190 Torrance
Industrial loan ($28.5 million, 0.6%) is secured by a 245,133-sq.-
ft. mixed-use complex in Torrance, Calif. The payment status of
this loan is 60-plus days delinquent. The most recent reported DSC
was 0.93x as of Dec. 31, 2010. We expect a moderate loss upon the
resolution of this asset," S&P stated.

                         Transaction Summary

As of the May 16, 2011, trustee remittance report, the collateral
pool had a trust balance of $4.7 billion, down from $4.8 billion
at issuance. The pool currently includes 234 loans and six REO
assets. The master servicers, Berkadia Commercial Mortgage LLC,
Midland Loan Services, and Wells Fargo Bank N.A., provided
information for 97.0% of the nondefeased loans in the pool, all
of which was for interim 2009, full-year 2009, interim 2010, or
full-year 2010 data. "We calculated a weighted average DSC of
1.30x for the pool based on the reported figures. Our adjusted DSC
and LTV ratio were 1.25x and 138.6%, which exclude one ($44.0
million, 0.9%) defeased asset, one ($28.5 million, 0.6%) loan we
determined to be credit-impaired, and 25 ($288.8 million, 6.1%) of
the transaction's 27 ($560.1 million, 11.9%) specially serviced
assets. We separately estimated losses for the excluded specially
serviced and credit-impaired assets and included them in the 'AAA'
scenario implied default and loss figures," S&P explained.

The trust has experienced principal losses of $70.8 million
relating to eleven assets. Seventy ($1.5 billion, 32.9%) loans,
including three of the top 10 loans in the pool, are on the master
servicers' watchlists. Sixty-five ($1.4 billion, 29.7%) loans in
the pool have a reported DSC of less than 1.10x, and 46 ($1.0
billion, 21.5%) of these have a reported DSC below 1.00x.

                       Summary of Top 10 Loans

The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $2.0 billion (42.1%). "Using
servicer-reported numbers, we calculated a weighted average DSC of
1.30x for the top 10 real estate loans. Our adjusted DSC and LTV
ratio for the top 10 loans were 1.18x and 160.4%, respectively.
Three of the top 10 loans appear on the master servicer's
watchlist," S&P noted.

The Belnord loan ($375.0 million, 8.0%) is the largest loan in the
pool and is secured by a 215-unit apartment complex and 60,514
sq.-ft. retail space in New York City. According to the master
servicer, the loan appears on the watchlist because of the
property's low DSC, which is attributable to below-market
rents from rent controlled units. The borrower also states it
might face cash flow issues in relation to J-51 Tax Abatement. The
payment status of this loan is less than 30 days delinquent. The
most recent reported DSC was 0.56x as of Dec. 31, 2010.

The Galleria Towers ($232.0 million, 4.9%) is the third-largest
loan in the pool and is secured by three class A office buildings
comprising 1,428,314 sq. ft. in Dallas. According to the master
servicer, the loan is on the watchlist because of the property's
low reported DSC. The most recent reported DSC and occupancy were
1.11x and 89.5% as of Dec. 31, 2010.

The Americold Portfolio ($194.0 million, 4.1%) is the fifth-
largest loan in the pool and is secured by four temperature
controlled warehouse/distribution facilities located in four
states. According to the master servicer, the loan is on the
watchlist because of the property's low reported DSC. According to
the master servicer, one of the warehouse/distribution centers has
been closed. The most recent reported DSC was 1.11x as of Dec. 31,
2010.

Standard & Poor's stressed the assets in the pool according to its
criteria, and the analysis is consistent with its lowered and
affirmed ratings.

Ratings Lowered

JPMorgan Chase Commercial Mortgage Securities Trust
Commercial mortgage pass-through certificates
Series 2006-LDP9
             Rating
Class  To              From          Credit enhancement (%)
A-3    A- (sf)         A (sf)                         29.46
A-3SFL A- (sf)         A (sf)                         29.46
A-1A   A- (sf)         A (sf)                         29.46
A-M    BB+(sf)         BBB (sf)                       19.14
A-MS   BB+ (sf)        BBB (sf)                       19.14
A-J    B+ (sf)         BB- (sf)                       10.11
A-JS   B+ (sf)         BB- (sf)                       10.11
B      B (sf)          B+ (sf)                         8.04
B-S    B (sf)          B+ (sf)                         8.04
C      B- (sf)         B+ (sf)                         7.40
C-S    B- (sf)         B+ (sf)                         7.40
D      B- (sf)         B (sf)                          5.98
D-S    B- (sf)         B (sf)                          5.98
E      CCC+ (sf)       B (sf)                          4.82
E-S    CCC+ (sf)       B (sf)                          4.82
F      CCC (sf)        B- (sf)                         3.66
F-S    CCC (sf)        B- (sf)                         3.66
G      CCC-(sf)        B- (sf)                         2.62
G-S    D  (sf)         B- (sf)                         2.62
H      D (sf)          CCC (sf)                        1.33
H-S    D  (sf)         CCC (sf)                        1.33
J      D (sf)          CCC- (sf)                       0.95
K      D  (sf)         CCC- (sf)                       0.56

Ratings Affirmed
JPMorgan Chase Commercial Mortgage Securities Trust
Commercial mortgage pass-through certificates
Series 2006-LDP9

Class    Rating               Credit enhancement (%)
A-1S     AAA (sf)                              29.46
A-2      AAA (sf)                              29.46
A-2S     AAA (sf)                              29.46
A-2SFL   AAA (sf)                              29.46
A-2SFX   AAA (sf)                              29.46
X        AAA (sf)                              N/A

N/A -- Not applicable.


LB-UBS COMMERCIAL: S&P Lowers Rating on Class J Certs. to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2004-C8, a U.S. commercial mortgage-
backed securities (CMBS) transaction. "In addition, we affirmed
our ratings on 11 other classes from the same transaction," S&P
related.

"Our rating actions reflect our analysis of the transaction
primarily using our U.S. CMBS conduit/fusion criteria, the deal
structure, and the liquidity available to the trust. Our analysis
included a review of the credit characteristics of all of the
remaining loans in the pool. Using servicer-provided financial
information, we calculated an adjusted debt service coverage (DSC)
of 1.29x and a loan-to-value (LTV) ratio of 94.4%. We further
stressed the loans' cash flows under our 'AAA' scenario to yield a
weighted average DSC of 1.04x and an LTV ratio of 120.7%. The
implied defaults and loss severity under the 'AAA' scenario were
42.4% and 32.7%. The DSC and LTV calculations exclude nine ($96.5
million, 11.9%) of the transaction's 10 specially serviced assets
($117.0 million, 14.5%). We separately estimated losses for these
nine assets and included them in our 'AAA' scenario implied
default and loss figures," S&P said.

S&P continued, "The downgrades of classes G, H, and J reflect
credit support erosion we anticipate will occur upon the eventual
resolution of nine of the transaction's 10 specially serviced
assets, as well as the liquidity available to trust."

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' ratings on the class X-CL and X-CP interest-only (IO)
certificates based on our current criteria," S&P added.

                      Credit Considerations

As of the May 17, 2011, trustee remittance report, 10 assets in
the pool ($117.0 million, 14.5%) were with the special servicer,
LNR Partners LLC. The payment status of the specially serviced
assets is: four are real estate owned (REO) by the trust ($64.2
million, 7.9%), two are 90-plus-days delinquent ($6.3 million,
0.8%), two are matured balloon loans ($15.7 million, 1.9%), and
two are less than 30 days delinquent ($30.8 million, 3.8%).
Appraisal reduction amounts (ARAs) totaling $26.5 million are in
effect for five of the specially serviced assets. Details of the
three largest assets with the special servicer, two of which are
top 10 loans, are:

The Hunt Retail Portfolio ($32.0 million 4.0%) is the third-
largest asset in the pool and the largest specially serviced
asset. The loan was transferred to the special servicer in October
2008 and became REO in April 2009. This REO asset consists of an
11-property retail portfolio in five states, with an aggregate of
225,614 sq. ft. An ARA of $17.3 million is in effect against this
asset. S&P expects a significant loss upon the eventual resolution
of this asset.

The Latsko Portfolio I loan ($20.6 million, 2.6%) is the eighth-
largest asset in the pool and the second-largest specially
serviced asset. The loan was transferred to the special servicer
on July 30, 2009, due to payment default. The loan is secured by
an 11-property retail portfolio in Chicago, totaling 64,895 sq.
ft. Current financial information is not available for this loan.
The special servicer indicated that it will return the loan to the
master servicer shortly.

The Houston Apartments ($13.2 million, 1.6%) is the third-largest
specially serviced asset. The loan, with a $40 million original
unpaid principal balance, was transferred to special servicing in
November 2008 due to payment default and became REO in March 2009.
This REO asset originally consisted of three multifamily
properties in Houston, Texas, totaling 1,151 units. The trust sold
two of the three properties in 2010, leaving a single 288-unit
multifamily property. We expect a significant loss upon the
eventual resolution of this asset.

The remaining seven specially serviced assets have individual
balances that represent less than 1.5% of the total pool balance.
S&P estimated losses for all of these assets and calculated a
weighted average loss severity of 22.7%.

                         Transaction Summary

As of the May 17, 2011, trustee remittance report, the total pool
balance was $808.4 million or 61.6% of the pool balance at
issuance. The pool includes 62 loans and four REO assets, down
from 91 loans at issuance. Three loans ($214.1 million, 26.5%) are
defeased. The master servicer, Wells Fargo Bank N.A.
(Wells Fargo), provided financial information for 68.2% of the
nondefeased balance. Most of the data was full-year 2010 data
(59.6%) and the remainder (8.5%) was partial- or full-year 2009
data.

"We calculated a weighted average DSC of 1.28x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.29x and 94.4%. Our adjusted DSC and LTV
figures excluded nine of the transaction's 10 specially serviced
assets. Current financial information was available for five of
these excluded assets, which had a reported weighted average DSC
of 0.96x. The transaction has experienced $11.4 million
in principal losses in connection with 16 assets. Ten loans ($86.2
million, 10.7%) in the pool are on the master servicer's
watchlist, including two of the top 10 exposures secured by real
estate. Ten loans ($98.8 million, 12.2%) have a reported DSC of
less than 1.10x, eight ($55.5 million, 6.9%) of which have a
reported DSC less than 1.00x," S&P stated.

         Summary of Top 10 Assets Secured by Real Estate

The top 10 assets secured by real estate have a $324.2 million
(40.1%) aggregate outstanding balance. "Using servicer-reported
numbers, we calculated a weighted average DSC of 1.27x for the top
10 assets. Our adjusted DSC and LTV ratio for the top 10 assets
are 1.24x and 98.4%. Two of the top 10 assets are with the special
servicer and two appear on the master servicer's watchlist," S&P
noted.

Gehr Florida Portfolio ($37.0 million, 4.6%) is the second-largest
exposure secured by real estate in the pool and the largest loan
on the master servicer's watchlist. The loan is secured by two
retail properties and one office building in Florida, totaling
502,694 sq. ft. The loan appears on the master servicer's
watchlist due to low reported DSC, which was 1.07x as of Dec. 31,
2010. Reported occupancy was 69.1% as of June 30, 2010.

Western Jewelry Mart ($16.2 million, 2.0%) is the 10th-largest
exposure secured by real estate in the pool and the second-largest
loan on the master servicer's watchlist. The loan is secured by a
108,452-sq.-ft. retail property in Los Angeles, Calif. The loan
appears on the watchlist due to low reported DSC, which was 0.79x
as of Dec. 31, 2009. Reported occupancy was 100.0% as of Aug. 1,
2010.

Standard & Poor's stressed the assets in the pool according to its
current criteria. The resultant credit enhancement levels are
consistent with S&P's rating actions.

Ratings Lowered

LB-UBS Commercial Mortgage Trust 2004-C8
Commercial mortgage pass-through certificates
                Rating
Class      To           From        Credit enhancement (%)
G          BB+ (sf)     BBB- (sf)                     8.53
H          B+ (sf)      BB+ (sf)                      6.91
J          CCC+ (sf)    B- (sf)                       5.69

Ratings Affirmed

LB-UBS Commercial Mortgage Trust 2004-C8
Commercial mortgage pass-through certificates

Class    Rating              Credit enhancement (%)
A-4      AAA (sf)                             31.04
A-5      AAA (sf)                             31.04
A-6      AAA (sf)                             31.04
A-J      AAA (sf)                             20.49
B        AA (sf)                              18.06
C        A+ (sf)                              15.63
D        A (sf)                               13.80
E        A- (sf)                              11.98
F        BBB (sf)                              9.95
X-CL     AAA (sf)                               N/A
X-CP     AAA (sf)                               N/A

N.A. Not applicable


MARIAH RE: S&P Puts 'B' Rating on Series 2010-1 Notes on Watch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B (sf)' rating on
Mariah Re Ltd.'s Series 2010-1 notes on CreditWatch with negative
implications.

"On May, 10, 2011, we indicated that the tornados that occurred in
the covered area through the end of April could affect the rating
on the notes. Estimated losses from Catastrophe Series Numbers 44,
45, and 46 brought the estimate of total covered losses through
the end of April up to approximately $177 million. On a modeled
basis, using the attachment level of $825 million, it is expected
that covered events totaling $157 million have occurred through
the end of April, so the estimate of total losses was
approximately $20 million higher than expected. The losses related
to these three events were not reported until the end of May, at
which time modeled losses were expected to equal $302 million, so
the estimate of covered losses was below that of expected modeled
losses," S&P said.

The CreditWatch placement is related to the Catastrophe Series
Number 48, the tornado that affected Joplin, Mo., and other
covered areas. "Although we do not have an estimate of total
losses from this event, it would not be unexpected for covered
losses to equal the note event limit of $300 million," S&P said.

"If Catastrophe Series Number 48 were a full event limit loss, we
could lower the rating by one to three notches. However, depending
on when the loss amount from this event is reported, the total
amount of covered losses, if the previous estimates on any of the
existing covered events increase, and if there are any additional
events, the rating outcome could be different. If there are no
additional events over the next two months and loss estimates on
existing covered events do not increase, we would expect to affirm
the rating on the notes and remove it from CreditWatch. As we
receive updated information, we will take the appropriate rating
action," S&P related.

The initial annual risk period for the notes ends Dec. 31, 2011.
If covered losses do not exceed the attachment point by that date
(to the extent there aren't any covered events for which a covered
loss amount needs to be determined), the annual aggregate loss
amount will go to zero, and the notes will be reset to a
probability of attachment not greater than 2.57%.

Ratings List

CreditWatch Action
                          To                     From
Mariah Re Ltd.
Series 2010-1 notes      B (sf)/Watch Neg        B (sf)


MERRILL LYNCH: Moody's Upgrades Rating of One CMBS Class
--------------------------------------------------------
Moody's Investors Service (Moody's) upgraded the ratings of four
classes and affirmed one class of Merrill Lynch Mortgage Loans,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-
CANADA 4:

   -- Cl. X, Affirmed at Aaa (sf); previously on Nov 27, 2000
      Definitive Rating Assigned Aaa (sf)

   -- Cl. F, Upgraded to Aaa (sf); previously on Nov 18, 2010
      Upgraded to Baa1 (sf)

   -- Cl. G, Upgraded to Aa3 (sf); previously on Nov 27, 2000
      Assigned Ba3 (sf)

   -- Cl. H, Upgraded to Baa3 (sf); previously on Nov 27, 2000
      Assigned B2 (sf)

   -- Cl. J, Upgraded to B1 (sf); previously on Oct 8, 2009
      Downgraded to Caa1 (sf)

RATINGS RATIONALE

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 46% since Moody's last
review. The affirmation is due to key parameters, including
Moody's loan to value (LTV) ratio and Moody's stressed DSCR
remaining within acceptable ranges. The decline in loan diversity,
as measured by the Herfindahl Index (Herf), has been offset by the
significant increase in subordination. Based on Moody's current
base expected loss, the credit enhancement level for the affirmed
class is sufficient to maintain the current rating.

Moody's rating action reflects a cumulative base expected loss of
2.7% of the current balance. At last review, Moody's cumulative
base expected loss was 4.8%. Moody's stressed scenario loss is
9.6% of the current balance. Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

   http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255

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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011. The
hotel and multifamily sectors are continuing to show signs of
recovery, while recovery in the office and retail sectors will be
tied to recovery of the broader economy. The availability of debt
capital continues to improve with terms returning toward market
norms. Moody's central global macroeconomic scenario reflects an
overall sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000. Another methodology considered was "CMBS: Moody's
Approach to Rating Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 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 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 and B2, 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 estimates is melded with the conduit
model credit enhancement into an overall model result. Fusion loan
credit enhancement is based on the underlying rating 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 estimates 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 3 compared to 4 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 8.0 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated November 18, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

DEAL PERFORMANCE

As of the May 16, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $11.8
million from $287.6 million at securitization. The Certificates
are collateralized by three mortgage loans ranging in size from
23% to 53% of the pool.

The pool does not contain any defeased loans or loans with credit
estimates.

One loan, representing 53% of the pool, is 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. The single loan
on the watchlist matures within three months.

There have been no losses to date to the trust and currently there
are no loans in special servicing. Moody's was provided with full
year 2009 operating results for 100% of the pool and 33% of full-
year 2010 financial results. Moody's weighted average LTV is 51%
compared to 58% 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 9.7%.

Moody's actual and stressed DSCRs are 1.56X and 2.07X,
respectively, compared to 1.44X and 1.85X 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 is the Summit Nova Scotia Loan ($6.3 million --
52.9%), which is secured by a 152,694 square foot (SF) retail
property located in Halifax, Nova Scotia. The loan matures in
August 2011. Moody's LTV and stressed DSCR are 47% and 2.26X,
respectively, compared to 60% and 1.75X at last review.

The second largest loan is the Business Depot Loan ($2.8 million -
- 23.8%), which is secured by 24,419 SF retail center located in
Montreal, Quebec. The loan matures in November 2015. Moody's LTV
and stressed DSCR are 56% and 1.86X, respectively, compared to 75%
and 1.39X at last review.

The third largest loan is the Sobeys Kincardine Loan ($2.7 million
-- 23.3% of the pool), which is secured by a 35,630 SF retail
center in Kincardine, Ontario. The loan matures in September 2015.
Moody's LTV and stressed DSCR are 57% and 1.85X, respectively,
compared to 60% and 1.75X at last review.


MILLION AIR: Moody's Assigns Ba3 Rating to Projects Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the Million
Air One LLC General Aviation Facilities Projects Revenue Bonds,
Series 2011 issued by the Capital Trust Agency. The rating outlook
is stable.

SUMMARY RATING RATIONALE

The rating is based on Million Air One's competitiveness as one of
the major brands in the FBO (Fixed Base Operator) industry, its
diversified revenue base from three locations, at two of which
Million Air One currently faces no competition, and project
finance features including a debt service reserve and a
supplemental reserve fund which together cover 2 years worth of
debt service. The rating is also based on the FBO industry's
specialized nature of service, a customer base susceptible to
macroeconomic conditions, no long-term contracts, and low
financial metrics. The stable outlook is based on Moody's
expectation that Million Air One will continue to maintain its
fuel sales profit margins and honor all rents and financial
obligations pertaining to its lease agreements at the respective
airports.

The bonds are being issued by the Capital Trust Agency, a legal
entity of the State of Florida formed through an interlocal
agreement between the cities of Gulf Breeze and Century. Million
Air One is an entity under Million Air Interlink (MAI), a
corporation headquartered at Houston Hobby Airport. Million Air
FBOs currently operate at 29 airports.

USE OF PROCEEDS: Proceeds will be used to fund capital
improvements at Hobby Airport, repay a promissory note used to
fund purchase of Tallahassee FBO fueling rights from FlightLine
Aviation, some remodeling at Tallahassee, and construction of an
FBO facility at Gulfport-Biloxi Airport. The funds will also be
used to fund a 12-month debt service reserve.

LEGAL SECURITY: Million Air One (the company), will be obligated
to make loan payments at the times and in the amounts sufficient
to make timely payment of the principal of, premium, if any and
interest on the Series 2011 Bonds as the same become due and
payable.

The Capital Trust Agency will assign and pledge a first priority
security interest in the funds created by the indenture, all of
the issuer's right, title, and interest in the Trust Estate
established under the indenture including, without limitation, all
of the Issuer's right, title and interest in the loan agreement
and all revenues, payments, receipts and moneys.

Each subsidiary at the three airports will assign and pledge to
the bond trustee, and grant a first priority security interest in
all funds held under the indenture and in all right, title and
interest in the revenues and the mortgages of the facilities
(pursuant to the leasehold mortgages).

INTEREST RATE DERIVATIVES: None.

STRENGTHS

* Operations at four separate locations in Houston, Tallahassee,
  Fort Walton Beach, and Harrison County, MS provide revenue
  diversity, though approximately 50% is concentrated at the
  Houston location, and all four are located along the Gulf Coast

* Projects have strong competitive position at each airport with
  little to no competition at Tallahassee, Fort Walton Beach, and
  Gulfport-Biloxi, and a position as a market leader among the
  five FBOs at Houston

* Construction risk is limited at all locations in various ways,
  minimizing cost overrun risks

CHALLENGES

* The FBO industry is highly competitive and fragmented, though
  Million Air is one of the largest national brands

* Long-term national demand for FBO services has been increasing,
  but it is sensitive to macroeconomic factors such as national
  and local economic conditions, oil price fluctuations, and
  federal spending priorities

* Low debt service coverage reveals little resiliency to risk of
  unexpected events

* Cross default among Million Air One and the three subsidiaries
  would result in indenture default if any of the projects default
  on its ground lease. This is mitigated by a six-month security
  deposit and the structure whereby lease payments are made ahead
  of debt service

* The current leases at Tallahassee and Gulfport-Biloxi expire
  before the end of debt service requirements, 2 and 3 years,
  respectively, but each has an option period that could cover the
  remaining period

DETAILED CREDIT DISCUSSION

Cash flows to cover debt service derive from MillionAir One's
operation as an FBO at four airports along the Gulf Coast, William
P. Hobby Airport in Houston, Texas, Tallahassee Regional Airport
in Tallahassee, Florida, Fort Walton Beach Airport in Florida, and
Gulfport-Biloxi International in Harrison County, Mississippi.

The major source of revenue for FBOs comes from fuel sales to
general aviation and, to some extent, commercial and military
aircraft. While Million Air One is one of the major brands in the
FBO industry, the industry's customer base varies with customers'
need and ability to engage in leisure or business travel. The
industry is sensitive to macroeconomic factors such as national
and local economic conditions, oil price fluctuations, and federal
spending priorities. While long-term national demand for FBO
services has been increasing, Million Air One's facilities have
experienced decreased fuel sales since 2006, though 2010 and 2011
have seen a turnaround to growth. As Million Air One has no long-
term contracts for major portions of its revenues, they will vary
directly with the industry's financial fluctuations. Furthermore,
while the simple operating nature of this business eliminates
technological risk, it also makes possible relatively easy
entrance into the business, creating a highly competitive
environment. Currently, Million Air is the only fuel provider at
Tallahassee and will be the only provider at Gulfport once
Atlantic Aviation's contract terminates coincident with the
completion of Million Air's facility at that airport expected this
summer.

Revenues are 50% concentrated in the Houston location, but Million
Air One's history and brand competitiveness at Hobby Airport
provide some revenue stability and predictability. Million Air One
has been operating at Hobby since 1999, and while it competes with
four other FBOs, it has been able to maintain a stable 25% market
share of total fuel sales and a stable profit margin since 2005.
Most recently, it has gained greater market share, currently at
30%, and should be able to maintain this given the additional
improvements it will make to its current infrastructure.

Revenues from the other locations are exposed to variability in
military aircraft operations and limited operational history, but
also benefit from the absence of competition from other fuel
providers. Million Air operations at Tallahassee began in 2009 and
operations at Gulfport are expected to begin mid-2011. The limited
sales history makes it difficult to assess predictability of
future sales. Military revenues are expected to comprise 15% of
total revenues at the combination of Fort Walton Beach and
Tallahassee and 33% at Gulfport, or 11% of total revenues to cover
debt service. While the Gulf coast is home to numerous military
bases, military operations are subject to a variety of
externalities. The recent surge in military operations may be the
result of current national war efforts and Hurricane Katrina's
military aid and may decline as national needs cease to demand
current levels of military activity. As a positive, while revenues
at these two locations are more variable than those from Hobby,
they are not exposed to competition. Under its Tallahassee lease,
Million Air One enjoys a guarantee that the airport will not
contract with additional FBOs. There is no such guarantee at
Gulfport, but the airport's smaller size should limit its need to
contract an additional FBO as Million Air One should fulfill its
fueling service requirements.

The project displays low resiliency to event risk. Management
financial metrics project above 2.0x debt service coverage the
first two years and an average of 1.6x coverage after debt service
doubles in 2013 and levels off in 2014. However, Moody's base
case, which reduces management growth assumptions by half and
assumes no growth in revenues at Tallahassee results in a lower
average of 1.2x coverage. Furthermore, using the average
annualized debt service according to Moody's Generic Project
Finance Methodology yields an average coverage of 1.46x under the
Moody's case. Moody's also gives credit to the project's debt
service reserve and supplemental reserve, which together provide
liquidity worth two years of debt service. However, the
supplemental reserve is not specifically reserved for debt
service.

Million Air One leases ground space at all three airports. The
leases at Tallahassee and Gulfport expire 2 and 3 years,
respectively, before the end of debt service requirements, but
each has an option period that could cover the remaining period.
While cross default among Million Air One and the three
subsidiaries would result in indenture default if any of the
projects default on its ground lease, Million Air One's lease
obligations consist mostly of operation and capital improvements,
which Moody's deems manageable. Construction risk is minimal at
Tallahassee, which requires only interior renovations, and at
Gulfport, which is substantially complete. The project at Houston
has not begun construction, but risk is mitigated by a fixed-price
contract with an experienced contractor, simple construction
design, and a $1M contingency fund.
Outlook

The stable outlook is based on Moody's expectation that Million
Air One will continue to maintain its fuel sales profit margins
and honor all rents and financial obligations pertaining to its
lease agreements at the respective airports.

What could change the rating -- UP

A continuous increase in customer base resulting in revenues that
yield a sustained minimum debt service coverage above 1.75 times.

What could change the rating -- DOWN

A significant decrease in fuel sales, termination of any of the
existing ground leases, or a reduction of reserve funds.


MONTANA RE: S&P Lowers Rating on Class E Notes to 'CCC'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Montana
Re Ltd.'s Series 2010-1 Class E notes to 'CCC(sf)' from 'B-(sf)'
and removed the rating from CreditWatch, where it had been placed
on March 28, 2011, with negative implications.

"We put the rating on CreditWatch when the issuer submitted an
activation notice to Risk Management Solutions (RMS) related to
the March 11, 2011, Tohoku earthquake. RMS, as calculation agent,
has determined that the earthquake was a covered event. As a
result, the noteholders are now at risk for any subsequent covered
events until the initial Class E annual risk period ends on Dec.
31, 2011. If there aren't any further covered events during this
time, the notes will revert back to providing coverage from second
and subsequent events on an annual aggregate basis. In addition,
at that time, the probability of attachment will be reset to be no
greater than 6.06%, and we will likely raise the rating back to
'B-(sf)'," S&P said.

Ratings List

                                To            From
Montana Re Ltd.
Series 2010-1 Class E notes    CCC(sf)       B-(sf)/Watch Neg


MORGAN STANLEY: Fitch Takes Various Actions on MSCI 2003-IQ4
------------------------------------------------------------
Fitch Ratings downgrades three classes, upgrades two classes and
affirms nine classes of Morgan Stanley Capital I Trust commercial
mortgage pass-through certificates, series 2003-IQ4.

The downgrades are the result of an increase in Fitch expected
losses of the remaining pool. Fitch modeled losses of 2.5% of the
remaining pool; expected losses of the original pool are at 2.1%,
including losses already incurred to date. Fitch has identified 18
loans (13.4%) as Fitch Loans of Concern, which includes four
specially serviced loans (3.9%).

The upgrades are due to increased credit enhancement as a result
of principal paydown (5.5%) and additional defeasance (2.2%) since
last review. As of the May 2011 distribution date, the pool's
aggregate principal balance has been paid down by approximately
27.4% to $528.3 million from $727.8 billion at issuance. Interest
shortfalls are affecting the non-rated class O, with cumulative
unpaid interest totaling $0.2 million.

The largest contributor to modeled loss is a 259,848 square foot
(sf) mixed-use complex located in Cranford, NJ. The loan
transferred to the special servicer on July 16, 2010 due to
imminent default. Foreclosure proceedings have been initiated and
the receiver has been appointed. Current appraisal value of the
property indicates losses upon liquidation.

The second largest contributor to loss is a 254 unit apartment
complex located in Gainesville, FL. The property is mostly
occupied by students attending The University of Florida. Year-end
(YE) 2010 debt service coverage ratio (DSCR) was 0.87 times (x),
compared to 1.38x at issuance. The decrease in DSCR is primarily
the result of lower revenue due to lower occupancy. Occupancy has
improved to 95.7% at YE 2010 compared to 81.5% at YE 2009.

The third largest contributor to loss is a mixed use property in
Encino, CA. The first two stories consist of retail space and the
third story consists of office space. Occupancy dropped to a low
of 85% in mid-2010 but has rebounded to 93% per the Jan. 25, 2011
rent roll. YE 2010 DSCR was 0.87x compared to 1.47x at issuance.

Fitch downgrades and revises these recovery ratings:

   -- $5.4 million class L to 'CCC/RR1' from 'B-/LS5';

   -- $1.8 million class M to 'CC/RR3' from 'CCC/RR2';

   -- $1.8 million class N to 'C/RR6' from 'CCC/RR4'.

Fitch upgrades these classes:

   -- $18.2 million class B to 'AAA/LS3' from 'AA+/LS3'; Outlook
      Stable;

   -- $23.7 million class C to 'AA/LS3'from 'A+/LS3; Outlook
      Stable.

In addition, Fitch affirms and revises these recovery ratings:

   -- $431 million class A-2 at 'AAA/LS1'; Outlook Stable;

   -- $4.5 million class D at 'A/LS5' from'A/LS4'; Outlook Stable;

   -- $7.3 million class E at 'A-/LS5' from'A-/LS4'; Outlook
      Stable;

   -- $7.3 million class F at 'BBB+/LS5' from'BBB+/LS4'; Outlook
      Stable;

   -- $8.2 million class G at 'BBB/LS5' from'BBB/LS4'; Outlook to
      Stable from Outlook Negative;

   -- $8.2 million class H at 'BB+/LS5' from'BB+/LS4'; Outlook to
      Stable from Outlook Negative;

   -- $3.6 million class J at 'BB/LS5'; Outlook to Stable from
      Outlook Negative;

   -- $1.8 million class K at 'BB-/LS5'; Outlook Negative.

Class A-1 has paid in full. Fitch does not rate the $5.4 million
class O.

Fitch has withdrawn the ratings on the Interest-only classes X-1
and X-2.


MORGAN STANLEY: Fitch Takes Actions on MSCI 2007-XLF
----------------------------------------------------
Fitch Ratings has downgraded three classes from the pooled portion
of Morgan Stanley Capital I Trust series 2007-XLF (MSCI 2007-XLF)
reflecting Fitch's increased base case loss expectation of 6.8%.
Fitch's performance expectation incorporates prospective views
regarding the commercial real estate market outlook.

Under Fitch's methodology, approximately 51.9% of the pool is
modeled to default in the base case stress scenario, defined as
the 'B' stress. In this scenario, the modeled average cash flow
decline is 7.4% from generally year end 2010. To determine a
sustainable Fitch cash flow and stressed value, Fitch analyzed
servicer-reported operating statements and rent rolls, updated
property valuations, and recent sales comparisons. Fitch estimates
that average recoveries will be strong, with an approximate base
case recovery of 86.8%.

The transaction is collateralized by 10 loans, including three
secured by hotels (44.8%), six by office (40.5%), and one by land
(14.7%). The transaction faces near-term maturity risk with six
loans having their final maturity in 2011 (72.8%) and three in
2012 (24%). The remaining loan has a final maturity date in 2014
(3.3%).

With respect to the pooled classes, two of the loans were modeled
to take a loss in the base case: Babcock Ranch (14.7%), and Le
Meridien Cancun (3.3%).

Babcock Ranch is secured by 17,890 acres of unimproved land
situated in an environmental corridor stretching from Lake
Okeechobee in the center of Florida to the Charlotte Harbor
Estuary on Florida's Gulf Coast. At issuance, the subject property
was expected to be developed into a 'green community'; the
entitlement process is ongoing. While the loan remains current, it
is scheduled to mature on Aug. 9, 2011 with no remaining extension
options in place. The loan was transferred to special servicing in
March 2011 to discuss a potential modification and extension of
the loan. Fitch modeled a substantial decline in the property's
value since issuance resulting in a significant expected loss in
the base case scenario.

Le Meridien Cancun is secured by a 213 room full-service hotel
located in Cancun, Mexico. Property cash flow has failed to
increase to levels initially anticipated at issuance with year-end
2010 cash flow negative. Fitch classified this loan as a Loan of
Concern, and a term default was modeled in Fitch's base case.

With respect to the non-pooled classes, Fitch upgraded classes M-
STR and N-STR, which are associated with the Starco Office
Portfolio, due to the significantly improved performance of the
portfolio; servicer-reported NOI increased by 40% between year end
2009 and year end 2010. Fitch downgraded class M-JPM, which is
associated with the JPMorgan Office Portfolio, as the bond has
incurred principal losses.

Fitch has affirmed the ratings and revised Loss Severity (LS)
ratings and Outlooks for these pooled classes:

   -- $187.5 million class A-1 at 'AAAsf/LS2' from 'AAAsf/LS1';
      Outlook Stable;

   -- $229.7 million class A-2 at 'AAAsf/LS2' from 'AAAsf/LS1';
      Outlook Stable;

   -- $41.2 million class B at 'AAsf/LS4' from 'AAsf/LS2'';
      Outlook to Stable from Negative;

   -- $41.2 million class C at 'Asf/LS4' from 'Asf/LS2'; Outlook
      to Stable from Negative;

   -- $25.2 million class D at 'Asf/LS4' from 'Asf/LS2'; Outlook
      to Stable from Negative;

   -- $27.4 million class E at 'BBBsf/LS4' from 'BBBsf/LS2';
      Outlook to Stable from Negative;

   -- $26.3 million class F at 'BBBsf/LS4' from 'BBBsf/LS2';
      Outlook to Stable from Negative;

   -- $26.6 million class G at 'BBsf/LS4' from 'BBsf/LS2'; Outlook
      to Stable from Negative;

   -- $13.5 million class H at 'BBsf/LS5' from 'BBsf/LS3'; Outlook
      Negative.

Fitch has downgraded and assigned Recovery Ratings (RRs) to these
pooled classes, as indicated:

  -- $20.6 million class J to 'CCCsf/RR2' from 'Bsf/LS3';
  -- $20.6 million class K to 'Csf/RR6' from 'Bsf/LS3';
  -- $21.1 million class L to 'Csf/RR6' from 'CCCsf/RR3'.

In addition, Fitch has upgraded and assigned Outlooks to these
non-pooled classes:

   -- $2.9 million class M-STR to 'BBsf' from 'CCsf/RR6'; Outlook
      Stable;

   -- $2.6 million class N-STR to 'BBsf' from 'CCsf/RR6'; Outlook
      Stable.

Fitch has affirmed and revised Outlooks to these non-pooled
classes:

   -- $5.2 million class M-HRO at 'BBsf'; Outlook to Stable from
      Negative;

   -- $8 million class N-HRO at 'Dsf/RR1'.

Fitch has downgraded and assigned an RR to this non-pooled class:

   -- $477,273 class M-JPM to 'Dsf/RR1' from 'BB-sf'.


MORGAN STANLEY: S&P Lowers Rating on Class L Certs. to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-TOP23, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently, we
affirmed our ratings on six other classes from this transaction,"
S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit and fusion CMBS criteria. Our
analysis included a review of the credit characteristics of all of
the remaining loans in the pool, the transaction structure, and
the liquidity available to the trust," S&P related.

"Our downgrades reflect credit support erosion that we anticipate
will occur following the resolution of the six loans ($52.2
million, 3.5%) currently with the special servicer. We also
considered the monthly interest shortfalls that are affecting the
trust. We lowered our rating on the class L certificate to 'D
(sf)' because we expect interest shortfalls to continue for the
foreseeable future," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with our outstanding ratings. We affirmed our 'AAA
(sf)' rating on the class X interest-only (IO) certificate based
on our current criteria," S&P stated.

According to S&P, "Using servicer-provided financial information,
we calculated an adjusted debt service coverage (DSC) of 1.55x and
a loan-to-value (LTV) ratio of 97.9%. We further stressed the
loans' cash flows under our 'AAA' scenario to yield a weighted
average DSC of 0.96x and an LTV ratio of 129.7%. The implied
defaults and loss severity under the 'AAA' scenario were 71.7% and
34.4%. The DSC and LTV calculations exclude the six ($52.2
million, 3.5%) loans currently with the special servicer. We
separately estimated losses for the specially serviced loans and
included them in our 'AAA' scenario implied default and loss
severity figures."

As of the May 12, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $44,625 primarily
related to appraisal subordinate entitlement reduction (ASER)
amounts of $30,023, special servicing and workout fees of $10,260,
and interest paid on outstanding advances of $4,342. The interest
shortfalls affected all classes subordinate to and including class
L. "We expect class L to continue to experience interest
shortfalls. Consequently, we downgraded this class to 'D (sf)',"
S&P stated.

                     Credit Considerations

There are six loans ($52.2 million, 3.5%) in the pool currently
with the special servicer, C-III Asset Management LLC (C-III),
including one that was transferred subsequent to the May 12, 2011,
trustee remittance report. The reported payment status of the
specially serviced assets is: one is in foreclosure ($32.0
million, 2.2%), three are 90-plus-days delinquent ($9.5 million,
0.6%), one is 60 days delinquent ($6.0 million, 0.4%), and one is
a matured balloon loan ($4.7 million, 0.3%). Appraisal reduction
amounts (ARAs) totaling $6.0 million is in effect against three
loans. Details on the two largest loans with the special servicer,
one of which is a top 10 loan are:

The Nokia Building loan ($32.0 million, 2.2%), the largest loan
with the special servicer, is the eighth-largest loan in the pool.
The loan, secured by a 190,837-sq.-ft. office property in San
Diego, Calif., was transferred to C-III on Dec. 10, 2010, due to
imminent default after the sole tenant, Nokia Corp., vacated the
property following its lease expiration. According to C-III, the
property is currently dark and the payment status is current from
drawing down on the leasing reserve with a current balance of
$1.78 million. C-III indicated that it is pursuing foreclosure,
which may occur as early as in July 2011, while reviewing
unsolicited offers to purchase the note.  S&P expects a moderate
loss upon the eventual resolution of the loan.

The Merchant Square Shopping Center loan ($6.0 million, 0.4%) is
secured by a 103,042-sq.-ft. anchored shopping center in Norcross,
Ga. The loan was transferred to the special servicer on Feb. 5,
2010, following a payment default. The current payment status of
this loan is 60 days delinquent. C-III stated that a discounted
payoff is under negotiation. An ARA of $2.6 million is in effect
against the loan. S&P expects a moderate loss upon the eventual
resolution of the loan.

The four remaining specially serviced assets have individual
balances representing less then 0.4% of the pool trust balance.
ARAs totaling $3.4 million are in effect against two of these
loans. S&P estimated losses on these four remaining loans,
arriving at a weighted-average loss severity of 55.9%.

                         Transaction Summary

As of the May 12, 2011, trustee remittance report, the collateral
pool balance was $1.47 billion, which is 91.0% of the balance at
issuance. The pool includes 154 loans, down from 162 loans at
issuance. The master servicer, Wells Fargo Bank N.A. (Wells Fargo)
provided financial information for 98.8% of the loans in the pool,
83.2% of which was partial- or full-year 2010 data, and the
remainder was partial- or full-year 2009 data.

"We calculated a weighted average DSC of 1.56x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.55x and 97.9%. Our adjusted DSC and LTV
figures excluded six specially serviced loans ($52.2 million,
3.5%). We separately estimated losses for the six specially
serviced loans and included them in our 'AAA' scenario implied
default and loss severity figures. The transaction has experienced
$18.9 million in principal losses on six assets to date. Thirty-
four loans ($279.4 million, 19.0%) in the pool are on the master
servicer's watchlist, including one of the top 10 loans. Nineteen
loans ($78.5 million, 5.4%) have a reported DSC of less than 1.00x
and nine loans ($44.4 million, 3.0%) have a reported DSC below
1.10x," S&P stated.

                       Summary of Top 10 Loans

The top 10 loans have an aggregate outstanding balance of $688.9
million (46.9%). Using servicer-reported numbers, we calculated a
weighted average DSC of 1.54x for the top 10 loans. One of the top
10 loans ($32.0 million, 2.2%) is with the special servicer and
one ($109.2 million, 7.4%) is one the master servicer's watchlist.
"Our adjusted DSC and LTV ratio for nine of the top 10 loans
(excluding the specially serviced Nokia Building loan), are 1.47x
and 96.9%," S&P noted.

The Hamilton Place Mall loan ($109.2 million, 7.4%) is the third-
largest loan in the pool and the largest loan on the master
servicer's watchlist. The loan is secured by 364,188 sq. ft. of a
1.1 million-sq.-ft. two-level regional mall in Chattanooga,
Tennessee. The loan is on Wells Fargo's watchlist due to the
master servicer's concern over the performance of one of the
property's tenants, a book retailer, occupying 8.2% of the net
rentable area. The reported DSC was 1.24x for year-end 2010, and
the occupancy for the inline space was 99.0%, according to the
Dec. 31, 2011, rent roll.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with S&P's lowered and affirmed ratings.

Ratings Lowered

Morgan Stanley Capital I Trust 2006-TOP23
Commercial mortgage pass-through certificates

                Rating
Class      To           From        Credit enhancement (%)
A-J        BBB- (sf)    BBB+ (sf)                    9.71
B          BB (sf)      BBB (sf)                     7.51
C          BB- (sf)     BBB- (sf)                    6.41
D          B (sf)       BB+ (sf)                     4.62
E          B- (sf)      BB (sf)                      3.66
F          CCC+ (sf)    BB- (sf)                     2.84
G          CCC (sf)     B+ (sf)                      1.87
H          CCC- (sf)    B (sf)                       1.19
J          CCC- (sf)    B (sf)                       0.91
K          CCC- (sf)    B- sf)                       0.64
L          D (sf)       CCC- (sf)                    0.22

Ratings Affirmed

Morgan Stanley Capital I Trust 2006-TOP23
Commercial mortgage pass-through certificates

Class      Rating              Credit enhancement (%)
A-2        AAA (sf)                             28.40
A-3        AAA (sf)                             28.40
A-AB       AAA (sf)                             28.40
A-4        AAA (sf)                             28.40
A-M        A+ (sf)                              17.40
X          AAA (sf)                               N/A

N/A -- Not applicable.


ONE NEWCASTLE: S&P Retains 'D' Ratings on 3 Classes of Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
III note from Newcastle CDO VII Ltd., a collateralized debt
obligation of commercial mortgage-backed securities (CDO
of CMBS) transaction.

"The downgrade reflects several factors, including credit
deterioration and our negative rating actions on underlying U.S.
CMBS. The class is currently deferring interest payments," S&P
said.

"The affirmations of our ratings on the class IV-FL, IV-FX, and V
notes reflect the availability of credit support at the current
rating levels," S&P stated.

"The rating actions reflect our criteria for ratings on CDO
transactions that have triggered an event of default (EOD) and may
be subject to acceleration or liquidation," S&P added.

Rating and CreditWatch Action

NEWCASTLE CDO VII Ltd.
                            Rating
Class               To                  From
III                 CC (sf)             CCC- (sf)/Watch Neg

Ratings Affirmed

NEWCASTLE CDO VII Ltd.

Class               Rating
IV-FL               CC (sf)
IV-FX               CC (sf)
V                   CC (sf)

Other Ratings Outstanding

NEWCASTLE CDO VII Ltd.

Class               Rating
I-A                 D (sf)
I-B                 D (sf)
II                  D (sf)


PREFERREDPLUS TRUST: S&P Raises Rating on $8.75MM Certs. to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
PreferredPLUS Trust Series QWS-2's $38.75 million certificates to
'BB' from 'BB-'.

"Our rating on the certificates is dependent on our rating on the
underlying security, Qwest Capital Funding Inc.'s 7.75% notes due
Feb. 15, 2031 ('BB')," S&P stated.

"The rating action follows our June 9, 2011, raising of our rating
on the underlying security to 'BB' from 'BB-'. We may take
subsequent rating actions on the certificates due to changes in
our rating assigned to the underlying security," noted S&P.


PREFERREDPLUS TRUST: S&P Raises Rating on $40MM Certs. to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
PreferredPLUS Trust Series QWS-1's $40 million certificates to
'BB' from 'BB-'.

S&P stated, "Our rating on the certificates is dependent on our
rating on the underlying security, Qwest Capital Funding Inc.'s
7.75% notes due Feb. 15, 2031 ('BB')."

"The rating action follows our June 9, 2011, raising of our rating
on the underlying security to 'BB' from 'BB-'. We may take
subsequent rating actions on the certificates due to changes in
our rating assigned to the underlying security," S&P added.


SALOMON BROTHERS: Moody's Upgrades Rating of Four CMBS Classes
--------------------------------------------------------------
Moody's Investors Service (Moody's) upgraded the ratings of four
classes and affirmed two classes of Salomon Brothers Commercial
Mortgage Trust 2001-C1, Commercial Mortgage Pass-Through
Certificates, Series 2001-C1:

   -- Cl. X, Affirmed at Aaa (sf); previously on Jul 31, 2001
      Definitive Rating Assigned Aaa (sf)

   -- Cl. E, Upgraded to Aa3 (sf); previously on Nov 4, 2010
      Downgraded to A3 (sf)

   -- Cl. F, Upgraded to Baa1 (sf); previously on Nov 4, 2010
      Downgraded to Ba1 (sf)

   -- Cl. G, Upgraded to B2 (sf); previously on Nov 4, 2010
      Downgraded to Ca (sf)

   -- Cl. H, Upgraded to Caa2 (sf); previously on Nov 4, 2010
      Downgraded to C (sf)

   -- Cl. J, Affirmed at C (sf); previously on Nov 4, 2010
      Downgraded to C (sf)

RATINGS RATIONALE

The upgrades are due to increased subordination due to loan
payoffs and amortization. The transaction's aggregate certificate
balance has decreased by 86% since the last review in November
2010. The affirmations 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 the existing ratings.

Moody's rating action reflects a cumulative base expected loss of
14.5% of the current balance compared to 8.8% at last review. As
measured on a percentage basis, the current cumulative base
expected loss is significantly higher than at last review due to
the decline in the deal's balance. However, the current cumulative
base expected loss is $10.5 million compared to $46.4 million at
last review. Moody's stressed scenario loss is 18.1% of the
current balance. Moody's provides a current list of base and
stress scenario losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
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 analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The primary methodology used in this rating was "CMBS: Moody's
Approach to Rating U.S. Conduit Transactions" published in
September 2000. Another methodology, "Moody's Approach to Rating
Large Loan/Single Borrower Transactions" published in July 2000,
was also considered.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 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 underlying ratings is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating 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 underlying ratings
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 8 compared to 57 at last 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 8.0 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated November 4, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the ratings.

DEAL PERFORMANCE

As of the May 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $72.1
million from $952.7 million at securitization. The Certificates
are collateralized by 24 mortgage loans ranging in size from less
than 1% to 13% of the pool, with the top ten loans representing
83% of the pool. There are no defeased loans. Defeasance at last
review represented 20% of the pool. The pool faces significant
near-term refinance risk as loans representing 58% of the pool
have either matured or mature within the next six months.

Five loans, representing 15% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-six loans have been liquidated from the pool, resulting in
an aggregate realized loss of $53.7 million (29% loss severity
overall). These losses have resulted in 100% loss for Classes L
through P and a 44% principal loss for Class K. At last review the
pool had experienced an aggregate $41.1 million loss.

Eleven loans, representing 50% of the pool, are currently in
special servicing. The largest specially serviced loan is a
portfolio of three crossed loans ($7.3 million -- 10.2% of the
pool), which is secured by three unanchored retail properties,
totaling 45,852 square feet (SF), located in Kissimmee and
Orlando, Florida. The loans were transferred to special servicing
in November 2009. The master servicer recognized an aggregate $4.6
million appraisal reduction for these loans in February 2011.

The second largest specially serviced loan is a portfolio of two
crossed loans ($6.8 million -- 9.4% of the pool), which is secured
by two industrial properties, totaling 258,676 SF, located in
Brooklyn Center, Minnesota. The loans were transferred to special
servicing in February 2009 due to imminent monetary default. A
third loan, Shady Oaks I, was also crossed with this portfolio but
was liquidated in November 2010 resulting in a loss of $497,827
(15% loss severity).

The remaining specially serviced loans are secured by a mix of
property types. The master servicer has recognized appraisal
reductions totaling $5.1 million for four of the specially
serviced loans. Moody's has estimated an aggregate $9.6 million
loss (34% expected loss on average) for eight of the specially
serviced loans.

Based on the most recent remittance statement, Class J has
experienced interest shortfalls totaling $151,299. Moody's
anticipates that the pool will continue to experience interest
shortfalls because of the high exposure to specially serviced
loans. Interest shortfalls are caused by special servicing fees,
including workout and liquidation fees, appraisal entitlement
reductions (ASERs) and extraordinary trust expenses.

Moody's was provided with full-year 2009 and partial year 2010
operating results for 88% and 84% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 60% compared to 72% 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 9.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.63X and 1.94X, respectively, compared to
1.43X and 1.54X 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 loans represent 31% of the pool balance.
The largest loan is the Fenton Marketplace Loan ($9.7 million --
13.4% of the pool), which is secured by a 50,388 SF retail center
located in San Diego, California. The property is shadow anchored
by Ikea, Costco and Lowe's. The property was 100% leased as of
December 2010. Moody's LTV and stressed DSCR are 43% and 2.40X,
respectively, compared to 45% and 2.30X at last review.

The second largest loan is the Regency Park Plaza Loan ($7.8
million -- 10.8% of the pool), which is secured by a 88,086 SF
retail center located in Vacaville, California. The loan was
previously transferred to special servicing in November 2010 due
to maturity default and was later modified to extend the maturity
date by 24 months. The loan is current. The property was 62%
leased as of June 2010. Moody's LTV and stressed DSCR are 58% and
1.77X, respectively, compared to 66% and 1.56X at last review.

The third largest loan is the Century Office Building Loan ($4.9
million -- 6.8% of the pool), which is secured by a 46,676 SF
office building located in Farmington Hills, Michigan. The
property was 98% leased as of February 2011. Performance has been
stable. Moody's LTV and stressed DSCR are 87% and 1.24X,
respectively, the same as at last review.


SILVER MARLIN: S&P Lowers Rating on Class A-1 Notes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D (sf)'
on the class A-1 notes from Silver Marlin CDO I Ltd., a U.S.
collateralized debt obligation (CDO) transaction backed primarily
by residential mortgage-backed securities (RMBS) and managed by
Sailfish Capital Partners LLC. "We also affirmed our ratings on
three other classes of notes," S&P said.

The downgrade reflects a default in the interest payment due on
the June 7, 2011, distribution date. "This is following a notice
we received from the trustee on June 3, 2011, indicating that the
holders of each class of notes and swap counterparties voted to
liquidate the collateral. The notice from the trustee further
indicated that the transaction was not going to make any payments
on any subsequently regularly scheduled payment date, until it
completes the sale and liquidation of the collateral," S&P
related.

"The affirmations of the ratings on the class D, E, and F notes
reflect our opinion of the sufficient credit support available at
the current rating levels," S&P said.

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.

Rating Action

Silver Marlin CDO I Ltd.
                        Rating
Class              To           From
A-1                D (sf)      CC (sf)

Ratings Affirmed

Silver Marlin CDO I Ltd.
Class              Rating
D                  CC (sf)
E                  CC (sf)
F                  CC (sf)

Other Ratings Outstanding

Silver Marlin CDO I Ltd.
Class              Rating
A-2                D (sf)
A-3                D (sf)
A-4                D (sf)
B                  D (sf)
C                  D (sf)


SLM PRIVATE: Moody's Cuts Down Rating of 43 Student Loan Tranches
-----------------------------------------------------------------
Moody's Investors Service downgraded 43 classes of notes from 12
SLM Private Credit Student Loan trusts sponsored, serviced and
administered by Sallie Mae, Inc., a wholly-owned subsidiary of SLM
Corporation. The affected notes include 24 tranches of senior
notes and 19 tranches of subordinate notes. The underlying
collateral backing these notes consists of private credit student
loans that are not guaranteed or reinsured under the Federal
Family Education Loan Program (FFELP) or any other federal student
loan program.

RATINGS RATIONALE

The downgrades were prompted by deterioration in collateral
performance and the resulting erosion of parity levels (i.e. the
ratio of total assets to total liabilities) for all transactions.
The performance deterioration contributed to Moody's increase of
expected net losses to a range of 13%-20% from a range of 9%-15%
as of the last rating action in August 2009, stated as a
percentage of the original pool balance plus any prefunded
amounts.

As of the latest reporting date, the trusts have incurred
cumulative net losses ranging from 9% to 13% of the original pool
balance. In addition, delinquent loan balances remained elevated
in all transactions with 90-day delinquencies accounting for 3%-5%
of loans in active repayment. The delinquency pipeline is expected
to contribute to additional defaults in the future.

High defaults have been eroding the collateral base, causing
steady declines in parity levels for most securitizations. Over
the last nine months, parity has dropped by as much as 1.5 % for
the affected transactions and for some transactions it decreased
to a level that is below 100%. The reduction in the parity levels
has eroded the trusts' excess spread, which is needed to absorb
losses and build up parity. The loss of excess spread is expected
to contribute to further declines in the parity levels.

In addition to the parity declines, the 2003 securitizations were
significantly negatively affected by the higher costs of funding
associated with auction rate notes. Since the collapse of the
auction rate market in the beginning 2008, the coupon rates on
these notes have been reset to a "failed-auction" rate, which
increases (among other things) if the ratings of the notes fall
below Aaa, and increases further if the ratings fall below A3.
Because Moody's is downgrading these notes below the trigger
levels, their coupon rates increase to either LIBOR plus 2.5% or
LIBOR plus 3.5%. These coupon rates further erode excess spread
and expose the subordinated classes of notes to a significant
default risk.

Available credit enhancement includes overcollateralization,
reserve funds, subordination, and excess spread. Significant
structural features include note parity triggers, reserve fund
floors, and the change in cash flow allocations among the senior
classes under the occurrence of certain events. Senior notes in
the trusts benefit from note parity triggers, which can redirect
interest payments on the subordinate notes to principal payments
on the senior notes.

The principal methodology used in these rating actions was
"Moody's Approach to Rating U.S. Private Student Loan-Backed
Securities", published on January 6th, 2010 and is available at
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issue can also
be found in the Rating Methodologies sub-directory on Moody's
website.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

Our expected lifetime net losses as a percentage of original pool
balance plus any loans added subsequently are approximately 12.6%,
13.8%, 14.5%, 15.8%, 17.1%, 15.4%, 19.1%, 16.4%, 17.2%, 18.4%,
20.0%, and 19.2% for the 2002-A, 2003-A, 2003-B, 2003-C, 2004-A,
2004-B, 2005-A, 2005-B, 2006-A, 2006-B, 2006-C and 2007-A trusts,
respectively.

Primary sources of uncertainty with regard to expected losses are
the weak economic environment and the high unemployment rate,
which adversely impacts the income-generating ability of the
borrowers.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments in this transaction.

RATINGS:

Complete actions are:

   Issuer: SLM Private Credit Student Loan Trust 2002-A

   -- Class C, Downgraded to Baa1 (sf); previously on May 26, 2011
      A3 (sf) Placed Under Review for Possible Downgrade

   Issuer: SLM Private Credit Student Loan Trust 2003-A

   -- Class A-2, Confirmed at Aaa (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class A-3, Downgraded to A1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class A-4, Downgraded to A1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class B, Downgraded to Baa1 (sf); previously on May 26, 2011
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Class C, Downgraded to Ba3 (sf); previously on May 26, 2011
      A3 (sf) Placed Under Review for Possible Downgrade

   Issuer: SLM Private Credit Student Loan Trust 2003-B

   -- Class A-2, Downgraded to Aa2 (sf); previously on May 26,
      2011 Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class A-3, Downgraded to A3 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class A-4, Downgraded to A3 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Class B, Downgraded to Baa3 (sf); previously on May 26, 2011
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Class C, Downgraded to Caa1 (sf); previously on May 26, 2011
      A3 (sf) Placed Under Review for Possible Downgrade

   Issuer: SLM Private Credit Student Loan Trust 2003-C

   -- Cl. A-2, Downgraded to Aa2 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Baa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Baa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Baa1 (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to Baa3 (sf); previously on Sep 1, 2010
      Aa3 (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Caa3 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2004-A

   -- Cl. A-3, Downgraded to Aa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A1 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Baa3 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2004-B

   -- Cl. A-4, Confirmed at Aaa (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Confirmed at Aa3 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Baa1 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2005-A

   -- Cl. A-3, Downgraded to Aa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa2 (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A1 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Baa1 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2005-B

   -- Cl. A-2, Downgraded to Aa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to Aa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to Aa3 (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A2 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Baa2 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2006-A

   -- Cl. A-4, Downgraded to Aa1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa3 (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A2 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Confirmed at A3 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2006-B

   -- Cl. A-4, Downgraded to Aa2 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to Aa3 (sf); previously on Sep 1, 2010
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A2 (sf); previously on Sep 1, 2010 Aa3
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Downgraded to Baa1 (sf); previously on Sep 1, 2010 A3
      (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2006-C

   -- Cl. A-4, Downgraded to Aa2 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-5, Downgraded to A1 (sf); previously on Sep 1, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A2 (sf); previously on Sep 1, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C, Confirmed at Baa1 (sf); previously on Sep 1, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2007-A

   -- Cl. A-2, Downgraded to A1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-3, Downgraded to A1 (sf); previously on May 26, 2011
      Aaa (sf) Placed Under Review for Possible Downgrade

   -- Cl. A-4, Downgraded to A1 (sf); previously on Sep 1, 2010
      Aa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. B, Downgraded to A2 (sf); previously on Sep 1, 2010 A1
      (sf) Placed Under Review for Possible Downgrade

   -- Cl. C-1, Confirmed at Baa1 (sf); previously on Sep 1, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade

   -- Cl. C-2, Confirmed at Baa1 (sf); previously on Sep 1, 2010
      Baa1 (sf) Placed Under Review for Possible Downgrade


TOYS R US: S&P Affirms Rating on Debentures-Backed Certs. at 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Corporate-Backed Trust Certificates Toys "R" Us Debentures-Backed
Series 2001-31 Trust's $13.09 million class A-1 certificates. "At
the same time, we removed our rating from CreditWatch, where
we had placed it with positive implications on June 7, 2010," S&P
said.

"Our rating on the class A-1 certificates is dependent on our
rating on the underlying security, Toys 'R' Us Delaware Inc.'s
8.75% debentures due Sept. 1, 2021 ('B')," S&P related.

"The  rating action follows our June 8, 2011, affirmation of our
'B' rating on the underlying security and its removal from
CreditWatch with positive implications. We may take subsequent
rating actions on the class A-1 certificates due to changes in our
rating assigned to the underlying security," S&P added.


WACHOVIA BANK: Moody's Affirms 16 CMBS Classes of WBCMT 2005-C21
----------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 16
classes of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C21:

   -- Cl. A-3, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-PB, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-4, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-M, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. IO, Affirmed at Aaa (sf); previously on Nov 10, 2005
      Definitive Rating Assigned Aaa (sf)

   -- Cl. A-J, Affirmed at Aa2 (sf); previously on Oct 28, 2010
      Confirmed at Aa2 (sf)

   -- Cl. B, Affirmed at A1 (sf); previously on Oct 28, 2010
      Confirmed at A1 (sf)

   -- Cl. C, Affirmed at A3 (sf); previously on Oct 28, 2010
      Confirmed at A3 (sf)

   -- Cl. D, Affirmed at Baa3 (sf); previously on Oct 28, 2010
      Downgraded to Baa3 (sf)

   -- Cl. E, Affirmed at Ba2 (sf); previously on Oct 28, 2010
      Downgraded to Ba2 (sf)

   -- Cl. F, Affirmed at B1 (sf); previously on Oct 28, 2010
      Downgraded to B1 (sf)

   -- Cl. G, Affirmed at Caa1 (sf); previously on Oct 28, 2010
      Downgraded to Caa1 (sf)

   -- Cl. H, Affirmed at Caa3 (sf); previously on Oct 28, 2010
      Downgraded to Caa3 (sf)

   -- Cl. J, Affirmed at Caa3 (sf); previously on Oct 28, 2010
      Downgraded to Caa3 (sf)

   -- Cl. K, Affirmed at Ca (sf); previously on Oct 28, 2010
      Downgraded to Ca (sf)

RATINGS RATIONALE

The affirmations 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.

Moody's rating action reflects a cumulative base expected loss of
6.5% of the current balance, the same as at last review. Moody's
stressed scenario loss is 18.9% of the current balance. Moody's
provides a current list of base and stress scenario losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
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 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 current sluggish
macroeconomic environment and varying performance in the
commercial real estate property markets. However, Moody's expects
to see increasing or stabilizing property values, higher
transaction volumes, a slowing in the pace of loan delinquencies
and greater liquidity for commercial real estate in 2011 The hotel
and multifamily sectors are continuing to show signs of recovery,
while recovery in the office and retail sectors will be tied to
recovery of the broader economy. The availability of debt capital
continues to improve with terms returning toward market norms.
Moody's central global macroeconomic scenario reflects an overall
sluggish recovery through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations.

The principal methodology used in this rating was: "CMBS: 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 2.50 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 estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate 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 estimate level, is
incorporated for loans with similar credit estimates 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 34 compared to 33 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 two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated October 28, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

DEAL PERFORMANCE

As of the May 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 29% to $2.32
billion from $3.25 billion at securitization. The Certificates are
collateralized by 211 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 41%
of the pool. Three loans, representing 2% of the pool, have
defeased and are secured by U.S. Government securities. The pool
contains two loans with investment grade credit estimates,
representing 6% of the pool.

Forty-seven loans, representing 20% 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
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool, resulting in a
realized loss of $25.6 million (43% loss severity). Currently ten
loans, representing 4% of the pool, are in special servicing. The
largest specially serviced loan is The Prescott Hotel & Postrio
Restaurant Loan ($21.0 million -- 0.9% of the pool), which is
secured by a 164-room boutique hotel located in San Francisco's
Union Square neighborhood. The loan was transferred to special
servicing in May 2009 due to monetary default. In March 2011, the
sponsor paid all accrued principal and interest to bring the loan
current. Moody's is not currently estimating a loss for the loan.

The remaining nine specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $29.0
million loss for seven of the specially serviced loans (58%
expected loss on average).

Moody's has assumed a high default probability for two poorly
performing loans representing 2% of the pool and has estimated an
aggregate $9 million loss (20% expected loss based on a 50%
probability default) for these troubled loans.

Moody's was provided with full year 2010 operating results for 80%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 105% compared to 102% at Moody's
prior review. Moody's net cash flow 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
9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.34X and 0.98X, respectively, compared to
1.41X and 1.00X 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 estimate is the Extra Space
Teamsters Pool Loan ($92.4 million -- 4.0% of the pool), which is
secured by 27 self-storage properties located across 16 states.
The collateral is concentrated in California (23.2% of the net
rentable area (NRA)), New Jersey (21.8%) and Virginia (10.1%) and
has a weighted average age of 23 years. Performance has been
stable since last review. Moody's credit estimate and stressed
DSCR are Baa2 and 1.49X, the same as at last review.

The second credit estimate in the pool is the Extra Space VRS Pool
Loan ($52.1 million -- 2.2% of the pool), which is secured by 22
self storage properties located across 14 states. As of December
2010, the properties were 86% leased, compared to 82% at last
review and 78% since securitization. Performance has been stable.
Moody's credit estimate and stressed DSCR are Aa1 and 2.20X,
compared to Aa1 and 2.10X at last review.

The top three conduit loans represent 19.8% of the pool. The
largest conduit loan is the NGP Rubicon GSA Pool(1) Loan ($192.2
million -- 8.3% of the pool), which represents a 50% pari passu
interest in a $384.4 million 1st mortgage that is secured by 13
office properties and one distribution center. Rubicon REIT, the
loan's sponsor, is now managed by an investor syndicate including
Kaufman Jacobs, Starwood Capital Group and JP Morgan that
recapitalized the sponsor subsequent to its January 2010
bankruptcy filing. The collateral is 90% leased to government
tenants and has a strong occupancy history. Performance improved
since last review due to an increase in occupancy. Moody's LTV and
stressed DSCR are 98% and 0.95X, respectively, compared to 111%
and 0.85X at last review.

The second largest conduit loan is the Abbey Pool Loan ($141.5
million -- 6.1% of the pool), which is secured by the fee and
leasehold interests in a portfolio of 20 retail, office,
industrial and mixed use properties located in Southern
California. The loan's amortization schedule included a 60 month
interest only period that ended in June 2010. As of December 2010,
the portfolio was 77% leased, compared to 85% a year earlier and
92% at securitization. Performance deteriorated due to the
decrease in occupancy. Moody's LTV and stressed DSCR are 116% and
0.86X, respectively, compared to 112% and 0.89X at last review.

The third largest conduit loan is the Metropolitan Square Loan
($125.5 million -- 5.4% of the pool), which is secured by a 42-
story Class A tower located in the central business district of
Saint Louis, Missouri. The collateral is also encumbered by a
$25.5 million B-note held outside the trust. Performance of the
collateral improved since last review due to an increase in
occupancy to 75% in December 2010 from 70% a year earlier. Leases
accounting for just 9% of the NRA expire within the next 24
months. Moody's A-note LTV and stressed DSCR are 126% and 0.77X,
respectively, compared to 140% and 0.69X at last review.


WACHOVIA BANK: S&P Lowers Rating on Class N Certs. to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC+
(sf)' from 'B (sf)' on the class N commercial mortgage pass-
through certificate from Wachovia Bank Commercial Mortgage Trust's
series 2002-C1, a U.S. commercial mortgage-backed securities
(CMBS) transaction. "Concurrently, we affirmed our ratings on 13
other classes from the same transaction," S&P said.

S&P related, "Our rating actions follow our analysis, which
included a review of the credit characteristics of all of the
remaining loans in the transaction using our conduit/fusion CMBS
criteria, the deal structure, and the liquidity available to the
trust. We tempered our rating actions because, excluding the
defeased loans and specially serviced assets, 10.9% and 58.2% of
the loans (by balance) have anticipated repayment dates or final
maturities in 2011 and 2012."

"The downgrade of class N to 'CCC+ (sf)' reflects this class'
susceptibility to future interest shortfalls and credit support
erosion that we anticipate will occur following the resolution of
the four specially serviced assets ($31.4 million, 5.2%) and two
loans that we deemed to be credit-impaired ($3.4 million, 0.5%),"
S&P continued.

"The affirmed ratings on the 12 principal and interest
certificates reflect subordination and liquidity support levels
that are consistent with the outstanding ratings. We affirmed our
rating on the class IO-I interest-only (IO) certificate based on
our current criteria," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.45x and a loan-to-value
(LTV) ratio of 71.0%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.26x
and an LTV ratio of 88.8%. The implied defaults and loss severity
under the 'AAA' scenario were 20.5% and 28.3%, respectively.
The DSC and LTV calculations exclude 28 defeased loans ($175.4
million, 28.8%), four specially serviced assets ($31.4 million,
5.2%), and two loans that we deemed to be credit-impaired ($3.4
million, 0.5%). We separately estimated losses for these specially
serviced assets and credit-impaired loans, and included them in
our 'AAA' scenario implied default and loss severity figures,"
noted S&P.

                     Credit Considerations

As of the May 16, 2011, trustee remittance report, four assets in
the pool ($31.4 million, 5.2%) were with the special servicer, LNR
Partners LLC (LNR). "One additional loan, which we deemed to be
credit-impaired ($2.1 million, 0.3%), was transferred to the
special servicer subsequent to the May 16, 2011, trustee
remittance report. The payment status of the five specially
serviced assets, is: one is a nonperforming matured balloon loan
($17.8 million, 2.9%), one is real estate owned (REO) ($6.8
million, 1.1%), and three are 30-days delinquent ($8.9 million,
1.5%). An appraisal reduction amount (ARA) of $3.9 million is in
effect against one of the specially serviced assets," S&P related.
Details of the five specially serviced assets, one of which is a
top 10 loan secured by real estate, are:

The Marketplace at Altamonte loan ($17.8 million, 2.9%) is the
largest loan secured by real estate in the pool and the largest
asset with the special servicer. The loan, secured by a 335,523-
sq.-ft. anchored retail property in Altamonte Springs, Fla., was
transferred to LNR on Oct. 13, 2010, due to payment default. In
addition, the loan matured on April 1, 2011. According to LNR, the
borrower has requested a principal reduction or discounted payoff.
The special servicer reported a 1.14x DSC and an 88.0% occupancy
for the six months ended June 30, 2010. S&P expects a moderate
loss upon the eventual resolution of the loan.

The Dana Corporation-Rochester Hills asset ($6.8 million, 1.1%), a
143,200-sq.-ft. industrial property in Rochester Hills, Mich., was
transferred to LNR on Dec. 23, 2009, due to imminent default and
became REO on Oct. 7, 2010. LNR has listed the property for sale
and is currently evaluating offers. The special servicer reported
a 0.82x DSC for the nine months ended Sept. 30, 2009. An ARA of
$3.9 million, based on an updated Feb. 3, 2010, appraisal value of
$4.2 million, is in effect against the asset's total exposure of
$7.6 million. S&P expects a significant loss upon the eventual
resolution of the loan.

The Rustic Village Apartments loan ($5.8 million, 1.0%) is secured
by a 292-unit multifamily apartment complex in Houston, Texas, and
was transferred to LNR on Dec. 3, 2008, due to payment default.
The reported payment status is 30 days delinquent; however, LNR
indicated that the borrower is now current on its debt service
payment. The borrower has requested for forbearance and LNR
is currently monitoring the loan. S&P expects a moderate loss upon
the eventual resolution of this loan.

The 4116 Silver Star Road loan ($1.0 million, 0.2%) is secured by
a 16,500-sq.-ft. industrial property in Orlando, Fla., and was
transferred to LNR on Feb. 18, 2011, because the borrower failed
to make payments into the tenant improvements and leasing
commissions reserves. LNR indicated that it is proceeding with
collections and reported DSC of 1.69x and 100% occupancy for
the nine months ended Sept. 30, 2010. The reported payment status
is 30 days delinquent. S&P expects a moderate loss upon the
eventual resolution of the loan.

The Park 2000-Building L loan ($2.1 million, 0.3%) is secured by a
29,670-sq.-ft. mixed-use property in Las Vegas. "We deemed this
loan to be credit-impaired because the reported payment status is
30 days delinquent and because the loan was transferred to the
special servicer subsequent to the May 16, 2011, trustee
remittance report, due to imminent default. LNR is currently
evaluating various workout strategies. The reported DSC and
occupancy were 0.43x and a 56.0% for year-end 2010. We expect a
moderate loss upon the eventual resolution of the loan," S&P
noted.

"In addition to the specially serviced assets, we determined the
Twin Gardens Apartments loan ($1.3 million, 0.2%) to be credit-
impaired. The loan is secured by a 40-unit multifamily property in
Carmichael, Calif. The loan has been on the master servicer's
watchlist since June 6, 2006. According to the master servicer,
the property experienced a major fire at 12 of the units in the
apartment complex on Aug. 25, 2010. The inspection following the
fire reflects major deferred maintenance estimated to cost at
least $1.4 million to remedy. The master servicer, Wells Fargo
Bank N.A. (Wells Fargo), reported a 1.52x DSC for the six months
ended June 30, 2010. Given the poor reported condition of the
property, we consider this loan to be at an increased risk of
default and loss," S&P said.

                         Transaction Summary

As of the May 16, 2011, trustee remittance report, the collateral
pool balance was $609.5 million, which is 64.2% of the balance at
issuance. The pool includes 115 loans and one REO asset, down from
156 loans at issuance. The master servicer, Wells Fargo, reported
financial information for 65.5% of the nondefeased loans in the
pool. "However, we received the operating statement analysis
reports that showed 2009 or 2010 financial data for 97.0% of the
nondefeased loans in the pool: 14.6% was partial- or full-year
2009 data and the remainder was partial- or full-year 2010 data.
It is our understanding that the master servicer is researching
this reporting discrepancy," S&P noted.

According to S&P, "We calculated a weighted average DSC of 1.46x
for the loans in the pool based on the servicer-reported figures.
Our adjusted DSC and LTV ratio were 1.45x and 71.0%. Our adjusted
DSC and LTV figures excluded 28 defeased loans ($175.4 million,
28.8%), four specially serviced assets ($31.4 million, 5.2%), and
two loans that we deemed to be credit-impaired ($3.4 million,
0.5%). We separately estimated losses for these specially serviced
assets and credit-impaired loans and included them in our 'AAA'
scenario implied default and loss severity figures. The
transaction has experienced $3.7 million in principal losses from
four assets to date. Twenty-three loans ($109.3 million,
17.9%) in the pool are on the master servicer's watchlist,
including two of the top 10 loans ($30.2 million, 5.0%) secured by
real estate. Eight loans ($33.9 million, 5.6%) have a reported DSC
of less than 1.00x.

            Summary of Top 10 Loans Secured by Real Estate

The top 10 loans secured by real estate have an aggregate
outstanding balance of $139.4 million (22.9%). "Using servicer-
reported numbers, we calculated a weighted average DSC of 1.44x
for the top 10 loans. Our adjusted DSC and LTV ratio for the top
10 real estate loans are 1.37x and 72.8%. While the largest loan
is with the special servicer, two ($30.2 million, 5.0%) are on the
master servicer's watchlist," S&P said. Details of these
two loans are:

The Broadmoor Towne Center loan ($16.9 million, 2.8%) is the
second-largest loan in the pool and the largest loan on the master
servicer's watchlist. The loan is secured by a 172,965-sq.-ft.
anchored retail center in Colorado Springs, Colo. The loan was
placed on the master servicer's watchlist after Borders Group Inc.
(Borders), which comprised 14.1% of the net rentable area
as of February 2011 filed for bankruptcy. According to the master
servicer, Borders stopped paying rent in February 2011. Wells
Fargo reported a 1.43x DSC for year-end 2010, and excluding
Borders, 85.0% occupancy, according to the Feb. 2011, rent roll.

The 19019 North 59th Avenue loan ($13.3 million, 2.2%) is the
seventh-largest loan in the pool. The loan is secured by a
252,300-sq.-ft. mixed-use property in Glendale, Ariz., built in
1986. The loan is on the master servicer's watchlist because of
its April 1, 2011, maturity. According to Wells Fargo, the loan
was paid off on June 2, 2011.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with S&P's lowered and affirmed ratings.

Rating Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2002-C1
                Rating
Class      To           From        Credit enhancement (%)
N          CCC+ (sf)    B (sf)                    3.62

Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2002-C1

Class    Rating              Credit enhancement (%)
A-4      AAA (sf)                             34.85
B        AAA (sf)                             29.01
C        AAA (sf)                             21.99
D        AAA (sf)                             20.44
E        AA+ (sf)                             18.29
F        AA (sf)                              15.56
G        A+ (sf)                              13.42
H        A- (sf)                              10.89
J        BBB+ (sf)                             7.96
K        BBB (sf)                              7.19
L        BB+ (sf)                              5.55
M        BB- (sf)                              4.39
IO-I     AAA (sf)                               N/A

N/A -- Not applicable.


WELLS FARGO: Fitch Assigns Final Ratings to WFRBS Trust
-------------------------------------------------------
Fitch Ratings has assigned these ratings to Wells Fargo Bank, N.A.
WFRBS Commercial Mortgage Trust 2011-C3 commercial mortgage pass-
through certificates:

   -- $102,839,000 class A-1 'AAAsf/LS1'; Outlook Stable;

   -- $313,090,000 class A-2 'AAAsf/LS1'; Outlook Stable;

   -- $123,499,000 class A-3 'AAAsf/LS1'; Outlook Stable;

   -- $102,000,000 class A-3FL 'AAAsf/LS1'#; Outlook Stable;

   -- $556,955,000 class A-4 'AAAsf/LS1'; Outlook Stable;

   -- $1,198,383,000* class X-A 'AAAsf'; Outlook Stable;

   -- $41,573,000 class B 'AAsf/LS4'; Outlook Stable;

   -- $46,995,000 class C 'Asf/LS3'; Outlook Stable;

   -- $79,531,000 class D 'BBB-sf/LS3'; Outlook Stable;

   -- $21,690,000 class E 'BBsf/LS4'; Outlook Stable;

   -- $19,883,000 class F 'Bsf/LS4'; Outlook Stable.

*Notional amount and interest only
#Floating Rate

Fitch does not rate the $247,630,393 interest-only class X-B, or
the $37,958,393 class G.

Since publication of the presale, the issuer created a floating
rate class, A-3FL, from proceeds originally in class A-3. Wells
Fargo Bank, N.A. will be the swap counterparty for the floating
rate class A-3FL. In the event that any swap breakage costs are
due to the swap counterparty from the trust, any breakage costs
will only be paid after all payments on the class A-3FL
certificates have been paid in full.


WFRBS COMMERCIAL: Moody's Assigns Ratings to Twelve CMBS Classes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to twelve classes
of CMBS securities, issued by WFRBS Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2011-C3.

   -- Cl. A-1, Definitive Rating Assigned Aaa (sf)

   -- Cl. A-2, Definitive Rating Assigned Aaa (sf)

   -- Cl. A-3, Definitive Rating Assigned Aaa (sf)

   -- Cl.A-3FL, Assigned Aaa (sf)

   -- Cl. A-4, Definitive Rating Assigned Aaa (sf)

   -- Cl. B, Definitive Rating Assigned Aa2 (sf)

   -- Cl. C, Definitive Rating Assigned A2 (sf)

   -- Cl. D, Definitive Rating Assigned Baa3 (sf)

   -- Cl. E, Definitive Rating Assigned Ba2 (sf)

   -- Cl. F, Definitive Rating Assigned B2 (sf)

   -- Cl. X-A, Definitive Rating Assigned Aaa (sf)

   -- Cl. X-B, Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The Certificates are collateralized by 73 fixed rate loans secured
by 144 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 1.52X is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.13X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 90.7% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated debt) of 91.1% is also considered
when analyzing various stress scenarios for the rated debt.

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 25.7. The transaction's loan level diversity
is higher than the band of 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
27.9. The transaction's property diversity profile is higher 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 2.17, which is better
than the indices calculated in most multi-borrower transactions
since 2009.

The principal methodology used in this rating was "CMBS: Moody's
Approach to Rating Fusion Transactions" published in April 2005.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
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.

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%, 14%, or 23%, the model-indicated rating for the currently
rated Aaa classes would be Aa1, Aa2, A1, 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.

Moody's Investors Service received and took into account one or
more third party due diligence reports on the underlying assets or
financial instruments in this transaction and the due diligence
reports had a neutral impact on the rating.

These ratings: (a) are based solely on information in the public
domain and information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating
to the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of, Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.


WG HORIZONS: Moody's Cuts Down Ratings of Five Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by WG Horizons CLO I:

   -- US$296,000,000 Class A-1 Floating Rate Notes Due 2019,
      Upgraded to Aa1 (sf); previously on September 28, 2009
      Downgraded to Aa2 (sf);

   -- US$24,000,000 Class A-2 Floating Rate Notes Due 2019,
      Upgraded to A2 (sf); previously on September 28, 2009
      Downgraded to A3 (sf);

   -- US$21,000,000 Class B Deferrable Floating Rate Notes Due
      2019, Upgraded to Baa2 (sf); previously on September 28,
      2009 Downgraded to Ba1(sf);

   -- US$16,000,000 Class C Floating Rate Notes Due 2019, Upgraded
      to Ba3 (sf); previously on September 28, 2009 Downgraded to
      B1(sf);

   -- US$12,000,000 Class D Floating Rate Notes Due 2019, Upgraded
      to Caa2 (sf); previously on September 28, 2009 Downgraded to
      Caa3 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the credit quality of the underlying
portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in September
2009.

Improvement in the credit quality is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor) and a decrease in the proportion
of securities from issuers rated Caa1 and below. In particular, as
of the latest trustee report dated April 20, 2011, the weighted
average rating factor is currently 2372 compared to 2777 in the
August 2009 report, and securities rated Caa1/CCC+ or lower make
up approximately 1.6% of the underlying portfolio versus 8.0% in
August 2009. Additionally, defaulted securities total about $9.1
million of the underlying portfolio compared to $16.0 million in
August 2009.

The overcollateralization ratios of the rated notes have also
improved since the rating action in September 2009. The Class A,
Class B, Class C and Class D overcollateralization ratios are
reported at 119.5%, 112.1%, 107.1% and 103.6%, respectively,
versus August 2009 levels of 116.6%, 109.4%, 104.5% and 101.1%,
respectively, and all related overcollateralization tests are
currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its 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 $379.0 million, defaulted par of $10.7
million, a weighted average default probability of 25.2% (implying
a WARF of 3183), a weighted average recovery rate upon default of
43.42%, and a diversity score of 70. These 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.

WG Horizons CLO I, issued on May 24, 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
Approach to Rating Collateralized Loan Obligations"published in
August 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009

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. Below is a 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% (2546)

Class A-1: +1

Class A-2: +3

Class B: +2

Class C: +3

Class D: +3

Moody's Adjusted WARF + 20% (3820)

Class A-1: -2

Class A-2: -2

Class B: -2

Class C: -2

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 speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) 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.

2) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and
   participate in amend-to-extend offerings. Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

3) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming worse
   of reported and covenanted values for weighted average rating
   factor, weighted average spread, weighted average coupon, and
   diversity score. However, as part of the base case, Moody's
   considered spread level higher than the covenant levels due to
   the large difference between the reported and covenant levels.


* Fitch Ratings Withdraws Ratings on 11 U.S. NIM Classes
--------------------------------------------------------
Fitch Ratings has withdrawn the outstanding 'Csf/RR6' or
'Csf/RR5'ratings on 11 U.S. RMBS and small-balance CMBS Net
Interest Margin (NIM) classes due to reduced market interest in
the ratings of the affected classes.

The affected NIM classes are generally receiving limited monthly
interest payments and are not expected to receive any material
amounts of principal in the future. All of the classes have been
rated 'Csf/RR6' or 'Csf/RR5' for more than a year and, in some
instances, as long as five years. NIM transactions are generally
ultimate-pay structures and, as such, a default as evidenced by a
principal writedown typically cannot occur until the maturity date
of the underlying transaction, which is often 30 years from the
closing date. All 11 classes would have been expected to remain at
'Csf/RR6' or 'Csf/RR5' until the maturity date had the ratings not
been withdrawn.

NIMs are securities backed by the excess cash flow that would
otherwise go to the residual holder of an RMBS transaction. Excess
cash flow occurs due to a higher weighted average coupon of the
mortgage loans than the mortgage bonds. The excess cash flow is
generally allowed to be distributed to the NIM classes when the
underlying transaction's OC amount is at or above a specified
target amount. In addition to excess cash flow, prepayment penalty
cash flows and interest rate derivative cash flows are also often
pledged to the NIM classes.

Fitch has withdrawn the 'Csf/RR5' rating on this class:

   -- Lehman Brothers Small Balance Commercial Mortgage Trust NIM
      2006-1 class N1 (CUSIP 50180EAA4).

Fitch has withdrawn the 'Csf/RR6' rating on these classes:

   -- AMRESCO Securitized Net Interest Margin Trust 1999-1 class A
      (CUSIP 03216AAD3);

   -- New Century Home Equity Loan Trust 1999-1 class notes (CUSIP
      628849AA9);

   -- Structured Asset Investment Loan Trust 2003-BC1 class B
      (CUSIP 80382QAE2);

   -- Lehman Brothers Small Balance Commercial Mortgage Trust NIMS
      2005-2 class N2 (CUSIP 50180AAB0);

   -- Lehman Brothers Small Balance Commercial Mortgage Trust NIM
      2006-1 class N2 (CUSIP 501802AC6);

   -- LBSBC NIM Company 2006-2 class N1 (CUSIP 50180GAA9);

   -- LBSBC NIM Company 2006-3 class N1 (CUSIP 50180YAA0);

   -- LBSBC NIM Company 2007-1 class N1 (CUSIP 501807AA9);

   -- LBSBC NIM Company 2007-2 class N1 (CUSIP 52109MAA0);

   -- LBSBC NIM Company 2007-3 class N1 (CUSIP 50181BAA9).

These actions were reviewed by a committee of Fitch analysts.

                           *********

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.
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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
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Don't be fooled.  Assets, for example, reported at historical cost
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Monthly Operating Reports are summarized in every Saturday edition
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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., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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