TCR_Public/110925.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, September 25, 2011, Vol. 15, No. 266

                            Headlines

505 CLO: S&P Removes 'BB' Rating on Class D Notes From Watch Pos
ACA CLO: Moody's Upgrades Rating of Class D Notes to 'Ba3'
AIR 2 US: Fitch Lowers Rating on Series C Notes to 'D'
ALLY AUTO: Moody's Assigns Definitive Ratings to Six Classes
ALPINE SECURITIZATION: DBRS Holds 'BB' Liquidity Facility Rating

ARBOR COMMERCIAL: Fitch Lifts Rating on Primary Servicer to 'CPS2'
ARTUS LOAN: S&P Raises Rating on Class B-2L Notes to 'BB+'
BACCHUS (U.S.): Moody's Upgrades Rating of Class Notes to 'Ba1'
BACM 2005-6: Moody's Affirms Class F Notes Rating at 'Ba1'
BALLYROCK CLO: Moody's Upgrades Rating of Class D Notes to 'Ba2'

BANC OF AMERICA: Moody's Affirms Rating of Class B Notes at Ba2
BEAR STEARNS: DBRS Cuts Ratings on Four Classes to 'D' From 'C'
BEAR STEARNS: DBRS Downgrades Class L From 'C' to 'D'
BEAR STEARNS: Moody's Affirms Class D Notes Rating at 'Ba1'
BEAR STEARNS: Moody's Affirms Rating of Cl. H Notes at 'Ba2'

BEAR STEARNS: S&P Lowers Rating on Class K Certificates to 'D'
BLACK DIAMOND: Moody's Raises Rating of Class D-l Notes to 'Ba2'
BLACKROCK SENIOR: Moody's Raises Rating of Class C Notes to 'Ba2'
CALLIDUS DEBT: Moody's Upgrades Class C-1 Notes Rating to 'Ba1'
CAPITALSOURCE COMMERCIAL: Moody's Raises Cl. C Notes Rating to Ba1

CD 2007-CD5: Moody's Affirms Class B Notes Rating at 'Ba1'
CENTURION CDO: Moody's Upgrades Class C Notes Rating to 'Ba2'
CLYDESDALE STRATEGIC: Moody's Raises Rating of Class C-1 to 'Ba1'
COAST INVESTMENT: Moody's Raises Class C-1 Notes Rating to 'Caa3'
COMM 2010-C1: Moody's Affirms Class E Notes Rating at 'Ba2'

CONTINENTAL AIR: Fitch Affirms 'B+' Ratings on Two Note Classes
CPS AUTO: S&P Gives 'B+' Rating on Class D Asset-Backed Notes
FLAGSHIP CLO: S&P Ups Rating on Class D Notes From 'CCC-' to 'B+'
FOUNDERS GROVE: Moody's Upgrades Class D Notes Rating to 'Ba2'
FRANKLIN AUTO: Moody's Raises Rating of Cl. C to 'Aa3' From 'B2'

FRANKLIN CLO: S&P Removes 'CCC-' Class E Notes Rating From Watch
GALENA CDO: S&P Withdraws 'CCC-'Rating on Class C-1U7 Notes
GECMC 2007-C1: Moody's Lowers Rating of Cl. A-J Notes to 'Caa1'
GIA INVESTMENT: S&P Raises Rating on Class B Notes to 'CCC+'
GRAMERCY REAL: S&P Affirms Ratings on 11 Classes at 'CCC-'

GSMSC 2011-GC5: Moody's Assigns (P)Ba3 Rating to Class E Notes
GULF STREAM: S&P Affirms Rating on Class D Notes at 'CCC-'
HARBORVIEW MORTGAGE: S&P Lowers Ratings on 4 Classes to 'D'
HIGHLAND PARK: S&P Affirms Ratings on 5 Classes at 'CCC-'
HUNTINGTON AUTO: Moody's Assigns Definitive Ratings to 7 Classes

INFINITI SPC: S&P Puts 'CCC-' Rating on Class 10B-1 on Watch Pos
ING INVESTMENT: Moody's Raises Rating of Cl. C to Aa2 From Ba1
JP MORGAN: Minimal Change in Expected Losses Cues Downgrades
JP MORGAN: Moody's Assigns (P)Ba2 (sf) to Class E Notes
KATONAH III: Moody's Raises Rating of Cl. C-1 to Aa3 From Ba2

KIMBERLITE CDO: S&P Lowers Rating on Super Senior Notes to 'CC'
KINGSLAND V: Moody's Upgrades Rating of Class D-1 Notes to 'Ba1'
KKR FINANCIAL: Moody's Raises Rating of Class F to Baa3 From B3
LB-UBS COMMERCIAL: Moody's Affirms Rating of Cl. A-J at 'Ba1'
LB-UBS COMMERCIAL: S&P Cuts Ratings on 3 Classes of Certs. to 'D'

LB-UBS COMMERCIAL: S&P Lowers Rating on Class S Certs. to 'D'
LOOMIS SAYLES: S&P Raises Rating on Class E Notes to 'CCC+'
MAYPORT CLO: S&P Removes 'CCC-' Rating on Class B-2L From Watch
MERRILL LYNCH: Moody's Affirms Class B Notes Rating at 'Ba2'
ML-CFC COMMERCIAL: Moody's Affirms Rating of Cl. B Notes at 'Ba1'

MORGAN STANLEY: Fitch Junks Rating on Two Class Certificates
MOUNTAIN CAPITAL: Moody's Raises Rating of Class B-1L Notes to Ba2
MSC 2011-C3: DBRS Assigns 'B' Provisional Rating to Class G
NEWCASTLE CDO: Moody's Affirms Rating of Cl. A-2 Notes at 'B1'
NORTHWOODS CAPITAL: Moody's Upgrades Rating of Cl. E Notes to Ba1

OCTAGON INVESTMENT: Moody's Raises Rating of Cl. C-1 Notes to Ba1
OCTAGON INVESTMENTS: Moody's Raises Rating of Class C Notes to Ba1
OCTAGON INVESTMENTS: Moody's Raises Rating of Class D Notes to Ba2
OSPREY CDO: S&P Raises Rating on Class B-2L Notes to 'BB+'
PACIFICA CDO: Moody's Upgrades Rating of Class C Notes to 'Ba1'

PHH CORPORATION: Moody's Assigns Provisional Ratings to Notes
RACE POINT: S&P Raises Ratings on 3 Classes of Notes From 'BB+'
RFC CDO: S&P Affirms Rating on Class E Notes at 'CC'
SANDSTONE CDO: Moody's Upgrades Rating of Class C Notes to 'Ba1'
SANTANDER DRIVE: S&P Gives 'BB' Rating on Class E ABS Notes

TRAINER WORTHAM: S&P Lowers Rating on Class C Notes to 'CC'
TRIAXX PRIME: Moody's Upgrades Rating of Class A-1B2 Notes to Caa2
TRIMARAN VII: Moody's Raises Rating of Class B-1L Notes to Ba2
US RMBS: Fitch Downgrades 276 Distressed Bonds to 'Dsf'
ZAIS INVESTMENT: S&P Affirms Rating on Class A-2 Notes at 'D'

                            *********

505 CLO: S&P Removes 'BB' Rating on Class D Notes From Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from 505 CLO I Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by CIT Asset Management LLC.
"At the same time, we affirmed our ratings on the class A and D
notes, and removed our ratings on the class B, C, and D notes from
CreditWatch, where we placed them with positive implications on
June 17, 2011," S&P said.

"The upgrades reflect a paydown to the class A notes,
and improved performance we have observed in the deal's
underlying asset portfolio since we raised our ratings on all
of the rated notes on Nov. 3, 2010. Since the time of our last
rating action, the transaction has paid down the class A notes
$292.82 million, leaving them at approximately 9.37% of their
original balance. As of the Aug. 3, 2011 trustee report, the
transaction had $13.58 million in defaulted obligations and
approximately $34.19 million in assets from obligors with a
Standard & Poor's rating in the 'CCC' range. This was an increase
from $12.51 million in defaulted obligations, and a decrease from
approximately $59.15 million in assets from obligors with a
Standard & Poor's rating in the 'CCC' range noted in the Oct. 4,
2010 trustee report, which we used for our November 2010 rating
actions," S&P related.

S&P also observed an increase in the overcollateralization (O/C)
available to support the rated notes. The trustee reported these
ratios in the Aug. 3, 2011, monthly report:

    The class A O/C ratio test was 477.90%, compared with a
    reported ratio of 162.28% in October 2010;

    The class B O/C ratio test was 210.34%, compared with a
    reported ratio of 133.37% in October 2010;

    The class C O/C ratio test was 176.43%, compared with a
    reported ratio of 125.68% in October 2010; and

    The class D O/C ratio test was 156.66%, compared with a
    reported ratio of 120.26% in October 2010.

On each payment date in 2011, the transaction has continued to not
generate enough interest proceeds to cover the full interest
payment due to the class D notes. This has resulted in a deferral
of interest on the class D notes, leaving them at approximately
113.50% of their original balance.

"The affirmation of the ratings on the class A and D notes
reflects our belief that the credit support available is
commensurate with 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

505 CLO I Ltd.
                        Rating
Class              To           From
B                  A+ (sf)      A (sf)/Watch Pos
C                  A (sf)       BBB (sf)/Watch Pos
D                  BB (sf)      BB (sf)/Watch Pos

Rating Affirmed

505 CLO I Ltd.
                   Rating
A                  AAA (sf)


ACA CLO: Moody's Upgrades Rating of Class D Notes to 'Ba3'
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by ACA CLO 2006-2, Limited:

US$225,100,000 Class A-1 Senior Secured Floating Rate Notes Due
2021, Upgraded to Aaa (sf), previously on June 22, 2011 Aa2 (sf)
Placed Under Review for Possible Upgrade;

US$18,500,000 Class A-2 Senior Secured Floating Rate Notes Due
2021, Upgraded to Aa1 (sf), previously on June 22, 2011 A3 (sf)
Placed Under Review for Possible Upgrade;

US$18,800,000 Class B Deferrable Floating Rate Notes Due 2021,
Upgraded to A3 (sf), previously on June 22, 2011 Baa3 (sf) Placed
Under Review for Possible Upgrade;

US$10,000,000 Class C Deferrable Floating Rate Notes Due 2021,
Upgraded to Baa3 (sf), previously on June 22, 2011 B1 (sf) Placed
Under Review for Possible Upgrade;

US$10,800,000 Class D Deferrable Floating Rate Notes Due 2021,
Upgraded to Ba3 (sf), previously on June 22, 2011 Caa3 (sf) Placed
Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratios since the rating action
in September 2009. The Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 124.58%, 115.65%,
111.41% and 107.16%, respectively, versus August 2009 levels of
121.03%, 112.36%, 108.23% and 104.11%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $303.4 million,
defaulted par of $3.2 million, a weighted average default
probability of 21.82% (implying a WARF of 2793), a weighted
average recovery rate upon default of 49.62%, and a diversity
score of 75. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

ACA CLO 2006-2, Limited, issued in December 7, 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
June 2011.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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/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 the 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 and diversity levels higher than the covenant levels due to
the large difference between the reported and covenant levels.


AIR 2 US: Fitch Lowers Rating on Series C Notes to 'D'
------------------------------------------------------
Fitch Ratings has taken the following rating actions on enhanced
equipment notes (EENs) issued by AIR 2 US:

  -- Series A Enhanced Equipment Notes affirmed at 'BB'; Outlook
     Stable;

  -- Series B Enhanced Equipment Notes affirmed at 'B-'; Outlook
     Stable;

  -- Series C Enhanced Equipment Notes downgraded to 'D' from 'C'
     and withdrawn.

  -- Series D Enhanced Equipment Notes withdrawn.

Air 2 US is a special purpose Cayman Islands company created to
issue the EENs, hold the proceeds as Permitted Investments, and
enter into a risk transfer agreement.  AIR 2 US has entered into
the risk transfer agreement, the Payment Recovery Agreement (PRA),
with a subsidiary of Airbus.  The primary provision of the PRA
states that if United Airlines, Inc. (United) or American
Airlines, Inc. (American) fails to pay scheduled rentals under
existing subleases of aircraft with subsidiaries of Airbus, AIR 2
US will pay these rental deficiencies to a subsidiary of Airbus.
These deficiency payments will come from the Permitted
Investments.  As such, the greatest risk of the transaction is the
bankruptcy risk of the lessee airlines.  As of October 2011, only
sub-lease rental payments from United will flow through the AIR 2
US structure, following the removal of American A300 sub-lease
cash flows from the pool.

AIR 2 US is not covered effectively by Fitch's EETC ratings
criteria as a result of the fact that aircraft cannot be sold and
liquidated in the event of lease rejection of Airbus A320 aircraft
sub-leased by United.  Applying a framework similar to that
employed in analysis of corporate obligations, Fitch expects
recoveries for Series A note holders to be very strong in a lease
rejection scenario.  Discounted lease cash flows, applying heavy
stresses to current A320 lease rates, cover Series A principal and
a full liquidity facility draw.  The 'BB' rating, three notches
above United's 'B' IDR, reflects the high level of projected
recovery.

Expected recoveries for Series B note holders would be weak,
reflecting a high probability of lease payment shortfalls in a
post-rejection scenario.  The one notch differential between the
Series B note rating and United's 'B' corporate IDR captures this
weak recovery potential.

Both the series C and D notes continue to shortfall on interest
payments.  The 'D' rating on the series C notes reflects Fitch's
expectation that the notes will likely be unable to recoup missed
interest payments and pay remaining note principal in full.
Ratings on both series of notes have been withdrawn.


ALLY AUTO: Moody's Assigns Definitive Ratings to Six Classes
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to these
notes issued by Ally Auto Receivables Trust 2011-4 (AART 2011-4).

The complete ratings actions are:

$281,170,000, Class A-1, 0.31535% Asset Backed Notes, rated Prime-
1 (sf)

$399,300,000, Class A-2, 0.65% Asset Backed Notes, rated Aaa (sf)

$414,280,000, Class A-3, 0.79% Asset Backed Notes, rated Aaa (sf)

$166,820,000, Class A-4 , 1.14% Asset Backed Notes, rated Aaa (sf)

$47,200,000, Class B, 1.80% Asset Backed Notes, rated Aa2 (sf)

$37,080,000, Class C, 2.20% Asset Backed Notes, rated A1 (sf)

RATINGS RATIONALE

The principal methodology used in rating the transaction was
Moody's Approach to Rating U.S. Auto Loan-Backed Securities,
ratings methodology published in May 2011.

Moody's median cumulative net loss expectation is 0.75% and the
Aaa Level is 8.00% for the AART 2011-4 pool. Moody's net loss
expectation and Aaa Level for the AART 2011-4 transaction is based
on an analysis of the credit quality of the underlying collateral,
historical performance trends, the ability of Ally Financial, Inc.
to perform the servicing functions, and current expectations for
future economic conditions.

The V Score for this transaction is Low/Medium, which is
consistent with the Low/Medium V score assigned for the U.S. Prime
Retail Auto Loan ABS sector. The V Score indicates "Low/Medium"
uncertainty about critical assumptions. While this is only the
tenth retail loan securitization for Ally Bank, the early
performance for the existing deals has been strong. Securitization
experience for Ally Bank's parent, Ally Financial Inc. (formerly
GMAC Inc.), dates back to the mid-1980's. AART 2011-4 should
benefit from this experience having Ally Financial as the servicer
for the transaction. In addition, early performance of Ally Bank
retail loan securitizations from 2009 and 2010 is strong to date
which is an important consideration along with conducting a deal-
by-deal comparison of collateral.

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 the net loss used in
determining the initial rating were changed from 0.75% to 4.00%
the initial model-indicated output might change from Aaa to Aa1
for the Class A notes, from Aa2 to Ba1 for the Class B notes, and
from A1 to B3 for the Class C notes. If the net loss were changed
to 6.00% the initial model-indicated output might change to A1 for
the Class A notes, to B3 for the Class B notes, and to below B3
for the Class C notes. If the net loss were changed to 8.00% the
initial model-indicated output might change to Baa1 for the Class
A notes and below B3 for the Class B and Class C notes.

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

The special reports, "Updated Report on V Scores and Parameter
Sensitivities for Structured Finance Securities" and "V Scores and
Parameter Sensitivities in the U.S. Vehicle ABS Sector" are also
available on moodys.com.


ALPINE SECURITIZATION: DBRS Holds 'BB' Liquidity Facility Rating
----------------------------------------------------------------
DBRS has confirmed the rating of R-1 (high) (sf) for the
Commercial Paper (CP) issued by Alpine Securitization Corp.
(Alpine), an asset-backed commercial paper (ABCP) vehicle
administered by Credit Suisse, New York branch.  In addition, DBRS
has confirmed the ratings and revised the tranche sizes of the
aggregate liquidity facilities (the Liquidity) provided to Alpine
by Credit Suisse.

The $7,894,279,512 aggregate liquidity facilities are tranched as:

  -- $7,546,331,249 rated AAA (sf)
  -- $76,079,540 rated AA (sf)
  -- $40,669,749 rated A (sf)
  -- $60,005,997 rated BBB (sf)
  -- $54,094,761 rated BB (sf)
  -- $46,720,320 rated B (sf)
  -- $70,377,896 unrated (sf)

The ratings are based on May 31, 2011 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement (PWCE).  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS' prior and ongoing review of legal, operational and liquidity
risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranching of the
Liquidity reflects the credit risk of the portfolio at each rating
level.  The tranche sizes are expected to vary each month based on
changes in portfolio composition.

For Alpine, both the CP and the Liquidity ratings use DBRS'
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS CDO Toolbox
simulation model, with adjustments to reflect the unique structure
of an ABCP conduit and its underlying assets.  DBRS determines
attachment points for risk based on an analysis of the portfolio
and models the portfolio based on key inputs such as asset
ratings, asset tenors and recovery rates.  The attachment points
determine the portion of the exposure rated AAA, AA, A through B
as well as unrated.

DBRS models the portfolio on an ongoing basis to reflect changes
in Alpine's portfolio composition and credit quality.  The rating
results are updated and posted on the DBRS website.


ARBOR COMMERCIAL: Fitch Lifts Rating on Primary Servicer to 'CPS2'
------------------------------------------------------------------
Fitch Ratings has upgraded Arbor Commercial Mortgage, LLC's
(Arbor) commercial mortgage-backed securities (CMBS) primary
servicer rating to 'CPS2' from 'CPS2-' and affirmed its special
servicer rating of 'CSS3+'.

The primary servicer rating is based on Arbor's ability to
effectively service commercial mortgage loans with the upgrade
driven by improvements to the servicing platform.  The special
servicer rating reflects the company's ability to effectively
manage and liquidate non-performing commercial mortgage loans and
real estate owned (REO) assets, as well as its comprehensive
reporting capabilities.  Both ratings reflect Arbor's extensive
real estate experience as a company in servicing commercial real
estate and securitized loans.  Additionally, Arbor's staff is led
by a strong senior management team with extensive industry
experience that has instituted solid quality controls.

As of June 30, 2011, Arbor's commercial mortgage primary servicing
portfolio consisted of 1,449 loans totaling $7.4 billion and the
company was primary servicer with an external master servicer on
19 CMBS loans totaling $158.0 million.  As of the same date, the
company was the named special servicer on 234 loans totaling
$1.7 billion with 24 loans actively in special servicing totaling
$451.8 million.  The company was also responsible for six REO
properties totaling $132.2 million. None of the specially serviced
loans are securitized.

The servicer rating is based on the methodology described in
Fitch's reports 'U.S. Commercial Mortgage Servicer Rating
Criteria,' dated Feb. 18, 2011, and 'Global Rating Criteria for
Structured Finance Servicers' dated Aug. 16, 2010, available on
Fitch's web site www.fitchratings.com.

Fitch has taken the following rating actions:

Arbor Commercial Mortgage, LLC's

  -- Primary servicer rating upgraded to 'CPS2' from 'CPS2-';
  -- Special servicer rating affirmed at 'CSS3+'.


ARTUS LOAN: S&P Raises Rating on Class B-2L Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-2L, A-3L, B-1L, and B-2L notes from Artus Loan Fund 2007-I
Ltd., a collateralized loan obligation (CLO) transaction managed
by Babson Capital Management LLC. "At the same time, we removed
our ratings on all of the notes from CreditWatch, where we placed
them with positive implications on June 17, 2011," S&P related.

"The upgrades reflect paydown to the class A-1L notes
and improved performance we have observed in the deal's
underlying asset portfolio since we raised our ratings on all
of the rated notes on Nov. 3, 2010. Since the time of our last
rating action, the transaction has paid the class A-1L notes
down $228.61 million, leaving them at approximately 39.94% of
their original balance. As of the Aug. 3, 2011 trustee report, the
transaction had $0.63 million in defaulted obligations and
approximately $65.24 million in assets from obligors with a
Standard & Poor's rating in the 'CCC' range. This was a decrease
from $33.58 million in defaulted obligations, and an increase from
approximately $63.57 million in assets from obligors with a
Standard & Poor's rating in the 'CCC' range noted in the Sept. 2,
2010 trustee report, which we used for our November 2010 rating
actions," S&P stated.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported these ratios in the Aug. 3, 2011, monthly report:

    The senior class A O/C ratio test was 146.55%, compared with a
    reported ratio of 129.85% in September 2010;

    The class A O/C ratio test was 129.85%, compared with a
    reported ratio of 119.20% in September 2010;

    The class B-1L O/C ratio test was 120.60%, compared with a
    reported ratio of 112.96% in September 2010; and

    The class B-2L O/C ratio test was 111.61%, compared with a
    reported ratio of 105.97% in September 2010.

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

Artus Loan Fund 2007-I Ltd.
                        Rating

Class              To           From
A-1L               AAA (sf)     AA+ (sf)/Watch Pos
A-2L               AA+ (sf)     AA (sf)/Watch Pos
A-3L               A+ (sf)      A- (sf)/Watch Pos
B-1L               BBB+ (sf)    BBB- (sf)/Watch Pos
B-2L               BB+ (sf)     B+ (sf)/Watch Pos


BACCHUS (U.S.): Moody's Upgrades Rating of Class Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Bacchus (U.S.) 2006-1 Ltd.:

US$18,000,000 Class B Second Priority Floating Rate Notes due
2019, Upgraded to Aa1 (sf); previously on June 22, 2011 Aa3 (sf)
Placed Under Review for Possible Upgrade;

US$28,000,000 Class C Third Priority Deferrable Floating Rate
Notes due 2019, Upgraded to A3 (sf); previously on June 22, 2011
Baa3 (sf) Placed Under Review for Possible Upgrade;

US$12,750,000 Class D Fourth Priority Deferrable Floating Rate
Notes due 2019, Upgraded to Ba1 (sf); previously on June 22, 2011
B1 (sf) Placed Under Review for Possible Upgrade;

US$12,000,000 Class E Fifth Priority Deferrable Floating Rate
Notes due 2019 (current outstanding balance of $10,844,127),
Upgraded to Ba3 (sf); previously on June 22, 2011 Caa2 (sf) Placed
Under Review for Possible Upgrade;

US$15,000,000 Class II Combination Notes due 2019, Upgraded to
Baa2 (sf); previously on June 22, 2011 Ba2 (sf) Placed Under
Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $280 million,
defaulted par of $0 million, a weighted average default
probability of 19.96% (implying a WARF of 2722), a weighted
average recovery rate upon default of 48.59%, and a diversity
score of 50. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Bacchus (U.S.) 2006-1 Ltd., issued in December 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011,
and "Using the Structured Note Methodology to Rate CDO Combo-
Notes" published in February 2004.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) 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.

2) 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 the worse of
reported and covenanted values for weighted average rating factor,
weighted average coupon and diversity score. However, as part of
the base case, Moody's considered a spread level higher than the
covenant level due to the large difference between the reported
and covenant levels.


BACM 2005-6: Moody's Affirms Class F Notes Rating at 'Ba1'
----------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 21
classes of Bank of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 2005-6:

Cl. A-3, Affirmed at Aaa (sf); previously on Jan 3, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Jan 3, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jan 3, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Jan 3, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at A1 (sf); previously on Dec 10, 2010
Downgraded to A1 (sf)

Cl. B, Affirmed at A2 (sf); previously on Dec 10, 2010 Downgraded
to A2 (sf)

Cl. C, Affirmed at A3 (sf); previously on Dec 10, 2010 Downgraded
to A3 (sf)

Cl. D, Affirmed at Baa1 (sf); previously on Dec 10, 2010
Downgraded to Baa1 (sf)

Cl. E, Affirmed at Baa2 (sf); previously on Dec 10, 2010
Downgraded to Baa2 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Dec 10, 2010 Downgraded
to Ba1 (sf)

Cl. G, Affirmed at Ba3 (sf); previously on Dec 10, 2010 Downgraded
to Ba3 (sf)

Cl. H, Affirmed at B2 (sf); previously on Dec 10, 2010 Downgraded
to B2 (sf)

Cl. J, Affirmed at Caa1 (sf); previously on Dec 10, 2010
Downgraded to Caa1 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Dec 10, 2010
Downgraded to Caa2 (sf)

Cl. L, Affirmed at Ca (sf); previously on Dec 10, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. XW, Affirmed at Aaa (sf); previously on Jan 3, 2006 Definitive
Rating Assigned Aaa (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
5.3% of the current pooled balance as compared to 5.7% at last
review. The deal has experienced an additional $17 million of
realized losses since last review. Moody's current base expected
loss plus realized losses is 5.9% of the original pooled balance
as compared to 5.8% at last review. Moody's stressed scenario loss
is 14.5% of the current pooled balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to the pace of
the recovery of the broader economy. Core office markets are
showing signs of recovery through lending and leasing activity.
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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 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 pool has a Herf of 32 as compared to 33
at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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 10, 2010.

DEAL PERFORMANCE

As of the August 10, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 15% to $2.4 billion
from $2.7 billion at securitization. The total deal balance is
$2.5 billion as there are six non-pooled or rake classes
associated with the KinderCare Portfolio. The Certificates are
collateralized by 147 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
45% of the pool. The pool contains less than 1% of defeasance. Two
loans, representing 17% of the pool, have investment grade credit
estimates.

Forty-three loans, representing 17% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC; formerly the Commercial Mortgage
Securities Association) 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, resulting in an
aggregate realized loss of $39 million (44% average loss
severity). Sixteen loans, representing 7% of the pool, are
currently in special servicing. The largest specially serviced
loan is the One Old Country Road Loan ($48 million -- 2.1% of the
pool), which is secured by a 320,000 SF office in Long Island, New
York. The property was 93% leased as of the November 2010 rent
roll, however, property tax and utility expenses have increased
significantly since securitization. The loan is over 90 days
delinquent. If the service and borrower cannot agree on a
discounted payoff or loan modification then foreclosure is
possible. The servicer has recognized $24 million appraisal
reduction.

The remaining specially serviced loans are secured by a mix of
commercial, hotel and multifamily property types. The master
servicer has recognized an aggregate $49 million appraisal
reduction for nine of the 16 specially serviced loans. Moody's has
estimated an aggregate $58 million loss (37% expected loss based
on a 79% probability of default) for 15 of the 16 specially
serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 3% of the pool and has estimated a
$10 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes L through
S have experienced cumulative interest shortfalls totaling
$5.4 million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced and troubled loans. Interest shortfalls are
caused by special servicing fees, including workout and
liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

Moody's was provided full year 2010 and partial year 2011
operating results for 99% and 52% of the conduit loans,
respectively. The conduit portion of the pool excludes specially
serviced, defeased and troubled loans as well as loans with credit
estimates. Moody's weighted average conduit LTV is 99% compared to
105% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 10% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Moody's actual and stressed conduit DSCRs are 1.45X and 1.09X,
respectively, compared to 1.48X and 1.07X 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 277 Park Avenue
Loan ($260 million --11.1% of the pool), which represents a 52%
pari passu interest in a $500 million first mortgage. The loan is
secured by a 1.8 million SF Class A office tower located in the
Plaza District submarket of Midtown Manhattan. The largest tenants
are JP Morgan Chase Bank and Sumitomo Mitsui Banking Corporation,
which together lease 84% of the net rentable area. Both of these
tenants have a Moody's senior unsecured rating of Aa3 and each has
a 2021 lease expiration. The property was 96% leased as of
7/1/2011 as compared to 97% at last review. The loan is interest
only for the full ten year term. Moody's credit estimate and
stressed DSCR are A2 and 1.32X, respectively, compared to A2 and
1.34X at last review.

The second loan with a credit estimate is the Kindercare Portfolio
Loan ($141 million -- 6.0% of the pool), which represents a 33%
pari passu interest in a $610 million first mortgage loan. The
loan was originally secured by 713 childcare facilities located in
37 states. Individual property releases are permitted subject to
certain conditions including a minimum release price equal to 100%
of the allocated loan balance. Twelve properties have been
released, which leaves 701 childcare facilities as the remaining
collateral. The largest state concentration is California, with
12% of the portfolio. The portfolio is master leased to Knowledge
Learning Corporation (B1, negative outlook). Moody's credit
estimate and stressed DSCR are A3 and 1.90X, respectively,
compared to A3 and 1.88X at last review.

The Paramus Park Mall Loan ($100 million -- 4.3% of the pool) had
a credit estimate at last review but due to a decline in
performance it is now analyzed as part of the conduit pool. The
loan is secured by the borrower's interest in a 770,000 SF
regional shopping center located in Paramus, New Jersey. The mall
is anchored by Macy's and Sears, but the anchors own their own
space. The loan was in special servicing at last review due to the
sponsor's, General Growth Properties, past bankruptcy. The loan is
performing and out of special servicing, however, performance is
no longer commensurate with an investment grade credit estimate.
The mall is still considered competitive, but nearby Westfield
Garden State Plaza is considered the dominant mall in the trade
area. The in-line space was 88% leased as compared to 97% at 2007
year-end. Moody's LTV and stressed DSCR are 87% and 1.03X,
respectively, compared to 72% and 1.23X at last review.

The top three performing conduit loans represent 14% of the pool
balance. The largest loan is the InTown Suites Portfolio B Loan
($110 million -- 4.7% of the pool), which is secured by a
portfolio of 40 extended stay hotels located in 16 states. The
portfolio consists of 5,073 rooms. The largest state exposure is
Texas, which is where 45% of the rooms are located. 2010 portfolio
occupancy increased to 82% from 78% in 2009. However, the average
weekly rate (AWR) declined by $10. Consequently, 2010 weekly
revenue per available room (RevPAR) increased only slightly to
$152 from $151 in 2009. Moody's LTV and stressed DSCR are 84% and
1.51X, respectively, compared to 81% and 1.57X at last review.

The second largest loan is the Burnett Plaza Loan ($109 million --
4.6% of the pool), which is secured by a 1 million SF Class A
office building located in Fort Worth, Texas. The property was 85%
leased as of June 2010 compared to 75% as of June 2010. Property
performance is expected to improve as a rent abatement period for
the building's second largest tenant, Quicksilver Resources, ended
in 3Q 2011. Moody's LTV and stressed DSCR are 96% and 1.07X,
respectively, compared to 128% and .80X at last review.

The third largest loan is the Omni Hotel-San Diego Loan
($102 million -- 4.4% of the pool), which is secured by a 511 room
full service hotel located in San Diego, California. The property
is well located in the Marina District adjacent to PETCO Park and
the San Diego Convention Center. Property occupancy has remained
stable at approximately 75% from 2008-2010. However, the hotel's
average daily rate has declined during the same period, which has
caused RevPAR to drop by 17% to $135 in 2010 from $164 in 2008.
Property performance has improved recently. The hotel's 1H2011
RevPAR increased by 18% from 1H2010 to $153 from $130. Moody's LTV
and stressed DSCR are 119% and .95X, respectively, compared to
107% and 1.06X at last review.


BALLYROCK CLO: Moody's Upgrades Rating of Class D Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Ballyrock CLO III, Ltd.:

US$100M Class A-1 Revolving Floating Rate Notes (current balance
$99,085,029.61), Upgraded to Aaa (sf); previously on June 22, 2011
Aa1 (sf) on Review For Possible Upgrade;

US$350M Class A-2 Floating Rate Notes (current balance
$346,797,603.63), Upgraded to Aaa (sf); previously on June 22,
2011 Aa1 (sf) on Review For Possible Upgrade;

US$24M Class B Floating Rate Notes, Upgraded to Aa3 (sf);
previously on June 22, 2011 A2 (sf) on Review For Possible
Upgrade;

US$33M Class C Deferrable Floating Rate Notes , Upgraded to A3
(sf); previously on June 22, 2011 Baa3 (sf) on Review For Possible
Upgrade;

US$45M Class D Deferrable Floating Rate Notes (current rated
balance $43,563,181.00), Upgraded to Ba2 (sf); previously on
June 22, 2011 B2 (sf) on Review For Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $588 million,
defaulted par of $3 million, a weighted average default
probability of 16% (implying a WARF of 2740), a weighted average
recovery rate upon default of 48%, and a diversity score of 53.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Ballyrock CLO III, Ltd., issued in June 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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.

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


BANC OF AMERICA: Moody's Affirms Rating of Class B Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the ratings of
seven classes and affirmed 15 classes of Banc of America
Commercial Mortgage Pass-Through Certificates, Series 2006-4:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 20, 2006
Definitive Rating Assigned Aaa (sf)

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

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

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

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

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

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

Cl. A-J, Downgraded to Baa3 (sf); previously on Dec 2, 2010
Downgraded to Baa2 (sf)

Cl. B, Downgraded to Ba2 (sf); previously on Dec 2, 2010
Downgraded to Baa3 (sf)

Cl. C, Downgraded to B3 (sf); previously on Dec 2, 2010 Downgraded
to B1 (sf)

Cl. D, Downgraded to Caa1 (sf); previously on Dec 2, 2010
Downgraded to B3 (sf)

Cl. E, Downgraded to Caa2 (sf); previously on Dec 2, 2010
Downgraded to Caa1 (sf)

Cl. F, Downgraded to Caa3 (sf); previously on Dec 2, 2010
Downgraded to Caa2 (sf)

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

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

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

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

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

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

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

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

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

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans. 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
9.3% of the current lower pool balance. At last review, Moody's
cumulative base expected loss was 8.6%. Moody's stressed scenario
loss is 17.8% of the current balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade 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 46 compared to 50 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 December 2, 2010.

DEAL PERFORMANCE

As of the August 10, 2010 distribution date, the transaction's
aggregate certificate balance has decreased by 13% to $2.4 billion
from $2.7 billion at securitization. The Certificates are
collateralized by 143 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 37%
of the pool. Two loans have defeased, representing 2% of the pool,
and are collateralized by U.S. Government securities. The pool
contains two loans, representing 1% of the pool, with credit
estimates.

Thirty-three loans, representing 14% 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.

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $71.3 million (54% loss severity
overall). At last review the pool had experienced an aggregate
$6.8 million realized loss. Twenty loans, representing 22% of the
pool, are currently in special servicing. The largest specially
serviced loan is the BlueLinx Holdings Pool Loan ($123.4 million -
- 5.2% of the pool). This loan represents a pari-passu interest in
a $246.8 million first mortgage. The loan is secured by 57
industrial properties and one office property located throughout
36 states. Although the loan is secured by a geographically
diverse portfolio of assets, all of the properties are master
leased to one company -- BlueLinx. The North American residential
and commercial building products distributor has been adversely
affected by the decline in new residential and commercial
construction. The loan is current, but was transferred to special
servicing in June 2011 when the borrower requested a loan
modification. The borrower was permitted to use funds from a
Lease-to-Cost reserve account to pay down the loan's principal
balance without incurring a prepayment penalty. Consequently, the
first mortgage was paid by $38.35 million and this deal's pari-
passu piece was paid down by $19.17 million. The remaining 19
specially serviced loans are secured by a mix of property types.
The master servicer has recognized an aggregate $98.5 million
appraisal reduction for 11 specially serviced loans. Moody's has
estimated an aggregate $139 million loss (27% expected loss on
average) for all of the specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 6% of the pool and has estimated a
$21.7 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Excluding specially serviced and defeased loans, Moody's was
provided with partial year 2011 operating results for 84% of the
pool and full year 2010 operating results for 99% of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 103% compared to 100% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 16.4%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.29X and 1.01X, respectively, compared to
1.47X and 1.04X 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 Glen Oaks Shopping
Center Loan ($19.9 million -- 0.8% of the pool), which is secured
by a 244,000 square foot (SF) retail center located in Nassau
County, New York. Moody's current credit estimate and stressed
DSCR are Aa2 (sf) and 1.94X, respectively, compared to Aa2 and
1.9X at last review. The second loan with a credit estimate is the
345 East 86th Street Apartments Loan ($5.2 million -- 0.2% of the
pool), which is secured by a 114-unit residential co-op building
located in New York, New York. Moody's current credit estimate is
Aaa, the same as last review.

The top three performing loans represent 16% of the pool balance.
The largest loan is the Technology Corners at Moffett Park Loan
($183.4 million -- 7.7% of the pool), which is secured by a
716,000 SF Class A office complex located in Sunnyvale,
California. The property is 100% leased to Ariba, Inc., through
January 2013. Moody's valuation of this property is based on a
lit-dark analysis. Moody's LTV and stressed DSCR are 132% and
0.74X, respectively, compared to 133% and 0.73X at last review.

The second largest loan is the Marriott Indianapolis Loan
($101.7 million -- 4.3% of the pool), which is secured by a
615-room hotel located in downtown Indianapolis, Indiana. The
property's financial performance has been stable. Moody's LTV and
stressed DSCR are 90% and 1.29X, respectively, the same as at last
review.

The third largest loan is the Mesa Mall Loan ($87.25 million --
3.7% of the pool), which is secured by a 560,264 SF enclosed
regional shopping mall located in Grand Junction, Colorado. Anchor
tenants pledged as loan collateral include Sears, Herbergers and
Sutherland's Lumber Home while Target, Cabella and JC Penney are
excluded from the loan's collateral. Property financial
performance declined slightly since last review despite increasing
occupancy reported at 96% as of year-end 2010 compared to 84% at
last review. Moody's LTV and stressed DSCR are 116% and 0.86,
respectively, compared to 113% and 0.88X at last review.


BEAR STEARNS: DBRS Cuts Ratings on Four Classes to 'D' From 'C'
---------------------------------------------------------------
DBRS has downgraded the following classes of Bear Stearns
Commercial Mortgage Securities Trust 2007-PWR18 as follows:

-- Class N to D (sf) from C (sf)
-- Class O to D (sf) from C (sf)
-- Class P to D (sf) from C (sf)
-- Class Q to D (sf) from C (sf)

The downgrade follows realized losses incurred on the trust
following the liquidation of the RRI Hotel Portfolio in September
2011.

The RRI Hotel Portfolio loan (Prospectus ID#5) was originally
structured as a $78 million pari-passu piece of a $465 million
whole loan.  It was secured by 79 Red Roof Inn hotels, located
across 24 states and totaling 9,423 rooms.  Performance decline
became apparent in June 2009 when the YTD DSCR was reported to be
0.86x, a decline from 1.17x at YE2008 and 1.38x at issuance.  The
loan was transferred to special servicing in June 2009 due to
delinquent May 2009 and June 2009 payments, as well as the
borrower's indication that they were unwilling and unable to remit
future payments.

At the time of liquidation, the loan had a trust loan balance of
$74.7 million and a whole loan balance of $445.2 million.  The
sale of the loan closed on August 25, 2011 at a purchase price of
$256,725,000.  This represents a 92% recovery of the December 2010
appraised value, which was $278 million, and a purchase price-per-
key ratio of $27,244.  The total realized loss associated with
this loan is $39.6 million, as of the September 2011 remittance.
This is in line with the projected loss modeled for the RRI Hotel
Portfolio loan in DBRS' December 2010 surveillance review of this
transaction.

The realized loss incurred by the liquidation of the RRI Hotel
Portfolio loan has completely eliminated the unrated Class S, and
Classes O, P and Q.  In addition, the balance of Class N has been
reduced by approximately 44%.  Cumulative realized losses to the
trust now total $57 million.


BEAR STEARNS: DBRS Downgrades Class L From 'C' to 'D'
-----------------------------------------------------
DBRS has downgraded the following class of the Bear Stearns
Commercial Mortgage Securities Trust, Series 2007-Top26
transaction as:

Class L from C to D

The downgrade is the consequence of additional realized losses to
the trust as a result of the servicer advanceing on Prospectus
ID#6, Viad Corporate Center; those advances have now been deemed
non-recoverable and are being reimbursed from principal.

Prospectus ID#6, Viad Corporate Center, is secured by a 476,528
sf Class A office property located in the Uptown submarket in
Phoenix, just north of McDowell Road on Central Avenue.  The
loan transferred to the special servicer in March 2009 when the
95% managing member in the borrowing entity cited difficulty
making the scheduled interest payments on the loan and refused to
contribute further equity into the property given the perceived
value loss of approximately $60 million since issuance when the
property was valued at $105.6 million.  The May 2010 appraisal
obtained by the special servicer valued the property at
$43 million (a figure which represented an as-is value; the
same firm concluded a stabilized value of $57.3 million for the
subject property in May 2010).

At YE2009, the property's occupancy was 82% with the DSCR at
1.19x.  Occupancy remained near 80% throughout 2010 and into Q1
2011 when it was reported at 79%.  The DSCR for Q1 2011 was
reported by the special servicer at 1.12x.  In May 2011, the
special servicer processed a sale of the property and loan
assumption that resulted in a $9 million principal write down of
the outstanding $65 million balance on the loan.  As a part of the
loan assumption and modification, the new borrower is to establish
a capital reserve account in the amount of $8 million to fund
tenant improvements, leasing commissions, and capital repairs.

The $9 million realized loss was applied to the trust as part of
the June 13, 2011 remittance report.


BEAR STEARNS: Moody's Affirms Class D Notes Rating at 'Ba1'
-----------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the ratings of
three classes and affirmed 18 classes of Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-TOP20:

Cl. A-2, Affirmed at Aaa (sf); previously on Nov 17, 2005
Definitive Rating Assigned Aaa (sf)

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

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

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

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

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

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

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

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

Cl. E, Downgraded to B3 (sf); previously on Dec 2, 2010 Downgraded
to B2 (sf)

Cl. F, Downgraded to Caa1 (sf); previously on Dec 2, 2010
Downgraded to B3 (sf)

Cl. G, Downgraded to Caa2 (sf); previously on Dec 2, 2010
Downgraded to Caa1 (sf)

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

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

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

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

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

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

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

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

Cl. X, Affirmed at Aaa (sf); previously on Nov 17, 2005 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans. 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. At last review, Moody's cumulative
base expected loss was 6.1%. Moody's stressed scenario loss is
12.8% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment
grade classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the 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, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 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 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 December 2, 2010.

DEAL PERFORMANCE

As of the September 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $1.9 billion
from $2 billion at securitization. The Certificates are
collateralized by 210 mortgage loans ranging in size from less
than 1% to 5.5% of the pool, with the top ten non-defeased loans
representing 33% of the pool. Three loans, representing 1.7% of
the pool, have defeased and are secured by U.S. Government
securities.

Fifty 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.

Four loans have been liquidated from the pool, resulting in a
realized loss of $1.7 million (21% loss severity). Currently nine
loans, representing 10% of the pool, are in special servicing. The
largest specially serviced loan is the Lakeforest Mall Loan
($118.8 million -- 6.2%) which is secured by the borrower's
interest in a 1.1 million square foot regional mall located in
Gaithersburg, Maryland. The mall is anchored by Sears, J.C.
Penney, Macy's and Lord & Taylor, none of which are loan
collateral. The property was 68% leased at year end 2010, compared
to 65% at last review. This mall is managed by Simon Property
Group. The loan was transferred into special servicing May 2010
due to maturity default, and was extended until July 2011. The
borrower has not exercised the option to extend again, and the
loan is being cash managed. The property is also encumbered by a
$19.6 million B Note that is held outside the trust. Moody's LTV
and stressed DSCR are 122% and 0.82X, respectively, compared to
101% and .99X at last review.

The remaining specially serviced loans are secured by a mix of
retail, office, manufactured housing and multifamily properties
and each represent less than 2% of the pool. Moody's has estimated
an aggregate $55.6 million loss (32.3% expected loss on average)
for six of the specially serviced loans.

Moody's has assumed a high default probability for ten poorly
performing loans representing 5% of the pool and has estimated an
aggregate $14.5 million loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 97%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 93% compared to 98% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 11.6% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.65X and 1.20X, respectively, compared to
1.62X and 1.12X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

Ten loans, representing 9% of the pool, have credit estimates. The
largest loan with a credit estimate is the 200 Madison Avenue Loan
($45 million -- 2.3%), which is secured by a pari passu interest
in a $90.0 million first mortgage loan secured by a 667,000 square
foot office building located in New York City. The property
occupies a full city block on the west side of Madison Avenue
between 35th and 36th Street. The property was 100% leased as of
December 2010, similar to last review. The two largest tenants are
Phillips-Van Heusen Corp. (26% of the net rentable area (NRA),
lease expiration October 2023) and Lally McFarland Pantello (17%
of the NRA, lease expiration May 2013). The cash flow has been
stable since securitization. Moody's current credit estimate and
stressed DSCR are Aa2 and 1.70X, respectively, compared to Aa2 and
1.67X at last review.

The second largest loan with a credit estimate is the Depot
Business Park Loan ($38 million -- 2.0%), which is secured by a
2.3 million square foot office building located in Sacramento,
California. The property was 71% leased as of December 2010
compared to 78% at last review. The two largest tenants are the
California Department of Corrections (7% of the NRA, lease
expiration April 2016) and Big Bear Fireworks, Inc. (4% of the
NRA, lease expiration September 2012). The cash flow has been
stable since securitization and the loan has amortized 1.5% since
last review. Moody's current credit estimate and stressed DSCR are
Baa2 and 1.52X, respectively, compared to Baa2 and 1.61X at last
review.

The third largest loan with a credit estimate is the 1345 Avenue
of the Americas Loan ($25.2 million -- 1.3%), which is secured by
a 9.1% pari passu interest in a first mortgage loan secured by a
1.9 million square foot Class A office building located in New
York City. The property was 100% leased as of December 2010, the
same as at last review. The property is also encumbered by a
$216.5 million B Note that is held outside the trust. Property
performance has improved since last review and the loan has
amortized 36% since securitization. Moody's current credit
estimate and stressed DSCR are Aaa and 3.02X, respectively,
compared to Aaa and 2.25X at last review.

The remaining seven loans with credit estimates comprise 3.9%
of the pool. The current credit estimates are as follows: 1301
West Highlands Boulevard Loan ($18 million -- 1.0%) -- Baa3;
Park Avenue Plaza Loan ($11.3 million -- 0.6%) - Aaa; 2200
Harbor Boulevard Loan ($11.8 million -- 0.62%) -- A2; Pride
Center Loan ($9 million -- 0.5%) -- Aaa; 60 East End Avenue Coop
Loan ($8.9 million -- 0.5%) -- Aaa; Queen's Boulevard Office Loan
($7.8 million -- 0.4%) -- Baa1 and 520 East 72nd Street Coop Loan
($6.5 million -- 0.3%) -- Aaa.

The top three performing conduit loans represent 15% of the
pool balance. The largest loan is the Westin Copley Place Loan
($105 million -- 5.5%), which is a 50% pari passu interest in a
$210.0 million first mortgage loan secured by a 803-room full
service hotel located in Boston, Massachusetts. As of December
2010, the property was operating at 77% occupancy, essentially the
same as last review. Property performance has been stable since
securitization. The loan is interest only for its entire term.
Moody's LTV and stressed DSCR are 108% and 1.08X, respectively,
compared to 103% and 1.13X at last review.

The second largest loan is the West Town Mall Loan ($101.9 million
-- 5.4%), which is secured by a 916,000 square foot regional mall
located in Madison, Wisconsin. The mall was 97% leased as of
December 2010, compared with 99% at last review and
securitization. The anchors for the property are J.C. Penney, The
Boston Store and Sears, which are not included in the collateral.
Property performance has improved slightly since last review, due
to the increase in rental rates. Moody's LTV and stressed DSCR are
76% and 1.20X, respectively, compared to 81% and 1.14X at last
review.

The third largest loan is the Two Renaissance Square Loan
($85.2 million -- 4.4%), which is secured by a 470,464 square foot
office property located in Phoenix, Arizona. The property was 85%
leased as of December 2010 compared to 93% at last review. The
loan is interest only for the entire term. Property performance
has remained stable since last review. In addition, 80% of the NRA
is leased to investment grade tenants and nationally ranked law
firms. However, the third lease for the largest tenant, Squire,
Sanders, and Dempsey, which leases 15% of the NRA, expires at the
end of the year. Leases representing an additional 9% of the NRA
also expire by the end of the year, creating tenant rollover risk.
Moody's LTV and stressed DSCR are 114% and 0.85X, respectively,
compared to 110% and 0.88X at last review.


BEAR STEARNS: Moody's Affirms Rating of Cl. H Notes at 'Ba2'
------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 20
classes of Bear Stearns Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR6:

Cl. A-3, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-6, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-1, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Jan 14, 2005
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at Aa3 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned Aa3 (sf)

Cl. D, Affirmed at A2 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Jan 14, 2005 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Jan 14, 2005
Definitive Rating Assigned Baa1 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on Nov 11, 2010
Downgraded to Baa3 (sf)

Cl. H, Affirmed at Ba2 (sf); previously on Nov 11, 2010 Downgraded
to Ba2 (sf)

Cl. J, Affirmed at Ba3 (sf); previously on Nov 11, 2010 Downgraded
to Ba3 (sf)

Cl. K, Affirmed at B2 (sf); previously on Nov 11, 2010 Downgraded
to B2 (sf)

Cl. L, Affirmed at B3 (sf); previously on Nov 11, 2010 Downgraded
to B3 (sf)

Cl. M, Affirmed at Caa1 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

Cl. P, Affirmed at Ca (sf); previously on Nov 11, 2010 Downgraded
to Ca (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
2.8% of the current balance compared to 3.1% at last review.
Moody's stressed scenario loss is 8.0% of the current balance.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.6 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 23 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 November 11, 2010.

DEAL PERFORMANCE

As of the September 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 14% to $922.2
million from $1.07 billion at securitization. The Certificates are
collateralized by 89 mortgage loans ranging in size from less than
1% to 12% of the pool, with the top ten loans representing 46% of
the pool. Three loans, representing 8% of the pool, have defeased
and are collateralized with U.S. Government securities. The pool
includes four loans, representing 10% of the pool, with an
investment grade credit estimates.

Thirty 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.

Two loans have been liquidated from the pool since securitization,
resulting in a $2.0 million loss (33% loss severity on average).

Three loans, representing 1.3% of the pool, are currently in
special servicing. The master servicer has recognized an aggregate
$1.7 million appraisal reduction for two of the specially serviced
loans. Moody's has estimated an aggregate $4.5 million loss (36%
expected loss on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for seven poorly
performing loans representing 3% of the pool and has estimated a
$4.2 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 96%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 85%, compared to 89% at Moody's
prior full 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 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.25X, respectively, compared to
1.42X and 1.18X 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 Hilton Sandestin
Beach Golf Resort Loan ($46.1 million -- 5.0%), which is secured
by a 598-room, full service hotel located in Destin, Florida. The
hotel's performance has declined since last review due to lower
revenues. Year-end 2010 revenue per participating room (RevPAR)
was $110.10 compared to $118.01 at last review. The decline in NOI
was partially offset by amortization. The loan has amortized by 3%
since last review. Moody's credit estimate and stressed DSCR are
A3 and 2.0X, respectively, compared to A2 and 2.16X at last
review.

The second largest loan with a credit estimate is the Pine Gate
Apartments Loan ($17.9 million -- 1.9%), which is secured by a
354-unit garden apartment complex located in Old Bridge, New
Jersey. Performance has been stable. Moody's credit estimate and
stressed DSCR are Baa3 and 1.2X, the same as last review.

The third largest loan with a credit estimate is the Berry
Plastics Portfolio Loan ($16.5 million -- 1.8%), which is secured
by a portfolio of four industrial buildings containing a total of
862,866 square feet. The properties are located in Tolleson,
Arizona, Aslip, Illinois and Geddes, New York. The properties are
100% net leased to Berry Plastics (Moody's LT Corporate Family
Rating B3; stable outlook) through November 2023. The loan has
benefited from 240-month amortization schedule and has amortized
by 22% since securitization. Moody's credit estimate and stressed
DSCR are Baa1 and 1.57X, respectively, compared to Baa2 and 1.45X
at last review.

The fourth largest loan with a credit estimate is the Shaklee
Corporation Loan ($14.6 million -- 1.6%), which is secured by a
123,750 square foot office building located in Pleasanton,
California. The property is 100% net leased to the Shaklee
Corporation through May 2024. The loan has benefited from 240-
month amortization schedule and has amortized by 22% since
securitization. Moody's credit estimate and stressed DSCR are Baa2
and 1.52X, respectively, compared to Baa3 and 1.46X at last
review.

The top three performing conduit loans represent 26% of the pool
balance. The largest loan is the 11 Penn Plaza Loan ($111.7
million -- 12.1%), which is secured by a 1 million square foot
office building located in the Penn Plaza submarket of New York
City. The property was 92% leased as of December 2010 compared to
86% at last review. The loan represents a 56.8% pari-passu
interest in a $196.9 million loan. The loan matures on December 1,
2011. Performance has improved since last review due to higher
revenues. The loan has also benefited from amortization. Moody's
LTV and stressed DSCR are 70% and 1.39X, respectively, compared to
81% and 1.21X at last review.

The second largest loan is the Highland Village Loan ($80.3
million -- 8.7%), which is secured by a 331,000 square foot retail
center located in Houston Texas. The property was 85% leased as of
December 2010, the same as last review. Year-end 2010 NOI has
declined by 13% compared to the previous year, but this drop in
performance had been incorporated in the Moody's analysis at last
review. Current performance is inline with the expectations.
Moody's LTV and stressed DSCR are 90% and 1.09X, respectively,
compared to 91% and 1.07X at last review.

The third largest loan is Eton Collection Loan ($51.1 million --
5.5%), which is secured by a 287,000 square foot retail center
located in Woodmere, Ohio. The property was 88% leased as of March
2011 compared to 90% at last review. The property is on the
watchlist due to low DSCR. Overall performance is poor but stable.
Moody's LTV and stressed DSCR are 123% and 0.77X, respectively,
compared to 129% and 0.73X at last review.


BEAR STEARNS: S&P Lowers Rating on Class K Certificates to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates Bear
Stearns Commercial Mortgage Securities Trust 2007-PWR17, a U.S.
commercial mortgage-backed securities (CMBS) transaction. "At the
same time we affirmed one other rating," S&P said.

The rating actions were due to principal losses and potential
interest shortfalls.

"We downgraded the class K certificates to 'D (sf)' because of
principal losses resulting from two assets that had been with the
special servicer, C-III Asset Management LLC. Class K experienced
a loss totaling 42.77% of its $32.6 million original principal
balance. Classes L to Q have experienced a loss of 100% of its
original principal balance. Standard & Poor's previously lowered
its rating on these classes to 'D (sf)'. According to the Sept.
13, 2011, remittance report, the trust experienced $99.1 million
in principal losses upon the disposition of RRI Hotel Portfolio
and the 10471 Grant Line assets. The assets were liquidated at a
53.1% and 92.9% loss severities based on the $178.2 million and
$4.9 million scheduled beginning balances as of the Sept. 13,
2011, remittance period," S&P related.

RRI Hotel Portfolio was the third-largest loan in the deal
representing 5.63% of the aggregate pool balance. The loan balance
at origination was $186 million, a 40% pari passu portion in a
$465 million first mortgage whole loan, which was split into three
notes. The whole loan was secured by the borrower's fee interests
and leasehold interests in 79 Red Roof Inn hotels. The loan was
transferred to the special servicer in July 2009. Subsequently,
the sale of the whole loan was approved in August 2011 to Five
Mile Capital.

The 10471 Grant Line loan was secured by a 24,220-sq.-ft.
industrial property in Elk Grove, Calif. The loan was transferred
to the special servicer in February 2010 for imminent payment
default. The loan was sold in a note auction in August 2011.

"We downgraded the class H certificates to 'CCC (sf)' and affirmed
our 'CCC- (sf)' rating on class J because of the certificates'
increased susceptibility to future interest shortfalls due to
their reduced liquidity support," S&P said.

As of the Sept. 13, 2011, trustee remittance report, appraisal
reduction amounts (ARAs) totaling $43.5 million were in effect for
10 ($99.3 million, 3.3%) of the transaction's 14 ($117.2 million,
3.9%) specially serviced assets. The total reported ASER amount
for loans currently with the special servicer was $173,744, and
the reported cumulative ASER amount was $2,264,020. Due to the
repayment of appraisal subordinate entitlement reduction (ASER)
amounts from liquidation proceeds, there were no reported
accumulated interest shortfalls except for the class S
certificates. Standard & Poor's did consider projected interest
shortfalls to the trust going forward as a result of ASERs related
to loans still with the special servicer in determining its rating
actions.

Ratings Lowered

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR17
          Rating          Credit
Class  To         From    enhancement (%)
H      CCC (sf)   B- (sf)            1.72
K      D (sf)     CCC- (sf)          0.00

Rating Affirmed

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR17

Class    Rating     Credit enhancement(%)
J        CCC- (sf)                   0.63


BLACK DIAMOND: Moody's Raises Rating of Class D-l Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Black Diamond CLO 2005-1 Ltd.

US$431,000,000 Class A-1 Floating Rate Notes Due June 2017,
Upgraded to Aaa (sf); Previously on June 22, 2011 Aa1 (sf) Placed
Under Review for Possible Upgrade;

US$50,000,000 Class A-1B Floating Rate Notes Due June 2017,
Upgraded to Aaa (sf); Previously on June 22, 2011 Aa2 (sf) Placed
Under Review for Possible Upgrade;

US$75,000,000 Class B Floating Rate Notes Due June 2017, Upgraded
to Aa1 (sf); Previously on June 22, 2011 A3 (sf) Placed Under
Review for Possible Upgrade;

US$70,000,000 Class C Floating Rate Notes Due June 2017, Upgraded
to A3 (sf); Previously on June 22, 2011 Ba1 (sf) Placed Under
Review for Possible Upgrade;

US$6l,000,000 Class D-l Floating Rate Notes Due June 2017,
Upgraded to Ba2 (sf); Previously on June 22, 2011 B3 (sf) Placed
Under Review for Possible Upgrade;

US$6,000,000 Class D-2 Fixed Rate Notes Due June 2017, Upgraded to
Ba2 (sf); Previously on June 22, 2011 B3 (sf) Placed Under Review
for Possible Upgrade;

US$35,000,000 Class E Floating Rate Notes Due June 2017, Upgraded
to Caa2 (sf); Previously on June 22, 2011 Caa3 (sf) Placed Under
Review for Possible Upgrade;

US$12,000,000 Class I Combination Notes Due June 2017 (current
rated balance of $3,497,357.06), Upgraded to A3 (sf); Previously
on June 22, 2011 B1 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of improvement in the
credit quality of the underlying portfolio since the rating action
in September 2009. Based on the August 2011 trustee report, the
weighted average rating factor is currently 2784 compared to 3458
in the July 2009 trustee report.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes. Based on the August 2011 trustee
report, reference securities that mature after the maturity date
of the notes currently make up approximately 13.29% of the
underlying reference portfolio. These investments potentially
expose the notes to market risk in the event of liquidation at the
time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $971 million,
defaulted par of $43 million, a weighted average default
probability of 20% (implying a WARF of 2789), a weighted average
recovery rate upon default of 50%, and a diversity score of 50.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Black Diamond CLO 2005-1 Ltd., issued in April of 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011 and
"Using the Structured Note Methodology to Rate CDO Combo-Notes"
published in February 2004.

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 June 2011.

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 2013 and
2015 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) Deleveraging: The deal's reinvestment period ended in June
2011. A source of uncertainty in this transaction is the pace of
deleveraging from unscheduled principal proceeds. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

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

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


BLACKROCK SENIOR: Moody's Raises Rating of Class C Notes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Blackrock Senior Income Series:

US$300,000,000 Class A Senior Secured Floating Rate Notes Due 2016
(current balance of $278,274,356), Upgraded to Aaa (sf);
previously on June 22, 2011 Aa1 (sf) Placed Under Review for
Possible Upgrade;

US$29,500,000 Class B-1 Second Priority Secured Floating Rate
Deferrable Notes Due 2016, Upgraded to A2 (sf); previously on
June 22, 2011 Baa3 (sf) Placed Under Review for Possible Upgrade;

US$4,500,000 Class B-2 Second Priority Secured Fixed Rate
Deferrable Notes Due 2016, Upgraded to A2 (sf); previously on
June 22, 2011 Baa3 (sf) Placed Under Review for Possible Upgrade;

US$18,000,000 Class C Third Priority Secured Floating Rate
Deferrable Notes due 2016, Upgraded to Ba2 (sf); previously on
June 22, 2011 B1 (sf) Placed Under Review for Possible Upgrade;

US$6,000,000 Class D-1 Fourth Priority Secured Floating Rate
Deferrable Notes due 2016 (current balance of $3,179,513),
Upgraded to Ba3 (sf); previously on June 22, 2011 Caa3 (sf) Placed
Under Review for Possible Upgrade;

US$6,000,000 Class D-2 Fourth Priority Secured Fixed Rate
Deferrable Notes due 2016 (current balance of $3,179,513),
Upgraded to Ba3 (sf); previously on June 22, 2011 Caa3 (sf) Placed
Under Review for Possible Upgrade;

US$6,000,000 Class 1 Composite Securities (current rated balance
of $443,856), Upgraded to Ba1 (sf); previously on June 22, 2011
Caa1 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of credit improvement of
the underlying portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in September
2009. Based on the July 2011 trustee report, the weighted average
rating factor is currently 2287 compared to 2543 in August 2009.
Additionally, Moody's notes that the Class A Notes have been paid
down by approximately 6% or $17 million since the rating action in
September 2009. As a result of the delevering, the
overcollateralization ratios have increased since the last rating
action. Based on July 2011 trustee report, the Class A, Class B,
Class C and Class D overcollateralization ratios are reported at
126.69%, 112.89%, 106.74%, and 104.73%, respectively, versus
August 2009 levels of 122.58%, 110.03%, 104.37%, and 101.86%,
respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $352 million,
defaulted par balance of $2.5 million, a weighted average default
probability of 13.5% (implying a WARF of 2356), a weighted average
recovery rate upon default of 49.6%, and a diversity score of 59.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Blackrock Senior Income Series, issued in October of 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011 and
"Using the Structured Note Methodology to Rate CDO Combo-Notes"
published in February 2004.

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 June 2011.

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 2013 and
2015 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/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

2) 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.


CALLIDUS DEBT: Moody's Upgrades Class C-1 Notes Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Callidus Debt Partners CLO Fund II, Ltd.

US$13,500,000 Class B Senior Secured Deferrable Floating Rate
Notes Due 2015, Upgraded to Aaa (sf); previously on June 22, 2011
Aa1 (sf), Placed on Review for Possible Upgrade;

US$11,500,000 Class C-1 Secured Floating Rate Notes Due 2015
(current balance of $12,555,508.07), Upgraded to Ba1 (sf);
previously on June 22, 2011 B1 (sf), Placed on Review for Possible
Upgrade;

US$10,000,000 Class C-2 Secured Fixed Rate Notes Due 2015 (current
balance of $10,850,066.43), Upgraded to Ba1 (sf); previously on
June 22, 2011 B1 (sf), Placed on Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratio since the last rating
action in February 2011. Moody's notes that the Class A notes have
been paid down by approximately $65 million or 62% since last
rating action. As a result of deleveraging, the trustee report
dated as of August 2011 reports the Class A Overcollateralization
Ratio Test at 185.51% versus its December 2009 level of 145.05%.

This transaction also includes an Apex Swap that is currently
being repaid using interest proceeds. Generally, the Apex Swap
counterparty pays the issuer amounts equivalent to any principal
losses experienced by the issuer resulting from credit risk
sales or defaulted securities, subject to a cumulative limit of
$28.9 million. In return, the issuer is obligated to repay such
amounts advanced by the counterparty through the waterfall
sequence of payment priorities specified in the transaction's
indenture. The ongoing repayment of previously advanced amounts on
the swap is causing the Class C Notes to defer partial interest.
Moody's notes however that once the outstanding amount of the Apex
Swap balance is repaid, the Class C Notes will resume receiving
current interest payments. The upgrade rating action on the Class
C Notes reflects consideration of the likelihood that such
interest payments will resume, though the speed at which the
counterparty will be paid back is uncertain. This transaction also
has a lower diversity score, 31, compared to the last rating
action's of 48 which indicates a more concentrated portfolio.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $67 million,
defaulted par of $267,721, a weighted average default probability
of 16% (implying a WARF of 3062), a weighted average recovery rate
upon default of 51%, and a diversity score of 31. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Callidus Debt Partners CLO Fund II, Ltd., issued in June 2003, 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
June 2011.

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 June 2011.

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 2013 and
2015 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) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) 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.


CAPITALSOURCE COMMERCIAL: Moody's Raises Cl. C Notes Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by CapitalSource Commercial Loan Trust 2007-1:

US$20,000,000 Class B Floating Rate Deferrable Asset Backed Notes
(current outstanding balance of $900,035), Upgraded to Aaa (sf);
previously on November 17, 2010 Upgraded to Baa2 (sf);

US$84,000,000 Class C Floating Rate Deferrable Asset Backed Notes
(current balance of $48,428,579), Upgraded to Ba1 (sf); previously
on October 27, 2009 Downgraded to B2 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of delevering of the senior
notes since the rating action in November 2010. Moody's notes that
the Class A Notes have been fully paid down and the Class B notes
have been paid down by approximately 92.2% or $10.6 million since
the rating action in November 2010. In addition to principal pay
downs, excess spread is being diverted to pay down the Class B
Notes.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $99.3 million, a
weighted average default probability of 47.13% (implying a WARF of
7343), a weighted average recovery rate upon default of 45.59%,
and a diversity score of 6. The default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

CapitalSource Commercial Loan Trust 2007-1, issued in April 2007,
is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans from middle market obligors.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011. 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 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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

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

3) 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/non investment grade,
especially when they experience jump to default. Due to the deal's
low diversity score and lack of granularity, Moody's supplemented
its typical Binomial Expansion Technique analysis with a simulated
default distribution using Moody's CDOROM(TM) software and/or
individual scenario analysis.


CD 2007-CD5: Moody's Affirms Class B Notes Rating at 'Ba1'
----------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the ratitngs of
three classes and affirmed 17 classes of CD 2007-CD5 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-
CD5:

CL. A-AB, Affirmed at Aaa (sf); previously on Apr 3, 2008
Definitive Rating Assigned Aaa (sf)

CL. A-2, Affirmed at Aaa (sf); previously on Apr 3, 2008
Definitive Rating Assigned Aaa (sf)

CL. A-3, Affirmed at Aaa (sf); previously on Apr 3, 2008
Definitive Rating Assigned Aaa (sf)

CL. A-4, Affirmed at Aaa (sf); previously on Apr 3, 2008
Definitive Rating Assigned Aaa (sf)

CL. A-1A, Affirmed at Aaa (sf); previously on Apr 3, 2008
Definitive Rating Assigned Aaa (sf)

CL. AM, Affirmed at Aa2 (sf); previously on Nov 11, 2010
Downgraded to Aa2 (sf)

CL. A-MA, Affirmed at Aa2 (sf); previously on Nov 11, 2010
Downgraded to Aa2 (sf)

CL. AJ, Affirmed at Baa2 (sf); previously on Nov 11, 2010
Downgraded to Baa2 (sf)

CL. A-JA, Affirmed at Baa2 (sf); previously on Nov 11, 2010
Downgraded to Baa2 (sf)

CL. B, Affirmed at Ba1 (sf); previously on Nov 11, 2010 Downgraded
to Ba1 (sf)

CL. C, Downgraded to Ba3 (sf); previously on Nov 11, 2010
Downgraded to Ba2 (sf)

CL. D, Downgraded to B1 (sf); previously on Nov 11, 2010
Downgraded to Ba3 (sf)

CL. E, Downgraded to B3 (sf); previously on Nov 11, 2010
Downgraded to B2 (sf)

CL. F, Affirmed at Caa1 (sf); previously on Nov 11, 2010
Downgraded to Caa1 (sf)

CL. G, Affirmed at Caa2 (sf); previously on Nov 11, 2010
Downgraded to Caa2 (sf)

CL. H, Affirmed at Caa3 (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

CL. J, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

CL. K, Affirmed at C (sf); previously on Nov 11, 2010 Downgraded
to C (sf)

CL. XS, Affirmed at Aaa (sf); previously on Apr 3, 2008 Definitive
Rating Assigned Aaa (sf)

CL. XP, Affirmed at Aaa (sf); previously on Apr 3, 2008 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans. Realized losses have increased by
$58 million since last review. 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
7.0% of the current balance. At last full review, Moody's
cumulative base expected loss was 9.0%. Moody's stressed scenario
loss is 22.5% 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.

The performance expectations for a given variable indicate
Moody's forward-looking view of the likely range of performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued. Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions. The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics. Primary sources of
assumption uncertainty are the current sluggish macroeconomic
environment and performance in the commercial real estate property
markets. While commercial real estate property markets are gaining
momentum, a consistent upward trend will not be evident until the
volume of transactions increases, distressed properties are
cleared from the pipeline and job creation rebounds. The hotel and
multifamily sectors are continuing to show signs of recovery
through the first half of 2011, while recovery in the non-core
office and retail sectors are tied to pace of recovery of the
broader economy. Core office markets are showing signs of recovery
through lending and leasing activity. 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 as the most likely scenario through
2012, amidst ongoing individual, corporate and governmental
deleveraging, persistent unemployment, and government budget
considerations, however the downside risks to the outlook have
risen since last quarter.

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 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 35 compared to 38 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 November 11, 2010.

DEAL PERFORMANCE

As of the August 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $1.92 billion
from $2.09 billion at securitization. The Certificates are
collateralized by 148 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 41%
of the pool. The pool includes one loan with an investment grade
credit estimate, representing less than 1% of the pool.

Forty-two 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.

Twelve loans have been liquidated from the pool since
securitization, resulting in an aggregate $59.8 million loss (48%
loss severity on average). Due to realized losses, classes N
through S have been eliminated entirely and Class M has
experienced a 27% principal loss. Currently 16 loans, representing
7% of the pool, are in special servicing. The master servicer has
recognized appraisal reductions totaling $30.7 million for the
specially serviced loans. Moody's has estimated a $42.2 million
loss (31% expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for 12 poorly
performing loans representing 5% of the pool. Moody's has
estimated a $25.3 million loss (25% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 79% and 34%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV for the conduit component is 112% compared to
119% 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 9.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit component are 1.29X and 0.95X,
respectively, compared 1.22X and 0.89X 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 an investment grade credit estimate is the 14144
Ventura Office Building Loan ($4.5 million -- 0.2%), which is
secured a 48,000 square foot (SF) office building located in
Sherman Oaks, California. Moody's credit estimate and stressed
DSCR are Baa3 and 1.81X, respectively, the same as at last review.

The top three performing conduit loans represent 24% of the pool.
The largest loan is the Lincoln Square Loan ($160 million -- 8.3%
of the pool), which is secured by a 406,000 SF office building
located in Washington, DC. The property was 91% leased as of June
2011, compared to 100% at last review. The loan represents a 72.7%
pari-passu interest in a $220 million loan that is interest-only
throughout its entire 10-year term, maturing in July 2017. Moody's
LTV and stressed DSCR are 126% and 0.75X, respectively, compared
to 128% and 0.74X at last review.

The second largest loan is the USFS Industrial Distribution
Portfolio Loan ($157.5 million -- 8.2% of the pool), which is
secured by 37 cross-collateralized and cross-defaulted warehouse
properties and an office property located in 25 states. The loan
is 100% leased to the US Foodservice, Inc. through July 2027. The
loan represents a 33.3% pari-passu interest in a $472.4 million
loan. Moody's LTV and stressed DSCR are 104% and 1.02X,
respectively, compared to 102% and 1.02X at last review.

The third largest loan is the Charles River Plaza North Loan
($145.0 million -- 7.5% of the pool), which is secured by a
355,000 SF office building located in Boston, Massachusetts. The
property is 100% leased to Massachusetts General Hospital through
May 2029. Moody's LTV and stressed DSCR are 139% and 0.68X,
respectively, compared to 123% and 0.77X at last review.


CENTURION CDO: Moody's Upgrades Class C Notes Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Centurion CDO 8 Limited:

US$465,000,000 Class A Floating Rate Notes Due 2017 (current
Balance: $445,834,224), Upgraded to Aaa (sf); previously on
June 22, 2011 Assigned Aa3 (sf) Placed Under Review for Possible
Upgrade;

US$13,000,000 Class B-1 Deferrable Fixed Rate Notes Due 2017,
Upgraded to Baa1(sf); previously on June 22, 2011 Assigned Ba2
(sf) Placed Under Review for Possible Upgrade;

US$41,000,000 Class B-2 Deferrable Floating Rate Notes Due 2017,
Upgraded to Baa1(sf); previously on June 22, 2011 Assigned Ba2
(sf) Placed Under Review for Possible Upgrade;

US$16,500,000 Class C Deferrable Floating Rate Notes Due 2017,
Upgraded to Ba2 (sf); previously on June 22, 2011 Assigned Caa2
(sf) Placed Under Review for Possible Upgrade;

US$16,500,000 Class D Deferrable Floating Rate Notes Due 2017
(current balance of $ 16,251,453), Upgraded to B1(sf); previously
on June 22, 2011 Assigned Caa3 (sf) Placed Under Review for
Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratios due to the deleveraging
of the senior notes since the rating action in September 2009 and
credit improvement of the underlying portfolio. Moody's notes that
the Class A Notes have been paid down by approximately 3.69% or
$19.2 million since the rating action in September 2009. As a
result of the delevering, the overcollateralization ratios have
increased since the rating action in September 2009. Based on the
latest trustee report dated August 31, 2011, the Class A, Class B,
Class C, and Class D overcollateralization ratios are reported at
127.06%, 113.39%, 109.78% and 106.45%, respectively, versus July
2009 levels of 123.24%, 110.42%, 107.02% and 104.22%,
respectively. The weighted average rating factor is currently 2495
compared to 2729 in the July 2009 report.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $567.1 million,
defaulted par of $4.5 million, a weighted average default
probability of 15.81% (implying a WARF of 2682), a weighted
average recovery rate upon default of 46.20%, and a diversity
score of 67. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Centurion CDO 8 Limited, issued in 2005, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 2013 and
2015 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.

A source of additional performance uncertainties is deleveraging:
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/or collateral sales by the manager,
which may have significant impact on the notes' ratings.


CLYDESDALE STRATEGIC: Moody's Raises Rating of Class C-1 to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Clydesdale Strategic CLO I Ltd.:

US$221,000,000 Class A-1 Floating Rate Notes (current outstanding
balance of $140,873,361.15), Upgraded to Aaa (sf); previously on
June 22, 2011 Aa2 (sf) Placed Under Review for Possible Upgrade;

US$19,000,000 Class A-2 Floating Rate Notes, Upgraded to Aa1 (sf);
previously on June 22, 2011 A3 (sf) Placed Under Review for
Possible Upgrade;

US$15,500,000 Class B Deferrable Floating Rate Notes, Upgraded to
A2 (sf); previously on June 22, 2011 Ba1 (sf) Placed Under Review
for Possible Upgrade;

US$3,000,000 Class C-1 Floating Rate Notes, Upgraded to Ba1 (sf);
previously on June 22, 2011 B1 (sf) Placed Under Review for
Possible Upgrade;

US$8,000,000 Class C-2 Fixed Rate Notes, Upgraded to Ba1 (sf);
previously on June 22, 2011 B1 (sf) Placed Under Review for
Possible Upgrade;

US$9,000,000 Class D Floating Rate Notes, Upgraded to B2 (sf);
previously on June 22, 2011 Caa3 (sf) Placed Under Review for
Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of credit improvement of
the underlying portfolio, an increase in the transaction's
overcollateralization ratios, and delevering of the senior notes
since the rating action in September 2009. Based on the August
2011 trustee report, the weighted average rating factor is
currently 2557 compared to 2692 in August 2009. The Class A-1
Notes have been paid down by approximately 36% or $80.1 million
since the rating action in September 2009, resulting in an
increase of the overcollateralization ratios. Based on the latest
trustee report dated August 12, 2011, the Class A, Class B, Class
C and Class D overcollateralization ratios are reported at
123.57%, 114.38%, 108.65% and 104.37%, respectively, versus August
2009 levels of 118.17%, 111.0%, 106.42% and 102.94%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $237.94 million,
defaulted par of $5.6 million, a weighted average default
probability of 17.28% (implying a WARF of 2688), a weighted
average recovery rate upon default of 47.01%, and a diversity
score of 60. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Clydesdale Strategic CLO I Ltd., issued in January 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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) 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) 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.


COAST INVESTMENT: Moody's Raises Class C-1 Notes Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four classes
of notes issued by Coast Investment Grade 2000-1,Ltd. The notes
affected by the rating action are:

US$30,000,000 Class B-1 Floating Rate Senior Secured Notes, due
2015 (current balance: US$ 16,826,879), Upgraded to Aaa (sf);
previously on June 24, 2011 Ba2 (sf), Placed on Review for
Possible Upgrade;

US$10,000,000 Class B-2 Fixed Rate Senior Secured Notes, due 2015
(current balance: US$ 5,608,959), Upgraded to Aaa (sf); previously
on June 24, 2011 Ba2 (sf), Placed on Review for Possible Upgrade;

US$17,500,000 Class C-1 Floating Rate Senior Secured Notes, due
2015, Upgraded to Caa3 (sf); Previously on August 20, 2009
Downgraded to Ca (sf);

US$6,500,000 Class C-2 Fixed Rate Senior Secured Notes, due 2015,
Upgraded to Caa3 (sf); Previously on August 20, 2009 Downgraded to
Ca (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the deleveraging of the notes.

Since the last rating action in August 2009 the Class A notes were
paid in full and the Class B notes began receiving principal
payments in the amount of $17.5mm. Additionally, since last review
58% of the portfolio has been upgraded and the deal currently is
holding $21mm in cash. As of the latest trustee report in August
2011, the Class B and Class C overcollateralization ratio have
improved to 183.25% and 88.54% versus August 2009 levels of
129.89% and 87.82% respectively. The C OC and IC tests are
failing, resulting in the diversion of interest proceeds to the
payment of principal on the Class B notes.

Coast Investment Grade 2000-1 Ltd. is a collateralized debt
obligation backed primarily by a portfolio CLO and CBO tranches
originated between 1999 and 2002.

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 the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (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.


COMM 2010-C1: Moody's Affirms Class E Notes Rating at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 14
classes of COMM 2010-C1 Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2010-C1:

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

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

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

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

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

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

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

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

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

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

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

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

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

Cl XW-B, Affirmed at Aaa (sf); previously on Nov 19, 2010
Definitive Rating Assigned Aaa (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 the existing ratings.

Moody's rating action reflects a cumulative base expected loss of
2.2% of the current balance. Moody's stressed scenario loss is
11.5% of the current balance. 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.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 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 19 which is the same as at securitization.

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 8.1 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 October 12, 2010.

DEAL PERFORMANCE

As of the September 12, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by
1% to $848.7 million from $856.6 million at securitization. The
Certificates are collateralized by 42 mortgage loans ranging in
size from less than 1% to 14% of the pool, with the top ten loans
representing 60% of the pool. There is one loan, which represents
6% of the pool, with an investment grade credit estimate.

Three loans, representing 5% 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.

There are no loans currently in special servicing.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 100% and 55% of the pool, respectively.
Moody's weighted average LTV is 85% compared to 86% at
securitization. Moody's net cash flow reflects a weighted average
haircut of 7% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.2%.

Moody's actual and stressed DSCRs are 1.55X and 1.22X,
respectively, compared to 1.53X and 1.19X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the Liberty Mutual Headquarters
Loan ($48.9 million -- 5.8% of the pool), which is secured by two
interconnected office buildings, totaling 426,900 square feet (SF)
of net rentable area (NRA), located within the Back Bay submarket
of Boston, Massachusetts. The buildings have been 100% owned and
occupied by the Liberty Mutual Insurance Company (100% of NRA;
lease expiration December 2024) for over 50 years. Moody's current
credit estimate and stressed DSCR are Aaa and 2.27X, the same as
at securitization.

The top three performing conduit loans represent 28% of the pool
balance. The largest loan is Fashion Outlets of Niagara Falls
($14.3 million -- 121.2% of the pool), which is secured by a
525,663 SF fashion outlet center located in Niagara, New York. The
property is situated approximately five miles east of the Niagara
Falls and the Canadian Border. The property reported strong in-
line sales of $508 per square foot (PSF) for the trailing 12-month
period ending in March 2011 compared to $487PSF at securitization.
The property was recently acquired by the The Macerich Company in
July 2011 for $200 million ($375PSF). Moody's LTV and stressed
DSCR are 93% and 0.99X, respectively, compared to 95% and 1.00X at
securitization.

The second largest loan is the Scottsdale Quarter Ground Lease
Loan ($69.1 million -- 8.1% of the pool), which is secured by the
fee simple interest in approximately 14.5 acres of ground leased
land located in Scottsdale, Arizona. The ground lease has a term
of 99 years and rental payments escalate annually based on a
negotiated schedule. The leased fee interest responsible for
ground rent payments is represented by a 529,664 SF mixed-use
development. The sponsor is Glimcher Realty Trust. Moody's LTV and
stressed DSCR are 96% and 0.89X, respectively, compared to 97% and
0.88X at securitization.

The third largest loan is the Left Bank Loan ($47.2 million --
5.6% of the pool), which is secured by a 282-unit multifamily
property located in Philadelphia, Pennsylvania. Improvements also
include approximately 110,036 SF of ground level office space and
10,853 SF of ground level retail. As of July 2011, the multifamily
units were 95% occupied and the commercial units were 100% leased.
Moody's LTV and stressed DSCR are 91% and 1.04X, respectively,
compared to 92% and 1.03X at last review.


CONTINENTAL AIR: Fitch Affirms 'B+' Ratings on Two Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed ratings of three classes of Continental
Airlines, Inc.'s enhanced equipment trust certificate (EETC)
transactions as detailed below.

Aircraft Indebtedness Repackaging (AIR) Trust 1998-1

  -- Class A affirmed at 'B+', Outlook to Stable from Positive;
     Aircraft Indebtedness Repackaging (AIR) Trust 1998-2

  -- Class A affirmed at 'B+', Outlook to Stable from Positive;
     Continental Airlines, FEATS Series 2000

  -- Class A affirmed at 'BB+', Outlook to Stable from Positive.

The affirmation of the AIR Trust ratings reflects Fitch's view
that the notes could not withstand a 'BB' category stress (defined
by aircraft value declines of 45% to 55%) in a bankruptcy scenario
where the obligations may be rejected by Continental (now a
wholly-owned subsidiary of United Continental Holdings, Inc.).

The collateral for both AIR Trust issues consists of a single
Boeing B757-200 aircraft. Fitch classifies older B757-200s as Tier
3 models, which are the least marketable and liquid in a distress
scenario.  While loan to value (LTV) ratios on the transactions
have fallen as a result of amortization, collateral coverage is
not sufficient to meet a 'BB' category stress level under Fitch's
EETC rating methodology.

The affirmation of the FEATS transaction rating reflects Fitch's
opinion that the Class A notes can withstand a 'BB' category
stress on aircraft market values, covering outstanding principal,
a full draw of the 18-month liquidity facility and re-marketing
costs in a post-rejection default scenario.  The 'BB' category
stress is defined under Fitch's EETC rating methodology as a value
decline in the range of 45% to 55% for older B767-200ERs (Tier 3
aircraft) and a stress of 10 to 20% for B737-800s (Tier 1
aircraft).  As the notes approach maturity in November 2012,
collateral coverage is expected to improve.


CPS AUTO: S&P Gives 'B+' Rating on Class D Asset-Backed Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CPS Auto Receivables Trust 2011-B's $109.936 million
asset-backed notes.

The note issuance is an asset-backed securitization of subprime
auto loan receivables.

The preliminary ratings are based on information as of Sept. 19,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

    The availability of approximately 36.1%, 30.7%, 22.6%, and
    19.6% of credit support for the class A, B, C, and D notes
    based on stressed cash flow scenarios (including excess
    spread). They provide coverage of approximately 2.1x, 1.7x,
    1.33x, and 1.11x our 14.25%-14.75% expected cumulative net
    loss range for the class A, B, C, and D notes.

    "The expectation that, under a moderate stress scenario of
    1.70x our expected net loss level, the ratings on the class A,
    B, and C notes will not decline by more than two rating
    categories during the first year, all else being equal. This
    is consistent with our credit stability criteria, which
    outlines the outer bound of credit deterioration equal to two-
    category downgrade within the first year for 'A', 'BBB', and
    'BB' rated securities (see 'Methodology: Credit Stability
    Criteria,' published May 3, 2010)," S&P stated.

    The credit enhancement underlying each of the preliminary
    rated notes, which is in the form of subordination,
    overcollateralization, a reserve account, and excess spread
    for the class A, B, C, and D notes.

    "The timely interest and principal payments made to the
    preliminary rated notes under our stressed cash flow modeling
    scenarios, which we believe are appropriate for the assigned
    preliminary ratings," S&P stated.

    The collateral characteristics of the subprime automobile
    loans securitized in this transaction.

    The transaction's payment and credit enhancement structures,
    which include performance triggers.

    The transaction's legal structure.

Preliminary Ratings Assigned

CPS Auto Receivables Trust 2011-B

Class             Rating        Amount (mil. $)
A                 A (sf)                 91.058
B                 BBB (sf)                8.884
C                 BB (sf)                 5.552
D                 B+ (sf)                 4.442


FLAGSHIP CLO: S&P Ups Rating on Class D Notes From 'CCC-' to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A funded, A revolving, B, C, and D notes from Flagship CLO III, a
collateralized loan obligation (CLO) transaction managed by
Deutsche Asset Management Inc. "At the same time, we removed our
ratings on the class A funded, A revolving, and B notes from
CreditWatch, where we placed them with positive implications on
June 17, 2011," S&P related.

"The upgrades reflect pro rata paydown to the class A funded and A
revolving notes, and improved performance we have observed in the
deal's underlying asset portfolio since we last lowered our
ratings on all of the rated notes on Nov. 25, 2009. Since the time
of our last rating action, the transaction has paid the class A
funded and A revolving notes down pro rata $74.58 million, leaving
them at approximately 72.49% of their original balance. As of the
Aug. 5, 2011 trustee report, the transaction had $4.94 million in
defaulted obligations and approximately $16.96 million in assets
from obligors with a rating, either by Standard & Poor's or
another rating agency, in the 'CCC' range. This was a decrease
from $16.92 million in defaulted obligations and approximately
$46.95 million in assets from obligors with a rating in the
'CCC' range noted in the Oct. 5, 2009, trustee report, which was
used for our November 2009 rating actions," S&P related.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported these ratios in the Aug. 5, 2011, monthly report:

    The class A O/C ratio test was 134.31%, compared with a
    reported ratio of 121.91% in October 2009;

    The class B O/C ratio test was 116.74%, compared with a
    reported ratio of 109.71% in October 2009;

    The class C O/C ratio test was 110.35%, compared with a
    reported ratio of 105.06% in October 2009; and

    The class D O/C ratio test was 105.64%, compared with a
    reported ratio of 101.55% in October 2009.

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

Flagship CLO III
                        Rating

Class              To           From
A funded notes     AAA (sf)     AA (sf)/Watch Pos
A revolving notes  AAA (sf)     AA (sf)/Watch Pos
B                  A+ (sf)      BBB+ (sf)/Watch Pos
C                  BBB- (sf)    BB+ (sf)
D                  B+ (sf)      CCC- (sf)


FOUNDERS GROVE: Moody's Upgrades Class D Notes Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Founders Grove CLO, Ltd.:

US$50,000,000 Class A-1 Revolving Floating Rate Notes, Due 2018
(current outstanding balance of $45,724,747), Upgraded to Aaa
(sf); previously on June 22, 2011 Aa2 (sf) Placed Under Review for
Possible Upgrade;

US$170,500,000 Class A-2 Floating Rate Notes, Due 2018(current
outstanding balance of $155,921,388), Upgraded to Aaa (sf);
previously on June 22, 2011 Aa2 (sf) Placed Under Review for
Possible Upgrade;

US$20,100,000 Class B Floating Rate Notes, Due 2018, Upgraded to
A2 (sf); previously on June 22, 2011 Baa1 (sf) Placed Under Review
for Possible Upgrade;

US$6,600,000 Class C Deferrable Floating Rate Notes, Due 2018,
Upgraded to Baa1 (sf); previously on June 22, 2011 Baa3 (sf)
Placed Under Review for Possible Upgrade;

US$27,300,000 Class D Deferrable Floating Rate Notes, Due 2018
(current outstanding balance of $25,122,733), Upgraded to Ba2
(sf); previously on June 22, 2011 B2 (sf) Placed Under Review for
Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratios due to the delevering
of the senior notes since the rating action in September 2009.
Moody's notes that the Class A-1 Notes and Class A-2 Notes have
been paid down by approximately 7.8% or $18.9 million since the
rating action in September 2009. As a result of the delevering,
the overcollateralization ratios have increased since the rating
action in September 2009. Based on the latest trustee report dated
August 20, 2010, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 131.2%, 119.3%,
115.8% and 104.4%, respectively, versus August 2009 levels of
124.2%, 113.8%, 110.8% and 100.1%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $264.5 million, a
weighted average default probability of 19.40% (implying a WARF of
2798), a weighted average recovery rate upon default of 50.83%,
and a diversity score of 68. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Founders Grove CLO, Ltd., issued in 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
June 2011.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

A source of additional performance uncertainties is 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/or collateral sales by the manager,
which may have significant impact on the notes' ratings.


FRANKLIN AUTO: Moody's Raises Rating of Cl. C to 'Aa3' From 'B2'
----------------------------------------------------------------
Moody's has upgraded five tranches from three transactions
sponsored by Franklin Capital Corporation (Franklin) between 2006
and 2008.

RATINGS

Issuer: Franklin Auto Trust 2006-1

Cl. C, Upgraded to Aaa (sf); previously on Jun 24, 2011 Baa3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Franklin Auto Trust 2007-1

Cl. B, Upgraded to Aaa (sf); previously on Jun 24, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aa3 (sf); previously on Jun 24, 2011 B2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Franklin Auto Trust 2008-A

Cl. C, Upgraded to Aaa (sf); previously on Jun 24, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to Baa1 (sf); previously on Jun 24, 2011 B1 (sf)
Placed Under Review for Possible Upgrade

RATINGS RATIONALE

The upgrade actions were prompted by the further accretion of
deal-specific credit enhancement and downward revisions of
collateral loss expectations. Credit enhancement for all
transactions is in the forms of a spread account and/or letter of
credit, subordination and excess spread. Despite weaker than
originally expected pool loss performance, credit support for the
deal tranches has increased due to sequential payment and
increases in the combined spread account / letters of credit
(SA/LOC). The deterioration in loss performance relative to
original expectations for these transactions reflects the impact
of the economic downturn during the term of these transactions,
heightened by a higher concentration of loans originated in weaker
economies of Nevada, Arizona, New Mexico and California. Due to
the decline in ratings of the LOC provider, the LOCs in the 2006-1
and 2008-A transactions were replaced with deposits into the
spread accounts. The LOC in the 2007-1 transaction is still in
place and is provided by HSBC Bank USA, N.A. (rated Aa3, Prime-1).
The SA/LOC floor for the affected transactions is 1.50% of the
original pool balance. Given the higher pool losses associated
with the 2006 and 2007 transactions, the SA/LOC balances are
currently below the floor levels. However, they still represent
approximately 20% and 11% of the current pool balance of the 2006-
1 and 2007-1 transactions respectively. The SA/LOC of the 2008-A
transaction is at its original target level of 10.25% of the
current pool balance.

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

Issuer: Franklin Auto Trust 2006-1

Lifetime CNL expectation - 6.75%, prior expectation (September
2010) was 7.25%

Lifetime Remaining CNL expectation -- 1.45%

Aaa level -- Approximately 11%

Pool factor -- 5.65%

Total hard credit enhancement (excluding excess spread): Class C -
- 20%

Excess Spread -- Approximately 2.00%

Issuer: Franklin Auto Trust 2007-1

Lifetime CNL expectation - 8.50%, prior expectation (September
2010) was 9.00%

Lifetime Remaining CNL expectation -- 4.36%

Aaa level -- Approximately 22%

Pool factor -- 11.30%

Total hard credit enhancement (excluding excess spread): Class B -
- 50.9%; Class C -- 11.1%

Letter of Credit Provider -- HSBC Bank USA, N.A. (rated Aa3,
Prime-1)

Excess Spread -- Approximately 3.00%

Issuer: Franklin Auto Trust 2008-A

Lifetime CNL expectation - 9.50%, prior expectation (September
2010) was 11.00%

Lifetime Remaining CNL expectation -- 5.53%

Aaa level -- Approximately 25%

Pool factor -- 22.0%

Total hard credit enhancement (excluding excess spread): Class C -
- 47.8%; Class D -- 10.25%

Excess Spread -- Approximately 2.00%

Ratings on the affected securities may be downgraded if the
lifetime CNLs are increased by 5%.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current macroeconomic environment, in which unemployment
continues to rise, and weakness in the used vehicle market.
Moody's currently views the used vehicle market as stronger now
than it was a year ago, when the uncertainty relating to the
economy as well as the future of the U.S auto manufacturers was
significantly greater. Overall, Moody's central global scenario
remains "Hook-shaped" for 2011; Moody's expects overall a sluggish
recovery in most of the world largest economies, returning to
trend growth rate with elevated fiscal deficits and persistent
unemployment levels.

The principal methodology used in these notes was " Moody's
Approach to Rating U.S. Auto Loan Backed Securities (2011)" rating
methodology published in May 2011. Other methodologies and factors
that may have been considered in the process of rating these notes
can also be found on Moody's website.


FRANKLIN CLO: S&P Removes 'CCC-' Class E Notes Rating From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D notes from Franklin CLO IV Ltd., a U.S. collateralized
loan obligation (CLO) transaction managed by Franklin Advisers
Inc. "At the same time, we affirmed our ratings on the class
A, B, and E notes, and removed the rating on the class E notes
from CreditWatch with positive implications," S&P related.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since we last took rating action
on the transaction in October 2010," S&P said.

"According to the Aug. 11, 2011, trustee report, the transaction
had paid down $76.86 million to the class A notes since the Sept.
9, 2010, trustee report, which we used in our October 2010
analysis. The paydown benefited the overcollateralization (O/C)
ratios for all classes: The class B O/C ratio is 235.77%, up from
132.93% in September 2010%; the class C O/C ratio is 150.39%,
up from 116.68% in September 2010; the class D O/C ratio is
115.82% in September 2010, up from 106.00%; and the class E O/C
ratio is 106.06%, up from 102.25% in September 2010," S&P related.

"The affirmation of the ratings on the class A, B, and E notes
reflects our belief that the credit support available is
commensurate with the current rating levels," S&P said.

"Standard & Poor's will continue to review whether, in our view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them and take rating
actions as we deem necessary," S&P added.

Rating and CreditWatch Actions

Franklin CLO IV Ltd.
                 Rating
Class       To          From
C           A+ (sf)     BBB+ (sf)/Watch Pos
D           B+ (sf)     CCC+ (sf)/Watch Pos
E           CCC- (sf)   CCC- (sf)/Watch Pos

Ratings Affirmed

Franklin CLO IV Ltd.

Class       Rating
A           AAA (sf)
B           AAA (sf)


GALENA CDO: S&P Withdraws 'CCC-'Rating on Class C-1U7 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on three
classes of notes from three synthetic collateralized debt
obligation (CDO) transactions.

"We withdrew our 'CCC- (sf)' rating on the class C-1U7 notes from
Galena CDO I (Cayman Islands No.1) Ltd., a synthetic corporate
investment-grade CDO transaction, after we received the unwind
agreement indicating the cancellation of the notes," S&P said.

"In addition, we withdrew our 'BB (sf)' rating on the combo notes
from Signum Finance II PLC Series 2005-7, a synthetic emerging
market CDO transaction, after we received the termination deed
indicating the termination of the notes," S&P said.

"Lastly, we withdrew our 'CCC- (sf)' rating on the credit-linked
notes from STARTS (Cayman) Ltd.'s series 2007-2, a synthetic
corporate investment-grade CDO transaction, after we received the
repurchase notice indicating the cancellation of the notes," S&P
related.

Ratings Withdrawn

Galena CDO I (Cayman Islands No.1) Ltd.
           Rating
Class     To      From
C-1U7     NR      CCC- (sf)

Signum Finance II PLC
Series 2005-7
                    Rating
Class             To      From
Combo notes       NR      BB (sf)

STARTS (Cayman) Ltd.
Series 2007-2
                    Rating
Class             To      From
Notes             NR      CCC- (sf)

NR -- Not rated.


GECMC 2007-C1: Moody's Lowers Rating of Cl. A-J Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the ratings of six
classes, confirmed four classes and affirmed 15 classes of GE
Capital Commercial Mortgage Corporation Commercial Mortgage Pass-
Through Certificates, Series 2007-C1:

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

Cl. A-4, Downgraded to Aa3 (sf); previously on Sep 8, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-1A, Downgraded to Aa3 (sf); previously on Sep 8, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-M, Downgraded to Baa1 (sf); previously on Jul 21, 2011 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-MFL, Downgraded to Baa1 (sf); previously on Jul 21, 2011 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Caa1 (sf); previously on Jul 21, 2011 B3
(sf) Placed Under Review for Possible Downgrade

Cl. A-JFL, Downgraded to Caa1 (sf); previously on Jul 21, 2011 B3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Confirmed at Caa2 (sf); previously on Jul 21, 2011 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. C, Confirmed at Caa3 (sf); previously on Jul 21, 2011 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. D, Confirmed at Ca (sf); previously on Jul 21, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. E, Confirmed at Ca (sf); previously on Jul 21, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

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

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

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

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

Cl. K, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. O, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

Cl. P, Affirmed at C (sf); previously on Dec 3, 2009 Downgraded to
C (sf)

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

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

RATINGS RATIONALE

The downgrades are due to higher than expected losses from
troubled loans and loans in special servicing along with increases
in realized losses and interest shortfalls. Three of the top six
loans in the pool are currently in special servicing.

The confirmations and 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
14.3% of the current balance. At last review, Moody's cumulative
base expected loss was 12.2%. Moody's stressed scenario loss is
26.9% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and performance
in the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline,
and job creation rebounds. The hotel and multifamily sectors are
continuing to show signs of recovery through the first half of
2011, while recovery in the non-core office and retail sectors are
tied to pace of recovery of the broader economy. Core office
markets are showing signs of recovery through lending and leasing
activity. 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 as the most likely scenario through 2012, amidst
ongoing individual, corporate and governmental deleveraging,
persistent unemployment, and government budget considerations,
however the downside risks to the outlook have risen since last
quarter. 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, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.50 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 35 compared to 37 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 December 2, 2010.

DEAL PERFORMANCE

As of the August 10, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to
$3.56 billion from $3.95 billion at securitization. The
Certificates are collateralized by 179 mortgage loans ranging
in size from less than 1% to 7% of the pool, with the top ten
non-defeased loans representing 48% of the pool. The pool contains
no defeasance or loans with investment grade credit estimates.

Thirty-three loans, representing 14% 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.

Seventeen loans have been liquidated from the pool, resulting
in a realized loss of $76.8 million (25% loss severity).
Realized losses at the prior review were $33.9 million. Currently
twenty-six loans, representing 25% of the pool, are in special
servicing. The largest specially serviced loan is the 666 Fifth
Avenue Loan ($249 million -- 7.0% of the pool), which is secured
by a 1.5 million square foot Class A office building located in
New York, New York. This loan represents a 21% pari-passu interest
in a $1.215 billion first mortgage loan. The loan was transferred
to special servicing in March 2010 when the borrower requested a
modification. The borrower and special servicer are currently
finalizing a modification to the loan agreement but terms of the
modification are undisclosed at this time. A recent appraisal
valued the collateral at $820 million. The loan is currently 30+
days past due.

The second largest specially serviced loan is the Manhattan
Apartment Portfolio Loan ($192.1 million -- 5.4% of the pool),
which is secured by a portfolio of 36 cross-collateralized and
cross-defaulted multi-family properties located in Manhattan. The
loan was transferred to special servicing on February 27, 2009 due
to imminent default and is currently 90+ days delinquent. The
borrower originally requested that the special servicer consent to
converting the apartment units to condos and subsequently sell off
the individual units. The special servicer rejected the plan and
is currently marketing the note for sale. In July 2011, the master
servicer recently increased the appraisal reduction amount on this
loan to $111 million from $48 million.

The third largest specially serviced loan is the Four Seasons
Resort Maui Loan ($175 million -- 4.9% of the pool), which is
secured by 380-room luxury resort located in Wailea, Hawaii. This
loan represents a 41% pari-passu interest in a $425 million first
mortgage loan. The loan was transferred to special servicing in
April 2010 when the borrower requested a loan modification. In
June 2011, the borrower and special servicer successfully executed
a modification to the loan agreement. Major terms of the
modification include a bifurcation of the A-Note to a new $350 A-
Note and $75 million B-Note, $10 million equity infusion from the
borrower, and a 5 year loan extension. The newly formed B-Note is
currently deferring interest causing the trust to assume $344,343
in interest shortfalls per month. The loan is current and expected
to return back to the master servicer shortly.

The remaining twenty-three specially serviced properties are
secured by a mix of property types. Moody's estimates an aggregate
$334 million loss for the specially serviced loans (37% expected
loss on average).

Moody's has assumed a high default probability for twenty-one
poorly performing loans representing 10% of the pool and has
estimated an aggregate $72.9 million loss (20.5% expected loss
based on a 50% probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 85%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 115% compared to 114% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 10% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.42X and 0.88X, respectively, compared to
1.38X and 0.90X 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 18% of the pool balance.
The largest loan is the Wolfchase Galleria Loan ($225 million -
6.3% of the pool), which is secured by the borrower's interest in
a 1.3 million square foot enclosed regional mall located in
Memphis, Tennessee. The loan sponsor is Simon Property Group, Inc.
The mall is anchored by Macy's, Dillard's, Sears and J.C. Penney,
none of which are part of the loan collateral. The property was
90% leased as of December 2010, essentially the same as at last
review. Moody's LTV and stressed DSCR are 139% and 0.64X,
respectively, compared to 137% and 0.67X at last review.

The second largest loan is the Skyline Portfolio Loan
($203.4 million -- 5.7% of the pool), which is secured by a
portfolio of eight cross-collateralized and cross-defaulted office
buildings located in Falls Church, Virginia. This loan represents
a 30% pari-passu interest in a $678 million first mortgage loan.
The loan sponsor is Vornado Realty Trust. The properties were 92%
leased as of December 2010 compared to 95% at last review. Despite
the decline in occupancy, net operating income increased due to
rent bumps from existing tenants and cost savings from property
taxes. Moody's LTV and stressed DSCR are 119% and 0.80X,
respectively, compared to 121% and 0.78X at last review.

The third largest loan is the JP Morgan Portfolio Loan
($198.5 million -- 5.6% of the pool), which is secured by a
732,922 square foot office building and a 1,900 space parking
garage located in Phoenix, Arizona and a 429,000 square foot
office building located in Houston, Texas. The loan sponsor is
Vornado Realty Trust who has a payment guaranty on the loan
through March 2015. Based on the most recent rent roll, the loan
will cover at a DSCR of 1.0X when the payment guaranty with
Vornado expires. The loan is current and the property is 100%
leased to JP Morgan through March 31, 2021. The loan is interest-
only throughout the term. Moody's LTV and stressed DSCR are 125%
and 0.76X, respectively, compared to 111% and 0.85X at last
review.


GIA INVESTMENT: S&P Raises Rating on Class B Notes to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, and B notes from GIA Investment Grade CDO 2001 Ltd., a
U.S. collateralized bond obligation (CBO) transaction managed by
GIA Partners LLC. "At the same time, we removed our ratings on the
class A-2 and B notes from CreditWatch positive," S&P related.

"The upgrades reflect the improved performance we have observed
in the deal's underlying asset portfolio and a roughly $120.81
million paydown on the class A-1 notes since we downgraded the
A-2 and B notes on July 29, 2010. As of the Aug. 19, 2011
trustee report, the transaction's asset portfolio had no defaulted
assets. Additionally, the class A-1 notes were paid down to
$91.42 million from $212.24 million over the same time period,"
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 Aug. 19, 2011,
monthly report:

    "The class A-1 O/C ratio was 140.77%, compared with a reported
    ratio of 117.28% in the June 23, 2010, trustee report, which
    we used in our July 2010 rating actions," S&P said.

    The class A-2 O/C ratio was 118.70%, compared with a reported
    ratio of 108.58% in June 2010.

    The class B O/C ratio was 105.13%, compared with a reported
    ratio of 102.33% in June 2010.

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

GIA Investment Grade CDO 2001 Ltd.
                 Rating
Class        To          From
A-1          AAA (sf)    AA+ (sf)
A-2          BBB+ (sf)   B+ (sf)/Watch Pos
B            CCC+ (sf)   CCC- (sf)/Watch Pos

Transaction Information

Issuer:               GIA Investment Grade CDO 2001 Ltd.
Co-issuer:            GIA Investment Grade CDO 2001 Corp.
Collateral manager:   GIA Partners LLC
Trustee:              The Bank of New York Mellon
Transaction type:     Cash flow CLO


GRAMERCY REAL: S&P Affirms Ratings on 11 Classes at 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from Gramercy Real Estate CDO 2007-1 Ltd. (Gramercy 2007-
1), a U.S. commercial real estate collateralized debt obligation
(CRE CDO) transaction. "At the same time, we affirmed our 'CCC-'
ratings on 11 other classes from the same transaction," S&P
stated.

The downgrades and affirmations primarily reflect the
transaction's exposure to underlying commercial mortgage-backed
securities (CMBS) collateral that has experienced negative rating
actions. The downgraded collateral comprises nine securities from
nine transactions totaling $180.2 million (17.0% of the total
asset balance). Gramercy 2007-1 has exposure to the following
securities that Standard & Poor's has downgraded:

    Wachovia Bank Commercial Mortgage Trust 2007-C32 (class A-J;
    $40.0 million, 3.8%);

    Morgan Stanley Capital I Trust 2007-IQ14 (class A-J;
    $35.0 million, 3.3%);

    JP Morgan Chase Commercial Mortgage Securities Trust 2007-
    LDP11 (class A-J; $32.0 million, 3.0%); and

    Citigroup Commercial Mortgage Trust 2007-C6 (class A-J;
    $30.0 million, 2.8%).

"We also considered the deterioration in the transaction's
overcollateralization ratio in our analysis. According to the Aug.
31, 2011, trustee report, the transaction's current performing
collateral plus cash totaled $1.0048 billion while the
transaction's liabilities totaled $1.0571 billion, which includes
capitalized interest," S&P related.

The transaction's current asset pool included:

    43 CMBS tranches ($763.0 million, 72.0%);

    Four whole loans and senior interest loans ($150.0 million,
    14.1%); and

    Five subordinate-interest loans ($147.4 million, 13.9%);

"The trustee report noted one defaulted loan ($50.7 million, 4.8%)
and one defaulted CMBS security ($5.0 million, 0.5%) in the
transaction. We estimated the recovery rate for the sole defaulted
loan, the Stuyvesant Town Mezzanine loan, to be 0%," S&P stated.

According to the trustee report, the deal is failing all three par
value tests. As a result of the Class A/B par value test failure,
future interest proceeds to be paid after class B-FX and B-FL
would be diverted to pay down the class A-1 outstanding principal
balance.

"Standard & Poor's analyzed the transaction and its underlying
assets in accordance with our current criteria. Our analysis is
consistent with the lowered and affirmed ratings," S&P stated.

Ratings Lowered

Gramercy Real Estate CDO 2007-1 Ltd.
                  Rating
Class     To                   From
A-1       BB- (sf)             BBB (sf)
A-2       B (sf)               BB+ (sf)
A-3       CCC- (sf)            B (sf)
B-FX      CCC- (sf)            CCC (sf)
B-FL      CCC- (sf)            CCC (sf)

Ratings Affirmed

Gramercy Real Estate CDO 2007-1 Ltd.

Class     Rating
C-FX      CCC- (sf)
C-FL      CCC- (sf)
D         CCC- (sf)
E         CCC- (sf)
F         CCC- (sf)
G-FX      CCC- (sf)
G-FL      CCC- (sf)
H-FX      CCC- (sf)
H-FL      CCC- (sf)
J         CCC- (sf)
K         CCC- (sf)


GSMSC 2011-GC5: Moody's Assigns (P)Ba3 Rating to Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional to ratings
twelve class of CMBS securities, issued by GSMCS 2011- GC5,
Commercial Mortgage Pass-Through Certificates, Series 2011-GC5.

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

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

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

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

Cl. A-S Certificate, Assigned (P)Aaa (sf)

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

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

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

Cl. E Certificate, Assigned (P)Ba3 (sf)

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

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

Cl. X-B Certificate, Assigned (P)Aaa (sf)

RATINGS RATIONALE

The Certificates are collateralized by 74 fixed rate loans secured
by 129 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 1.63X 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 92.4% 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
Herfindahl Index is 23. The score is within 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 26. The transaction's property
diversity profile is in-line with 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 2.11, which is in the
band of average grades found in previously rated conduit and
fusion securitizations.

The transaction benefits from three loans, representing
approximately 4.6% of the pool balance in aggregate, assigned an
investment grade credit estimate. Loans assigned investment grade
credit estimates are not expected to contribute any loss to a
transaction in low stress scenarios, but are expected to
contribute minimal amounts of loss in high stress scenarios.

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

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 Super Senior Aaa classes and the rated Aaa A-S class would
be Aaa, Aa1; Aaa,Aa2; and Aa1, 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.


GULF STREAM: S&P Affirms Rating on Class D Notes at 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A and C notes from Gulf Stream-Compass CLO 2004-1 Ltd., a
collateralized loan obligation (CLO) transaction managed by Gulf
Stream Asset Management LLC. "At the same time, we affirmed our
rating on the class D notes," S&P related.

"The upgrades reflect the improved performance we have observed in
the deal's underlying asset portfolio, as well as a roughly
$109.38 million paydown on the class A notes, since we downgraded
the class A and C notes on Oct. 29, 2010. As of the Aug. 3, 2011,
trustee report, the transaction's portfolio had $2.15 million in
defaulted assets, compared with the $8.05 million noted in the
Sept. 2, 2010, trustee report, which we referenced for our October
2010 rating actions. Additionally, the class A note balance was
paid down to $79.19 million from $188.56 million over the same
time period," S&P stated.

The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the rated notes.
The trustee reported these O/C ratio in the Aug. 3, 2011, monthly
report:

    The Senior O/C ratio was 176.3%, compared with a reported
    ratio of 129.2% in September 2010.

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 Actions

Gulf Stream-Compass CLO 2004-1 Ltd.
                 Rating
Class        To          From
A            AAA (sf)    AA+ (sf)/Watch Pos
C            A+ (sf)     BBB+ (sf)/Watch Pos

Rating Affirmed

Gulf Stream-Compass CLO 2004-1 Ltd.
Class        Rating
D            CCC- (sf)

Transaction Information

Issuer:               Gulf Stream-Compass CLO 2004-1 Ltd.
Co-Issuer:            Gulf Stream-Compass CLO 2004-1 Corp.
Collateral manager:   Gulf Stream Asset Management LLC
Trustee:              U.S. Bank N.A.
Transaction type:     Cash flow CLO


HARBORVIEW MORTGAGE: S&P Lowers Ratings on 4 Classes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from three U.S. residential mortgage-backed securities
(RMBS) transactions backed by Alternative-A (Alt-A) mortgage loans
issued from 2004 through 2006 and removed all of them from
CreditWatch positive. "At the same time, we lowered our ratings on
seven classes from two of the upgraded transactions and one
additional transaction. In addition, we affirmed our ratings on 16
classes from all four transactions. At the same time, we removed
our ratings on three of the affirmed classes from CreditWatch
positive," S&P related

"On May 11,2011, we placed our ratings on eight classes from three
transactions on CreditWatch positive (for more information, see
'S&P Corrects 193 Ratings On 51 U.S. RMBS Alt-A Transactions;
Takes Various Other Rating Actions,' published May 11, 2011.) We
placed our ratings on these classes on CreditWatch with positive
implications to reflect updated lifetime loss projections
following the revised classification of negative amortization (or
pay option) adjustable-rate mortgage (ARM) transactions as
outlined in 'Methodology And Assumptions: Revised Lifetime Loss
Projections For Prime, Subprime, And Alt-A U.S. RMBS Issued In
2005-2007,' published March 25, 2011. We listed revised
lifetime loss projections for such transactions issued between
2005 and 2007 in "Transaction-Specific Lifetime Loss Projections
For Prime, Subprime, And Alternative-A U.S. RMBS Issued In 2005-
2007," published June 27, 2011," S&P stated.

"The upgrades reflect our belief that the amount of projected
credit support available to the affected classes will be
sufficient to cover our revised lifetime projected losses at the
recommended rating level stresses. The downgrades reflect our
belief that projected credit support available to the affected
classes will be insufficient to cover the projected losses we
applied at the previous rating stresses. The affirmations reflect
our belief that the amount of projected credit support available
for these classes is sufficient to cover projected losses
associated with the current rating levels," S&P related.

"To assess the creditworthiness of each class, we reviewed the
individual delinquencies and losses for each transaction to
project the classes' ability to withstand additional credit
deterioration. In order to maintain a 'B' rating on a class, we
assessed whether, in our view, a class could absorb the remaining
base-case loss assumptions we used in our analysis. In order to
maintain a rating higher than 'B', we assessed whether the class
could withstand losses exceeding our remaining base-case loss
assumptions at a percentage specific to each rating category (up
to 150% for a 'AAA' rating). For example, in general, we would
assess whether one class could withstand approximately 110% of our
remaining base-case loss assumptions to maintain a 'BB' rating.
However, to maintain a 'BBB' rating, we would assess whether a
different class could withstand approximately 120% of our
remaining base-case loss assumptions. Each class with an affirmed
'AAA' rating can, in our view, withstand approximately 150% of our
remaining base-case loss assumptions under our analysis," S&P
said.

Subordination, overcollateralization, and excess spread provide
credit support for the affected transactions. The underlying
collateral for these deals consists of fixed- and adjustable-rate
U.S. Alt-A mortgage loans secured by first-liens on one- to four-
family residential properties.

Rating Actions

Harborview Mortgage Loan Trust 2005-15
Series      2005-15
                               Rating
Class      CUSIP       To                   From
2-A1A1     41161PXH1   BBB- (sf)            CCC (sf)/Watch Pos
2-A1A2     41161PXJ7   BBB- (sf)            CCC (sf)/Watch Pos
PO-1       41161PXW8   D (sf)               CC (sf)
PO-2       41161PXX6   D (sf)               CC (sf)
PO-3A      41161PXY4   D (sf)               CC (sf)
PO-3B      41161PXZ1   D (sf)               CC (sf)

Harborview Mortgage Loan Trust 2006-5
Series      2006-5
                               Rating
Class      CUSIP       To                   From
PO-1       41161MAJ9   D (sf)               CC (sf)
PO-2       41161MAK6   D (sf)               CC (sf)

IndyMac INDX Mortgage Loan Trust 2004-AR10
Series      2004-AR10
                               Rating
Class      CUSIP       To                   From
1-A-1      45660N2W4   BBB (sf)             BBB (sf)/Watch Pos
2-A-1      45660N2X2   BBB (sf)             BBB (sf)/Watch Pos
2-A-2A     45660N2Y0   A  (sf)              BBB (sf)/Watch Pos
2-A-2B     45660N2Z7   BBB (sf)             BBB (sf)/Watch Pos
B-1        45660N3D5   CC (sf)              CCC (sf)

Structured Asset Mortgage Investments II Trust 2005-AR3
Series      2005-AR3
                               Rating
Class      CUSIP       To                   From
I-A-1      86359LJZ3   AAA (sf)             BB (sf)/Watch Pos
II-A-1     86359LKD0   AAA (sf)             CCC (sf)/Watch Pos

RATINGS AFFIRMED

Harborview Mortgage Loan Trust 2005-15
Series      2005-15
Class      CUSIP       Rating
1-A1A      41161PXF5   CCC (sf)
1-A1B      41161PXG3   CC (sf)
2-A1B      41161PXK4   CC (sf)
3-A1A1     41161PXM0   CCC (sf)
3-A1A2     41161PXN8   CCC (sf)
3-A1B      41161PXP3   CCC (sf)

Harborview Mortgage Loan Trust 2006-5
Series      2006-5
Class      CUSIP       Rating
1-A1A      41161MAA8   CC (sf)
1-A1B      41161MAB6   CC (sf)
2-A1A      41161MAC4   CCC (sf)
2-A1B      41161MAD2   CC (sf)

Structured Asset Mortgage Investments II Trust 2005-AR3
Series      2005-AR3
Class      CUSIP       Rating
I-A-2      86359LKA6   CCC (sf)
I-A-3      86359LKB4   CC (sf)
M-1        86359LKJ7   CC (sf)


HIGHLAND PARK: S&P Affirms Ratings on 5 Classes at 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from Highland Park CDO I Ltd. (Highland Park), a U.S.
commercial real estate collateralized debt obligation (CRE CDO)
transaction. "At the same time, we affirmed our 'CCC- (sf)'
ratings on five other classes from the same transaction," S&P
said.

"The rating actions follow our analysis of the transaction,
including the reported volume of impaired assets ($164.1 million,
31.5%) in the transaction's collateral pool, which we determined
has caused further deterioration in the collateralization of the
transaction. As of the Aug. 18, 2011, trustee report, the
transaction's liabilities totaled $571.9 million, while the assets
totaled $520.9 million. The rating actions also reflect our
analysis of the transaction after we lowered our ratings on
commercial mortgage-backed securities (CMBS) and CRE CDO
securities from eight transactions that serve as collateral for
Highland Park, totaling $51.0 million (9.8% of the total asset
balance)," S&P related.

The transaction's current asset pool included:

    30 CMBS tranches ($160.0 million, 30.7%);
    Eight subordinate interest loans ($119.0 million, 22.8%);
    14 real estate bank loans ($111.8 million, 21.5%);
    Five whole loans ($49.0 million, 9.4%);
    Five CDO tranches ($30.0 million, 5.8%);
    One synthetic security ($19.0 million, 3.6%);
    One real estate investment trust security ($15.0 million,
    2.9%); and
    Cash ($17.1 million, 3.3%).

Standard & Poor's reviewed and updated credit estimates for all of
the nonimpaired loan assets. "Additionally, we utilized market and
valuation data from third-party providers in our analysis," S&P
said.

According to the Aug. 18, 2011, trustee report, the transaction
includes 25 defaulted assets: eight loan assets ($59.2 million,
11.4%) and 17 CMBS and CRE CDO tranches ($104.9 million, 20.1%).
"We estimated asset-specific recovery rates for the loan assets
referenced below ranging from 0% to 59%," S&P related. S&P based
the recovery rates on information from the trustee and third-party
data providers. The defaulted loan assets are:

    The BV Retail LLC (Ballantyne Village) subordinate interest
    loan ($18.5 million, 3.6%);

    Ginn-LA Conduit Lender real estate bank loans ($13.0 million,
    2.5%);

    The Tutwiler Hotel LLC whole loan ($11.5 million, 2.2%);

    The South Edge LLC real estate bank loan ($9.5 million, 1.8%);

    The HE Capital Asante LLC whole loan ($5.0 million, 1.0%); and

    The November 2005 Land Investors LLC real estate bank loan
    ($1.7 million, 0.3%).

S&P's analysis of Highland Park also reflected the transaction's
exposure to these CMBS certificates that it has downgraded:

    LB-UBS Commercial Mortgage Trust 2006-C6 (class K;
    $9.0 million, 1.7%);

    CD 2005-CD1 Commercial Mortgage Trust (class J; $8.3 million,
    1.6%);

    Credit Suisse Commercial Mortgage Trust Series 2007-C4 (class
    E; $8.2 million, 1.6%); and

    Citigroup Commercial Mortgage Trust 2008-C7 (class G;
    $7.7 million, 1.5%).

According to the Aug. 18, 2011, trustee report, the transaction is
failing all of its overcollateralization tests and passing all of
its interest coverage tests.

Standard & Poor's analyzed the transaction and its underlying
collateral assets according to its current criteria. "Our analysis
is consistent with the lowered and affirmed ratings," S&P said.

Ratings Lowered

Highland Park CDO I Ltd.
Collateralized debt obligations
                  Rating
Class     To                   From
A-1       B+ (sf)              BB+ (sf)
A-2       CCC- (sf)            CCC+ (sf)

Ratings Affirmed

Highland Park CDO I Ltd.
Collateralized debt obligations

Class     Rating
B         CCC- (sf)
C         CCC- (sf)
D         CCC- (sf)
E         CCC- (sf)
F         CCC- (sf)


HUNTINGTON AUTO: Moody's Assigns Definitive Ratings to 7 Classes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings of
Prime-1 (sf) and Aaa (sf) to the four classes of Class A notes,
Aa2 (sf) to the Class B notes, A2 (sf) to the Class C notes, and
Baa3 (sf) to the Class D notes to be issued by Huntington Auto
Trust 2011-1 (HUNT 2011-1).

$220,000,000, 0.36414%, Class A-1 Asset Backed Notes, rated Prime-
1 (sf)

$240,600,000, 0.76%, Class A-2 Asset Backed Notes, rated Aaa (sf)

$357,200,000, 1.01%, Class A-3 Asset Backed Notes, rated Aaa (sf)

$118,700,000, 1.31%, Class A-4 Asset Backed Notes, rated Aaa (sf)

$16,000,000, 1.84%, Class B Asset Backed Notes, rated Aa2 (sf)

$25,500,000, 2.53%, Class C Asset Backed Notes, rated A2 (sf)

$22,000,000, 3.52%, Class D Asset Backed Notes, rated Baa3 (sf)

RATINGS RATIONALE

The principal methodology used in this rating was Moody's Approach
to Rating U.S. Auto Loan-Backed Securities published in May 2011.

Moody's median cumulative net loss expectation is 1.00% and the
Aaa Level is 7.00% for the HUNT 2011-1 pool. Moody's net loss
expectation and Aaa Level for the HUNT 2011-1 transaction is based
on an analysis of the credit quality of the underlying collateral,
historical performance trends, the ability of Huntington National
Bank to perform the servicing functions, and current expectations
for future economic conditions.

The V Score for this transaction is Low/Medium, which is in-line
with the Low/Medium V score assigned for the U.S. Prime Retail
Auto Loan ABS sector. The V Score indicates "Low/Medium"
uncertainty about critical assumptions.

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 the net loss used in
determining the initial rating were changed from 1.00% to 2.75%,
4.75% and 6.50%, the initial model-indicated output might change
from Aaa to Aa1, A1, and Baa1, respectively. If the net loss used
in determining the Class B initial rating were changed to 1.25%,
2.25%, or 3.00%, the initial model-indicated output for the Class
B notes might change from Aa2 to Aa3, A3, and Baa3, respectively.
If the net loss used in determining the Class C initial rating
were changed to 1.25%, 2.00%, or 2.75%, the initial model-
indicated output for the Class C notes might change from A2 to A3,
Baa3, and Ba3, respectively. If the net loss used in determining
the Class D initial rating were changed to 1.25%, 1.75%, or 2.25%,
the initial model-indicated output for the Class D notes might
change from Baa3 to Ba1, B1, and Caa1, 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.


INFINITI SPC: S&P Puts 'CCC-' Rating on Class 10B-1 on Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
tranches from eight corporate-backed synthetic collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on one tranche from one synthetic
CDO transaction backed by residential mortgage-backed securities
(RMBS) and one tranche from one corporate-backed synthetic CDO
transaction on CreditWatch negative. The rating actions followed
our monthly review of U.S. synthetic CDO transactions," S&P
related.

The CreditWatch positive placements reflect seasoning of the
transactions, rating stability of the obligors 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
reflect negative rating migration in the respective portfolios and
SROC ratios that had fallen below 100% as of the August month-end
run.

Rating Actions

Credit Default Swap
$500 mil Credit Default Swap - CRA700386
                                 Rating
Class                 To                       From
Swap                  AA-srp (sf)/Watch Pos    AA-srp (sf)

Credit Default Swap
$500 mil Credit Default Swap - CRA700396
                                 Rating
Class                 To                       From
Swap                  AA-srp (sf)/Watch Pos    AA-srp (sf)

Credit-Linked Trust Certificates
Series 2005-I
                                 Rating
Class                 To                       From
2005-I-I              BBB+ (sf)/Watch Pos      BBB+ (sf)

Infiniti SPC Ltd.
$31 mil Infiniti SPC Limited Acting on Behalf of and for the
Account of the Potomac Synthetic CDO 2007-1 Segregated Portfolio
Series 10B-1
                                 Rating
Class                 To                       From
10B-1                 CCC- (sf)/Watch Pos      CCC- (sf)

Marvel Finance 2007-3 LLC
                                 Rating
Class                 To                       From
IA                    BBB- (sf)/Watch Neg      BBB- (sf)

Morgan Stanley ACES SPC
Series 2007-22
                                 Rating
Class                 To                       From
IA                    AA (sf)/Watch Pos        AA (sf)

Morgan Stanley ACES SPC
Series 2008-3
                                 Rating
Class                 To                       From
Notes                 BB (sf)/Watch Pos        BB (sf)

Rutland Rated Investments
Series 13
                                 Rating
Class                 To                       From
Series 13             B- (sf)/Watch Neg        B- (sf)

STRATA 2006-35 Ltd.
                                 Rating
Class                 To                       From
Notes                 B- (sf)/Watch Pos        B- (sf)

Strata Trust Series 2007-7
                                 Rating
Class                 To                       From
Notes                 CCC- (sf)/Watch Pos      CCC- (sf)


ING INVESTMENT: Moody's Raises Rating of Cl. C to Aa2 From Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by ING Investment Management CLO I, Ltd.:

US$271,000,000 Class A-1 Floating Rate Notes Due December 1, 2017
(current outstanding balance of $197,773,813), Upgraded to Aaa
(sf); previously on June 22, 2011 Aa1 (sf) Placed Under Review for
Possible Upgrade;

US$35,000,000 Class A-2 Variable Funding Floating Rate Notes Due
December 1, 2017 (current outstanding balance of $25,542,743),
Upgraded to Aaa (sf); previously on June 22, 2011 Aa1 (sf) Placed
Under Review for Possible Upgrade;

US$20,000,000 Class B Floating Rate Notes Due December 1, 2017,
Upgraded to Aaa (sf); previously on June 22, 2011 A2 (sf) Placed
Under Review for Possible Upgrade;

US$22,000,000 Class C Floating Rate Deferrable Notes Due
December 1, 2017, Upgraded to Aa2 (sf); previously on June 22,
2011 Ba1 (sf) Placed Under Review for Possible Upgrade;

US$26,000,000 Class D Floating Rate Deferrable Notes Due
December 1, 2017, Upgraded to Baa1 (sf); previously on June 22,
2011 B1 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratio, delevering of the
senior notes, and credit improvement of the underlying portfolio
since the rating action in August 2009. Moody's notes that the
Class A Notes have been paid down by approximately 27% or
$82.7 million since August 2009. As a result of the delevering,
the senior overcollateralization ratio has increased. Based on
the latest trustee report dated August 3, 2011, the senior
overcollateralization ratio is reported at 123.22% versus the
June 2009 level of 114.44%. The weighted average rating factor
is currently reported at 2494 compared to 2825 in June 2009.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes. Based on the August 2011 trustee
report, reference securities that mature after the maturity date
of the notes currently make up approximately 6.5% of the
underlying reference portfolio. These investments potentially
expose the notes to market risk in the event of liquidation at the
time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $309 million,
defaulted par of $3 million, a weighted average default
probability of 18.42% (implying a WARF of 2633), a weighted
average recovery rate upon default of 51.66%, and a diversity
score of 66. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

ING Investment Management CLO I, Ltd., issued in November 2005, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

2) 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.

3) 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.


JP MORGAN: Minimal Change in Expected Losses Cues Downgrades
------------------------------------------------------------
Fitch Ratings has downgraded seven classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2005-LDP2.

The downgrades reflect minimal change in Fitch expected losses.
Fitch modeled losses of 7.5% of the remaining pool.  Fitch
designated 48 loans (19.6%) as Fitch Loans of Concern, which
include 17 specially serviced loans (9%).

As of the September 2011 distribution date, the pool's aggregate
principal balance has been reduced by 20.61% (including 2.07% of
realized losses) to $2.365 billion from $2.9 billion at issuance.
Interest shortfalls are affecting classes L through NR. Nine loans
in the pool (1.8%) are currently defeased.

The largest contributor to Fitch-modeled losses (1.9%) is a
specially-serviced loan secured by a retail center located in
Memphis, TN.  The loan transferred to special servicing in January
2010 due to monetary default, and the asset is real estate owned
(REO) as of October 2010.  The property is targeted for a
September auction date through Auction.com in an event involving a
large number of properties throughout the SouthEast.

The second-largest contributor to Fitch-modeled losses (1.5%) is a
specially-serviced loan secured by two office properties located
in Atlanta, GA and Southfield, MI.  The loan transferred to
special servicing in March 2011 for imminent default.  A potential
loan restructure is currently being negotiated with the Borrower.

Fitch downgrades the following classes:

-- $29.8 million class F to 'Bsf' from 'BBsf'; Outlook Negative;
-- $26.1 million class G to 'CCCsf/RR1' from 'Bsf';
-- $44.7 million class H to 'CCCsf/RR1' from 'B-sf';
-- $29.8 million class J to 'Csf/RR1' from 'CCCsf/RR1';
-- $37.2 million class K to 'Csf/RR6' from 'CCCsf/RR4';
-- $1.5 million class O to 'Dsf/RR6' from 'Csf/RR6';
-- Class P to 'Dsf/RR6' from 'Csf/RR6'.

In addition, Fitch affirms the following classes:

-- $444.7 million class A-1A at 'AAAsf'; Outlook Stable;
-- $341.4 million class A-3 at 'AAAsf'; Outlook Stable;
-- $105.5 million class A-3A at 'AAAsf'; Outlook Stable;
-- $561.3 million class A-4 at 'AAAsf'; Outlook Stable;
-- $80.5 million class A-SB at 'AAAsf'; Outlook Stable;
-- $247.9 million class A-M at 'AAAsf'; Outlook Stable;
-- $50 million class A-MFL at 'AAAsf'; Outlook Stable;
-- $216 million class A-J at 'Asf'; Outlook Stable;
-- $18.6 million class B at 'Asf'; Outlook Stable;
-- $40.9 million class C at 'BBB-sf'; Outlook Stable;
-- $26.1 million class D at 'BBsf'; Outlook Stable;
-- $26.1 million class E at 'BBsf'; Outlook Negative;
-- $11.2 million class L at 'Csf/RR6';
-- $14.9 million class M at 'Csf/RR6';
-- $11.2 million class N at 'Csf/RR6';
-- Class Q at 'Dsf/RR6'.

Classes A-1 and A-2 have repaid in full.  Fitch does not rate
class NR.  The ratings on classes X-1 and X-2 were previously
withdrawn.


JP MORGAN: Moody's Assigns (P)Ba2 (sf) to Class E Notes
-------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
thirteen classes of CMBS securities, issued by JPMCC Commercial
Mortgage Trust 2011-C5, Commercial Mortgage Pass-Through
Certificates, Series 2011-C5.

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

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

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

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

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

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

Cl. A-S, 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)Ba2 (sf)

Cl. F, Assigned (P)B1 (sf)

Cl. G, Assigned (P)B3 (sf)

RATINGS RATIONALE

The Certificates are collateralized by 44 fixed rate loans secured
by 209 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 1.65X is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.12X is higher than the 2007 conduit/fusion transaction
average of 0.92X. Moody's Trust LTV ratio of 94.3% is lower than
the 2007 conduit/fusion transaction average of 110.6%.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level Herfindahl score is
18.4. The transaction's loan level diversity is lower 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 score is 25.6. The
transaction's property diversity profile is higher than the
indices calculated in most multi-borrower transactions issued
since 2009.

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

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.11, which is in the
band of average grades found in previously rated conduit and
fusion securitizations.

The principal methodology used in this rating was "Moody's
Approach to U.S. CMBS Conduit Transactions" published in September
2000. Please see the Credit Policy page on www.moodys.com for a
copy of this methodology.

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 Super Senior Aaa classes and the rated Aaa A-S class would
be Aaa, Aa1; Aaa, Aa2; and Aa1, A1. 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.

These ratings: (a) are based solely on information in the public
domain and/or 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/or 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.


KATONAH III: Moody's Raises Rating of Cl. C-1 to Aa3 From Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Katonah III, Ltd.:

US$17,000,000 Class B-1 Floating Rate Notes Due, Upgraded to Aaa
(sf); previously on June 22, 2011 Baa1 (sf) Placed on Review for
Possible Upgrade;

US$23,000,000 Class B-2 Fixed Rate Notes Due, Upgraded to Aaa
(sf); previously on June 22, 2011 Baa1 (sf) Placed on Review for
Possible Upgrade;

US$13,000,000 Class C-1 Floating Rate Notes Due 2015, Upgraded to
Aa3 (sf); previously on June 22, 2011 Ba2 (sf) Placed on Review
for Possible Upgrade;

US$4,000,000 Class C-2 Fixed Rate Notes Due 2015, Upgraded to Aa3
(sf); previously on June 22, 2011 Ba2 (sf) Placed on Review for
Possible Upgrade;

US$12,000,000 Class D-1 Floating Rate Notes Due 2015, Upgraded to
Baa3 (sf); previously on June 22, 2011 Caa2 (sf) Placed on Review
for Possible Upgrade;

US$2,500,000 Class D-2 Fixed Rate Notes Due 2015, Upgraded to Baa3
(sf); previously on June 22, 2011 Caa2 (sf) Placed on Review for
Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratios due to deleveraging of
the senior notes since the rating action in February 2011. Moody's
notes that the Class A Notes have been paid down by approximately
56% or $127 million since the rating action in February 2011. As a
result of the delevering, the overcollateralization ratios have
increased since the rating action in February 2011. Based on the
latest trustee report dated August 7, 2011, the Class A, Class B,
Class C and Class D overcollateralization ratios are reported at
157.6%, 127.8%, 118.3% and 111.3%, respectively, versus January
2011 levels of 143.9%, 122.2%, 114.9% and 109.3%, respectively.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the August 2011 trustee report, reference
securities that mature after the maturity date of the notes
currently make up approximately 4.6% of the underlying reference
portfolio. These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $198.3 million,
defaulted par of $0.7 million, a weighted average default
probability of 13.5% (implying a WARF of 2611), a weighted average
recovery rate upon default of 51.01%, and a diversity score of 38.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Katonah III, Ltd., issued in April 2002, 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
June 2011.

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 June 2011.

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 2013 and
2015 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/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

2) 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.


KIMBERLITE CDO: S&P Lowers Rating on Super Senior Notes to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the super
senior notes from Kimberlite CDO I Ltd., a hybrid collateralized
debt obligation of commercial mortgage-backed securities (CDO of
CMBS) transaction, and removed it from CreditWatch negative.

The rating action is primarily due to the significant increase in
the level of defaults within the transaction's asset portfolio
that reduced the credit support available to the notes

"According to the trustee report dated July 27, 2011, the
transaction had $280 million in defaulted positions, with an
estimated value of $18 million. This has increased from
$94.91 million as of the Oct. 27 2010, trustee report, which we
referenced for our December 2010 rating action, when we last
downgraded the super senior notes," S&P said.

As a result of the increase in defaults, the level of performing
assets to support the notes has declined significantly. The July
2011 trustee report states that the performing assets balance was
$407.12 million compared with the $493.38 million outstanding
super senior note balance.

The performing assets and the super senior note balances in
October 2010 were $650.51 million and $494 million.

"Due to the decline in the credit support available to the notes,
we lowered our rating on the super senior notes and removed it
from CreditWatch negative," S&P related.

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 Lowered and Removed From CreditWatch Negative

Kimberlite CDO I Ltd.
                    Rating
Class        To                From
Super senior CC (sf)           B (sf)/Watch Neg

Other Outstanding Ratings

Kimberlite CDO I Ltd.

Class        Rating
A            D (sf)
B            D (sf)
C            CC (sf)
D            CC (sf)
E            CC (sf)
F            CC (sf)
G            CC (sf)
H            CC (sf)
Combo notes  CC (sf)

Transaction Information

Issuer:                 Kimberlite CDO I Ltd.
Co-issuer:              Kimberlite CDO I LLC
Collateral manager:     Cutwater Investor Services Corp.
Transaction type:       Hybrid CDO of CMBS


KINGSLAND V: Moody's Upgrades Rating of Class D-1 Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Kingsland V, Ltd.:

US$295,975,000 Class A-1 Senior Secured Floating Rate Notes Due
2021 (current balance of $292,288,115), Upgraded to Aa1 (sf);
previously on June 22, 2011 Aa3 (sf) Placed Under Review for
Possible Upgrade;

US$60,000,000 Class A-2R Secured Revolving Floating Rate Notes Due
2021 (current balance of $59,101,557), Upgraded to Aaa (sf);
previously on June 22, 2011 Aa1 (sf) Placed Under Review for
Possible Upgrade;

US$12,125,000 Class A-2B Senior Secured Floating Rate Notes Due
2021, Upgraded to Aa2 (sf); previously on June 22, 2011 A2 (sf)
Placed Under Review for Possible Upgrade;

US$22,900,000 Class B Senior Secured Floating Rate Notes Due 2021,
Upgraded to A1 (sf); previously on June 22, 2011 Baa2 (sf) Placed
Under Review for Possible Upgrade;

US$25,000,000 Class C Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to Baa2 (sf); previously on June 22, 2011
Ba2 (sf) Placed Under Review for Possible Upgrade;

US$13,000,000 Class D-1 Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to Ba1 (sf); previously on June 22, 2011
Caa1 (sf) Placed Under Review for Possible Upgrade;

US$5,000,000 Class D-2 Senior Secured Deferrable Fixed Rate Notes
Due 2021, Upgraded to Ba1 (sf); previously on June 22, 2011 Caa1
(sf) Placed Under Review for Possible Upgrade;

US$14,900,000 Class E Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Ba3 (sf); previously on June 22, 2011 Caa3 (sf)
Placed Under Review for Possible Upgrade;

US$15,330,000 Composite Notes Due 2021 (current Rated Balance of
$13,087,444.53), Upgraded to Ba1 (sf); previously on June 22, 2011
B2 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $462.5 million,
defaulted par of $2.9 million, a weighted average default
probability of 20.79% (implying a WARF of 2568), a weighted
average recovery rate upon default of 47.83%, and a diversity
score of 58. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Kingsland V, Ltd., issued on May 24, 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011,
and "Using the Structured Note Methodology to Rate CDO Combo-
Notes" published in February 2004.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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/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 the 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 and diversity levels higher than the covenant levels due to
the large difference between the reported and covenant levels.


KKR FINANCIAL: Moody's Raises Rating of Class F to Baa3 From B3
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by KKR Financial CLO 2005-2, Ltd.:

US$545,000,000 Class A-1 Senior Secured Floating Rate Notes Due
2017 (current outstanding balance of $510,301,911), Upgraded to
Aaa (sf); previously on June 22, 2011 Aa2 (sf) Placed on Review
for Possible Upgrade;

US$150,000,000 Class A-2 Senior Secured Delayed Draw Floating Rate
Notes Due 2017 (current outstanding balance of $140,450,067),
Upgraded to Aaa (sf); previously on June 22, 2011 Aa2 (sf) Placed
on Review for Possible Upgrade;

US$57,000,000 Class B Senior Secured Floating Rate Notes Due 2017,
Upgraded to Aa1 (sf); previously on June 22, 2011 A3 (sf) Placed
on Review for Possible Upgrade;

US$64,000,000 Class C Deferrable Mezzanine Secured Floating Rate
Notes Due 2017, Upgraded to A2 (sf); previously on June 22, 2011
Ba1 (sf) Placed on Review for Possible Upgrade;

US$30,000,000 Class E Deferrable Mezzanine Floating Rate Notes Due
2017, Upgraded to Baa2 (sf); previously on June 22, 2011 Ba3 (sf)
Placed on Review for Possible Upgrade;

US$10,000,000 Class F Deferrable Mezzanine Secured Floating Rate
Notes Due 2017, Upgraded to Baa3 (sf); previously on June 22, 2011
B3 (sf) Placed on Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of delevering of the
senior notes since the rating action in May 2010. Moody's notes
that the Class A Notes have been paid down by approximately 5%
($27.6 million of Class A-1 Notes and $7.6 million of Class A-2
Notes) since the rating action in May 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $959.4 million,
no defaulted par, a weighted average default probability of 20.16%
(implying a WARF of 3000), a weighted average recovery rate upon
default of 50.72%, and a diversity score of 39. Moody's generally
analyzes deals in their reinvestment period by assuming the worse
of reported and covenanted values for all collateral quality
tests. However, in this case given the limited time remaining in
the deal's reinvestment period, Moody's analysis reflects the
benefit of assuming a higher likelihood that the collateral pool
characteristics will continue to maintain a positive "cushion"
relative to certain covenant requirements, as seen in the actual
collateral quality measurements. The default and recovery
properties of the collateral pool are incorporated in cash flow
model analysis where they are subject to stresses as a function of
the target rating of each CLO liability being reviewed. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

KKR Financial CLO 2005-2, Ltd., issued in November 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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 the pace of delevering from unscheduled principal proceeds
after the reinvestment period ends in November 2011. Delevering
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings.

2) 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.


LB-UBS COMMERCIAL: Moody's Affirms Rating of Cl. A-J at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 22
classes of LBUBS Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2008-C1:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 12, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Jun 12, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 12, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-2FL, Affirmed at Aaa (sf); previously on Jun 12, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aa3 (sf); previously on Nov 18, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Affirmed at Ba1 (sf); previously on Nov 18, 2010
Downgraded to Ba1 (sf)

Cl. B, Affirmed at Ba3 (sf); previously on Nov 18, 2010 Downgraded
to Ba3 (sf)

Cl. C, Affirmed at B3 (sf); previously on Nov 18, 2010 Downgraded
to B3 (sf)

Cl. D, Affirmed at Caa1 (sf); previously on Nov 18, 2010
Downgraded to Caa1 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Nov 18, 2010
Downgraded to Caa3 (sf)

Cl. F, Affirmed at Ca (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. G, Affirmed at Ca (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. H, Affirmed at Ca (sf); previously on Nov 18, 2010 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. S, Affirmed at C (sf); previously on Nov 18, 2010 Downgraded
to C (sf)

Cl. X, Affirmed at Aaa (sf); previously on Jun 12, 2008 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

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
10.4% of the current balance. At last full review, Moody's
cumulative base expected loss was 10.5%. Moody's stressed scenario
loss is 18.0% of the current balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and performance
in the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are
continuing to show signs of recovery through the first half of
2011, while recovery in the non-core office and retail sectors are
tied to pace of recovery of the broader economy. Core office
markets are showing signs of recovery through lending and leasing
activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 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 16 compared to 17 at Moody's prior review.

In cases where the Herf falls below 20, Moody's employs also the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.1. 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.

DEAL PERFORMANCE

As of the August 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 4% to $965.4
million from $1.0 billion at securitization. The Certificates are
collateralized by 62 mortgage loans ranging in size from less than
1% to 15% of the pool, with the top ten loans representing 64% of
the pool. One loan, representing less than 1% of the pool has
defeased and is collateralized by U.S. Government securities. The
pool includes one loan with an investment grade credit estimate,
representing 11% of the pool. At last review, the 233 South Wacker
Drive Loan ($20.0 million -- 2.1%) also had a credit estimate.
However, due to performance declines and increased leverage the
loan is analyzed as part of the conduit pool. Moody's LTV and
stressed DSCR are 88% and 1.04X, respectively, compared to 67% and
1.38X at last review.

Twelve loans, representing 8% 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 since securitization,
resulting in an aggregate $6.3 million loss (42% loss severity on
average). Currently 11 loans, representing 16% of the pool, are in
special servicing. The master servicer has recognized appraisal
reductions totaling $55.6 million for the specially serviced
loans. Moody's has estimated a $71.6 million loss (48% expected
loss) for the specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 10% of the pool. Moody's has
estimated a $12.9 million loss (13% expected loss based on a 30%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 98% and 62%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV for the conduit component is 106% compared to
111% 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 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit component are 1.27X and 0.97X,
respectively, compared 1.24X and 0.93X 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 Chevy Chase Center Loan
($104.6 million -- 10.9%), which is secured by a 397,744 square
foot (SF) mixed-use property located in Chevy Chase, Maryland. At
securitization, 51% of the overall net rentable area (NRA) was
leased but not fully occupied by The Mills Limited Partnership and
was subleased to seven tenants. Property performance and occupancy
remain stable. The loan fully amortizes on a 240-month schedule
and matures in November 2026. Moody's current credit estimate and
stressed DSCR are Baa3 and 1.38X, respectively, compared to Baa3
and 1.33X at last review.

The top three performing conduit loans represent 31% of the pool.
The largest conduit loan is the Westfield Southlake Loan ($140.0
million -- 14.6%), which is secured by the borrower's interest in
a 1.4 million SF regional mall located in Merrillville, Indiana.
The mall's is anchored by Sears (not part of the collateral), J.C.
Penney, and Macy's (not part of the collateral). The property was
96% leased as of March 2011, similar to at last review. Property
performance has improved since last review due to a reduction in
real estate taxes. The loan is interest-only for its entire ten-
year term maturing in January 2018. Moody's LTV and stressed DSCR
are 96% and 0.99X, respectively, compared to 97% and 0.97X at last
review.

The second conduit largest loan is the Regions Harbert Plaza Loan
($89.7 million -- 9.3%), which is secured by a 613,764 SF office
property built in 1989 and located in downtown Birmingham,
Alabama. The largest tenant's include Regions Bank (Moody's senior
unsecured rating Ba3, negative outlook) which leases 35% of the
NRA through December 2017 and Balch & Bingham LLP that leases 23%
of the NRA through October 2022. The property was 97% leased as of
July 2011, compared to 96% at last review. Performance remains
stable. The loan had a 24-month interest only period but is
currently amortizing on a 360-month schedule maturing in March
2018. Moody's LTV and stressed DSCR are 97% and 1.08X,
respectively, compared to 105% and 1.01X at last review.

The third largest conduit loan is the Westin Charlotte Loan ($72.9
million -- 7.6% of the pool), which is a pari-passu interest in a
$179.3 million first mortgage loan. The loan is secured by a 26-
story, 700-room full service hotel located in Charlotte, North
Carolina. Property performance has slightly improved since last
review after being negatively impacted by the downturn in the
tourism industry. The loan had a 12-month interest only period but
now amortizing on a 360-month schedule maturing in January 2018.
Due to continued weak performance, Moody's considers this loan to
have a high probability of default and has identified it as a
troubled loan. Moody's LTV and stressed DSCR are 171% and 0.68X,
respectively, compared to 173% and 0.67X at last review.


LB-UBS COMMERCIAL: S&P Cuts Ratings on 3 Classes of Certs. to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2007-C2, a U.S. commercial mortgage-
backed securities (CMBS) transaction. "Concurrently, we affirmed
our ratings on five other classes from the same transaction," S&P
related.

"Our rating actions primarily reflect our analysis of the
transaction 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. Furthermore, the downgrades
reflect credit support erosion we anticipate will occur upon the
eventual resolution of 18 ($769.1 million, 22.9%) of the
transaction's 19 ($839.1 million, 25.0%) specially serviced
assets. The revised ratings also reflect the monthly interest
shortfalls that are affecting the trust. We lowered our ratings on
three classes to 'D (sf)' because we expect the interest
shortfalls to continue and for these classes' accumulated interest
shortfalls to remain outstanding for the foreseeable future," S&P
stated.

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-CP, X-W, and X-CL interest-only (IO)
certificates based on our current criteria," S&P stated.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.47x and a loan-to-value
(LTV) ratio of 108.7%. 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 153.2%. The implied defaults and loss severity
under the 'AAA' scenario were 92.4% and 39.0%. The DSC and LTV
calculations noted above exclude 18 ($769.1 million, 22.9%) of
the transaction's 19 ($839.1 million, 25.0%) specially serviced
assets. We separately estimated losses for these 18 assets and
included them in our 'AAA' scenario implied default and loss
figures," S&P related.

"As of the Aug. 17, 2011, trustee remittance report, the trust
experienced monthly interest shortfalls totaling $582,769,
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts of $542,602 and special servicing fees of $161,790.
The total interest shortfalls were offset by a one time ASER
recovery of $202,083. The interest shortfalls affected all classes
subordinate to and including class H. Class H has had accumulated
interest shortfalls outstanding for 12 consecutive months, and
classes J and K have had them outstanding for 13 consecutive
months. We expect these interest shortfalls to continue in the
near term, and consequently, we lowered our ratings on these
classes to 'D (sf)'," S&P noted.

                      Credit Considerations

As of the Aug. 17, 2011, trustee remittance report, 19
($839.1 million, 25.0%) assets in the pool were with the
special servicer, LNR Partners Inc. The payment status of
the specially serviced assets is: six are real estate owned
(REO) ($112.1 million, 3.3%), one ($10.9 million, 0.3%) is
in foreclosure, five ($71.5 million, 2.1%) are 90-plus-days
delinquent, three ($151.8 million, 4.5%) are 60 days delinquent,
and four ($492.8 million, 14.7%) are current in their payments.
Appraisal reduction amounts (ARAs) totaling $106.8 million are in
effect for 12 of the specially serviced assets. Details of the
three largest specially serviced assets, all of which are top 10
loans, are:

The Bethany Maryland Portfolio II loan ($185.0 million trust
balance (5.5%)/$217.0 million whole loan balance) is the third-
largest loan in the pool and the largest specially serviced asset.
The loan is secured by a three property multifamily portfolio in
Maryland, with an aggregate of 1,909 units. The loan was
transferred to the special servicer in April 2009 due to imminent
default. The payment status of the A note, which makes up the
trust balance, is current. No recent financial data is available
for this loan. According to the special servicer's reported
comments, a payment shortfall has existed for the B note since
February 2010. "The special servicer has also indicated that it is
still considering the borrower-proposed modification plan. Based
on the most recent broker opinion of value, we expect a moderate
loss upon the eventual resolution of this asset if the loan is not
modified," S&P stated.

The One Alliance Center loan ($165.0 million, 4.9%) is the fourth-
largest loan in the pool and second-largest specially serviced
asset. The loan is secured by a 553,017-sq.-ft. office property in
Atlanta, Ga. The loan was transferred to the special servicer in
May 2010 due to imminent default. The loan is current in its
payments. No recent financial data is available for this loan.
According to the special servicer's reported comments, the
borrower has requested a restructure of the loan due to cash flow
issues. "Based on the most recent appraisal value, we expect a
significant loss upon the eventual resolution of this asset," S&P
said.

The Duke Cleveland East Suburban Portfolio ($135.0 million, 4.0%)
is the fifth-largest loan in the pool and third-largest specially
serviced asset.

The loan is secured by an eight-property office building portfolio
in Ohio, aggregating 895,487 sq. ft. The loan was transferred to
special servicing in July 2011 due to imminent default. The loan
is classified as 60 days delinquent. As of year-end 2010, reported
DSC and occupancy were 1.10x and 80.0%. The special servicer's
reported comments indicate that it has retained local counsel for
possible foreclosure and/or appointment of a property receiver.
"We expect a significant loss upon the eventual resolution
of this asset," S&P stated.

The remaining 16 specially serviced assets have balances that
individually represent less than 2.2% of the total pool balance.
"We estimated losses for 15 of these assets, arriving at a
weighted average loss severity of 41.1%," S&P stated.

                         Transaction Summary

As of the Aug. 17, 2011, trustee remittance report, the total pool
balance was $3.36 billion, which is 94.6% of the pool balance at
issuance. The pool includes 150 loans and six REO assets, down
from 170 loans at issuance. No defeased collateral exists in the
transaction. The master servicer, Wells Fargo Bank N.A. (Wells
Fargo), provided financial information for 90.7% of the assets in
the pool, the majority of which was full-year 2010 data (75.2%),
with the remainder reflecting partial- or full-year 2009, 2010, or
2011 data.

"We calculated a weighted average DSC of 1.47x for the assets in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.47x and 108.7%. Our adjusted DSC and LTV
figures excluded 18 ($769.1 million, 22.9%) of the transaction's
19 ($839.1 million, 25.0%) specially serviced assets, which have a
weighted average reported DSC of 1.30x. The transaction has
experienced $75.4 million in principal losses in connection with
11 assets. Forty-four loans ($424.8 million, 12.6%) in the
pool are on the master servicer's watchlist. Thirty-five loans
($602.0 million, 17.9%) have a reported DSC of less than 1.10x, 23
of which ($386.9 million, 11.5%) have a reported DSC of less than
1.00x," S&P stated.

                          Summary of Top 10 Loans

The top 10 loans have an aggregate outstanding balance of
$1.72 billion (51.2%). "Using servicer-reported numbers, we
calculated a weighted average DSC of 1.61x for the top 10 loans.
Our adjusted DSC and LTV ratio for the top 10 loans are 1.66x and
93.4%. Our adjusted figures exclude the three top 10 loans with
the special servicer, which have a weighted average reported DSC
of 1.14x. None of the top 10 loans appear on the master servicer's
watchlist. Three of the top 10 loans: Lembi Trophy Portfolio
($103.3 million, 3.1%), Homer Building ($88.0 million, 2.6%), and
Extendicare Portfolio II (86.6 million, 2.6%) are scheduled to
mature in the first quarter of 2012," S&P stated.

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 2007-C2
Commercial mortgage pass-through certificates
            Rating
Class   To           From     Credit enhancement (%)
A-3     A- (sf)      A+ (sf)                   29.47
A-1A    A- (sf)      A+ (sf)                   29.47
A-M     BB(sf)       BBB (sf)                  18.90
A-J     CCC+(sf)     BB- (sf)                   9.52
B       CCC+ (sf)    B+ (sf)                    8.72
C       CCC(sf)      B+ (sf)                    7.14
D       CCC(sf)      B  (sf)                    5.95
E       CCC(sf)      B  (sf)                    5.55
F       CCC-(sf)     B  (sf)                    4.76
G       CCC-(sf)     B- (sf)                    3.70
H       D (sf)       CCC+(sf)                   2.78
J       D (sf)       CCC-(sf)                   1.72
K       D (sf)       CCC-(sf)                   0.53

Ratings Affirmed

LB-UBS Commercial Mortgage Trust 2007-C2
Commercial mortgage pass-through certificates

Class    Rating     Credit enhancement (%)
A-2      AAA (sf)                    29.47
A-AB     AAA (sf)                    29.47
X-CP     AAA (sf)                      N/A
X-W      AAA (sf)                      N/A
X-CL     AAA (sf)                      N/A

N/A -- Not applicable.


LB-UBS COMMERCIAL: S&P Lowers Rating on Class S Certs. to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of commercial mortgage pass-through certificates from
three LB-UBS U.S. commercial mortgage-backed securities (CMBS)
transactions due to interest shortfalls.

"The downgrades reflect current and potential interest shortfalls.
We lowered our ratings on five of these classes to 'D (sf)'
because we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. All five classes that we
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding for three or more months," S&P related. The recurring
interest shortfalls for the certificates are primarily due to one
or more of these factors:

    Appraisal subordinate entitlement reduction (ASER) amounts in
    effect for specially serviced loans;

    Special servicing fees; and

    Interest rate reductions or deferrals resulting from loan
    modifications.

Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals. "We
also considered special servicing fees that are likely, in our
view, to cause recurring interest shortfalls," S&P related.

The servicer implements ARAs and resulting ASER amounts in
accordance with each transaction's terms. Typically, these terms
call for the automatic implementation of an ARA equal to 25% of
the stated principal balance of a loan when a loan is 60 days past
due and an appraisal or other valuation is not available within a
specified timeframe. "We primarily considered ASER amounts based
on ARAs calculated from MAI appraisals when deciding which classes
from the affected transactions to downgrade to 'D (sf)' because
ARAs based on a principal balance haircut are highly subject to
change, or even reversal, once the special servicer obtains the
MAI appraisals," S&P said.

"We detail the 17 downgraded classes from the three LB-UBS U.S.
CMBS transactions," S&P said.

               LB-UBS Commercial Mortgage Trust 2002-C1

"We lowered our ratings on the class L, M, N, P, Q, and S
certificates from LB-UBS Commercial Mortgage Trust 2002-C1. We
lowered our rating to 'D (sf)' on the class S certificates to
reflect accumulated interest shortfalls outstanding for seven
months, resulting from ASER amounts related to one of the three
assets ($5.5 million, 0.9%) that are currently with the special
servicer, LNR Partners LLC (LNR), special servicing fees, and an
interest forbearance for one of the assets. We lowered our ratings
on classes L, M, N, P and Q due to reduced liquidity support
available to these classes and the potential for these classes to
experience interest shortfalls in the future relating to the
specially serviced assets. As of the Aug. 17, 2011, trustee
remittance report, an ARA totaling $1.2 million was in effect for
one of the three assets and the reported monthly ASER amount on
this asset was $10,283. The reported monthly interest shortfalls
totaled $15,937, and have affected all of the classes subordinate
to and including class S," S&P stated.

              LB-UBS Commercial Mortgage Trust 2002-C2

"We lowered our ratings on the class M and N certificates from LB-
UBS Commercial Mortgage Trust 2002-C2. We lowered our rating on
class N to reflect accumulated interest shortfalls outstanding for
nine months, resulting from ASER amounts related to four of the
five ($19.5 million, 2.5%) assets that are currently with the
special servicer, LNR, as well as special servicing fees. We
lowered our rating on class M due to reduced liquidity support
available to this class and the potential for this class to
experience interest shortfalls in the future relating to the
specially serviced assets. As of the Aug. 17, 2011, trustee
remittance report, ARAs totaling $4.7 million were in effect for
the four assets and the total reported monthly ASER amount on
these assets was $35,782. The reported monthly interest shortfalls
totaled $40,028; and have affected all of the classes subordinate
to and including class N," S&P stated.

             LB-UBS Commercial Mortgage Trust 2003-C5

"We lowered our ratings on the class H, J, K, L, M, N, P, Q and S
certificates from LB-UBS Commercial Mortgage Trust 2003-C5. We
lowered our ratings on classes N, P, Q and S to 'D (sf)' to
reflect accumulated interest shortfalls outstanding for
three months, resulting from ASER amounts related to three
($47.1 million, 8.0%) of the four ($48.3 million, 8.2%) assets
that are currently with the special servicer, LNR, special
servicing fees, and an interest rate deferral for one of the
assets that will continue through July 2013. We lowered our
ratings on classes H, J, and K due to reduced liquidity support
available to these classes. We lowered classes L and M due to
the potential for these classes to experience interest shortfalls
in the future relating to the specially serviced assets. As of
the Aug. 17, 2011 trustee remittance report, ARAs totaling
$20.6 million were in effect for three assets and the total
reported monthly ASER amount on these assets was $3,023. The
reported monthly interest shortfalls totaled $108,576 and have
affected all of the classes subordinate to and including class N,"
S&P stated.

Ratings Lowered

LB-UBS Commercial Mortgage Trust 2002-C1
Commercial mortgage pass-through certificates
                            Credit          Reported
          Rating       enhancement    Interest shortfalls ($)
Class  To        From          (%)     Current  Accumulated
L      BB+ (sf)  BBB- (sf)   4.55            0            0
M      BB- (sf)  BB (sf)     3.54            0            0
N      B- (sf)   BB- (sf)    2.54            0            0
P      CCC (sf)  B- (sf)     1.53            0            0
Q      CCC- (sf) CCC+ (sf)   0.78            0            0
S      D (sf)    CCC- (sf)   0.28            6,687   31,208

LB-UBS Commercial Mortgage Trust 2002-C2
Commercial mortgage pass-through certificates
                            Credit          Reported
          Rating       enhancement    Interest shortfalls ($)
Class  To        From          (%)     Current  Accumulated
M      CCC+ (sf) B- (sf)      3.59           0            0
N      CCC- (sf) CCC+ (sf)    2.82     (64,694)      84,026

LB-UBS Commercial Mortgage Trust 2003-C5
Commercial mortgage pass-through certificates
                            Credit          Reported
          Rating       enhancement    Interest shortfalls ($)
Class  To        From          (%)     Current  Accumulated
H      BBB (sf)  A- (sf)     11.92           0            0
J      BB (sf)   BBB- (sf)   10.13           0            0
K      B- (sf)   BB (sf)      7.76           0            0
L      CCC (sf)  B+ (sf)      5.68           0            0
M      CCC- (sf) B (sf)       4.78           0            0
N      D (sf)    B- (sf)      4.19       6,789       16,273
P      D (sf)    CCC+ (sf)    3.00      28,884       86,653
Q      D (sf)    CCC (sf)     2.41      14,444       43,333
S      D (sf)    CCC (sf)     1.81      14,444       43,333


LOOMIS SAYLES: S&P Raises Rating on Class E Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A, D, and E notes from Loomis Sayles CLO I Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Loomis, Sayles & Co. "We affirmed our ratings on the class B and C
notes. At the same time, we removed our ratings on the class A and
B notes from CreditWatch, where we placed them with positive
implications on June 17, 2011," S&P related.

"The upgrades reflect improved performance in the deal's
underlying asset portfolio and an increase in the credit support
available to the notes since we lowered our ratings on all classes
in January 2010, following the application of our September 2009
corporate collateralized debt obligation (CDO) criteria," S&P
said.

As of the August 2011 trustee report, the transaction's asset
portfolio had $1.68 million in defaulted assets, down from
$20.08 million in December 2009.

The transaction has a reinvestment test measured during the
reinvestment period that when triggered, diverts 50% of the
available interest proceeds to be reinvested until the test is
cured. The transaction is currently passing this test (measured at
the class E level). Based on the August 2011 trustee report, the
test result is 103.24%, compared with a trigger of 102.0%;
however, the transaction was failing this test in December 2009
(test result: 99.13%), causing an increase in the amount available
for reinvestments.

The transaction's class E par value test is designed such that
when it fails the test, the available interest proceeds are
diverted to pay down the class E note until the test passes.
The transaction was failing its class D and E par value tests
in December 2009. As a result, the class E note received
paydowns and its balance as of the August 2011 monthly report
was $9.97 million (66.46% of its original balance), down from
$12.11 million (80.7% of original balance) in December 2009. The
transaction is currently passing both the class D and E par value
tests.

In addition, the credit quality of the collateral also improved
during this period. When calculating the par value ratios, the
trustee haircuts the portion of the collateral rated 'CCC+' and
below that is in excess of the percentage allowed in the
transaction documents. The haircut was zero in August 2011 but was
1.58% in December 2009.

The factors increased the par value ratios. The trustee reported
these par value ratios in the August 2011 monthly report:

    The class A/B par value ratio was 120.12%, compared with a
    reported ratio of 116.03% in December 2009;

    The class C par value ratio was 112.88%, compared with a
    reported ratio of 109.03% in December 2009;

    The class D par value ratio test was 106.15%, compared with a
    reported ratio of 102.54% in December 2009; and

    The class E par value ratio test was 103.24%, compared with a
    reported ratio of 99.13% in December 2009.

"We raised our ratings on the class A, D, and E notes due to an
increase in the credit support available to them. The affirmed
ratings on the class B and C notes reflect our opinion that the
credit support available at the current rating levels is
sufficient. We removed our ratings on the class A and B notes
from CreditWatch positive," S&P related.

"As with our January 2010 rating action, the obligor concentration
supplemental test (which is part of our criteria for rating
corporate CDO transactions) affected our rating on the class E
notes," 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

Loomis Sayles CLO I Ltd.
                        Rating
Class              To           From
A                  AA- (sf)     A+ (sf)/Watch Pos
B                  A- (sf)      A- (sf)/Watch Pos
C                  BBB- (sf)    BBB- (sf)
D                  BB- (sf)     B+ (sf)
E                  CCC+ (sf)    CCC- (sf)


MAYPORT CLO: S&P Removes 'CCC-' Rating on Class B-2L From Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L and B-1L notes from Mayport CLO Ltd., a U.S. collateralized
loan obligation (CLO) transaction managed by Pacific Investment
Management Co. "We also affirmed our ratings on the class X, A-1L,
A-1LV, A-3L, and B-2L notes. At the same time, we removed our
ratings on the class A-2L, A-3L, B-1L, and B-2L notes from
CreditWatch, where we placed them with positive implications on
June 17, 2011," S&P related.

"The upgrades reflect the improved performance we have
observed in the transaction since our October 2009 rating
actions. According to the Aug. 10, 2011, trustee report, the
transaction held approximately $2 million in defaulted assets,
down from $27 million noted in the September 2009 trustee report.
Additionally, approximately 7.4% of the collateral pool consisted
of assets from obligors rated in the 'CCC' category in August
2011, down from 10.6% in September 2009," S&P stated.

"We affirmed our ratings on the X, A-1L, A-1LV, A-3L, and B-2L
notes to reflect the sufficient credit support available at the
current rating levels," S&P related.

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

Mayport CLO Ltd.
                         Rating
Class                To           From
A-2L                 AA- (sf)     A+ (sf)/Watch Pos
A-3L                 BBB+ (sf)    BBB+ (sf)/Watch Pos
B-1L                 BBB- (sf)    BB+ (sf)/Watch Pos
B-2L                 CCC- (sf)    CCC- (sf)/Watch Pos

Ratings Affirmed

Mayport CLO Ltd.
Class                Rating
X                    AAA (sf)
A-1L                 AA+ (sf)
A-1LV                AA+ (sf)


MERRILL LYNCH: Moody's Affirms Class B Notes Rating at 'Ba2'
------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 20
classes of Merrill Lynch Mortgage Trust 2006-C2, Commercial
Mortgage Pass-Through Certificates, Series 2006-C2:

Cl. A-2, Affirmed at Aaa (sf); previously on Aug 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Aug 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Aug 22, 2006
Definitive Rating Assigned Aaa (sf)

Cl. AM, Affirmed at A2 (sf); previously on Dec 10, 2010 Downgraded
to A2 (sf)

Cl. AJ, Affirmed at Baa3 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

Cl. B, Affirmed at Ba2 (sf); previously on Dec 10, 2010 Downgraded
to Ba2 (sf)

Cl. C, Affirmed at B1 (sf); previously on Dec 10, 2010 Downgraded
to B1 (sf)

Cl. D, Affirmed at Caa1 (sf); previously on Dec 10, 2010
Downgraded to Caa1 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Dec 10, 2010
Downgraded to Caa3 (sf)

Cl. F, Affirmed at Ca (sf); previously on Dec 10, 2010 Downgraded
to Ca (sf)

Cl. G, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Dec 10, 2010 Downgraded
to C (sf)

Cl. X, Affirmed at Aaa (sf); previously on Aug 22, 2006 Definitive
Rating Assigned Aaa (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
10.2% of the current balance. At last review, Moody's cumulative
base expected loss was 13.5%. Moody's stressed scenario loss is
18.2% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 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 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 10, 2010.

DEAL PERFORMANCE

As of the September 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 18% to $1.3 billion
from $1.5 billion at securitization. The Certificates are
collateralized by 119 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 41%
of the pool. The pool no longer contains any loans with investment
grade credit estimates.

Forty-five loans, representing 37% 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.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $18.7 million (50% loss severity
overall). Seventeen loans, representing 15% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Mall at Whitney Field Loan ($73.6 million -- 5.8% of
the pool), which is secured by a 665,000 square foot (SF) mall
located in Leominster, Massachusetts. The loan was transferred to
special servicing in April 2009 for imminent default and is now
real estate owned (REO). The master servicer has recognized an
aggregate $90.7 million appraisal reduction for 15 of the
specially serviced loans. Moody's has estimated an aggregate
$85.5 million loss (47% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for 25 poorly
performing loans representing 18% of the pool and has estimated a
$34.1 million aggregate loss (13% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full and partial year 2010 and partial
year 2011 operating results for 92% and 55% of the pool's loans,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 107% compared to 116% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 13% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.24X and 1.03X, respectively, compared to
1.18X and 0.93X 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.

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 38 compared to 39 at Moody's prior review.

The top three performing conduit loans represent 21% of the pool
balance. The largest loan is the California Market Center Loan
($104.7 million -- 8.3% of the pool), which is secured by a 1.9
million SF office/design showroom building located in downtown Los
Angeles, California. The property was 100% occupied as of March
2011. The property has a diverse tenant mix within the apparel and
gift markets. Property performance has declined due to a decrease
in base rents. Moody's LTV and stressed DSCR are 82% and 1.25X,
respectively, compared to 71% and 1.44X at last review.

The second largest loan is the RLJ Hotel Portfolio Loan
($93.6 million -- 7.4% of the pool), which represents a 18.9% pari
passu interest in a $495.3 million first mortgage loan. The loan
is secured by 43 hotels located in eight states. The portfolio
includes a variety of limited and full service flags and totals
5,427 guest-rooms. The portfolio's RevPAR for the trailing twelve
months ending December 2010 was $65.58 compared to $62.74 at last
review. The loan is on the master servicer's watchlist due to low
debt service coverage. While still underperforming expectations at
securitization, the portfolio has improved since the last review.
Moody's LTV and stressed DSCR are 142% and 0.82X, respectively,
compared to 190% and 0.64X at last review.

The third largest loan is the Embassy Suites -- San Diego Loan
($68.3 million -- 5.4% of the pool), which is secured by a 337-
room full-service hotel located in downtown San Diego, California.
Property performance has improved due to an increase in room and
food and beverage revenue. Although the loan is on the master
servicer's watchlist due to low debt service coverage, recent
property performance exceeds the level at securitization. Moody's
LTV and stressed DSCR are 119% and 1.0X, respectively, compared to
114% and 1.07X at last review.


ML-CFC COMMERCIAL: Moody's Affirms Rating of Cl. B Notes at 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of 21
classes of ML-CFC 2006-2, Commercial Mortgage Pass-Through
Certificates, Series 2006-2:

Cl. A-2, 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-SB, 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-1A, Affirmed at Aaa (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. AM, Affirmed at Aa2 (sf); previously on Dec 17, 2010
Downgraded to Aa2 (sf)

Cl. AJ, Affirmed at Baa2 (sf); previously on Dec 17, 2010
Downgraded to Baa2 (sf)

Cl. B, Affirmed at Ba1 (sf); previously on Dec 17, 2010 Downgraded
to Ba1 (sf)

Cl. C, Affirmed at B1 (sf); previously on Dec 17, 2010 Downgraded
to B1 (sf)

Cl. D, Affirmed at Caa2 (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

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

Cl. X, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (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
7.7% of the current balance. At last review, Moody's cumulative
base expected loss was 8.5%. Moody's stressed scenario loss is
15.6% of the current balance compared to 15.9% 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.

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

Primary sources of assumption uncertainty are the current sluggish
macroeconomic environment and performance in the commercial real
estate property markets. While commercial real estate property
markets are gaining momentum, a consistent upward trend will not
be evident until the volume of transactions increases, distressed
properties are cleared from the pipeline and job creation
rebounds. The hotel and multifamily sectors are continuing to show
signs of recovery through the first half of 2011, while recovery
in the non-core office and retail sectors are tied to pace of
recovery of the broader economy. Core office markets are showing
signs of recovery through lending and leasing activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade 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 45 compared to 47 at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through 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.

DEAL PERFORMANCE

As of the August 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 8% to $1.7 billion
from $1.841 billion at securitization. The Certificates are
collateralized by 183 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
34% of the pool. No loans have defeased. The pool includes one
loan, representing 11% of the pool, with an investment grade
credit estimate.

Forty-seven 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.

Four loans have been liquidated from the pool since
securitization, resulting in a $22.7 million loss (77% loss
severity on average). The pool had experienced $16.0 million in
realized losses from three loans at last review. Twenty-two loans,
representing 17% of the pool, are currently in special servicing.
The largest specially serviced loan is the Penn Mutual Towers and
Washington Square Garage Loan ($102.4 million -- 6.0% of the pool)
which is secured by an 854,000 square foot (SF) mixed use complex
located in Center City Philadelphia, Pennsylvania. The loan was
transferred to special servicing in February 2011 for a loan
modification and has since defaulted and is now in foreclosure
proceedings. The master servicer recognized a $22.5 million
appraisal reduction for this loan in March 2011.

The remaining 21 specially serviced loans are secured by a mix of
property types. The master servicer has recognized an aggregate
$73.8 million appraisal reduction for 17 specially serviced loans.
Moody's has estimated an aggregate $92.5 million loss (34%
expected loss on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 4% of the pool and has estimated a
$12.4 million loss (20% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 99%
of the pool (excluding specially serviced loans) and partial year
2011 operating results for 75% of the pool's loans. Excluding
specially serviced and troubled loans, Moody's weighted average
conduit LTV is 99% compared to 103% at Moody's prior full review.
Moody's net cash flow reflects a weighted average haircut of 14.8%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed conduit DSCRs are 1.40X and 1.13X, respectively,
compared to 1.39X and 1.09X 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 a credit estimate is the 100 Summer Street
Loan ($180 million -- 10.6% of the pool), which is secured by
a 1.1 million SF Class A office building located in Boston,
Massachusetts. The property was 98% leased as of June 2011, the
same as last review. Financial performance has improved since last
review for this interest-only loan. Moody's current credit
estimate and stressed DSCR are A2 and 1.84X, respectively,
compared to Baa1 and 1.03X at the last full review.

The top three performing conduit loans represent 9% of the
pool balance. The largest loan is the 200 Paul Avenue Loan
($75.0 million -- 4.4% of the pool), which is secured by a 527,680
SF telecommunications building located in close proximity to the
main fiber optic line that serves San Francisco, California. The
loan has amortized 1.5% since last full review and financial
performance has improved. Moody's LTV and stressed DSCR are 62%
and 1.99X, respectively, compared to 71% and 1.76X at the last
full review.

The second largest loan is the CNL-Cirrus MOB Portfolio III Loan
($47.0 million -- 2.8% of the pool), which is secured by five
medical office properties located in Texas and Oklahoma and
totaling 269,707 SF. The properties were 88% leased as of December
2010 versus 81% at last full review. Financial performance has
increased in concert with higher occupancy. Moody's LTV and
stressed DSCR are 77% and 1.37X, respectively, compared to 121%
and 0.88X at last review.

The third largest loan is the Chestnut Hill Apartments Loan
($29.6 million -- 1.7% of the pool), which is secured by a 480-
unit Class A garden style apartment complex located in suburban
Columbus, Ohio. The property's financial performance declined
slightly in 2010 due to increased operating expenses compared to
the prior two years. Property occupancy increased over the same
timeframe reaching 97% leased as of March 2011 compared to 90% at
last review and 93% at securitization. Moody's LTV and stressed
DSCR are 118% and 0.78X, respectively, compared to 115% and 0.83X
at last full review.


MORGAN STANLEY: Fitch Junks Rating on Two Class Certificates
------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed 17 classes of Morgan
Stanley Capital I Trust, commercial mortgage pass-through
certificates, series 2006-TOP23 (MSCI 2006-TOP23).

The downgrades reflect realized losses since Fitch's last review.
Fitch modeled losses of 3.7% for the remaining pool.  Fitch has
designated 44 loans (26.5%) as Fitch Loans of Concern, which
includes five specially-serviced loans (1.4%).  Of the loans in
special servicing, four loans (1.1%) are 90 days or more
delinquent and one loan (0.3%) is a non-performing matured
balloon.  Fitch expects class M to be fully depleted and class L
to be impacted from losses associated with the specially-serviced
loans.

As of the August 2011 distribution date, the pool's aggregate
principal balance has been reduced by 11.9% (to $1.42 billion from
$1.61 billion at issuance), of which 10.8% were due to pay down
and 1.2% were due to realized losses.  There are no defeased
loans.  Cumulative interest shortfalls totaling $243,683 are
affecting class P.

The largest specially serviced loan (0.4%) is secured by a 103,042
square foot (sf) retail property located in Norcross, GA.  The
loan transferred to special servicing in February 2010 due to
payment default.  The borrower indicated that the property has
severely reduced cash flow due to existing tenants not paying
their contract rent and an increase in physical vacancy.  Borrower
is accepting reduced payments to retain troubled tenants with
the hope of a turnaround in the market.  Borrower submitted a
discounted payoff proposal which is being reviewed by the special
servicer.

The second largest specially serviced loan (0.3%) is secured by a
15,620 sf retail property located in Atlanta, GA.  The loan was
transferred to special servicing in May 2011 due to maturity
default.  The borrower has requested an extension of the maturity
date in order to pursue repositioning and sale of the property.
The modification is still being negotiated.

Fitch has downgraded the following classes as indicated:

-- $4 million class K to 'CCsf/RR1' from 'CCCsf/RR4';
-- $6.1 million class L to 'Csf/RR6' from 'CCsf/RR6'.

In addition, Fitch has affirmed the following classes:

-- $72.4 million class A-2 at 'AAAsf; Outlook Stable;
-- $43.6 million class A-3 at 'AAAsf'; Outlook Stable;
-- $76.3 million class A-AB at 'AAAsf'; Outlook Stable;
-- $812.1 million class A-4 at 'AAAsf'; Outlook Stable;
-- $161.4 million class A-M at 'AAAsf'; Outlook Stable;
-- $113 million class A-J at 'Asf'; Outlook Stable;
-- $32.3 million class B at 'BBBsf'; Outlook Stable;
-- $16.1 million class C at 'BBB-sf'; Outlook Stable;
-- $26.2 million class D at 'BBsf'; Outlook Negative;
-- $14.1 million class E at 'Bsf'; Outlook Negative;
-- $12.1 million class F at 'B-sf'; Outlook Negative;
-- $14.1 million class G at 'CCCsf/RR1';
-- $10.1 million class H to 'CCCsf/RR1' from 'CCCsf/RR2';
-- $4 million class J to 'CCCsf/RR1' from 'CCCsf/RR4';
-- $3.3 million class M at 'Dsf/RR6';
-- $0 class N at 'Dsf/RR6';
-- $0 class O at 'Dsf/RR6'.

Class A-1 has paid in full.  Fitch does not rate class P.  The
rating on the interest-only class X was previously withdrawn.


MOUNTAIN CAPITAL: Moody's Raises Rating of Class B-1L Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Mountain Capital CLO III Ltd.:

US$18,500,000 Class A-2L Floating Rate Notes due 2016, Upgraded to
Aaa (sf); previously on June 22, 2011 Aa3 (sf) Placed Under Review
for Possible Upgrade;

US$13,500,000 Class A-3L Floating Rate Notes due 2016, Upgraded to
A1 (sf); previously on June 22, 2011 Baa2 (sf) Placed Under Review
for Possible Upgrade;

US$6,000,000 Class A-3F 5.744% Notes due 2016, Upgraded to A1
(sf); previously on June 22, 2011 Baa2 (sf) Placed Under Review
for Possible Upgrade;

US$15,000,000 Class B-1L Floating Rate Notes due 2016, Upgraded to
Ba2 (sf); previously on June 22, 2011 B2 (sf) Placed Under Review
for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of delevering of the senior
notes since the rating action in February 2011. Moody's notes that
the Class A-1LA Notes have been paid down by approximately 67% or
$54.7 million since February 2011. As a result of the delevering,
the overcollateralization ratios have increased. Based on the
latest trustee report dated September 2, 2011, the Senior Class A,
Class A and Class B-1L overcollateralization ratios are reported
at 148.8%, 123.9% and 106.7%, respectively, versus March 2, 2011
levels of 131.0%, 116.0% and 105.1%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $144 million,
defaulted par of $4 million, a weighted average default
probability of 15.79% (implying a WARF of 2890), a weighted
average recovery rate upon default of 49.32%, and a diversity
score of 37. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Mountain Capital CLO III Ltd., issued in May 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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/or collateral sales by
the manager, which may have significant impact on the notes'
ratings.

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


MSC 2011-C3: DBRS Assigns 'B' Provisional Rating to Class G
-----------------------------------------------------------
DBRS has assigned provisional ratings to the following classes of
Commercial Mortgage Pass-Through Certificates, Series 2001-C3 to
be issued by MSC 2011-C3 Mortgage Trust.  The trends are Stable.

  -- Class A-1 at AAA (sf)
  -- Class A-2 at AAA (sf)
  -- Class A-3 at AAA (sf)
  -- Class A-4 at AAA (sf)
  -- Class A-J at AAA (sf)
  -- Class X-A at AAA (sf)
  -- Class X-B at AAA (sf)
  -- Class B at AA (sf)
  -- Class C at A (sf)
  -- Class D at BBB (high) (sf)
  -- Class E at BBB (low) (sf)
  -- Class F at BBB (low) (sf)
  -- Class G at B (high) (sf)

The collateral consists of 63 fixed-rate loans secured by 76
multifamily, mobile home parks and commercial properties.  The
portfolio has a balance of $1,491,988,764.  The pool consists of
relatively low-leverage financing, with a DBRS weighted-average
term debt service coverage ratio (DSCR) and debt yield of 1.51
times (x) and 9.9%, respectively, based on the trust amount.


NEWCASTLE CDO: Moody's Affirms Rating of Cl. A-2 Notes at 'B1'
--------------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
Newcastle CDO IX 1, Limited. The affirmations are due to key
transaction parameters performing within levels commensurate with
the existing ratings levels. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO) transactions.

Cl. S, Affirmed at Baa1 (sf); previously on Sep 30, 2010
Downgraded to Baa1 (sf)

Cl. A-1, Affirmed at Baa1 (sf); previously on Sep 30, 2010
Downgraded to Baa1 (sf)

Cl. A-2, Affirmed at B1 (sf); previously on Sep 30, 2010
Downgraded to B1 (sf)

Cl. B, Affirmed at B3 (sf); previously on Sep 30, 2010 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Sep 30, 2010
Downgraded to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Sep 30, 2010
Downgraded to Caa2 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Sep 30, 2010
Downgraded to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Sep 30, 2010
Downgraded to Caa3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Sep 30, 2010
Downgraded to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Sep 30, 2010 Confirmed
at Caa3 (sf)

Cl. L, Affirmed at Ca (sf); previously on Sep 30, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed at Ca (sf); previously on Sep 30, 2010 Confirmed
at Ca (sf)

RATINGS RATIONALE

Newcastle CDO IX1, Limited is a revolving cash CRE CDO transaction
backed by a portfolio of mezzanine loans (47.8% of the pool
balance), B-Notes (18.8%), CRE CDO (10.5%), commercial mortgage
backed securities (CMBS) (6.4%), asset-backed securities (ABS)
(3.6%), whole loans (1.0%), CMBS raked bond (0.3%), real estate
investment trust debt (0.1%), and other debt (term loans, etc)
(11.5%). The reinvestment period will end on May 18, 2012. As of
the August 18, 2011 Trustee report, the aggregate Note balance of
the transaction, including Preferred Shares and excluding notional
S Class, has decreased to $760.5 million from $825 million at
issuance, due to full or partial junior cancellations to Class C,
Class D, Class G, and Class H Notes. During the current review,
holding all key parameters static, the junior note cancellations
results in slightly higher expected losses and longer weighted
average lives on the senior Notes, while having the opposite
effect on mezzanine and junior Notes. However, this does not
cause, in and of itself, a downgrade or upgrade of any outstanding
classes of Notes.

There are two assets with a par balance of $32.3 million (4.1% of
the current pool balance) that are considered Defaulted Securities
as of the August 18, 2011 Trustee report, compared to three assets
with 4.3% of the pool balance at last review. Moody's expects
significant losses from those Defaulted Securities to occur once
they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated credit estimates for the non-Moody's rated
collateral. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. Moody's modeled a bottom-
dollar WARF of 4,750 compared to 6,674 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (0.2% compared to 1.1% at last review), A1-A3
(1.3% compared to 1.1% at last review), Baa1-Baa3 (3.8% compared
to 2.6% at last review), Ba1-Ba3 (19.6% compared to 11.7% at last
review), B1-B3 (10.9% compared to 3.6% at last review), and Caa1-C
(64.2% compared to 79.9% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 4.3 years compared
to 4.2 at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
42.2% (excluding Defaulted Securities) compared to 32.8% at last
review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 16.6% compared to 100.0% at last review.
The movement in MAC is due to a greater distribution of collateral
with lower credit risk.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
42.2% to 32.2% or up to 52.2% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
5 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected
range will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and performance
in the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are
continuing to show signs of recovery through the first half of
2011, while recovery in the non-core office and retail sectors are
tied to pace of recovery of the broader economy. Core office
markets are showing signs of recovery through lending and leasing
activity. 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 as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in November 2010, and "Moody's Approach
to Rating Commercial Real Estate CDOs" published in July 2011.


NORTHWOODS CAPITAL: Moody's Upgrades Rating of Cl. E Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Northwoods Capital VII, Limited:

US$162,500,000 Class A-1 Floating Rate Notes Due October 22, 2021,
Upgraded to Aaa (sf); previously on June 22, 2011 Aa2 (sf) Placed
Under Review for Possible Upgrade;

US$50,000,000 Class A-2 Floating Rate Delayed Drawdown Notes Due
October 22, 2021, Upgraded to Aaa (sf); previously on June 22,
2011 Aa2 (sf) Placed Under Review for Possible Upgrade;

US$25,000,000 Class A-4 Floating Rate Notes Due October 22, 2021,
Upgraded to Aa1 (sf); previously on June 22, 2011 Aa3 (sf) Placed
Under Review for Possible Upgrade;

US$30,000,000 Class B Floating Rate Notes Due October 22, 2021,
Upgraded to Aa2 (sf); previously on June 22, 2011 A2 (sf) Placed
Under Review for Possible Upgrade;

US$37,500,000 Class C Deferrable Floating Rate Notes Due
October 22, 2021, Upgraded to A2 (sf); previously on June 22, 2011
Baa3 (sf) Placed Under Review for Possible Upgrade;

US$32,500,000 Class D Deferrable Floating Rate Notes Due
October 22, 2021, Upgraded to Baa2 (sf); previously on June 22,
2011 B1 (sf) Placed Under Review for Possible Upgrade;

US$10,000,000 Class E Deferrable Floating Rate Notes Due
October 22, 2021, Upgraded to Ba1 (sf); previously on June 22,
2011 Caa2 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratio since the rating
action in January 2011. Based on the latest trustee report
dated August 19, 2011, the senior overcollateralization ratio
is reported at 142.32% versus December 2010 level of 137.69%.
Moody's also notes that since the rating action in January 2011,
the Class E Notes are no longer deferring interest and that all
previously deferred interest has been paid in full.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $515.6 million,
defaulted par of $19.7 million, a weighted average default
probability of 28.68% (implying a WARF of 3600), a weighted
average recovery rate upon default of 47.02%, and a diversity
score of 35. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

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

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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/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 the 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 and coupon levels higher than the covenant levels due to
the large difference between the reported and covenant levels.


OCTAGON INVESTMENT: Moody's Raises Rating of Cl. C-1 Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Octagon Investment Partners V, Ltd.:

US$229,000,000 Class A-1 Senior Secured Notes due November 28,
2018, Upgraded to Aaa (sf); previously on June 22, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade;

US$7,250,000 Class A-2 Note Components, Upgraded to Aaa (sf);
previously on June 22, 2011 Aa1 (sf) Placed Under Review for
Possible Upgrade;

US$21,000,000 Class B Senior Secured Deferrable Interest Notes due
November 28, 2018, Upgraded to A2 (sf); previously on June 22,
2011 Baa3 (sf) Placed Under Review for Possible Upgrade;

US$12,000,000 Class C-1 Senior Secured Deferrable Interest
Notes due November 28, 2018, Upgraded to Ba1 (sf); previously on
June 22, 2011 Ba3 (sf) Placed Under Review for Possible Upgrade;

US$3,000,000 Class C-2 Senior Secured Deferrable Interest
Notes due November 28, 2018, Upgraded to Ba1 (sf); previously on
June 22, 2011 Ba3 (sf) Placed Under Review for Possible Upgrade;

US$4,500,000 Class D Subordinated Secured Deferrable Interest
Notes due November 28, 2018, Upgraded to Ba3 (sf); previously on
June 22, 2011 B3 (sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $292.9 million,
a weighted average default probability of 17.91% (implying a
WARF of 2393), a weighted average recovery rate upon default of
47.33%, and a diversity score of 69. Moody's generally analyzes
deals in their reinvestment period by assuming the worse of
reported and covenanted values for all collateral quality tests.
However, in this case given the limited time remaining in the
deal's reinvestment period, Moody's analysis reflects the benefit
of assuming a higher likelihood that the collateral pool
characteristics will continue to maintain a positive "cushion"
relative to certain covenant requirements, as seen in the actual
collateral quality measurements. The default and recovery
properties of the collateral pool are incorporated in cash flow
model analysis where they are subject to stresses as a function
of the target rating of each CLO liability being reviewed. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Octagon Investment Partners V, Ltd., issued in January 2003, 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
June 2011.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

A source of additional performance uncertainties is 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.


OCTAGON INVESTMENTS: Moody's Raises Rating of Class C Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Octagon Investment Partners XI, Ltd.:

US$31,000,000 Class B Senior Secured Deferrable Floating Rate
Notes Due 2021, Upgraded to Baa1 (sf); Previously on June 22, 2011
Baa3 (sf) Placed Under Review for Possible Upgrade;

US$19,000,000 Class C Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Ba1 (sf); Previously on June 22, 2011 Ba3 (sf)
Placed Under Review for Possible Upgrade;

US$16,000,000 Class D Secured Deferrable Floating Rate Notes Due
2021, Upgraded to Ba3 (sf); Previously on June 22, 2011 B3 (sf)
Placed Under Review for Possible Upgrade.

In addition, Moody's confirmed the ratings of these notes:

US$344,500,000 Class A-1A Senior Secured Floating Rate Notes Due
2021, Confirmed at Aa1 (sf); Previously on June 22, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade;

US$37,500,000 and EUR 0 Class A-1B Redenominatable Senior Secured
Floating Rate Notes Due 2021 (Current Outstanding Balance of
$38,952,001), Confirmed at Aa1 (sf); Previously on June 22, 2011
Aa1 (sf) Placed Under Review for Possible Upgrade;

US$22,000,000 Class A-2 Senior Secured Floating Rate Notes Due
2021, Confirmed at Aa3 (sf); Previously on June 22, 2011 Aa3 (sf)
Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions reflect key
changes to the modeling assumptions, which incorporate (1) a
removal of the temporary 30% default probability macro stress
implemented in February 2009 as well as (2) increased BET
liability stress factors and increased recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $493.0 million,
defaulted par of $0 million, a weighted average default
probability of 23.0% (implying a WARF of 2705), a weighted average
recovery rate upon default of 46.3%, and a diversity score of 65.
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.

Octagon Investment Partners XI, Ltd., issued in February 2007, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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) Exposure to other structured finance products: The deal is
exposed to a number of CLO tranches in the underlying portfolio
whose ratings are more volatile on average compared to corporate
loan ratings.

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.

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 the worse of
reported and covenanted values for weighted average rating factor
and diversity score. However, as part of the base case, Moody's
considered spread and coupon levels higher than the covenant
levels due to the large difference between the reported and
covenant levels.

4) The deal has exposure to non-USD denominated assets.
Volatilities in foreign exchange rate will have a direct impact on
interest and principal proceeds available to the transaction,
which may affect the expected loss of rated tranches.


OCTAGON INVESTMENTS: Moody's Raises Rating of Class D Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Octagon Investment Partners X, Ltd.:

US$281,250,000 Class A-1 Senior Secured Floating Rate Notes Due
2020, Upgraded to Aaa (sf); Previously on June 22, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade;

US$22,500,000 and EUR 17,662,297 Class A-1R Redenominatable Senior
Secured Floating Rate notes Due 2020 (Current Outstanding Balance
of $46,292,763), Upgraded to Aaa (sf); Previously on June 22, 2011
Aa1 (sf) Placed Under Review for Possible Upgrade;

US$38,250,000 Class B Senior Secured Floating Rate Notes Due 2020,
Upgraded to A1 (sf); Previously on June 22, 2011 A3 (sf) Placed
Under Review for Possible Upgrade;

US$24,750,000 Class C Secured Deferrable Floating Rate Notes Due
2020, Upgraded to Baa2 (sf); Previously on June 22, 2011 Baa3 (sf)
Placed Under Review for Possible Upgrade;

US$19,125,000 Class D Secured Deferrable Floating Rate Notes Due
2020, Upgraded to Ba2 (sf); Previously on June 22, 2011 B1 (sf)
Placed Under Review for Possible Upgrade;

US$17,450,000 Class E Secured Deferrable Floating Rate Notes Due
2020, Upgraded to B1 (sf); Previously on June 22, 2011 Caa2 (sf)
Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions reflect key
changes to the modeling assumptions, which incorporate (1) a
removal of the temporary 30% default probability macro stress
implemented in February 2009 as well as (2) increased BET
liability stress factors and increased recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $442.6 million,
defaulted par of $3.8 million, a weighted average default
probability of 22.2% (implying a WARF of 2755), a weighted average
recovery rate upon default of 45.4%, 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.

Octagon Investment Partners X, Ltd., issued in September 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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) Exposure to other structured finance products: The deal is
exposed to a number of CLO tranches in the underlying portfolio
whose ratings are more volatile on average compared to corporate
loan ratings.

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 the worse of
reported and covenanted values for weighted average rating factor
and diversity score. However, as part of the base case, Moody's
considered spread and coupon levels higher than the covenant
levels due to the large difference between the reported and
covenant levels.

4) The deal has exposure to non-USD denominated assets.
Volatilities in foreign exchange rate will have a direct impact on
interest and principal proceeds available to the transaction,
which may affect the expected loss of rated tranches.


OSPREY CDO: S&P Raises Rating on Class B-2L Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A-1LA, A-1LB, A-2L, A-3L, B-1L, and B-2L notes from Osprey
CDO 2006-1 Ltd., a U.S. collateralized loan obligation (CLO)
transaction managed by Babson Capital Management LLC. "At the
same time, we removed our ratings on the class A-1LA, A-1LB, A-2L,
and A-3L notes from CreditWatch, where we placed them with
positive implications on June 17, 2011. We also affirmed our 'AAA
(sf)' rating on the class X notes," S&P stated.

"The upgrades reflect a paydown to the class A-1LA notes and the
improved performance we have observed in the deal's underlying
asset portfolio since our March 2010 rating actions. Since that
time the transaction has paid down the class A-1LA notes by
approximately $42 million, reducing the balance to about 42% of
its original balance. According to the Aug. 30, 2011, trustee
report, the transaction's asset portfolio did not hold any
defaulted assets, down from $14 million noted in the February 2010
trustee report," S&P related.

Additionally, the transaction's collateral pool consisted of
approximately 4% of assets from obligors rated in the 'CCC'
category in August 2011, down from 7% in February 2010.

"We affirmed our rating on the class X notes to reflect the
sufficient credit support available at the current rating level,"
S&P noted.

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

Osprey CDO 2006-1 Ltd.
                         Rating
Class                To           From
A-1LA                AA+ (sf)     AA- (sf)/Watch Pos
A-1LB                AA- (sf)     A+ (sf)/Watch Pos
A-2L                 A- (sf)      BBB (sf)/Watch Pos
A-3L                 BBB+ (sf)    BB+ (sf)/Watch Pos
B-1L                 BBB- (sf)    BB+ (sf)
B-2L                 BB+ (sf)     BB- (sf)

Rating Affirmed

Osprey CDO 2006-1 Ltd.
Class                Rating
X                    AAA (sf)


PACIFICA CDO: Moody's Upgrades Rating of Class C Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Pacifica CDO V, Ltd.:

US$361,250,000 Class A-1 Senior Secured Floating Rate Notes due
2020 (current balance of $345,512,548), Upgraded to Aaa (sf);
previously on June 22, 2011 Aa2 (sf) Placed Under Review for
Possible Upgrade;

US$28,750,000 Class A-2 Senior Secured Floating Rate Notes due
2020, Upgraded to Aa1 (sf); previously on June 22, 2011 A3 (sf)
Placed Under Review for Possible Upgrade;

US$25,650,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes due 2020, Upgraded to A3 (sf); previously on June 22, 2011
Ba1 (sf) Placed Under Review for Possible Upgrade;

US$5,850,000 Class B-2 Senior Secured Deferrable Fixed Rate Notes
due 2020, Upgraded to A3 (sf); previously on June 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade;

US$18,750,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2020, Upgraded to Ba1 (sf); previously on June 22, 2011
B1 (sf) Placed Under Review for Possible Upgrade;

US$19,000,000 Class D Secured Deferrable Floating Rate Notes due
2020, Upgraded to B1 (sf); previously on June 22, 2011 Caa3 (sf)
Placed Under Review for Possible Upgrade;

US$500,000 Type I Composite Notes due 2020 (current rated balance
of $269,310.86), Upgraded to Baa2 (sf); previously on June 22,
2011 Ba3 (sf) Placed Under Review for Possible Upgrade; and

US$6,000,000 Type II Composite Notes due 2020 (current rated
balance of $4,118,828.56), Upgraded to Aa1 (sf); previously on
June 22, 2011 A2 (sf) Placed Under Review for Possible Upgrade;

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of an increase in the
transaction's overcollateralization ratios since the rating action
in January 2011. Based on the August 2011 trustee report, the
Class A, Class B, Class C and Class D overcollateralization ratios
are reported at 124.0%, 114.4%, 109.3% and 104.6%, respectively,
versus November 2011 levels of 121.8%, 112.3%, 107.4% and 102.8%,
respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $468.3 million,
defaulted par of $6 million, a weighted average default
probability of 18.72% (implying a WARF of 2,693), a weighted
average recovery rate upon default of 49.02%, and a diversity
score of 65. The default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Pacifica CDO V, Ltd., issued in January 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011 and
"Using the Structured Note Methodology to Rate CDO Combo-Notes"
published in February 2004.

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 June 2011.

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 2013 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties 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) 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 the 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/diversity levels higher than the covenant levels due to the
large difference between the reported and covenant levels.


PHH CORPORATION: Moody's Assigns Provisional Ratings to Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings of Aaa
(sf), Aa2 (sf) and A2 (sf) to the Class A, Class B and Class C,
respectively, Series 2011-2 Floating Rate Asset Backed Investor
Notes to be issued by Chesapeake Funding LLC (Issuer), a
bankruptcy-remote special purpose entity wholly owned by PHH
Corporation (PHH, Sr. Unsecured Ba2, outlook stable). The complete
rating action is:

Issuer: Chesapeake Funding LLC

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

Class B Notes, Assigned (P) Aa2 (sf)

Class C Notes, Assigned (P) A2 (sf)

RATINGS RATIONALE

The ratings are based on an assessment of the quality of the
collateral, the credit enhancement in the deal and the structural
features. The principal methodology used in rating the transaction
is summarized below. 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.

The notes are ultimately backed by a special unit of beneficial
interest in a pool of mostly open-end leases and the related
vehicles as well as a special unit of beneficial interest in a
pool of fleet receivables. The leases were originated in the name
of D L Peterson Trust by PHH Vehicle Management Services LLC d/b/a
PHH Arval (PHH Arval), an indirect wholly owned subsidiary of PHH.
PHH Arval is one of the largest companies in the fleet
leasing/management industry.

Key credit metrics on the lease pool include the weighted average
rating of the lessees, the diversity score (a measure of the
diversity of the pool of lessees) and the break-even recovery rate
on liquidated collateral in the event of a lessee default. Moody's
assesses the overall pool based on a subset of the 200 largest
obligor exposures which account for approximately 95% of the total
leases in the pool. Approximately 74% of those lessees are rated
by Moody's with an average rating of Ba1. Moody's assumes a B2
rating for the lessees in the pool that are not rated by Moody's.
This results in a probability of default for the entire assessed
pool that is consistent with a Ba2 rating. The diversity score for
the pool is 52, meaning the pool of lessees will have a similar
default profile as a pool of 52 independent and equal-sized
lessees with the same rating as the weighted average rating of the
pool. The diversity score is in line with past PHH sponsored fleet
lease ABS transactions. Given Moody's analysis of the collateral
and deal structure, the expected loss on the Series 2011-2 Class A
Notes is consistent with Aaa at an estimated break-even recovery
rate within the requisite range of less than 65%. The expected
loss on the Series 2011-2 Class B Notes is consistent with Aa2 at
an estimated break-even recovery rate within the requisite range
of 65% to 75%. The expected loss on the Series 2011-2 Class C
Notes is consistent with A2 at an estimated break-even recovery
rate within the requisite range of 70% to 80%.

Chesapeake Funding LLC Series 2011-2 shares essentially the same
structure as Chesapeake Funding LLC Series 2009-2 with the notable
exception of modestly looser collateral concentration limits in
the 2011-2 series. Specifically, the top obligor and top two
obligor limits, if rated Baa3 or higher have been increased from
4.75% to 5.50% and from 8.50% to 9.25% respectively. The top ten
obligor limit has been increased from 30.00% to 31.50%; the limit
on alternative vehicle leases (not cars or light trucks) has
increased from 31.50% to 35.00%; the limit on medium and heavy-
duty truck leases has been increased from 21.50% to 22.50%; the
limit on heavy-duty truck leases has been increased from 7.50% to
10,00%; the limit on equipment leases has been increased from
5.00% to 6.00%; and the limit on forklift leases has been
increased from 2.00% to 3.00%. The changes in equipment type and
top obligor concentrations in this case are relatively small.
While the credit risk of the corporate lessees is the primary
credit consideration for fleet lease transactions, equipment type
concentrations can be a concern in the event of lessee default as
certain types of equipment or vehicles may be expected to have
lower recovery rates. This is mitigated by the fact that Moody's
required break-even recovery rates are much lower than the average
recovery rates that have historically been experienced.

V-SCORE AND LOSS SENSITIVITY

Moody's V Score: The V Score for this transaction is Medium, the
same as that for the fleet leasing sector. The V Score indicates
"Medium" uncertainty about critical assumptions.

The Medium or average score for this transaction is driven by the
Medium score for historical sector performance, the Medium for
sponsor/originator historical performance, and the Medium score
for complexity and market value sensitivity. The transaction score
Low/Medium for governance is largely due to the backup servicing
arrangement. All the scores for the subcomponents are the same as
for the fleet leasing sector as PHH is a typical issuer in the
sector.

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

Moody's Parameter Sensitivities: For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
ratings impact if (a) the assumed weighted average rating of the
lessees were to immediately decline from Ba2 to Ba3, B1 and B2 and
(b) the assumed recovery rates were to decrease from 70% to 65%,
60% and 55% with respect to the Class A Notes, the assumed
recovery rates were to decrease from 75% to 70%, 65% and 60% with
respect to the Class B Notes, and the assumed recovery rates were
to decrease from 80% to 75%, 70% and 65% with respect to the Class
C Notes. The following descriptions provide a summary of the
results.

Using such assumptions, the Aaa initial rating for the Class A
Notes of Series 2011-2 might change as follows based purely on the
model results: (a) If the assumed weighted average rating of
lessees is Ba2, there will be a one notch change in rating to Aa1
as recovery rate decreases to 55%; (b) If the weighted average
rating of lessees is Ba3, the maximum change will be four notches
to A1 as recovery rate decreases to 55%; (c) If the weighted
average rating of lessees is B1, the maximum change will be eight
notches to Baa2 as recovery rate decreases to 55%; and (d) If the
weighted average rating of lessees is B2, the maximum change will
be eleven notches to Ba2 as recovery decreases to 55%.

The Aa2 initial rating for the Class B Notes of Series 2011-2
might change as follows: (a) If the weighted average rating of
lessees is Ba2, the maximum change will be four notches to A3 as
recovery rate decreases to 60%; (b) If the weighted average rating
of lessees is Ba3, the maximum change will be more than 9 notches
to less than Ba2 as recovery rate decreases to 60%; (c) If the
weighted average rating of lessees is B1, the maximum change will
be more than 13 notches to less than B3 as recovery rate decreases
to 60%; and (d) If the weighted average rating of lessees is B2,
the maximum change will be more than 13 notches to less than B3 as
recovery rate decreases to 60%.

The A2 initial rating for the Class C Notes of Series 2011-2 might
change as follows: (a) If the weighted average rating of lessees
is Ba2, the maximum change will be four notches to Baa3 as
recovery rate decreases to 65%; (b) If the weighted average rating
of lessees is Ba3, the maximum change will be more than 10 notches
to less than B3 as recovery rate decreases to 65%; (c) If the
weighted average rating of lessees is B1, the maximum change will
be more than 10 notches to less than B3 as recovery rate decreases
to 65%; and (d) If the weighted average rating of lessees is B2,
the maximum change will be more than 10 notches to less than B3 as
recovery rate decreases to 65%.

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.

PRINCIPAL METHODOLOGY

As the majority of the underlying collateral consists of a pool of
open-end leases (i.e. leases where the lessees are responsible for
any residual value losses), the potential credit loss of this
transaction is primarily driven by the default likelihood of the
lessees, the recovery rate when a lessee defaults, and the
diversity of the pool of lessees. An approach similar to that used
in CLO transactions is used. The CLO approach hinges on the idea
of using a 'hypothetical pool' to map the credit and loss
characteristics of an actual pool and then employing a
mathematical technique called binomial expansion to determine the
expected loss of the bond to be rated. Using the binomial
expansion technique, the probability of default of each possible
scenario is calculated based on a mathematical formula, and the
cashflow profile for each scenario is determined based on an
assumed recovery rate. Then each cashflow scenario is fed into a
liability model to determine the actual loss on the bond under
each scenario, and the probability weighted loss or expected loss
of the bond is determined. The expected loss of the bond is then
compared with Moody's Idealized Cumulative Expected Loss Rates
Table to determine a rating for the bond.

The hypothetical pool is characterized by a diversity score. The
diversity score measures the diversity of the actual pool by
mathematically converting the obligor concentrations of the actual
pool into the number of equally-sized uncorrelated obligors which
would represent the same credit risk as the actual pool. This
process is summarized as follows. Each lessee is assigned its
applicable industry category. Lessees in the same industry are
assumed to be correlated with each other, while lessees in
different industries are assumed to be independent. The number of
lessees in the same industry is reduced to reflect the correlation
among them. For example, when calculating the diversity score, six
equal-sized lessees in the same industry are counted as three
independent obligors, while six equal-sized lessees in six
different industries are counted as six independent obligors. The
size of the lessees is also accounted for by reducing the number
of lessees with below average lessee size. In general, the higher
the diversity score, the lower the collateral loss volatility will
be and consequently, the lower the expected loss of a security,
other factors being the same.

Each possible default scenario is determined by both the diversity
score and the average probability of default of the pool. The
weighted average probability of default of the pool is determined
by the probability of default of each lessee or obligor, which is
estimated using the actual lessees' credit ratings, if rated. For
non-rated lessees, the average rating is assumed to be lower than
that of the rated lessees. For example, if the average rating for
the rated lessees is Baa3, Moody's could assume a rating of Ba3 or
lower as the average rating for the non-rated lessees. The
estimated weighted average rating for the entire hypothetical pool
is then used to estimate the probability of each default scenario.

The actual net loss on the bonds under each default scenario is
determined taking into consideration of recoveries in case of
default. When a lessee defaults, recoveries are obtained as the
related leased vehicles are reprocessed and sold to repay the
defaulted lease obligation. Moody's conducts detailed recovery
analyses based on the types of vehicles leased and various default
scenarios for lessees. Based on those recovery analyses, Moody's
determines the ratings after considering the breakeven recovery
rates for the different classes of notes at their associated
credit enhancement levels.


RACE POINT: S&P Raises Ratings on 3 Classes of Notes From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on the class C-1, C-2, D-1, D-2,
and D-3 notes from Race Point II CLO Ltd., a U.S. collateralized
loan obligation (CLO) transaction managed by Sankaty Advisors
LLC. "At the same time, we affirmed our ratings on four other
classes from the same transaction and removed two of these ratings
from CreditWatch positive," S&P stated.

"The upgrades reflect improvements in the overcollateralization
(O/C) available to support the rated notes and in the credit
quality of the transaction's underlying asset portfolio since our
last rating action on Dec. 10, 2010, for which we referenced the
November 2010 trustee report. As of the August 2011 trustee
report, the class A O/C ratio increased to 186.3% from 148.5%
in November 2010, while the defaulted balance decreased to
$1.85 million from $5.04 million. The class A-1 notes have paid
down more than $168.7 million during the same period," S&P
related.

"The affirmations reflect the sufficient credit support available
to the notes at the current rating levels. We will continue to
review our ratings on the notes and assess whether, in our view,
the ratings remain consistent with the credit enhancement
available," S&P stated.

Rating Actions

Race Point II CLO Ltd.

                   Rating
Class        To               From
C-1          A (sf)           BBB+ (sf)/Watch Pos
C-2          A (sf)           BBB+ (sf)/Watch Pos
D-1          BBB+ (sf)        BB+ (sf)/Watch Pos
D-2          BBB+ (sf)        BB+ (sf)/Watch Pos
D-3          BBB+ (sf)        BB+ (sf)/Watch Pos

Ratings Affirmed and Removed From CreditWatch Positive

Race Point II CLO Ltd.

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

Ratings Affirmed

Race Point II CLO Ltd.

Class        Rating
A-1          AAA (sf)
A-2          AAA (sf)


RFC CDO: S&P Affirms Rating on Class E Notes at 'CC'
----------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its ratings on the class B-1, B-2, C, and D
notes from RFC CDO I Ltd., a U.S. cash flow collateralized debt
obligation (CDO) transaction backed by mezzanine structured
finance securities. "At the same time, we affirmed our ratings on
the class A and E notes," S&P related.

"The downgrades reflect deterioration in the credit quality of
the collateral supporting the notes we have observed since our
March 10, 2010, rating action, when we downgraded the notes. The
transaction continues to pay down the class A note balance, which
had decreased to $26.51 million as of July 2011, down from $55.29
as of January 2010. Despite the reduced balance, the class A
overcollateralization ratio decreased to 128.81% from 133.94%
during the same time period. The credit quality of the collateral
supporting the notes has also deteriorated. According to the July
2011 trustee report, assets that experienced a credit event
totaled $30.21 million, up from $12.47 million in the January 2010
report," S&P related.

"Our rating affirmations reflect the credit support available to
the class A notes and the ability for the class E notes to defer
on its interest payments," S&P said.

Ratings Lowered

RFC CDO I Ltd.
                Rating
Class       To          From
B-1         B- (sf)     B+ (sf)/Watch Neg
B-2         B- (sf)     B+ (sf)/Watch Neg
C           CCC- (sf)   CCC (sf)/Watch Neg
D           CC (sf)     CCC- (sf)/Watch Neg

Ratings Affirmed

RFC CDO I Ltd.

Class       Rating
A           BBB+ (sf)
E           CC (sf)


SANDSTONE CDO: Moody's Upgrades Rating of Class C Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of one class of
notes issued by Sandstone CDO, Ltd. The notes affected by the
rating action are:

US $9,400,000 Class C Third Priority Secured Floating Rate
Deferrable Interest Notes Due 2039 (current balance: $5,113,982),
Upgraded to Ba1 (sf); previously on April 26, 2010 Downgraded to
Caa1 (sf);

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the amortization of the notes.

Since April 2010 the Class B notes were paid in full, and the
Class C notes have received principal payments in the amount of
$4.28mm. As of the latest trustee report dated August 29, 2011,
the Class C overcollateralization ratio has improved to 220.56%
versus a March 2010 level of 168.38%. The Class D OC and IC tests
are failing and the Class D Notes are not receiving full scheduled
interest payments.

Sandstone CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio RMBS and ABS originated in 2003.

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 the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (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.


SANTANDER DRIVE: S&P Gives 'BB' Rating on Class E ABS Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Santander Drive Auto Receivables Trust 2011-3's $929.51 million
automobile receivables-backed notes.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The ratings reflect S&P's view of:

    "The availability of 47.24%, 40.52%, 31.44%, 24.68%, and
    21.02% of credit support for the class A, B, C, D, and E notes
    based on stress cash flow scenarios (including excess spread),
    which provide coverage of approximately 3.5x, 3.0x, 2.3x,
    1.75x, and 1.5x our 12.50%-13.50% expected cumulative net
    loss," S&P related.

    The timely interest and principal payments made under stress
    cash flow modeling scenarios appropriate to the assigned
    ratings.

    "Our expectation that under a moderate ('BBB') stress
    scenario, all else being equal, our ratings on the class A and
    B notes will remain within one rating category of the assigned
    ratings, and our ratings on the class C, D, and E notes will
    remain within two rating categories of the assigned ratings,
    which is consistent with our credit stability criteria (see
    'Methodology: Credit Stability Criteria,' published May 3,
    2010)," S&P stated.

    The originator/servicer's history in the subprime/specialty
    auto finance business.

    "Our analysis of six years of static pool data on Santander
    Consumer USA Inc.'s lending programs," S&P stated.

    The transaction's payment/credit enhancement structure and
    legal structure.

Ratings Assigned

Santander Drive Auto Receivables Trust 2011-3

Class    Rating       Type            Interest        Amount
                                      rate          (mil. $)
A-1      A-1+ (sf)    Senior          Fixed          214.100
A-2      AAA (sf)     Senior          Fixed          293.800
A-3      AAA (sf)     Senior          Fixed           92.100
B        AA (sf)      Subordinate     Fixed           93.450
C        A (sf)       Subordinate     Fixed          118.030
D        BBB (sf)     Subordinate     Fixed           88.520
E        BB (sf)      Subordinate     Fixed           29.510


TRAINER WORTHAM: S&P Lowers Rating on Class C Notes to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes from Trainer Wortham First Republic CBO IV
Ltd., a cash flow collateralized debt obligation (CDO) transaction
backed primarily by residential mortgage-backed securities
(RMBS) and other asset-backed securities (ABS) including CDOs,
managed by Trainer Wortham & Co. "We downgraded the class B notes
to 'CCC+ (sf)' and downgraded the class C notes to 'CC (sf)'. We
also removed the lowered ratings from CreditWatch with negative
implications, where we placed them on June 17, 2011. At the same
time, we affirmed the 'AA- (sf)' rating on the class A notes," S&P
stated.

"The lowered ratings reflect an increase in defaulted assets and a
decline in the credit quality of the collateral pool available to
support the notes. Though the transaction continues to unwind and
pay down the class A note due to coverage test failures, the
credit quality of the assets in the transaction has declined since
our last review. The August 2011 trustee report stated that 26.55%
of the assets in the transaction's collateral portfolio are rated
'CC' and 'D', up from 19.76% in August 2010 (which we used for our
September 2010 rating actions)," S&P related.

The increase in defaults and decline in the credit quality of the
collateral pool results has reduced the credit enhancement
available to support the notes.

The class A note balance decreased to $14.56 million after the
August 2011 paydown, down from $28.76 million in August 2010. The
current balance is 6.62% of its original balance. "We expect that
the transaction will continue to pay down the class A note because
it is failing all of its coverage ratios. The affirmed rating on
the class A note reflects our opinion that sufficient assets are
available to support the class A notes at the current rating
level," S&P related.

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 Actions

Trainer Wortham First Republic CBO IV Ltd.
                      Rating
Class             To          From
B                 CCC+ (sf)   BB-(sf)/Watch Neg
C                 CC (sf)     CCC-(sf)/Watch Neg

Rating Affirmed

Trainer Wortham First Republic CBO IV Ltd.
Class             Rating
A                 AA- (sf)


TRIAXX PRIME: Moody's Upgrades Rating of Class A-1B2 Notes to Caa2
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class of
notes issued by Triaxx Prime CDO 2006-2, Ltd. The notes affected
by the rating action are:

US$1,499,950,000 Class A-1B2 First Priority Senior Secured
Floating Rate Notes Due October 2039 (current balance:
1,352,712,658), Upgraded to Caa2 (sf); previously on January 7,
2011 Upgraded to Caa3 (sf)

RATINGS RATIONALE

According to Moody's, the rating action taken results primarily
from the amortization of the notes.

Since the last rating action in January 2011, the Class A-1B1
notes were paid in full, which caused the Class A-1B2 notes to
become pro-rata with the other Class A-1 notes. The Class A-1
notes have also amortized by $281mm since Moody's last review.
Additionally, the Class A/B OC test is failing, resulting in the
diversion of interest proceeds to the payment of principal on the
Class A-1 notes.

Triaxx Prime CDO 2006-2, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Jumbo and Alt-A RMBS which were
originally rated Aaa.

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 the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (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.


TRIMARAN VII: Moody's Raises Rating of Class B-1L Notes to Ba2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Trimaran VII CLO Ltd.:

US$333,000,000 Class A-1L Floating Rate Notes due June 2021,
Upgraded to Aaa (sf); previously on June 22, 2011 Aa1 (sf) Placed
Under Review for Possible Upgrade;

US$25,000,000 Class A-1LR Floating Rate Revolving Notes due June
2021, Upgraded to Aaa (sf); previously on June 22, 2011 Aa1 (sf)
Placed Under Review for Possible Upgrade;

US$35,000,000 Class A-2L Floating Rate Notes due June 2021,
Upgraded to Aa3 (sf); previously on June 22, 2011 A2 (sf) Placed
Under Review for Possible Upgrade;

US$30,000,000 Class A-3L Floating Rate Notes due June 2021,
Upgraded to Baa2 (sf); previously on June 22, 2011 Baa3 (sf)
Placed Under Review for Possible Upgrade;

US$18,500,000 Class B-1L Floating Rate Notes due June 2021,
Upgraded to Ba2 (sf); previously on June 22, 2011 B2 (sf) Placed
Under Review for Possible Upgrade; and

US$12,500,000 Class B-2L Floating Rate Notes due June 2021,
Upgraded to B1 (sf); previously on June 22, 2011 Caa2 (sf) Placed
Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect the consideration of credit improvement
of the underlying portfolio since the last rating action in
September 2009. Based on the latest trustee report dated August 3,
2011, the weighted average rating factor is currently 2294
compared to 2594 in August 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, 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 $477.8 million,
defaulted par of $0, a weighted average default probability of
20.88% (implying a WARF of 2600), a weighted average recovery rate
upon default of 50.2%, and a diversity score of 51. 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.

Trimaran VII CLO Ltd., issued in March 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 June 2011.

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 2013 and
2015 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) 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.

2) 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 the worse of
reported and covenanted values for weighted average rating factor
and diversity score. However, as part of the base case, Moody's
considered spread levels higher than the covenant level due to the
large difference between the reported and covenant levels.


US RMBS: Fitch Downgrades 276 Distressed Bonds to 'Dsf'
-------------------------------------------------------
Fitch Ratings has downgraded 276 distressed bonds in 136 U.S. RMBS
transactions to 'Dsf'.  The downgrades indicate that the bonds
have incurred a principal write-down. Of the bonds downgraded to
'Dsf', 95% were previously rated 'Csf'.  The remaining bonds were
rated 'CCsf' (10 bonds) or 'CCCsf' (three bonds).  The three bonds
that were rated 'CCCsf' were on Rating Watch Negative.  All
ratings below 'Bsf' indicate a default is expected. As part of
this review, the Recovery Ratings of the defaulted bonds were not
revised.  Additionally, the review only focused on the bonds which
defaulted and did not include any other bonds in the affected
transactions.

Of the 276 transactions affected by these downgrades, 51 are
Prime, 44 are Alt-A and 32 are Subprime.  The remaining
transaction types are other sectors.  The majority of the bonds
(49%) have Recovery Ratings of either 'RR2' or 'RR3', which
indicates anywhere from 50%-90% of the outstanding balance is
expected to be recovered, while 46% have a Recovery Rating of
'RR5' or 'RR6' indicating that minimal recovery is expected.

The spreadsheet also details Fitch's assignment of Recovery
Ratings (RRs) to the transactions.  The Recovery Rating scale is
based upon the expected relative recovery characteristics of an
obligation.  For structured finance, Recovery Ratings are designed
to estimate recoveries on a forward-looking basis while taking
into account the time value of money.


ZAIS INVESTMENT: S&P Affirms Rating on Class A-2 Notes at 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1, B-1, and B-2 notes from Zais Investment Grade Ltd. V, a
U.S. collateralized debt obligation (CDO) transaction backed by
corporate CDOs and managed by ZAIS Group LLC. "At the same time,
we removed these ratings from CreditWatch with negative
implications," S&P stated.

"In August 2009, the trustee declared the principal of all the
notes to be immediately due and payable under the terms of
acceleration. In May 2010, we affirmed the ratings on the notes
and removed them from CreditWatch with negative implications.
We placed the these ratings again on CreditWatch with negative
implications in June 2011 because the percentage of defaulted
assets increased to 10.3% from 6.0% as of the March 2010 trustee
report, which we referenced for our May 2010 rating affirmations,"
S&P stated.

"The affirmations reflect the availability of credit support
at the current rating levels. Since the March 2010 trustee
report, the deal has paid down the A-1 notes by approximately
$100 million to 51% of its original balance. The trustee
reported in the Aug. 1, 2011, monthly report that the class A
overcollateralization (O/C) ratio was 105.4%, compared with a
reported ratio of 66.9% in March 2010. Based on the increase in
overcollateralization and strong cash flow performance results,
we believe the transaction has sufficient credit support at the
current rating levels," S&P related.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available to support them and take rating
actions as we deem necessary," S&P continued.

Ratings Affirmed

Zais Investment Grade Ltd. V
                              Rating
Class                   To           From
A-1                     BB (sf)      BB (sf)/Watch Neg
B-1                     CCC (sf)     CCC (sf)/Watch Neg
B-2                     CCC (sf)     CCC (sf)/Watch Neg

Other Rating

Zais Investment Grade Ltd. V

Class                   Rating
A-2                     D (sf)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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On Thursdays, the TCR delivers a list of recently filed
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Each Friday's edition of the TCR includes a review about a book of
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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

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Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***