TCR_Public/111023.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, October 23, 2011, Vol. 15, No. 294

                            Headlines

ABSSPOKE 2005-1: Fitch Withdraws 'Csf' Rating on Notes
ALPINE SECURITIZATION: DBRS Puts 'BB' Rating on Liquidity Facility
APHEX CAPITAL: S&P Puts 'CCC' Ratings on 3 Tranches on Watch Neg
APIDOS CLO: Moody's Assigns 'Ba2' Rating on Class D Notes
APIDOS CLO: S&P Gives 'BB' Rating on Class D Floating-Rate Notes

AVIS BUDGET: Moody's Assigns Rating to Series 2010-6 VFN
BEAR STEARNS: Moody's Affirms C Ratings on 6 Certs. Classes
BEAR STEARNS: Moody's Cuts Rating on Class PH-3 Notes to 'Caa3'
BEAR STEARNS: S&P Lowers Rating on Class D From 'CCC' to 'D'
BRAZOS STUDENT: Fitch Affirms Rating on Series 2003 B-1 at 'BB'

BRAZOS STUDENT: Fitch Holds Rating on Series 2004 B-2 at 'B'
CAMDEN, NJ: Moody's Reviews 'Ba2' Rating for Possible Downgrade
CAPLEASE CDO: Moody's Lowers Cl. C Notes Rating to 'Ba2'
CAPTEC FRANCHISE: Ability to Pass Stress Cues Fitch to Hold Rating
CEDARWOODS CRE: Moody's Lowers Rating of Cl. A-2 Notes to 'B3'

CELERITY CLO: S&P Affirms Rating on Class E Notes at 'CCC-'
CIFC FUNDING II: Moody's Upgrades Rating on Class D Notes to 'Ba2'
CIFC FUNDING III: Moody's Upgrades Rating on Class D Notes to 'B1'
CITIGROUP COMM'L: Moody's Puts Caa2 Rating on G Notes For Review
CORPORATE BACKED: Moody's Lowers Rating of $25-Mil. Notes to 'B2'

CREDIT SUISSE: Fitch Junks Rating on Three Class Certificates
CREDIT SUISSE: S&P Lowers Rating on Class D Certificates to 'D'
CWABS INC: Moody's Cuts Rating on M-3 Certs. Series 2004 to 'B3'
FM LEVERAGED: Moody's Upgrades Rating on US$20MM E Notes to 'Ba3'
G-STAR 2003-3: Moody's Lowers Rating of Class A-2 Notes to 'B2'

G-STAR 2003-3: S&P Gives 'D' Ratings on 2 Classes of Notes
GALAXY CLO: S&P Raises Ratings on 2 Classes of Notes to 'BB+'
GALE FORCE: Moody's Raises Rating on US$20MM Class E Notes to Ba3
GE COMMERCIAL: Moody's Affirms C Ratings on 2 Certs. Classes
GOLDMAN SACHS: Fitch Puts Rating on Two Note Classes at Low-B

GS MORTGAGE: Moody's Assigns 'B2' Rating to Class F Securities
GS MORTGAGE: S&P Affirms Rating on Class P Certificates at 'B-'
GSC CAPITAL: Moody's Upgrades Rating on Class F Notes to 'Ba2'
ICONIX CONVERTIBLE: Moody's Raises Rating of $287.5MM Notes to B1
JFIN CLO: Moody's Raises Class D Notes Rating to 'Ba2'

JP MORGAN CHASE: Moody's Affirms C Ratings on 4 Cert. Classes
JP MORGAN CHASE: Moody's Affirms C Ratings on 8 Cert. Classes
JPMCC 2007-FL1: Moody's Reviews 'Ba1' Rating of Cl. D Notes
KINDER MORGAN: Moody's Reviews Ba1 Rating for Possible Downgrade
LB COMMERCIAL: Moody's Affirms 'C' Rating on Class K Certificates

LB-UBS COMMERCIAL: Moody's Affirms 'C' Rating on Class S Certs.
LB-UBS COMMERCIAL: S&P Cuts 2 Certs. Classes Ratings to 'CCC-'
LEARNING CORP: Moody's Cuts Ratings on 5 Loan Classes to Caa3(sf)
LEGG MASON: Moody's Affirms Cl. C Notes Rating at 'Caa1'
MARIAH RE: S&P Lowers Rating on Series 2010-1 Notes to 'CC'

MERRILL LYNCH: Moody's Affirms 'C' Rating on 3 Note Classes
MI HIGHER EDUCATION: Moody's Confirms B3 Ratings on 6 Bond Classes
MORGAN STANLEY: Fitch Affirm Junk Rating on Class G Notes
MORGAN STANLEY: Fitch Affirm Junk Rating on Eight Note Classes
MORGAN STANLEY: Moody's Affirms Caa3 Rating on Class N Notes

N-45 FIRST: DBRS Upgrades Series 2002-1 Class F Rating to 'BB'
N-45 FIRST: DBRS Upgrades Series 2003-3 Class E Rating From 'BB'
N-45 FIRST: DBRS Upgrades Series 2003-3 Class F Rating From 'B'
N-STAR REAL: S&P Keeps 'CCC+' Rating on Class D Notes on Watch Neg
NAVIGATOR CDO: S&P Raises Ratings on 2 Classes of Notes to 'B-'

PACIFICA CDO: S&P Raises Rating on Class D Notes to 'BB-'
PEACHTREE FRANCHISE: Fitch Affirms Junk Rating on 3 Note Classes
PPLUS TRUST: Moody's Lowers Rating of $42.5-Mil. Notes to 'B2'
PPLUS TRUST: S&P Puts 'BB-' Rating on $42.515-Mil. Certs on Watch
PREFERREDPLUS LMG-1: S&P Ups $125.875-Mil. Certs. Rating to 'BB'

PREFERREDPLUS LMG-2: S&P Raises Rating on $31-Mil. Certs. to 'BB'
RYLAND MTG: Moody's Withdraws 'Ba1' Ratings
SANDS POINT: Moody's Raises Rating on Class D Notes From Ba2
SANTANDER DRIVE: Moody's Assigns 'Ba2' Rating to Class E Notes
SANTANDER DRIVE: S&P Rates Class E Receivables-Backed Notes 'BB'

SAPPHIRE POWER: Moody's Assigns 'Ba2' Rating to $210-Mil. Loans
SOUTH COAST: S&P Lowers Ratings on 2 Classes of Notes to 'B-'
SPRINT CAPITAL: S&P Puts 'BB-' 2 Units Classes Ratings on Watch
SPRINT CAPITAL: S&P Puts 'BB-' Rating on $25-Mil. Certs. on Watch
SPRINT CAPITAL: S&P Puts 'BB-'Rating on $38-Mil. Certs. on Watch

SPRINT CAPITAL: S&P Puts 'BB-' Series 2002-1 Certs Rating on Watch
STRATS TRUST: Moody's Lowers Rating of $38-Mil. Notes to 'B2'
STRUCTURED ENHANCED: Fitch Withdraws Junk Rating on 3 Note Classes
SVG DIAMOND: Fitch Affirms Junk Rating on Two Note Classes
SVG DIAMOND: Fitch Affirms Rating on Two Note Classes at 'Bsf'

TENZING CFO: Improved Coverage Cues Fitch to Hold Low-B Rating
TERRA II: DBRS Confirms Class B3 CDS Rating at 'BB'
VALEO INVESTMENT: S&P Lifts Rating on Class A-2 Notes From 'BB+'
WACHOVIA BANK: Fitch Junks Rating on Two Note Classes
WACHOVIA BANK: Moody's Cuts Rating on Class O Certs. to 'Caa1'

WACHOVIA BANK: S&P Lowers Ratings on 2 Classes to 'CCC-'
XL GROUP: Moody's Rates Series D Preference Shares Issuance 'Ba1'

* Fitch Downgrades 34 Bonds to 'D' as Part of Probe Process
* Moody's Takes Action on 37 Swaps in 31 RMBS Transactions
* S&P Lowers Ratings on 8 Classes of Certificates to 'D'



                            *********

ABSSPOKE 2005-1: Fitch Withdraws 'Csf' Rating on Notes
------------------------------------------------------
Fitch Ratings has downgraded and subsequently withdrawn this
rating on the class of notes issued by ABSpoke 2005-1, Ltd.
(ABSpoke 2005-1):

-- $0 ABSpoke 2005-1 downgraded to 'Dsf' from 'Csf' and
    withdrawn.

The rating actions are a result of the exercise of the Optional
Termination on April 12, 2011.  The note balance had been
completely written down due to realized losses in the portfolio in
March 2011.  Subsequently, the notes did not receive any repayment
at termination.

ABSpoke 2005-1 was a collateralized debt obligation (CDO) that
closed on Feb. 15, 2005.  The transaction was a partially funded,
static synthetic CDO that allowed investors to achieve leveraged
exposure to a diversified portfolio of CDOs, residential mortgage
backed securities, and commercial mortgage backed securities.


ALPINE SECURITIZATION: DBRS Puts 'BB' Rating on Liquidity Facility
------------------------------------------------------------------
DBRS, Inc. (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 $ 7,964,751,992 aggregate liquidity facilities are tranched
as:

  -- $7,617,842,440 rated AAA (sf)
  -- $76,643,216 rated AA (sf)
  -- $42,186,105 rated A (sf)
  -- $58,920,846 rated BBB (sf)
  -- $51,840,978 rated BB (sf)
  -- $50,597,839 rated B (sf)
  -- $66,720,568 unrated (sf)

The ratings are based on June 30, 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.


APHEX CAPITAL: S&P Puts 'CCC' Ratings on 3 Tranches on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 34
tranches from 23 corporate-backed synthetic collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on nine tranches from seven
synthetic CDO transactions backed by commercial mortgage-backed
securities (CMBS) and two tranches from two corporate-backed
synthetic CDO transactions on CreditWatch negative. In addition,
we affirmed four tranches from three corporate-backed synthetic
CDO transactions and removed them from CreditWatch negative," S&P
related.

"The rating actions followed our monthly review of U.S. synthetic
CDO transactions," S&P said.

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 September month-
end run. The two corporate-backed synthetic CDO tranches going on
CreditWatch negative had their supplemental test SROC ratios fall
below 100%. The affirmations reflect sufficient cushion at the
current rating level and an SROC ratio that had risen above 100%.

Rating And CreditWatch Actions

Aphex Capital NSCR 2006-1 Ltd.
                                 Rating
Class                    To                  From
Notes                    B (sf)/Watch Neg    B (sf)

Aphex Capital NSCR 2006-2 Ltd.
                                 Rating
Class                    To                  From
B                        CCC (sf)/Watch Neg  CCC (sf)
C                        CCC (sf)/Watch Neg  CCC (sf)
D                        CCC (sf)/Watch Neg  CCC (sf)

Athenee CDO PLC
EUR1 mil tranche A Hunter Valley CDO II fixed-rate notes due 30
June 2014
series 2007-9
                                 Rating
Class                    To                  From
Tranche A                BB (sf)/Watch Pos   BB (sf)

Athenee CDO PLC
EUR10 mil tranche A Hunter Valley CDO II floating rate notes due
June 30, 2014
series 2007-2
                                 Rating
Class                    To                  From
Tranche A                BB (sf)/Watch Pos   BB (sf)

Athenee CDO PLC
EUR7.5 mil tranche B Hunter Valley CDO II floating rate notes due
June 30,
2017 series 2007-5
                                 Rating
Class                    To                  From
Tranche B                B+ (sf)/Watch Pos   B+ (sf)

Calculus CMBS Resecuritization Trust Series 2006-8
                                 Rating
Class                    To                  From
TrustUnits               B- (sf)/Watch Neg   B- (sf)

Corsair (Jersey) No. 4 Ltd.
Series I
                                 Rating
Class                    To                  From
Def Fx Rt                BB+ (sf)/Watch Pos  BB+ (sf)

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

Credit Default Swap
$500 mil Credit Default Swap - CRA700426
                                 Rating
Class                  To                    From
Swap                   Asrp (sf)/Watch Pos   Asrp (sf)

Credit Default Swap
$500 mil Credit Default Swap - CRA700436
                                 Rating
Class                  To                    From
Swap                   Asrp (sf)/Watch Pos   Asrp (sf)

Credit Default Swap
$950 mil Swap Risk Rating-Portfolio, CDS Reference # 06ML23332A
                                 Rating
Class                 To                     From
06ML23332A            BBBsrp (sf)/Watch Neg  BBBsrp (sf)

Credit Linked Notes Ltd. 2006-1
                                 Rating
Class                    To               From
Notes                    B- (sf)          B- (sf)/Watch Neg

Galena CDO II (Ireland) PLC
Series A-1U10-B
                                 Rating
Class                    To                  From
A-1U10-B                 B+ (sf)/Watch Pos   B+ (sf)

Landgrove Synthetic CDO SPC
Series 2007-2
                                 Rating
Class                    To                  From
A                        B (sf)/Watch Pos    B (sf)

Lorally CDO Ltd. Series 2006-2
                                 Rating
Class                  To                    From
2006-2                 BBB+ (sf)/Watch Pos   BBB+ (sf)

Lorally CDO Ltd. Series 2006-4
                                 Rating
Class                  To                    From
2006-4                 BBB+ (sf)/Watch Pos   BBB+ (sf)

Lorally CDO Ltd. Series 2007-3
                                 Rating
Class                  To                    From
2007-3                 BBB+ (sf)/Watch Pos   BBB+ (sf)

Magnolia Finance II PLC
Series 2006-7A2
                                 Rating
Class                    To                  From
Notes                    AA+ (sf)/Watch Neg  AA+ (sf)

Magnolia Finance II PLC
Series 2006-7B
                                 Rating
Class                    To                  From
Notes                    A+ (sf)/Watch Neg   A+ (sf)

Morgan Stanley ACES SPC
Series 2005-12
                                 Rating
Class                    To                  From
Fltg Rt Nt               B+ (sf)/Watch Pos   B+ (sf)

Morgan Stanley ACES SPC
Series 2007-6
                                 Rating
Class                  To                    From
IIA                    B (sf)/Watch Pos      B (sf)
IIIA                   CCC+ (sf)/Watch Pos   CCC+ (sf)

Morgan Stanley ACES SPC
Series 2007-9
                                 Rating
Class                    To                  From
III                      Bp (sf)/Watch Pos   Bp (sf)

Morgan Stanley ACES SPC
Series 2008-8
                                 Rating
Class                    To                  From
IA                       A (sf)/Watch Pos    A (sf)

Morgan Stanley Managed ACES SPC
Series 2005-1
                                 Rating
Class                    To                  From
Jr Sup Sr                A+ (sf)/Watch Pos   A+ (sf)
I A                      A- (sf)/Watch Pos   A- (sf)
II A                     BB+ (sf)/Watch Pos  BB+ (sf)
II B                     BB+ (sf)/Watch Pos  BB+ (sf)

Morgan Stanley Managed ACES SPC
Series 2006-4
                                 Rating
Class                    To                  From
IA                       A- (sf)/Watch Pos   A- (sf)
IB                       A- (sf)/Watch Pos   A- (sf)
II                       BB+ (sf)/Watch Pos  BB+ (sf)

Morgan Stanley Managed ACES SPC
$75 mil Morgan Stanley Managed ACES SPC (Aviva) Series 2007-12
                                 Rating
Class                    To                  From
IIIA                     B- (sf)/Watch Pos   B- (sf)

Nomura International PLC
$1 bil NSCR 2006-1 Class A-1 Nomura Synthetic CMBS
Resecuritization
                                 Rating
Class                    To                  From
Tranche                  BB- (sf)/Watch Neg  BB- (sf)

Nomura International PLC
$1 bil NSCR 2006-2 2.75%-7% SCDO
                                 Rating
Class                  To                    From
Tranche                Bsrp (sf)/Watch Neg   Bsrp (sf)

Nomura International PLC
$20 mil NSCR 2006-1 Class FL Nomura Synthetic CMBS
Resecuritization
                                 Rating
Class                  To                    From
First Loss             CCC+ (sf)/Watch Neg   CCC+ (sf)

Repacs Trust Series: Bayshore I
                                 Rating
Class                    To                  From
A                        BB- (sf)/Watch Pos  BB- (sf)
B                        B+ (sf)/Watch Pos   B+ (sf)

REVE SPC
EUR15 mil, JPY3 bil, $81 mil REVE SPC Segregated Portfolio of
Dryden XVII Notes
Series 34, 36, 37, 38, 39, & 40
                                 Rating
Class                    To               From
Series 37                B- (sf)          B- (sf)/Watch Neg
Series 40                B (sf)           B (sf)/Watch Neg

REVE SPC
EUR50 mil, JPY3 bil, $154 mil REVE SPC Dryden XVII Notes Series
2007-1
                                 Rating
Class                    To                  From
JSS Ser23                BB+ (sf)/Watch Pos  BB+ (sf)
A Series 4               BB- (sf)/Watch Pos  BB- (sf)
A Series 7               BB- (sf)/Watch Pos  BB- (sf)
A Series 9               BB- (sf)/Watch Pos  BB- (sf)

Rutland Rated Investments
EUR5 mil, $197 mil Dryden XII - IG Synthetic CDO 2006-1
                                 Rating
Class                    To                  From
A1A-$LS                  B+ (sf)/Watch Pos   B+ (sf)
A2-$LS                   CCC (sf)/Watch Pos  CCC (sf)

STARTS (Cayman) Ltd.
Series 2006-5
                                 Rating
Class                    To                  From
A2-D2                    BB+ (sf)/Watch Pos  BB+ (sf)

STEERS Credit Linked Trust, Bespoke Credit Tranche Series 2005-6
                                 Rating
Class                    To                From
Trust Cert               B (sf)            B (sf)


APIDOS CLO: Moody's Assigns 'Ba2' Rating on Class D Notes
---------------------------------------------------------
Moody's Investors Service announced that it has assigned these
ratings to notes issued by Apidos CLO VIII:

US$231,200,000 Class A-1 Senior Secured Floating Rate Notes due
2021 (the "Class A-1 Notes"), Assigned Aaa (sf);

US$13,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2021 (the "Class D Notes", and, together with the Class
A-1 Notes, the "Notes"), Assigned Ba2 (sf).

RATINGS RATIONALE

Moody's rating of the Notes addresses the expected loss posed to
noteholders. The rating reflects the risks due to defaults on the
underlying portfolio of loans, the transaction's legal structure,
and the characteristics of the underlying assets.

Apidos VIII is a managed cash flow CLO. The transaction is
collateralized primarily by broadly syndicated first-lien senior
secured corporate loans. At least 95% of the portfolio must be
invested in senior secured loans or eligible investments and up to
5% of the portfolio may consist of second-lien loans, senior
secured bonds, senior unsecured bonds, senior secured floating
rate notes and unsecured loans. At closing the portfolio is
approximately 90% ramped up and is expected to be fully ramped
within four months thereafter.

Apidos Capital Management, LLC (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer. The Manager may engage in trading activity during the
transaction's three-year reinvestment period, including
discretionary trading. Thereafter, sales of securities that are
equity, defaulted, credit improved, or credit risk are allowed and
purchases of additional collateral obligations are permitted,
subject to certain conditions.

In addition to the Notes rated by Moody's, the Issuer will issue
five other tranches, including one tranche of subordinated notes.
The transaction incorporates both par and interest coverage tests
which, if triggered, divert interest and principal proceeds to pay
down the notes in order of seniority.

For modeling purposes, Moody's used these base-case assumptions:

Par of $350,000,000

Diversity of 55

WARF of 2800

Weighted Average Spread of 3.20%

Weighted Average Recovery Rate of 48.75%

Weighted Average Life of 7.0 years.

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis which was an important
component in determining the rating assigned to the Class A-1 and
Class D Notes. This sensitivity analysis includes increased
default probability relative to the base case.

A summary of the impact of an increase in default probability
expressed in terms of WARF level on the Class A-1 and Class D
Notes (shown in terms of the number of notch difference versus the
base model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Moody's WARF + 15% (3220)

Class A-1 Notes: -1

Class D Notes: -1

Moody's WARF +30% (3640)

Class A-1 Notes: -1

Class D Notes: -1.

The V Score for this transaction is Medium/High. This V Score has
been assigned in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled, "V Scores and Parameter Sensitivities in
the Global Cash Flow CLO Sector," dated July 17, 2009, available
on www.moodys.com.

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.

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


APIDOS CLO: S&P Gives 'BB' Rating on Class D Floating-Rate Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Apidos
CLO VIII/Apidos CLO VIII LLC's $317.6 million floating-rate notes.

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

The ratings reflect S&P's assessment of:

    The credit enhancement provided to the rated notes through the
    subordination of cash flows that are payable to the
    subordinated notes.

    The transaction's credit enhancement, which is sufficient to
    withstand the defaults applicable for the supplemental tests
    (not counting excess spread), and cash flow structure, which
    can withstand the default rate projected by Standard & Poor's
    CDO Evaluator model, as assessed by Standard & Poor's using
    the assumptions and methods outlined in its corporate
    collateralized debt obligation criteria, (see 'Update To
    Global Methodologies And Assumptions For Corporate Cash Flow
    And Synthetic CDOs,' published Sept. 17, 2009).

    The transaction's legal structure, which is expected to be
    bankruptcy remote.

    The diversified collateral portfolio, which consists primarily
    of broadly syndicated speculative-grade senior secured term
    loans.

    The asset manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the rated notes, which we assessed using
    our cash flow analysis and assumptions commensurate with the
    assigned ratings under various interest-rate scenarios,
    including LIBOR ranging from 0.34%-12.30%," S&P related.

    The transaction's overcollateralization and interest coverage
    tests, a failure of which will lead to the diversion of
    interest and principal proceeds to reduce the balance of the
    rated notes outstanding.

             Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at

      http://standardandpoorsdisclosure-17g7.com/1111202.pdf

Ratings Assigned
Apidos CLO VIII/Apidos CLO VIII LLC

Class                   Rating       Amount (mil. $)
A-1                     AAA (sf)               231.2
A-2                     AA (sf)                 35.0
B-1 (deferrable)        A+ (sf)                 17.3
B-2 (deferrable)        A (sf)                   6.8
C (deferrable)          BBB (sf)                14.1
D (deferrable)          BB (sf)                 13.2
Subordinated notes      NR                      34.7

NR -- Not rated.


AVIS BUDGET: Moody's Assigns Rating to Series 2010-6 VFN
--------------------------------------------------------
Moody's Investors Service has assigned the rating of A1(sf) to the
$2,500,000,000 (maximum invested amount) Variable Funding Rental
Car Asset Backed Notes, Series 2010-6 (the Series 2010-6 VFN). The
Series 2010-6 VFN was issued in 2010 by Avis Budget Rental Car
Funding (AESOP) LLC (the Issuer). The Issuer is an indirect
subsidiary of the sponsor, Avis Budget Car Rental, LLC (ABCR).
ABCR is a subsidiary of Avis Budget Group, Inc. (B1 corporate
family rating and probability of default rating/stable outlook).
ABCR is the owner and operator of Avis Rent A Car System, LLC
(Avis) and Budget Rent A Car System, Inc. (Budget).

Unless a rapid amortization event occurs, the Series 2010-6 VFN's
revolving period is scheduled to end on October 11, 2013. It is
followed by an expected amortization period of approximately three
months. The expected final date is February 20, 2014, and the
termination date (or legal final maturity date) is February 20,
2015.

Moody's also said that the issuance of the Series 2010-6 VFN, in
and of itself, will not result in a reduction, withdrawal, or
placement under review for possible downgrade of the ratings
currently assigned to the 'Existing Notes' (defined below) at this
time. Moody's rates thirteen of the Issuer's other transactions:
the Series 2005-2, the Series 2005-4, the Series 2007-2, the
Series 2009-1, the Series 2009-2, the Series 2010-2, the Series
2010-3, the Series 2010-4, the Series 2010-5, the Series 2011-1,
the Series 2011-2, the Series 2011-3 and the Series 2011-5
(collectively the Existing Notes). However, Moody's ratings
address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have
significant effect on yield and/or other payments to investors.
This press release should not be taken to imply that there will be
no adverse consequence for investors since in some cases such
consequences will not impact the rating.

Issuer: Avis Budget Rental Car Funding (AESOP) LLC

$2,500,000,000 Floating Rate Series 2010-6 Variable Funding Rental
Car Asset Backed Notes, Assigned A1(sf)

RATINGS RATIONALE

As further described below, the provisional rating for the Series
2010-6 VFN is based on (1) collateral in the form of rental fleet
vehicles, (2) the presence of ABCR as lessee under operating
leases, (3) minimum liquidity in the form of cash or letters of
credit, (4) the legal structure, and (5) the capabilities and the
expertise of ABCR. The Series 2010-6 VFN was issued under a master
indenture and will generally rank pari passu with the Issuer's
other outstanding series of notes.

The primary assets backing the Issuer's notes are interests in
loans made from the Issuer to two bankruptcy remote, special
purpose wholly-owned subsidiaries of ABCR (the Lessors).

The above mentioned loans are secured by (1) a master operating
lease with ABCR under which ABCR makes monthly payments and (2) a
first priority perfected security interest in vehicles owned by
the Lessors that comprise the bulk of the Avis and Budget daily
rental car fleets.

The Issuer's various note issuances principally fund loans to the
Lessors who in turn use the proceeds to purchase vehicles. The
Lessors lease these vehicles to ABCR, as lessee, under operating
leases. ABCR then subleases the vehicles to Avis and Budget. ABCR,
as lessee, is responsible for lease payments covering, among other
things, interest on the Issuer's notes as well as depreciation on
the vehicles.

The vehicles backing the Issuer's notes include both program
vehicles (acquired vehicles subject to repurchase, or guaranteed a
minimum depreciation or resale value, by the related auto
manufacturer at pre-set prices) and non-program vehicles (acquired
vehicles that do not benefit from such repurchase or guaranteed
depreciation agreements).

The total enhancement requirement for the Series 2010-6 VFN is
dynamic and is determined as the sum of (1) 25.00% for vehicles
subject to a guaranteed depreciation or repurchase program from
eligible manufacturers (program vehicles) rated at least Baa2
(unlimited) or Baa3 (subject to a limit of 10% of the total
securitized fleet by net book value); (2) 40.00% for all other
program vehicles; and (3) 43.00% for non-program (risk) vehicles;
in each case, as a percentage of the outstanding note balance.
Consequently, the actual required amount of credit enhancement
fluctuates based on the mix of vehicles in the securitized fleet.
The transaction also benefits from a credit enhancement floor
equal to 35% off all vehicles measured as a percentage of the
outstanding note balance. Such floor increases to 40% if the
concentration of the top two vehicle manufacturers represented in
the fleet becomes 70%.

As in prior transactions the required total enhancement includes a
minimum portion which is liquid (in cash and/or letter of credit),
sized as percentage of the outstanding note balance, rather than
fleet vehicles. For this transaction, the minimum liquidity
requirement is 4.75% of the Series 2010-6 VFN's outstanding
balance and may be funded once commitments under the facility are
drawn. It is only available to pay a certain portion of the
investors' monthly funding costs owed under the 2010-6 VFN
indenture supplement.

In particular, the required minimum liquidity amount may be drawn
to pay transaction expenses, including the Series 2010-6 VFN's
'Senior Monthly Funding Costs' payable to investors which is
capped at 1-month LIBOR plus 4.25% per annum. At closing, the
transaction benefits from a combination of 1-month LIBOR interest
rate caps with a 4% strike price which cover the Series 2010-6
VFN's maximum invested amount.

Any monthly funding costs payable to the investors in excess of
the Senior Monthly Funding Costs will be designated as 'Contingent
Monthly Funding Costs.' Only amounts in excess of the required
minimum liquidity amount may be released to pay Contingent Monthly
Funding Costs. Moody's rating only addresses the payment of the
Senior Monthly Funding Costs and does not address the payment of
the Contingent Monthly Funding Costs.

Similarly, amounts allocated to the transaction's excess
collection amount will be available to pay accrued and unpaid
Contingent Monthly Funding Costs only if the required minimum
liquidity amount is satisfied (i.e., in formula). Any 'excess'
amounts not needed to pay Contingent Monthly Funding Costs will be
available to be released to the Lessors, if not required by the
Issuer to pay down its other series of notes. The Lessors may use
released funds to buy new vehicles or to make a dividend to the
Lessee.

Once a series specific or program wide amortization event occurs,
principal collections will be no longer allocated to the excess
collection account but will instead be allocated to the
transaction's collection account to pay the Series 2010-6 VFN's
principal. As a result, following an amortization event, the
Series 2010-6 VFNs principal must be fully paid prior to any
Contingent Monthly Funding Costs being paid.

For each month during the controlled amortization period (other
than the first month thereof), mandatory equally sized principal
payments are required to be made to reduce the note balance to
zero by the expected final maturity date. If the Series 2010-6 VFN
is not fully paid by the expected final, all vehicle disposition
proceeds, monthly depreciation payments and other principal
collections, after the Issuer's expenses, received thereafter will
be applied to reduce principal until the Series 2010-6 VFN is
fully paid.

In addition, under the transaction documentation, the indenture
trustee will automatically direct the Issuer to carry out a
limited forced liquidation of vehicles to generate enough
disposition proceeds to pay-off the bondholders at par if the
bonds have not been fully paid by the expected final.

The Series 2010-6 VFN was sold in a privately negotiated
transaction without registration under the Securities Act of 1933
(the Act) under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.

KEY FACTORS IN RATING ANALYSIS

The key factors in Moody's rating analysis include (1) the
probability of default by ABCR, as lessee, (2) the likelihood of a
bankruptcy or default by the auto manufacturers providing vehicles
to the rental car fleet securing the Issuer's outstanding notes,
(3) the composition of the pool's vehicle mix over time and (4)
the realizable value of the portion of the fleet backing the ABS
should fleet liquidation be necessary.

Monte Carlo simulation modeling was used to assess the impact on
bondholders of these variables. Moody's equates the probability of
default of ABCR as lessee to a probability of default rating (PDR)
of B1, based on its parent's B1 PDR. Moody's forward-looking
assumptions about fleet mix relate to the mix by vehicle
manufacturer and the mix between program cars and non-program
cars. These assumptions are driven by a combination of historical
fleet data, current expectations of the sponsor and Moody's
assessment of potential mix volatility or stability. Data is
unavailable on vehicle values in a large scale stressed
liquidation. To address this variability, Moody's applies haircuts
to its projection of vehicle values and make assumptions Moody's
believes to be appropriate about these recovery value haircuts.
Consequently, the rating action is based on limited historical
data.

V-SCORE AND LOSS SENSITIVITY

Moody's V Score. The V Score for this transaction is Medium, which
is the same as the V score assigned for the U.S. Rental Car ABS
sector. The V Score indicates "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. For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
output impact if (a) the current B1 PDR of ABCR's parent was to
immediately decline to B3, Caa1, Caa2 and Caa3 and (b) the assumed
modeled haircuts to estimated depreciated vehicle market values
were increased by 5%, 10% and 15%. Haircuts are expressed as a
percentage of the estimated depreciated market value of the
vehicle collateral. Moody's models potential vehicle collateral
liquidation value by estimating depreciated market value and then
applying haircuts and Moody's uses triangular distributions for
those haircuts (see methodology below). The stresses increase the
base case triangular distribution haircuts by the following
percentage points: 5%, 10% and 15%. For example, if one of the
triangular distribution haircuts in the base case is (5%, 15%,
30%), and this is increased by 5% points, then the resulting
stressed haircut would be a triangular distribution of (10%, 20%,
35%).

Using such assumptions, the A1 initial model-indicated output for
the Series 2010-6 VFN might change as follows: (a) with ABCR's
parent's PDR at B1, the A1 initial note output would remain at A1
under both the base recovery and 5% increase in market value
haircut assumptions but change to A2 and Baa2 with each lower
recovery assumption; (b) with ABCR's parent's PDR at B3, the A1
initial note output would remain at A1 under both the base
recovery and 5% increase in market value haircut assumptions but
change to A3 and Ba1 with each lower recovery assumption; (c) with
ABCR's parent's PDR at Caa1, the A1 initial note output would
remain at A1 under both the base recovery and 5% increase in
market value haircut assumptions but change to Baa1 and Ba1 with
each lower recovery assumption; (d) with ABCR's parent's PDR at
Caa2, the A1 initial note output would remain at A1 under both the
base recovery and 5% increase in market value haircut assumptions
but change to Baa2 and Ba2 with each lower recovery assumption;
and (e) with ABCR's parent's PDR at Caa3, the A1 initial note
output would remain at A1 under the base recovery but change to
A2, Baa3 and B2 with each lower recovery assumption.

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 RATING METHODOLOGY

The principal methodology used in this rating was "Moody's Global
Approach to Rating Rental Car ABS and Rental Truck ABS," published
in July 2011. Consistent with Moody's methodology, for this
transaction Moody's assumes a purchase price for program which is
10% below MSRP, to give credit to the volume discounts typically
achieved by rental car companies. Moody's also assumes the
discount for non-program (risk) vehicles is 15% to reflect both
the terms required under the transaction documentation and
historic performance. Also Moody's notes that the market value
haircuts applied to the vehicles (i.e., the base haircut and the
additional manufacturer haircut) are the same as the indicative
haircuts presented in Moody's methodology.


BEAR STEARNS: Moody's Affirms C Ratings on 6 Certs. Classes
-----------------------------------------------------------
Moody's Investors Service affirmed these ratings of 18 CMBS
classes of Bear Stearns Commercial Mortgage Securities Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-PWR8:

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4FL, Affirmed at Aaa (sf); previously on Jul 13, 2005
Assigned Aaa (sf)

Cl. A-J, Affirmed at A3 (sf); previously on Nov 17, 2010
Downgraded to A3 (sf)

Cl. B, Affirmed at Baa2 (sf); previously on Nov 17, 2010
Downgraded to Baa2 (sf)

Cl. C, Affirmed at Ba1 (sf); previously on Nov 17, 2010 Downgraded
to Ba1 (sf)

Cl. D, Affirmed at B3 (sf); previously on Nov 17, 2010 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Nov 17, 2010
Downgraded to Caa1 (sf)

Cl. F, Affirmed at Ca (sf); previously on Nov 17, 2010 Downgraded
to Ca (sf)

Cl. G, Affirmed at C (sf); previously on Nov 17, 2010 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Nov 17, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Nov 17, 2010 Downgraded
to C (sf)

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

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

Cl. M, Affirmed at C (sf); previously on Nov 17, 2010 Downgraded
to C (sf)

Cl. X-1, Affirmed at Aaa (sf); previously on Jul 22, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Jul 22, 2005
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 our 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
5.3% of the current balance compared to 5.6% at last review.
Moody's stressed scenario loss is 11.8% 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. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

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 our 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 40 compared to 43 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 November 17, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the October 11, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 13% to $1.5 billion
from $1.8 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
26% of the pool. Eight loans, representing 9% of the pool, have
defeased and are collateralized with U.S. Government securities.
There are three loans, representing 5% of the pool, with
investment grade credit estimates.

Sixty-six loans, representing 25% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Seven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $28.6 million (47% loss severity
overall). Currently six loans, representing 4% of the pool, are in
special servicing. The six specially serviced loans are secured by
a mix of office and retail properties. The master servicer has
recognized an aggregate $22.8 million appraisal reduction for five
of the specially serviced loans. Moody's has estimated an
aggregate $27.9 million loss (50% expected loss on average) for
the specially serviced loans.

Moody's has assumed a high default probability for 13 poorly
performing loans representing 7% of the pool and has estimated a
$21.3 million loss (19% expected loss based on a 38% probability
default) from these troubled loans.

Based on the most recent remittance statement, Classes H through
Q have experienced cumulative interest shortfalls totaling
$1.6 million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal entitlement reductions (ASERs) and extraordinary trust
expenses.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 94% and 70% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 91% compared to 93% at last review. Moody's net
cash flow reflects a weighted average haircut of 11% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9%.

Moody's actual and stressed DSCRs are 1.46X and 1.16X,
respectively, compared to 1.42X and 1.11X at securitization.
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 Lock Up Storage
Centers Portfolio Loan ($52.5 million -- 3.4% of the pool), which
is secured by 14 self storage facilities located in Illinois (10
properties), Florida (2) and New Jersey (2). The portfolio
originally contained 15 properties, but one property was released
in February 2007. The loan was interest only for the first five
years and now amortizes on a 30-year schedule. Performance has
improved since last review. Moody's current credit estimate and
stressed DSCR are A1 and 1.94X, respectively, compared to A2 and
1.81X at last review.

The other two loans with credit estimate ratings represent less
than 2% of the pool. The JL Holdings - Burger King Portfolio A-
Note ($13.1 million - 0.9% of the pool) is secured by 90 stand-
alone Burger King restaurants located in four states. The loan
represents a 50% pari-passu interest in a $26.2 million loan and
is also encumbered by a B Note that is held outside of the trust.
Moody's current credit estimate and stressed DSCR are Aa3 and
2.80X, respectively, compared to A2 and 2.75X at last review. The
Glendale Plaza Loan ($11.2 million - 0.7% of the pool) is secured
by a 121,400 square foot (SF) retail center located in Wilmington,
Delaware. Performance has been stable. Moody's current credit
estimate and stressed DSCR are Baa3 and 1.45X, respectively,
compared to Baa3 and 1.44X at last review.

The top three performing conduit loans represent 17% of the
pool balance. The largest loan is the One MetroTech Center Loan
($169.9 million -- 11.1% of the pool), which is secured by a
933,011 SF Class A office building located in Brooklyn, New York.
The property was 91% leased as of July 2011 compared to 87% at
last review. Property performance has improved since last review
due to an increase in occupancy and base rent. Moody's LTV and
stressed DSCR are 88% and 1.07X, respectively, compared to 94% and
1.01X at last review.

The second largest loan is the Park Place Loan ($50.9 million --
3.3% of the pool), which is secured by a four building office
complex totaling 351,673 SF located in Florham Park, New Jersey.
The property was 94% leased as of July 2011, similar to last
review. This loan is interest only for its entire ten year term.
Property performance has been stable. Moody's LTV and stressed
DSCR are 83% and 1.24X, respectively, compared to 84% and 1.22X at
last review.

The third largest loan is the Ballston Office Center Loan
($45.1 million -- 2.9% of the pool), which is secured by a 178,452
SF office building located in Arlington, Virginia. The property
has been 100% leased since securitization to three tenants: US
Coast Guard (77% of the net rentable area (NRA), various lease
expirations through 2016); Better Business Bureau (12% of the NRA,
lease expiration in November 2013) and Global Knowledge (9% of the
NRA, lease expiration in August 2012). Performance has been
stable. Moody's LTV and stressed DSCR are 100% and 0.97X,
respectively, compared to 110% and 0.88X at last review.


BEAR STEARNS: Moody's Cuts Rating on Class PH-3 Notes to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two pooled
classes and five non-pooled, or rake, classes, downgraded the
ratings of three non-pooled classes and affirmed the ratings of 14
classes, including 11 pooled classes of Bear Stearns Commercial
Mortgage Securities Inc. Commercial Pass-Through Certificates,
Series 2007-BBA8 as:

Cl. A-2, Affirmed at Aaa (sf); previously on Apr 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aa1 (sf); previously on Dec 3, 2009 Downgraded
to Aa2 (sf)

Cl. C, Upgraded to Aa3 (sf); previously on Dec 3, 2009 Downgraded
to A1 (sf)

Cl. D, Affirmed at A3 (sf); previously on Dec 3, 2009 Downgraded
to A3 (sf)

Cl. E, Affirmed at Baa2 (sf); previously on Dec 3, 2009
Downgraded to Baa2 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Dec 3, 2009 Downgraded
to Ba1 (sf)

Cl. G, Affirmed at Ba3 (sf); previously on Dec 3, 2009 Downgraded
to Ba3 (sf)

Cl. H, Affirmed at B1 (sf); previously on Dec 3, 2009 Downgraded
to B1 (sf)

Cl. J, Affirmed at B3 (sf); previously on Dec 9, 2010 Downgraded
to B3 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Dec 9, 2010
Downgraded to Caa2 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Dec 9, 2010
Downgraded to Caa3 (sf)

Cl. X-1B, Affirmed at Aaa (sf); previously on Apr 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Apr 26, 2007
Definitive Rating Assigned Aaa (sf)

Cl. MS-X, Affirmed at Aaa (sf); previously on Apr 16, 2008
Upgraded to Aaa (sf)

Cl. MS-1, Affirmed at Aaa (sf); previously on Apr 16, 2008
Upgraded to Aaa (sf)

Cl. MS-2, Affirmed at Aaa (sf); previously on Apr 16, 2008
Upgraded to Aaa (sf)

Cl. MS-3, Upgraded to Aaa (sf); previously on Apr 16, 2008
Upgraded to Aa1 (sf)

Cl. MS-4, Upgraded to Aa2 (sf); previously on Dec 3, 2009
Downgraded to A3 (sf)

Cl. MS-5, Upgraded to A2 (sf); previously on Dec 3, 2009
Downgraded to Baa3 (sf)

Cl. MS-6, Upgraded to Ba1 (sf); previously on Dec 3, 2009
Downgraded to Ba3 (sf)

Cl. MS-7, Upgraded to Ba2 (sf); previously on Dec 3, 2009
Downgraded to B1 (sf)

Cl. PH-1, Downgraded to Caa2 (sf); previously on Dec 3, 2009
Downgraded to B2 (sf)

Cl. PH-2, Downgraded to Caa2 (sf); previously on Dec 3, 2009
Downgraded to B3 (sf)

Cl. PH-3, Downgraded to Caa3 (sf); previously on Dec 3, 2009
Downgraded to Caa1 (sf)

RATINGS RATIONALE

The upgrades of the pooled classes were due to the increase in
credit support that resulted from the pay off of two loans since
Moody's last review, the 980 Madison Avenue Loan ($80.0 million)
and the Carr America Portfolio Loan ($13.5 million), as well as
the pay off of the pooled balance of the MeriStar Portfolio Loan
($47.9 million). In addition, it was reported that the University
Village Towers Loan ($20 million) paid off on September 21, 2011
after the September 15, 2011 remittance report. The upgrades of
the non-pooled classes (MS-3, MS-4, MS-5, MS-6 and MS-7) were due
to the pay down of the loan balance and the improved performance
of the MeriStar Portfolio Loan. The downgrades of the non-pooled
classes (PH-1, PH-2 and PH-3) were due to the deterioration in
performance of the Prime Hospitality Portfolio Loan. The
affirmations were due to key parameters, including Moody's loan
to value (LTV) ratio remaining within an acceptable range.
Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the
previous review. Even so, deviation from the expected range will
not necessarily result in a rating action. There may be mitigating
or offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses. This action concludes Moody's review of this
transaction.

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 CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.2. 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 review is
summarized in a press release dated December 9, 2010.

DEAL PERFORMANCE

As of the September 15, 2011 Payment Date, the transaction's
aggregate certificate balance has decreased 58% to $731.6 million
from $1.8 billion at securitization. The certificates are
collateralized by ten mortgage loans ranging in size from 18% to
3%, with the top two loans representing 36% of the pooled balance.
Moody's weighted average pooled loan to value (LTV) ratio is 95%,
compared to 85% at last review. Moody's stressed debt service
coverage ratio (DSCR) is 1.21x, compared to 1.55x at last review.
The pool has incurred both $37,856 in cumulative bond losses and
$16,483 in interest shortfalls, affecting Class L.

There are currently two loans (20% of the pooled balance) in
special servicing, the Westcore Colorado Portfolio Loan and the
One Riverwalk Place Loan. A third loan, the University Village
Towers Loan, that was in special servicing at the time of the
Payment Date paid off in full on September 21, 2011. The Westcore
Colorado Portfolio Loan ($80.2 million - 17% of the pooled
balance) is secured by 14 office and office/R&D properties located
in the Denver MSA. Since securitization two properties were
released from the mortgage lien, both located in Colorado Springs,
Colorado. The loan was transferred to special servicing in July
2011 due to imminent default. As of March 2011 the portfolio was
88% leased, compared to 89% at securitization. The $152.5 million
whole loan includes $72.3 million in non-trust junior debt.
Moody's LTV ratio is 91%, the same as at last review. Moody's
current credit estimate is B3, the same as last review.
The second loan in special servicing is the One Riverwalk Place
Loan ($13.3 million -- 3% of the pooled balance) which is secured
by a 261,431 square foot office building located in San Antonio,
Texas. The $23.3 million whole loan includes a $10.0 million in
non-trust junior debt. The loan was transferred to special
servicing in March 2010. The loan maturity has been extended to
July 2012 with one 1-year extension option. Loan modification
terms include monthly pay downs to the Trust note to the extent
that excess cash flow is available. There will be $3.5 million in
future advances available from the junior participant for future
tenant improvements and leasing commissions. Moody's LTV ratio is
87%, compared to 91% at last review. Moody's current credit
estimate is B2, compared to B3 at last review.

The loan with the largest trust balance is the MeriStar Portfolio
Loan ($216.5 million non-pooled balance -- 30% of the total trust
balance) which is secured by cross-collateralized and cross-
defaulted mortgages on ten full-service hotel properties
containing a total of 3,570 rooms. Franchises include
Marriott (3 hotels), Hilton (4 hotels, including three
Doubletrees), Sheraton (1 hotel), Ritz Carlton (1 hotel)
and one independent hotel, the Georgetown Inn, Washington,
DC. The loan has paid down 74% since securitization when
there were 35 hotel properties in the portfolio. The loan
was modified in December 2010. Significant features of the
modification include an extension of the loan maturity date
to May 2013, a $20.0 million pay down of the first mortgage
principal balance that was applied sequentially to senior bond
holders, contractual amortization and a payoff of approximately
$89.2 million of the mezzanine debt. The $216.5 million whole
loan secures non-pooled certificate Classes MS-X, MS-1, MS-2,
MS-3, MS-4 and MS-5. There is also approximately $135 million
of mezzanine debt. Revenue per available room (RevPAR) for the
trailing 12-month period ending in August 2011 increased 14% to
$97 from Moody's RevPAR of $85 at last review. Year-to-Date
through August 2011 RevPAR increased 9% to $99 from $91 in the
same period in 2010. Moody's LTV ratio for the whole loan is 77%,
compared to 82% at last review. Moody's credit estimate for the
non-pooled component is Ba2, compared to B1 at last review.
The Ashford MIP Portfolio Loan ($92.2 million -- 19% or the pooled
balance) is secured by five full-service hotels with a total of
1,447 rooms. The hotels include two Embassy Suites located in
Philadelphia, Pennsylvania and Walnut Creek, California; two
Sheratons located in Anchorage, Alaska and San Diego, California;
and one Hilton located in Minneapolis, Minnesota. One property,
the Sheraton Iowa City, was released from the mortgage lien
since securitization. The $203.4 million whole note includes a
$111.2 million non-trust junior component. Portfolio revenue per
available room (RevPAR) for the year-to-date period ending June
2011 increased 8% to $93 from $86 in the year-to-date period in
the prior year. Moody's LTV ratio is 87%, compared to 91% at last
review. Moody's current credit estimate is B2, compared to B3 at
last review.

The Prime Hospitality Loan ($88.8 million -- 18% of the pooled
balance) is secured by cross-collateralized and cross-defaulted
mortgages on two full-service and 11 limited-service hotels with a
total of 1,814 rooms. The two full-service hotels are flagged by
Hilton and are located in Hasbrouck Heights, New Jersey (355
rooms) and Saratoga Springs, New York (240 rooms). The remaining
11 hotels include nine La Quinta Inn & Suites and two La Quinta
Inns. Since securitization four of the original 17 hotels in the
portfolio were released. The loan was transferred to special
servicing in March 2011 due to imminent default. A loan
modification was executed in May 2011 that extended the loan term
to May 2012 with one 12-month extension option, Additionally, the
loan was paid down by $13.1 million and there will be minimum
amortization of $5.0 million per year. The loan has been returned
to the master servicer. Portfolio revenue per available room
(RevPAR) for the trailing 12-month period ending March 2011
increased 3% to $62 from $60 in the prior year. For the first
three months of 2011 RevPAR decreased 0.6%. The whole loan balance
of $127.2 million includes $14.7 million in non-pooled trust debt,
certificate Classes PH-1, PH-2 and PH-3, and a $23.7 million in
non-trust junior component. There is also $11.5 million in
mezzanine debt. Moody's LTV ratio for the pooled debt is over
100%. Moody's current credit estimate is Caa2, compared to B1 at
last review.


BEAR STEARNS: S&P Lowers Rating on Class D From 'CCC' to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class D
from Bear Stearns Commercial Mortgage Securities Inc.'s series
1999-CLF1 (BSCMS 1999-CLF1) and class D-2 from CDO Repack SPC Ltd.
to 'D (sf)' from 'CCC (sf)'. "Concurrently, we affirmed our
ratings on six other classes from the same transactions," S&P
related.

The downgrades are due to $1.4 million principal losses
sustained by each tranche, which were detailed in the Sept. 21,
2011 trustee remittance reports for the transactions. The sole
source of cash flow for the CDO Repack SPC Ltd. D-1 and D-2
classes comes from the class D certificates from BSCMS 1999-CLF1.
The principal losses are associated with the liquidation of a
property formerly occupied by Circuit City. Each transaction
experienced $2.2 million in principal losses this period, of
which $1.4 million was allocated to the classes.

"The affirmations reflect credit enhancement that adequately
supports the existing ratings based upon our analysis of each
transaction primarily using our credit tenant lease (CTL)
criteria. The BSCMS 1999-CLF1 class A certificates also receive
additional credit enhancement from a financial guarantee insurance
policy issued by MBIA Insurance Corp. (B/Negative/--), which
guarantees timely payment of principal and interest. Standard &
Poor's analysis and rating on the BSCMS 1999-CLF1 class A
certificates do not take into consideration the MBIA financial
guarantee insurance policy. We affirmed our 'AAA (sf)' rating on
the class X interest-only (IO) certificate based on our current
criteria," S&P related.

As of the Sept. 21, 2011, distribution date, BSCMS 1999-CLF1's
aggregate principal pool balance was $204.6 million, or 53%
of the balance at issuance. The collateral pool consisted of
138 credit-tenant-lease (CTL) loans, three of which are defeased
($3.8 million, 2%), down from 171 loans at issuance. The pool
consists of retail (78%), office (18%), and lodging (2%)
properties with a significant concentration in drugstore retail
($63.0 million, 31%). Fully amortizing loans account for 65% of
the pool, or 121 loans, while the remaining 17 loans (35%) are
amortizing loans with a balloon payment.

Of the 17 loans with a balloon payment, three are extended
amortization loans insured by a wholly owned insurance subsidiary
of Berkshire Hathaway Inc. ('AA+/Negative'), in the event that the
borrowers default on their obligations to pay monthly principal
and interest should the respective tenants not renew their leases.
For the remaining 14 loans in BSCMS 1999-CLF1, residual value
insurance provided by R.V.I. America Insurance Co. (BBB/Stable/--)
and Financial Structures Ltd., a subsidiary of Royal Indemnity Co.
(not rated), mitigate balloon risk.

Bondable CTLs support seven loans ($31.0 million, 15%), while 128
loans ($169.8 million, 83%) have triple- and double-net CTLs
supplemented by lease enhancement policies provided by Lexington
Insurance Co. (A/Stable/--) or Chubb Custom Insurance Co.
(AA/Stable/--).

The top five tenants constitute 56.2% of the pool: Rite Aid
Corp. (14.8%, B-/Stable/--), Koninklijke Ahold N.V. (14.5%,
BBB/Stable/A-2), The U.S. Postal Service (10.9%), CVS Caremark
Corp. (8.7%, BBB+/Stable/A-2), and Walgreen Co. (7.3%, A/Stable/A-
1). The Rite Aid loans include properties formerly occupied
by Eckerd Corp., which serve as collateral for nine loans
($14.0 million, 6.9%).

Midland Loan Services Inc. (Midland), the master and special
servicer for BSCMS 1999-CLF1, reported four specially serviced
loans ($1.1 million, 1%) and five loans ($17.5 million, 9%) on
its watchlist. All four of the loans with the special servicer
are secured by properties occupied by the U.S. Postal Service.
Three of the four loans are 90-plus-days delinquent and one is
real estate owned (REO). All of loans were transferred to
special servicing due to payment default. Midland has indicated
that none of the properties occupied by the U.S Postal Service
collateralized in this transaction are currently scheduled to be
closed following the U.S. Postal Service's announcement that it
plans to close retail locations due to falling revenues.

The largest loan ($5.7 million, 3%) on the BSCMS 1999-CLF1
watchlist is secured by a retail property in Gorham, N.H., which
is 100% leased to Supervalu. The loan is on the master servicer's
watchlist because the property is 100% vacant. The remaining loans
on the watchlist are loans with lease obligations to Accor,
Koninklijke Ahold N.V., Rite Aid Corp., and Nash Finch Co. These
loans are on the watchlist because of either low reported DSC
ratios or because the tenants have vacated the property.

Standard & Poor's revalued or stressed various loans in its
analysis of the CTL pool, and reviewed the resultant credit
enhancement levels in conjunction with the levels determined by
its CTL model. "Our analysis is consistent with the lowered and
affirmed ratings," S&P said.

Ratings Lowered

Bear Stearns Commercial Mortgage Securities Inc.
Corporate leased-backed certificates series 1999-CLF1

           Rating
Class   To         From             Credit enhancement (%)
D       D (sf)     CCC (sf)                           0.00

CDO Repack SPC Ltd.
BSCMS 1999-CLF1 class D notes due 2030
             Rating
Class   To         From             Credit enhancement (%)
D-2     D (sf)     CCC (sf)                            N/A

Ratings Affirmed

Bear Stearns Commercial Mortgage Securities Inc.
Corporate leased-backed certificates series 1999-CFL1

Class    Rating          Credit enhancement (%)
A-3      AAA (sf)                        26.93*
A-4      AAA (sf)                        26.93*
B        AAA (sf)                         18.98
C        A+ (sf)                          11.50
X        AAA (sf)                           N/A

CDO Repack SPC Ltd.
BSCMS 1999-CLF1 class D notes due 2030

Class   Rating           Credit enhancement (%)
D-1     BBB- (sf)                         62.06

*Does not reflect financial guarantee insurance policy issued by
MBIA Insurance Corp.

N/A -- Not applicable.


BRAZOS STUDENT: Fitch Affirms Rating on Series 2003 B-1 at 'BB'
---------------------------------------------------------------
Fitch Ratings affirms the 'AAA' ratings of the senior notes and
the 'BB' ratings of the subordinate notes issued by Brazos Student
Finance Corp.-2003 Indenture Trust.  The Stable Outlook is
maintained on the senior notes.  A Positive Outlook is assigned to
the subordinate notes.

The affirmations of the senior and subordinate notes are based on
sufficient level of enhancement in the trust, consisting of any
combination of subordination, overcollateralization, and projected
minimum excess spread to cover the applicable risk factor
stresses.

The Stable Outlook is maintained for the senior notes due to the
high parity level, currently 128.94%.  The subordinate note is
assigned a Positive Outlook primarily due to the trust's ability
to continue to generate positive excess spread to build total
parity up to its cash release level of 103%.  Over the past year,
total parity has increased from 100.85% to 101.62%.

For the portion of each trust that is backed by private student
loans, Fitch conducted a review of the collateral performance that
involved the calculation of loss coverage multiples based on the
most recent data. A projected net loss amount was compared to
available credit enhancement to determine the loss multiples.
Fitch used proxy historical vintage loss data to form a loss
timing curve.  After giving credit for seasoning of loans in
repayment, Fitch applied the current cumulative gross loss level
to this loss timing curve to derive the expected gross losses over
the remaining life for each trust.  A recovery rate was applied,
which was determined to be appropriate based on the latest data
provided by the issuer.  In addition, Fitch assumed excess spread
to be the lesser of the current annualized excess spread, the
average historical excess spread, and the most recent 12-month
average excess spread, and applied that same rate over the
remaining life.

Fitch has taken these rating actions:

Brazos Student Finance Corp. Amended and Restated 2003 Indenture
Trust

  -- Series 2003 A-3 affirmed at 'AAA'; Outlook Stable;
  -- Series 2003 A-4 affirmed at 'AAA'; Outlook Stable;
  -- Series 2003 B-1 affirmed at 'BB'; Outlook to Positive from
     Stable.


BRAZOS STUDENT: Fitch Holds Rating on Series 2004 B-2 at 'B'
------------------------------------------------------------
Fitch Ratings affirms the 'AAA' and 'B' ratings of the senior and
subordinate notes issued by Brazos Student Finance Corp. -2001
Indenture Trust.  The Stable Outlook is maintained on the senior
notes.  An Negative Outlook has been assigned to the subordinate
notes, due to the trust's inability to increase parity up to at
least 100%.

The affirmations of the senior and subordinate notes are based on
the sufficient level of enhancement in the trust, consisting of
any combination of subordination, overcollateralization, and
projected minimum excess spread to cover the applicable risk
factor stresses.

The Stable Outlook is maintained for the senior notes primarily
due to consistent increases in senior parity to 150.55% (as of the
June 2011 servicing report).  The subordinate notes are assigned a
Negative Outlook due to concern that total parity is still below
100%.  Although the parity has been increasing slowly over the
last few quarters, it is unlikely the total parity will reach 100%
within the next two years.

For the portion of each trust backed by private student loans,
Fitch conducted a review of the collateral performance that
involved the calculation of loss coverage multiples based on the
most recent data.  A projected net loss amount was compared to
available credit enhancement to determine the loss multiples.
Fitch used proxy historical vintage loss data to form a loss
timing curve.  After giving credit for seasoning of loans in
repayment, Fitch applied the current cumulative gross loss level
to this loss timing curve to derive the expected gross losses over
the remaining life for each trust.  A recovery rate was applied,
which was determined to be appropriate based on the latest data
provided by the issuer.  In addition, Fitch assumed excess spread
to be the lesser of the current annualized excess spread, the
average historical excess spread, and the most recent 12-month
average excess spread, and applied that same rate over the
remaining life.

Fitch has taken these rating actions:

Brazos Student Finance Corp. Amended and Restated 2001 Indenture
Trust

  -- Series 2004 A-6 affirmed at 'AAA'; Outlook Stable;
  -- Series 2004 A-7 affirmed at 'AAA'; Outlook Stable;
  -- Series 2004 A-8 affirmed at 'AAA'; Outlook Stable;
  -- Series 2004 B-1 affirmed at 'B';; Outlook to Negative from
     Stable;
  -- Series 2004 B-2 affirmed at 'B'; Outlook to Negative from
     Stable.


CAMDEN, NJ: Moody's Reviews 'Ba2' Rating for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service has maintained these ratings under
review for possible downgrade: the Ba2 rating of the City of
Camden's (NJ) $3 million of outstanding general obligation bonds,
the A2 rating of the City of East Orange City's (NJ) $87 million
of outstanding general obligation bonds, the A1 rating of the City
of Passaic's (NJ) $16 million of outstanding general obligation
bonds, the Baa1 rating of the City of Paterson's (NJ) $45 million
of outstanding general obligation bonds, the A3 rating of the City
of Trenton's (NJ) $374 million of outstanding general obligation
bonds and the A3 rating of the City of Union's (NJ) $78 million
outstanding general obligation bonds.

Summary Rating Rationale

"We are continuing to review the potential financial implications
for these New Jersey cities of the loss of Transitional Aid from
the Fiscal 2012 state budget. We are also reviewing the
possibility that state legislative actions, which may occur in
November and could restore all or some of this aid in the near-
term. A bill, which will likely be heard by the legislature in the
coming month, could reinstate aid. We will monitor this
legislation as well as any adverse liquidity effect on issuers
that could result from a possible delay in receiving aid," Moody's
says.  The ratings were placed under review for possible downgrade
on July 12, 2011.

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CAPLEASE CDO: Moody's Lowers Cl. C Notes Rating to 'Ba2'
--------------------------------------------------------
Moody's has downgraded the ratings of three classes and
affirmed the ratings of two classes of Notes issued by Caplease
CDO 2005-1, Ltd. due to deterioration in the underlying collateral
as evidenced by the increase in Moody's weighted average rating
factor (WARF) and decrease in weighted average recovery rate
(WARR). 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 and collateralized loan obligation (CRE CDO CLO)
transactions.

Moody's rating action:

Cl. A, Affirmed at Aa2 (sf); previously on Dec 1, 2010 Downgraded
to Aa2 (sf)

Cl. B, Affirmed at Baa1 (sf); previously on Dec 1, 2010 Downgraded
to Baa1 (sf)

Cl. C, Downgraded to Ba2 (sf); previously on Dec 1, 2010
Downgraded to Ba1 (sf)

Cl. D, Downgraded to B3 (sf); previously on Dec 1, 2010 Downgraded
to Ba2 (sf)

Cl. E, Downgraded to Caa1 (sf); previously on Dec 1, 2010
Downgraded to Ba3 (sf)

RATINGS RATIONALE

Caplease CDO 2005-1, Ltd. is a static (the reinvestment period
ended in October 2009) CRE CDO transaction backed by a portfolio
of credit tenant lease (CTL) loans (71.5% of the pool balance),
commercial mortgage backed securities

(CMBS) (21.0%), and corporate credit notes (CCN) (7.5%). As of the
September 30, 2011 Trustee report, the aggregate Note balance of
the transaction, including preferred shares, has decreased to
$240.1 million from $300 million at issuance, with the paydown
directed to the Class A Notes, as a result of amortization of the
underlying collateral and the sale of Credit Risk Securities.
There is currently $59.4 million of cash in the transaction.

There in one asset with a par balance of $4.0 million (2.2% of the
current pool balance) that is considered a Defaulted Security as
of the September 30, 2011 Trustee report. Moody's expects moderate
losses to occur from the Defaulted Security once it is 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 completed 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 1,627 compared to 787 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (9.8% compared to 8.9% at last review), A1-A3
(9.7% compared to 8.9% at last review), Baa1-Baa3 (47.7% compared
to 53.2% at last review), Ba1-Ba3 (8.1% compared to 19.8% at last
review), B1-B3 (9.6% compared to 10.3% at last review), and Caa1-C
(15.1% compared to 0.0% 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 7.8 years compared
to 9.0 years as 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
36.2% compared to 39.1% 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 9.5% compared to 17.7% at last review.

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
36.2% to 26.2% or up to 46.2% would result in average rating
movement on the rated tranches of 1 to 3 notches downward and 0 to
3 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.


CAPTEC FRANCHISE: Ability to Pass Stress Cues Fitch to Hold Rating
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on the outstanding
Captec Franchise Receivables Trusts:

Series 1996-A

  -- Class A affirmed at 'CCsf'; Recovery Rating revised to 'RR1'
     from 'RR2';

  -- Class B affirmed at 'Csf'; Recovery Rating revised to 'RR6'
     from 'RR5'.

Series 1998-1

  -- Class A-3 affirmed at 'BBsf'; Outlook Stable;
  -- Class B affirmed at 'CCCsf'; Recovery Rating revised to 'RR2'
     from 'RR3';
  -- Class C affirmed at 'Dsf'; Recovery Rating revised to 'RR6'
     from 'RR5'.

Series 2000-1

  -- Class A-2 affirmed at 'BBBsf'; Outlook Negative;
  -- Class B downgraded to 'CCCsf/RR1' from 'Bsf';
  -- Class C affirmed at 'Dsf'; Recovery Rating revised to 'RR3'
     from 'RR4';
  -- Class D affirmed at 'Dsf/RR6';
  -- Class E affirmed at 'Dsf/RR6';
  -- Class F affirmed at 'Dsf/RR6'.

Prior to the rating actions these classes were on Rating Watch
Negative:

  -- Series 1996-A: Classes A and B;
  -- Series 1998-1: Classes A-3 and B;
  -- Series 2000-1: Classes A-2 and B.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
Additionally, recovery prospects for the distressed notes have
changed, leading to a revision of the Recovery Ratings.  For
additional detail, please refer to Fitch's 'Criteria for
Structured Finance Recovery Ratings' dated July 12, 2011.

The downgrade of the class B notes in series 2000-1 reflects the
recent accumulation of unpaid interest and Fitch's view that the
likelihood of future default has increased.

The Stable Outlook assigned to class A-3 in series 1998-1 reflects
Fitch's view that the current rating is not expected to change
within the next 12-24 months, based on recent performance trends
and available credit enhancement.

The Negative Outlook assigned to class A-2 in series 2000-1
reflects that in light of the current ratings, Fitch remains
concerned about the growing obligor concentrations.  This
indicates potential for a negative rating action over the next 12-
24 months.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


CEDARWOODS CRE: Moody's Lowers Rating of Cl. A-2 Notes to 'B3'
--------------------------------------------------------------
Moody's has downgraded the ratings of six classes of Notes
issued by Cedarwoods CRE CDO II, Ltd. due to deterioration in
the underlying collateral as evidenced by recent failure of
certain par value tests and migration in the credit distribution.
In addition Moody's places all classes on review for possible
downgrade due to a notice received by the Trustee in September
2011, outlining a dispute between the controlling classholder
representative and the Collateral Manager regarding a potential
event of default on the Trust. The rating action is the result
of Moody's on-going surveillance of commercial real estate
collateralized debt obligation and re-remic (CRE CDO Re-Remic)
transactions.

Moody's rating action:

Cl. A-1, Downgraded to Baa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to A2
(sf)

Cl. A-2, Downgraded to B3 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to Ba1
(sf)

Cl. A-3, Downgraded to Caa1 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to Ba3
(sf)

Cl. B, Downgraded to Caa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to B1
(sf)

Cl. C, Downgraded to Caa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to Caa1
(sf)

Cl. D, Downgraded to Caa3 (sf) and Placed Under Review for
Possible Downgrade; previously on Dec 1, 2010 Downgraded to Caa2
(sf)

Cl. E, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 1, 2010 Downgraded to Caa3 (sf)

Cl. F, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 1, 2010 Downgraded to Caa3 (sf)

RATINGS RATIONALE

Cedarwoods CRE CDO II, Ltd. is a revolving (the reinvestment
period ends in February 2012) CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (CMBS) (76.6%
of the pool balance), CRE CDOs (20.0%), real estate investment
trust (REIT) debt (2.8%) and rake bonds (0.6%). As of the
September 20, 2011 Trustee report, the aggregate Note balance of
the transaction, including preferred shares, has decreased to
$591.3 million from $600 million at issuance, with the paydown
directed to the Class A Notes, as a result amortization of the
collateral and the failing of the mezzanine and junior Principal
Coverage Tests.

There are nine assets with a par balance of $29.9 million (4.2% of
the current pool balance) that are considered Defaulted Securities
as of the September 20, 2011 Trustee report. There are also five
assets with a par balance $47.9 million (6.8% of the current pool
balance) that are considered Deferred Interest PIK securities.
Moody's expects significant losses to occur from the Defaulted
Securities and Deferred Interest PIK securities once they are
realized.

On September 20, 2011, the trustee notified the relevant parties
that it had received a First Default Notice from the holder of
100% of the controlling class declaring that an Event of Default
(EOD) occurred and directing the Trustee to accelerate and
liquidate the transaction. On September 26, 2011, the Trustee
notified the relevant parties that it had received a response
to the First Default Notice from the Collateral Manager. On
October 6, 2011 the Trustee notified the relevant parties it had
received a Second Default Notice from the holder of 100% of the
controlling class declaring that a second EOD had occurred. On
October 12, 2011, the Trustee notified the relevant parties that
it had received a response to the Second Default Notice from the
Collateral Manager. The trustee recently reported that it is
currently seeking the views of interested parties on issues raised
by the controlling class. Due to the uncertainty regarding the
outcome of potential EOD, Moody's has placed all rated classes on
watch for possible downgrade pending further resolution.

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 completed 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 3,953 compared to 4,000 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.6% compared to 4.9% at last review), A1-A3
(7.1% compared to 8.3% at last review), Baa1-Baa3 (23.5% compared
to 23.0% at last review), Ba1-Ba3 (9.4% compared to 13.6% at last
review), B1-B3 (14.8% compared to 11.0% at last review), and Caa1-
C (42.6% compared to 39.1% 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 7.5 years compared
to 9.2 years as 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
14.9% compared to 15.9% 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 11.5% compared to 10.0% at last review.

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
14.9% to 4.9% or up to 24.9% would result in average rating
movement on the rated tranches of 0 to 2 notches downward and 0 to
1 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.


CELERITY CLO: S&P Affirms Rating on Class E Notes at 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class C and D notes from Celerity CLO Ltd., a collateralized
loan obligation (CLO) transaction managed by Crescent Capital
Group L.P., and removed its rating on the class D notes from
CreditWatch, where S&P placed it with positive implications on
Aug. 2, 2011. "At the same time, we affirmed our ratings on the
class B and E notes. We also withdrew our rating on the class A
funded notes following the complete paydown of the notes on the
Sept. 30, 2011 payment date," S&P related.

"The upgrades mainly reflect an improvement in the
overcollateralization (O/C) available to support the notes due
to paydowns to the class A funded and B notes since Nov. 10, 2010,
when we upgraded the class C and D notes following a decrease in
the amount of defaulted and 'CCC' rated obligations, as well as
paydowns to the class A notes (see 'Celerity CLO Ltd. Ratings
Raised On Two Classes And Affirmed On Three Classes; One Rating
Withdrawn,' published Nov. 10, 2010). Since November 2010 the
class A funded notes have been paid in full and the class B notes
have been paid down by approximately $12.4 million, which has
reduced the class B notes' outstanding balance to 43.58% of their
original issuance. The notes have benefited from an increase in
O/C as a result of these paydowns," S&P related. The trustee
reported the O/C ratios in the Sept. 22, 2011 monthly report:

    The class C O/C ratio was 142.05%, compared with a reported
    ratio of 124.10% in October 2010;

    The class D O/C ratio was 114.31%, compared with a reported
    ratio of 109.38% in October 2010; and

    The class E O/C ratio was 104.56%, compared with a reported
    ratio of 103.52% in October 2010.

The affirmations of the class B and E notes reflect the
availability of credit support at the current rating levels.

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

Rating And Creditwatch Actions

Celerity CLO Ltd.
               Rating
Class      To           From
A Funded   NR           AAA (sf)
C          AAA (sf)     AA+ (sf)
D          BBB+ (sf)    BB+ (sf)/Watch Pos

Ratings Affirmed

Celerity CLO Ltd.
Class         Rating
B             AAA (sf)
E             CCC- (sf)

Transaction Information

Issuer:             Celerity CLO Ltd.
Coissuer:           Celerity CLO Inc.
Collateral manager: Crescent Capital Group L.P.
Underwriter:        Banc of America Securities LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


CIFC FUNDING II: Moody's Upgrades Rating on Class D Notes to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by CIFC Funding 2007-III, Ltd.:

US$56,500,000 Class A-2 Senior Secured Floating Rate Notes due
April 2021 Notes, Upgraded to Aa2 (sf); previously on June 22,
2011 A1 (sf) Placed Under Review for Possible Upgrade;

US$35,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due April 2021 Notes, Upgraded to A3 (sf); previously on
June 22, 2011 Baa3 (sf) Placed Under Review for Possible Upgrade;

US$28,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due April 2021 Notes, Upgraded to Baa3 (sf); previously on
June 22, 2011 Ba3 (sf) Placed Under Review for Possible Upgrade;

US$24,000,000 Class D Secured Deferrable Floating Rate Notes due
April 2021 Notes, Upgraded to Ba2 (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 $589.6 million,
defaulted par of $4.4 million, a weighted average default
probability of 24.46% (implying a WARF of 3100), a weighted
average recovery rate upon default of 49.86%, 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.

CIFC Funding 2007-II, Ltd., issued in March of 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans with significant concentration of middle
market issuers.

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) 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/diversity levels higher than the
   covenant levels due to the large difference between the
   reported and covenant levels.

4) 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.


CIFC FUNDING III: Moody's Upgrades Rating on Class D Notes to 'B1'
------------------------------------------------------------------
Moody's Investors Service announced today that it has upgraded the
ratings of the following notes issued by CIFC Funding 2007-III,
Ltd.:

US$22,000,000 Class A-2 Senior Secured Floating Rate Notes due
July 2021, Upgraded to Aa3 (sf); previously on June 22, 2011 A1
(sf) Placed Under Review for Possible Upgrade;

US$35,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due July 2021, Upgraded to Baa1 (sf); previously on June
22, 2011 Ba1 (sf) Placed Under Review for Possible Upgrade;

US$18,250,000 Class C Senior Secured Deferrable Floating Rate
Notes due July 2021, Upgraded to Ba1 (sf); previously on June 22,
2011 B1 (sf) Placed Under Review for Possible Upgrade;

US$17,750,000 Class D Secured Deferrable Floating Rate Notes due
July 2021, Upgraded to B1 (sf); previously on June 22, 2011 Caa2
(sf) Placed Under Review for Possible Upgrade.

Furthermore, Moody's confirms the rating of the following notes:

US$64,750,000 Class A-1-J Senior Secured Floating Rate Notes due
July 2021, Confirmed at Aa1 (sf); previously on June 22, 2011 Aa1
(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 $425.5 million,
defaulted par of $13.2 million, a weighted average default
probability of 24.01% (implying a WARF of 3100), a weighted
average recovery rate upon default of 50.81%, and a diversity
score of 57. 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.

CIFC Funding 2007-III, Ltd., issued in July 31, 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans with significant concentration of middle
market issuers.

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) 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/diversity levels higher than the
   covenant levels due to the large difference between the
   reported and covenant levels.

4) 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.


CITIGROUP COMM'L: Moody's Puts Caa2 Rating on G Notes For Review
----------------------------------------------------------------
Moody's Investors Service placed nine CMBS classes of Citigroup
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C5 on review for possible downgrade:

Cl. A-M, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Jan 16, 2007 Definitive Rating Assigned Aaa (sf)

Cl. A-J, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Baa1 (sf)

Cl. B, Baa3 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Baa3 (sf)

Cl. C, Ba1 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Ba1 (sf)

Cl. D, Ba3 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Ba3 (sf)

Cl. E, B1 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to B1 (sf)

Cl. F, Caa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Caa1 (sf)

Cl. G, Caa2 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Caa2 (sf)

Cl. H, Caa3 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 13, 2011 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The classes were placed on review for possible downgrade due to
higher expected losses from specially serviced and troubled loans
along with increased realized losses to the trust.

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 January 13, 2011.

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

DEAL PERFORMANCE

As of the September 16, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 9% to $2.05 billion
from $2.24 billion at securitization. The Certificates are
collateralized by 190 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten loans representing 33%
of the pool. One loan, representing 4% of the pool, has an
investment grade credit estimate. One loan, representing 0.7% of
the pool, has defeased and is secured by U.S. Government
securities.

Fifty-one loans, representing 22% 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 our
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 $60.6 million (57% loss severity). Currently 15
loans, representing 10% of the pool, are in special servicing.
Moody's review will focus on potential losses from specially
serviced and troubled loans, interest shortfalls and the
performance of the overall pool.


CORPORATE BACKED: Moody's Lowers Rating of $25-Mil. Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade these certificates issued by Corporate Backed
Trust Certificates, Sprint Capital Note-Backed Series 2003-17:

US$25,000,000 Class A-1 Certificates due 11/15/2028, Downgraded to
B2 and Placed Under Review for Possible Downgrade; previously on
Apr 28, 2011 Downgraded to B1

RATINGS RATIONALE

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $25,455,000 6.875% Notes due

2028 issued by Sprint Capital Corporation which was downgraded to
B2 and placed on review for possible downgrade by Moody's on
October 14, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


CREDIT SUISSE: Fitch Junks Rating on Three Class Certificates
-------------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed all
investment grade classes of Credit Suisse First Boston Mortgage
Securities Corp. series 2005-C5, commercial mortgage pass-through
certificates.

The downgrades are the result of greater certainty of expected
losses associated with the specially serviced assets.  Fitch
modeled losses of 4.5% of the remaining pool.  Actual and modeled
losses of the original pool balance are 5.6%.  As a result of the
expected losses on loans currently in special servicing, Fitch
expects classes O thru Q to be fully depleted and class N to be
significantly impacted.

As of the September 2011 distribution date, the pool's aggregate
principal balance has decreased 11.8% to $2.6 billion from $2.9
billion at issuance.  Nine loans (3.6%) are currently defeased.
The transaction currently has $2.1 million in cumulative interest
shortfalls affecting classes O thru S.  Fitch has designated 70
loans (24.2%) as Fitch Loans of Concern, which includes 12
specially serviced loans (4.6%).

The largest contributor to Fitch modeled loss (1.8%) is secured by
a 157,932 square foot (sf) retail property anchored by Publix and
located in Weston, FL, approximately 40 miles north of Miami.
Since issuance the property has shown declining performance due to
low occupancy, decreased rental rates as several existing tenants
have renewed leases at lower rates, and increased property
operating expenses.  The most recent servicer reported debt
service coverage ratio (DSCR) as of year-end (YE) 2010 was 1.22
times (x), slightly up from 1.19x YE 2009 but down from 1.57x at
issuance.  As of the July 2011 rent roll, the property was 92%
occupied with average in-place rents of $39.44 per square foot
(psf).  Per CoStar, as of the second quarter 2011 (2Q'11), the
Southwest Broward submarket had a vacancy rate of 6.3% with
average market rents of $21.14 psf.  There is approximately 28% of
the space rolling between 2011 and 2013.

The second largest contributor to loss (1.7%) is secured by a
309,173 sf retail center located in Littleton, CO, approximately
10 miles southwest of Denver. The largest tenants are Tradesmart
(16%) -- lease expiration in May 2021, SteinMart (11%) -- lease
expiration in November 2011 and PetSmart (10%) -- lease expiration
in July 2016.  Property occupancy declined to 77% as of YE 2009.
A new tenant, Tradesmart (16%) of gross leasable area (GLA) took
occupancy during 1Q'11.  As of the May 2011 rent roll, the
property was 96% occupied up from 81% as of YE 2010, but still
below issuance.  As of May 2011, the property had average rents of
$12.56 psf.  The most recent servicer reported DSCR as of YE 2010
was 1.17x down from 1.51x YE 2009 and 1.35x at issuance.  31% of
the leases roll within the next 3 years: 13% (2011), 5% (2012) and
13% 2013.

The third largest contributor to loss (0.5%) is secured by a
31,357 sf unanchored retail center located in Weston, FL.  The
property has suffered declines in occupancy as a result of the
loss of several tenants between 2008 and 2010 and issues with
tenants not making rental payments.  The most recent servicer
reported DSCR as of YE 2010 was 0.69x down from 1.13x YE 2009 and
1.51x YE 2008.  A new tenant occupying 2,069 sf took occupancy in
April 2011 on a month to month lease.  As of July 2011, occupancy
has improved to 80% up from 70% YE 2010, but down from 93% at
issuance.  The property has average rents of $30.85 psf.  Per
CoStar, as of 2Q'11, the Southwest Broward submarket had a vacancy
rate of 6.3% with average market rents of $21.14 psf.

Fitch has downgraded these classes, assigned Recovery Ratings
(RR), and revised Outlooks as indicated:

  -- $36.3 million class G to 'Bsf' from 'BB'; Outlook to Stable
     from Negative;
  -- $21.8 million class H to 'B-sf' from 'B'; Outlook Negative;
  -- $32.6 million class J to 'CCCsf/RR1' from 'B-';
  -- $32.6 million class K to 'CCCsf/RR1' from 'B-';
  -- $7.3 million class L to 'CCsf/RR1' from 'B-';
  -- $14.5 million class M to 'CCsf/RR2' from 'CCC/RR1'.

Fitch also affirmed these classes as indicated:

  -- $143.7 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $1 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $113 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $290.2 million class A-M at 'AAAsf'; Outlook Stable;
  -- $224.8 million class A-J at 'AAsf'; Outlook Stable;
  -- $24.9 million class B at 'Asf'; Outlook Stable;
  -- $47.6 million class C at 'BBBsf'; Outlook Stable;
  -- $21.8 million class D at 'BBBsf'; Outlook Stable;
  -- $18.1 million class E at 'BBB-sf'; Outlook Stable;
  -- $29 million class F at 'BBsf'; Outlook Stable;
  -- $10.9 million class N at 'Csf/RR6';
  -- $3.6 million class O at 'Csf/RR6';
  -- $7.3 million class P at'Csf/RR6';
  -- $975,587 class Q at 'Dsf/RR6';
  -- $5.3 million class 375-A at 'BBB+sf'; Outlook Stable;
  -- $9.1 million class 375-B at 'BBBsf'; Outlook Stable;
  -- $20.4 million class 375-C at 'BBB-sf'; Outlook Stable.

Fitch does not rate class S which has been depleted due to losses.
Classes A-1 and A-2 are paid in full.  Fitch previously withdrew
the ratings on the interest-only classes A-X, A-SP, and A-Y.  For
additional information on the withdrawal of the rating on classes
A-X, A-SP, and A-Y, see 'Fitch Revises Practice for Rating IO &
Pre-Payment Related Structured Finance Securities', dated June 23,
2010.)


CREDIT SUISSE: S&P Lowers Rating on Class D Certificates to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2007-C5, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
"Concurrently, we affirmed our 'AAA (sf)' ratings on four
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. The downgrades reflect
credit support erosion that we anticipate will occur upon the
eventual resolution of 16 ($249.7 million, 9.6%) of the 21
($341.5 million, 13.1%) assets with the special servicer and three
($50.9 million, 2.0%) loans that we determined to be credit-
impaired. We also considered the monthly interest shortfalls that
are affecting the trust and the potential additional interest
shortfalls associated with the specially serviced assets. We
lowered our rating on class D to 'D (sf)' because we expect the
accumulated interest shortfalls on this class will remain
outstanding for the foreseeable future," S&P related.

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 A-SP and A-X interest-only (IO)
certificates based on our current criteria," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.17x and a loan-to-value
(LTV) ratio of 130.5%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 0.69x
and an LTV ratio of 182.1%. The implied defaults and loss severity
under the 'AAA' scenario were 94.4% and 48.4%. The DSC and LTV
calculations noted above exclude 16 ($249.7 million, 9.6%) of the
transaction's 21 ($341.5 million, 13.1%) specially serviced assets
and three ($50.9 million, 2.0%) loans that we determined to be
credit-impaired. We separately estimated losses for these
specially serviced and credit-impaired assets and included them
in our 'AAA' scenario implied default and loss severity figures,"
S&P said.

As of the Sept. 16, 2011 trustee remittance report, the trust
experienced monthly interest shortfalls totaling $1,034,922
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts of $385,533, special servicing fees of $75,504,
and interest not advanced due to a nonrecoverable determination
of $514,574. The interest shortfalls affected all classes
subordinate to and including class D. Class D has had accumulated
interest shortfalls outstanding for one month. "We expect these
interest shortfalls to continue in the near term, and
consequently, we lowered our rating on this class to 'D (sf)',"
S&P related.

                      Credit Considerations

As of the Sept. 16, 2011 trustee remittance report, 21
($341.5 million, 13.1%) assets in the pool were with the
special servicer, C-III Asset Management LLC (C-III). The
reported payment status of the specially serviced assets as
of the September 2011 trustee remittance report is: four are real
estate owned (REO ) ($71.6 million, 2.7%), five ($143.3 million,
5.5%) are in foreclosure, six ($29.1 million, 1.1%) are 90-plus-
days delinquent, one is 60 days delinquent ($5.7 million, 0.2%),
two ($22.7 million, 0.9%) are 30 days delinquent, and three
($69.1 million, 2.7%) are in their grace periods. Appraisal
reduction amounts (ARAs) totaling $149.4 million are in effect for
14 of the specially serviced assets. Details of the three largest
specially serviced assets are:

The Palmer-Rochester Portfolio 1st loan ($49.1 million, 1.9%)
is the 11th-largest asset in the pool and the largest specially
serviced asset. The total reported exposure for this loan is
$56.3 million. The loan is secured by a portfolio of two mixed-
use buildings totaling 396,026 sq. ft., one industrial building
totaling 45,000 sq. ft., and two multifamily buildings totaling
568 units in the Rochester area of upstate New York. The loan was
transferred to the special servicer on Dec. 31, 2008, due to
payment default. The reported payment status of the loan is in
foreclosure. According to C-III, it is currently exploring various
workout strategies, including foreclosure. "The reported DSC as of
year-end 2010 was negative 0.09x and the reported occupancy for
the portfolio was 74.6%. An ARA of $38.1 million is in effect
against this asset. Based on the most recent appraisal, we expect
a significant loss upon the eventual resolution of this loan," S&P
said.

The Woodfield Crossing loan ($41.4 million, 1.6%) is the 14th-
largest asset in the pool and the second-largest specially
serviced asset. The total reported exposure for this loan is
$43.2 million. The loan is secured by a 381,718-sq.-ft. office
property in Indianapolis, Ind. The loan was transferred to the
special servicer on Sept. 11, 2009, because contractor filed a
mechanic's lien, which is a guarantee of payment to builders,
contractors, and construction firms that build or repair
structures. The reported payment status of the loan is in
foreclosure and the loan matures on June 11, 2012. According to
C-III, it anticipates foreclosure sale to occur in the fourth
quarter of 2011. "The reported DSC as of year-end 2010 was 1.08x
and the reported occupancy at the property was 71.9% as of June
2011. An ARA of $13.5 million is in effect against this loan.
Based on the most recent appraisal, we expect a moderate loss upon
the eventual resolution of this loan," S&P said.

The Hilton-Ontario loan ($34.2 million, 1.3%) is the 16th-largest
asset in the pool and the third-largest specially serviced asset.
The total reported exposure for this loan is $40.1 million. The
loan is secured by a 309-room lodging property in Ontario, Calif.
The asset was transferred to special servicing on Oct. 20, 2009,
due to payment default. The reported payment status of the loan
is in foreclosure. The reported DSC as of Aug. 31, 2011, was
0.04x and the reported occupancy was 65.0%. C-III is currently
evaluating various liquidation strategies, including foreclosure.
"An ARA of $27.4 million is in effect against this loan. Based on
the most recent appraisal, we expect a significant loss upon the
eventual resolution of this loan," S&P related.

The remaining 18 specially serviced assets have balances that
individually represent less than 1.4% of the total pool balance.
ARAs totaling $70.4 million are in effect against 11 of these
assets. "We estimated losses for 13 of these assets, arriving
at a weighted-average loss severity of 67.5%. For the remaining
five loans, C-III indicated that it is negotiating a forbearance
or workout agreement with the borrowers for three of the loans,
while one of the loans is in the process of being returned to
master servicing as early as in the next reporting period. The
fifth loan, with a reported in grace payment status, was recently
transfered to the special servicer," S&P said.

"In addition to the specially serviced assets, we determined three
loans ($50.9 million, 2.0%) to be credit-impaired due to low
reported DSCs," S&P related. Details on the three credit-impaired
loans are:

The Mystic Marriot loan ($43.0 million, 1.7%) is the 13th-largest
asset in the pool and the seventh-largest loan on the master
servicer's watchlist. The loan is secured by a 285-room lodging
property in Groton, Conn. The loan is on the master servicer's
watchlist because of a low reported DSC, which was 0.88x as
of March 31, 2011. "As a result, we view this loan to be at an
increased risk of default and loss," S&P said.

The Cherry Hill Pointe Retail loan ($4.8 million, 0.2%) is secured
by a 19,860-sq.-ft. retail shopping center in Cherry Hill, N.J.
The loan, which has a reported in grace payment status, appears on
the master servicer's watchlist due to a low reported DSC, which
was 0.23x as of Dec. 31, 2009. "As a result, we view this loan to
be at an increased risk of default and loss," S&P related.

The 353 West Lancaster Avenue loan ($3.1 million, 0.1%) is secured
by a 17,166-sq.-ft. office building in Wayne, Penn. The loan
appears on the master servicer's watchlist due to a low reported
DSC, which was 0.47x as of Dec. 31, 2010. "As a result, we view
this loan to be at an increased risk of default and loss," S&P
said.

                        Transaction Summary

As of the Sept. 16, 2011 trustee remittance report, the total pool
balance was $2.6 billion, which is 95.9% of the pool balance at
issuance. The pool includes 177 loans and four REO assets, down
from 194 loans at issuance. The master servicer, KeyCorp Real
Estate Capital Markets Inc. (Key), provided financial information
for 93.1% of the assets in the pool, the majority of which was
full-year 2010 data (78.3%), with the remainder reflecting
partial- or full-year 2009, 2010, or 2011 data.

"We calculated a weighted average DSC of 1.17x for the assets in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.17x and 130.5%. Our adjusted DSC and LTV
figures excluded 16 ($249.7 million, 9.6%) of the transaction's
21 ($341.5 million, 13.1%) specially serviced assets and three
($50.9 million, 2.0%) loans that we determined to be credit-
impaired. We separately estimated losses for the specially
serviced and credit-impaired assets and included them in our
'AAA' scenario implied default and loss severity figures. The
servicer provided recent financial information for seven of the
16 specially serviced assets for which we estimated losses. The
weighted average DSC for these loans is 0.80x. To date, the
transaction has experienced $64.7 million in principal losses
in connection with 15 assets. Fifty-five loans ($970.2 million,
37.2%) in the pool are on the master servicer's watchlist. Sixty-
four loans ($1.19 billion, 45.7%) have a reported DSC of less than
1.10x, 44 of which ($623.3 million, 23.9%) have a reported DSC of
less than 1.00x," S&P said.

                     Summary of Top 10 Assets

The top 10 assets have an aggregate outstanding balance of
$1.21 billion (46.2%). "Using servicer-reported numbers, we
calculated a weighted average DSC of 1.15x for the top 10 assets.
Our adjusted DSC and LTV ratio for the top 10 assets are 1.08x and
139.1%. Five of the top 10 assets ($575.1 million, 22.0%) are on
the master servicer's watchlist," S&P related. Details on the two
largest assets are:

The Gulf Coast Town Center Phases I & II loan ($190.8 million,
7.3%) is the second-largest asset in the pool and the largest
loan on the master servicer's watchlist. The loan is secured by
a 991,027-sq.-ft. retail property in Fort Myers, Fla. The loan
appears on the master servicer's watchlist due to a low reported
DSC, which was 1.01x for year-end 2010 and occupancy was 94.0%
according to the August 2011 rent roll.

The TIAA Industrial Portfolio loan ($186.0 million, 7.1%) is the
third-largest asset in the pool and the second-largest loan on the
master servicer's watchlist. The loan is secured by a portfolio of
industrial properties in various states totaling 5,267,905 sq. ft.
The loan appears on the master servicer's watchlist due to a low
reported DSC, which was 0.80x for year-end 2010 and occupancy was
94.6%, according to the July 2011 rent rolls.

The remaining three top 10 assets ($198.3 million, 7.6%) on
the master servicer's watchlist are the Allanza at the Lakes
($85.0 million 3.3%), Fairfield Inn by Marriot Hotel Portfolio
($63.7 million, 2.4%), and Olentangy Commons Apartments
($49.6 million, 1.9%) loans. All three loans are on the
watchlist due to low/declining reported DSC.

Standard & Poor's stressed the assets in the pool according to its
current criteria. "The resultant credit enhancement levels are
consistent with our lowered and affirmed ratings," S&P said.

Ratings Lowered

Credit Suisse Commercial Mortgage Trust Series 2007-C5
Commercial mortgage pass-through certificates

                Rating
Class      To           From        Credit enhancement (%)
A-AB       BBB+ (sf)    A- (sf)                      28.78
A-4        BBB+ (sf)    A- (sf)                      28.78
A-1-A      BBB+ (sf)    A- (sf)                      28.78
A-M        BB (sf)      BB+ (sf)                     18.36
A-1-AM     BB (sf)      BB+ (sf)                     18.36
A-J        B- (sf)      B+ (sf)                      10.29
A-1-AJ     B- (sf)      B+ (sf)                      10.29
B          CCC+ (sf)    B (sf)                        9.37
C          CCC- (sf)    B (sf)                        8.59
D          D (sf)       CCC (sf)                      7.29

Ratings Affirmed

Credit Suisse Commercial Mortgage Trust Series 2007-C5
Commercial mortgage pass-through certificates

Class    Rating                      Credit enhancement (%)
A-2      AAA (sf)                                    28.78
A-3      AAA (sf)                                    28.78
A-SP     AAA (sf)                                      N/A
A-X      AAA (sf)                                      N/A

N/A -- Not applicable.


CWABS INC: Moody's Cuts Rating on M-3 Certs. Series 2004 to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches from 2 CWABS deals issued in 2002 and 2004. The
collateral backing these deals primarily consists of closed
end second lien loans and HELOCs.

RATINGS RATIONALE

The actions are a result of the downgrade in the ratings of
Countrywide Home Loans (CHL) to Baa1 from A2.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, and "Second Lien RMBS Loss Projection Methodology:
April 2010" published in April 2010.

The tranches from the CWABS 2002-S4 and CWABS 2004-S1 transactions
are protected both by mortgage insurance and Countrywide Home
Loans (CHL) guarantees up to the maximum dollar limits as
specified in the original deal agreements. The ratings take into
consideration the two associated credit provider ratings for each
transaction, and may be higher than Moody's assessment of the
individual credit strength of either. The higher rating is the
result of the application of the joint probability-of-default
analysis, described in detail in Moody's Special Comment, "The
Incorporation of Joint-Default Analysis into Moody's Corporate,
Financial and Government Rating Methodologies," February 2005.
That analysis indicates that the rating on a jointly supported
obligation may be higher than that of either support provider
because the likelihood of joint default is typically less than the
probability of default of either support provider individually.
Moody's is also typically assuming an insurance rescission rate of
20-40% for the transactions mentioned; any loss protection on the
mortgage pools that are rescinded by the mortgage insurers are
subject to any further available coverage provided by the CHL
guarantee agreements . The junior tranches for these two
transactions are rated lower than the CHL long term rating since
the amount of outstanding class balances available to take losses
on these two deals are close to or exceeds the remaining CHL
corporate guarantee amounts available. Moody's also notes that the
September 2011 trustee remittance reports for CWABS 2002-S4 and
CWABS 2004-S1 have indicated losses for the Class B and Class M-3
bonds, respectively. Bank of America, the master servicer of the
deal, has confirmed that these two bonds will not be realizing any
losses and that those reporting errors would be rectified in the
next remittance report.

Certain securities, as noted below, are insured by financial
guarantors. For securities insured by a financial guarantor, the
rating on the securities is the higher of (i) the guarantor's
financial strength rating and (ii) the current underlying rating
(i.e., absent consideration of the guaranty) on the security. The
principal methodology used in determining the underlying rating is
the same methodology for rating securities that do not have a
financial guaranty and is as described earlier.

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's now
projects house price index to reach a bottom in the first quarter
of 2012, with a 2% remaining decline between the first quarter of
2011 and 2012, and unemployment rate to start declining by fourth
quarter of 2011.

Complete rating actions are:

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-S1

Cl. A-3, Downgraded to Baa3 (sf); previously on Jul 22, 2011
Downgraded to Baa2 (sf)

Cl. A-IO, Downgraded to Baa3 (sf); previously on Jul 22, 2011
Downgraded to Baa2 (sf)

Cl. M-1, Downgraded to Ba3 (sf); previously on Jul 22, 2011
Downgraded to Ba1 (sf)

Cl. M-2, Downgraded to B1 (sf); previously on Jul 22, 2011
Downgraded to Ba3 (sf)

Cl. M-3, Downgraded to B3 (sf); previously on Jul 22, 2011
Downgraded to B1 (sf)

Issuer: CWABS, Inc., Asset-Backed Pass-Through Certificates,
Series 2002-S4

Cl. A-5, Downgraded to Baa1 (sf); previously on Jul 22, 2011
Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade

Cl. A-IO, Downgraded to Baa1 (sf); previously on Jul 22, 2011
Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade

Cl. M-1, Downgraded to Baa3 (sf); previously on Jul 22, 2011
Downgraded to Baa1 (sf)

Cl. M-2, Downgraded to Ba3 (sf); previously on Jul 22, 2011
Downgraded to Ba1 (sf)

Cl. B, Downgraded to B1 (sf); previously on Jul 22, 2011
Downgraded to Ba2 (sf)


FM LEVERAGED: Moody's Upgrades Rating on US$20MM E Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investor Service announced that it has upgraded the
ratings of these notes issued by FM Leveraged Capital Fund II:

US$18,000,000 Class A-2 First Priority Senior Floating Rate Notes
due 2020-1, Upgraded to Aaa (sf); previously on June 22, 2011 Aa1
(sf) Placed Under Review for Possible Upgrade;

US$24,660,000 Class B Second Priority Senior Floating Rate Notes
due 2020, Upgraded to Aaa (sf); previously on June 22, 2011 Aa3
(sf) Placed Under Review for Possible Upgrade;

US$34,935,000 Class C Third Priority Deferrable Floating Rate
Notes due 2020, Upgraded to Aa3 (sf); previously on June 22, 2011
Baa2 (sf) Placed Under Review for Possible Upgrade;

US$22,605,000 Class D Fourth Priority Deferrable Floating Rate
Notes due 2020, Upgraded to Baa2 (sf); previously on June 22,
2011 Ba3 (sf) Placed Under Review for Possible Upgrade;

US$20,550,000 Class E Fifth Priority Deferrable Floating Rate
Notes due 2020-1, 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.

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 $294.7 million,
defaulted par of $21.4 million, a weighted average default
probability of 24% (implying a WARF of 3180), a weighted average
recovery rate upon default of 46.95%, and a diversity score of 44.
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.

FM Leveraged Capital Fund II, issued in April 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 a
spread level higher than the covenant level due to the large
difference between the reported and covenant level.


G-STAR 2003-3: Moody's Lowers Rating of Class A-2 Notes to 'B2'
---------------------------------------------------------------
Moody's has affirmed the ratings of two and downgraded the ratings
of one class of Notes issued by G-Star 2003-3 Ltd. The downgrades
are due to deterioration in the underlying collateral as evidenced
by the Moody's weighted average rating factor (WARF) and recovery
rate (WARR). The affirmation is 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 and ReRemic) transactions.

US$340,000,000 Class A-1 Floating Rate Senior Notes Due 2038,
Affirmed at A2 (sf); previously on Mar 20, 2009 Downgraded to A2
(sf)

US$48,000,000 Class A-2 Floating Rate Senior Notes Due 2038,
Downgraded to Caa1 (sf); previously on Dec 1, 2010 Downgraded to
B2 (sf)

US$18,000,000 Class A-3 Floating Rate Senior Notes Due 2038,
Affirmed at Ca (sf); previously on Dec 1, 2010 Downgraded to Ca
(sf)

RATINGS RATIONALE

G-Star 2003-3 Ltd. is a static cash CRE CDO transaction backed by
a portfolio of asset backed securities (ABS), primarily in the
form of subprime residential mortgage backed securities (51.4% of
the pool balance), commercial mortgage backed securities (CMBS)
(35.6%), real estate investment trust (REIT) debt (11.2%) and CDO
(1.9%). As of the September 15, 2011 Trustee report, the aggregate
Note balance of the transaction, including preferred shares,
$195.1 million from $450.0 million at issuance, with the paydown
directed to the Class A-1 Notes, as a result of amortization of
the underlying collateral and failure of the Class A par value
tests.

On September 16, 2011 the trustee provided Notice of Event of
Default pursuant to Sections 5.1 and 6.2 of the Indenture, whereas
the total collateral balance has fallen below sum of the total
outstanding class balances of the Class A Notes. The risk of
Collateral liquidation is a possibility, but the acceleration of
Maturity has not been declared.

There are six assets with a par balance of $8.1 million (5.6% of
the current pool balance) that are considered Defaulted Securities
as of the the September 15, 2011 Trustee report. Five of these
assets (73.2% of the defaulted balance) are ABS and one asset is
CMBS (26.8%). While there have been limited realized losses
.Moody's does expect significant losses 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 completed 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 3,139 compared to 1,202 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (21.6% compared to 30.6% at last review), A1-A3
(8.6% compared to 21.4% at last review), Baa1-Baa3 (23.2% compared
to 7.9% at last review), Ba1-Ba3 (3.2% compared to 7.9% at last
review), B1-B3 (12.1% compared to 2.1% at last review), and Caa1-C
(31.4% compared to 9.9% 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 3.7 years compared
to 2.7 at last review. The longer WAL reflects the changes in
schedules of underlying collateral maturities and collateral
repayment.

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
27.7% compared to 35.8% 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 5.2% compared to 2.3% at last review.

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
28% to 18% or up to 38% would result in average rating movement on
the rated tranches of 0 to 2 notches downward and 0 to 1 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.


G-STAR 2003-3: S&P Gives 'D' Ratings on 2 Classes of Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2 note from G-Star 2003-3 Ltd., a cash flow collateralized debt
obligation (CDO) transaction backed by commercial-mortgage-backed
securities (CMBS), residential mortgage-backed securities (RMBS),
and other asset-backed securities (ABS), managed by Ventras
Capital Advisors. "At the same time, we affirmed the ratings on
the class A-1 and A-3 notes," S&P said.

"We lowered the rating on the class A-2 note to 'B- (sf)' from
'BB- (sf)' due to negative credit migration we have observed
within the collateral backing the notes since September 2010, when
we last downgraded the notes. According to the September 2011
monthly trustee report, 18.98% of the transaction's collateral is
rated 'CCC' and below (including 'CC' and 'D'), compared with
15.13% in August 2010 (which we used for the prior rating
analysis) In addition, nearly 14% of the ratings on the underlying
collateral are on CreditWatch with negative implications," S&P
related.

The transaction has been paying down the class A-1 note balance
because it is failing its class A coverage (overcollateralization)
test. The current class A-1 note balance (after the September 2011
paydown) is $78.45 million, which is 23.07% of its original
balance. In August 2010, the balance was $146.198 million. "We
expect the transaction to continue paying down the class A-1
notes. As a result, we affirmed the rating on the class A-1
notes," S&P stated.

The transaction triggered an event-of-default (EOD) on its Sept.
15, 2011, determination date after it failed to maintain assets
equal to 100% of the balance of the class A notes. "We have not
received a notice of acceleration, and the class A-3 notes
continue to receive their interest payments. We affirmed our
rating on the class A-3 notes to reflect the credit support
available at the current rating level," S&P said.

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

Rating Action

G-Star 2003-3 Ltd.
                      Rating
Class             To          From
A-2               B-(sf)      BB- (sf)

Ratings Affirmed

G-Star 2003-3 Ltd.
Class             Rating
A-1               A+ (sf)
A-3               CC (sf)

Other Ratings

G-Star 2003-3 Ltd.

B-1                D (sf)
B-2                D (sf)
Pref shares        D (sf)


GALAXY CLO: S&P Raises Ratings on 2 Classes of Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A, B, C-1, and C-2 notes from Galaxy CLO 2003-1 Ltd., a
collateralized loan obligation (CLO) transaction backed by
corporate CDOs and managed by PineBridge Investments LLC. "At
the same time, we removed our rating on the class A notes from
CreditWatch with positive implications," S&P related.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio and significant paydown of the
class A notes since our last rating actions in November 2010, when
we raised our ratings on the B, C-1, and C-2 classes and affirmed
our rating on the class A notes," S&P stated.

As of the Sept. 15, 2011 trustee report, the transaction held
$20.2 million in assets from underlying obligors with ratings
in the 'CCC' range. "This was down from $28.3 million in 'CCC'
rated assets noted in the October 2010 trustee report, which we
referenced for our November 2010 rating actions. The deal has paid
down the A notes by $65.9 million to 26% of its original balance
since our last rating actions," S&P related. Accordingly, each of
the transaction's overcollateralization (O/C) ratios have improved
since October 2010:

    The class A O/C ratio is 175.9% versus 137.90%;
    The class B O/C ratio is 144.0% versus 124.7%; and
    The class C O/C ratio is 108.9% versus 106.7%.

"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 said.

Rating And CreditWatch Actions

Galaxy CLO 2003-1 Ltd.
                              Rating
Class                   To           From
A                       AAA (sf)     AA+ (sf)/Watch Pos
B                       AA+ (sf)     AA- (sf)
C-1                     BB+ (sf)     BB- (sf)
C-2                     BB+ (sf)     BB- (sf)


GALE FORCE: Moody's Raises Rating on US$20MM Class E Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Gale Force 2 CLO, Ltd.:

US$366,000,000 Class A First Priority Senior Secured Floating
Rate Notes due 2018, Upgraded to Aaa (sf); previously on June 22,
2011 Aa1 (sf) Placed Under Review for Possible Upgrade

US$25,000,000 Class B Second Priority Senior Secured Floating
Rate Notes due 2018, Upgraded to Aa2 (sf); previously on June 22,
2011 Aa3 (sf) Placed Under Review for Possible Upgrade;

US$28,800,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes due 2018, Upgraded to A2 (sf); previously on
June 22, 2011 Baa2 (sf) Placed Under Review for Possible Upgrade;

US$25,000,000 Class D Fourth Priority Mezzanine Deferrable
Floating Rate Notes due 2018, Upgraded to Baa2 (sf); previously
on June 22, 2011 Ba2 (sf) Placed Under Review for Possible
Upgrade

US$20,000,000 Class E Fifth Priority Mezzanine Deferrable
Floating Rate Notes due 2018, Upgraded to Ba3 (sf); previously on
June 22, 2011 B3 (sf) Placed Under Review for Possible Upgrade

US$5,000,000 Class I Combination Notes due 2018 (current rated
balance of $3,321,574), Upgraded to Aa3 (sf); previously on
June 22, 2011 A2 (sf) Placed Under Review for Possible Upgrade

US$3,000,000 Class II Combination Notes due 2018 (current rated
balance of $2,070,748), Upgraded to Baa3 (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 $489 million,
defaulted par of $0.3 million, a weighted average default
probability of 20.78% (implying a WARF of 2833), a weighted
average recovery rate upon default of 49.63%, and a diversity
score of 71. 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 certain collateral pool
characteristics will continue to maintain a positive "cushion"
relative to the 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.

Gale Force 2 CLO, Ltd., issued in June 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. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

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 described
below:

1) 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.

2) 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. However,
as part of the base case, Moody's considered spread, coupon and
diversity levels higher than the covenant levels due to the large
difference between the reported and covenant levels.


GE COMMERCIAL: Moody's Affirms C Ratings on 2 Certs. Classes
------------------------------------------------------------
Moody's Investors Service upgraded three and affirmed 13 CMBS
classes of GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2004-C3:

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Nov 11, 2010 Upgraded
to Aa1 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on Nov 11, 2010 Upgraded
to Aa2 (sf)

Cl. D, Upgraded to A1 (sf); previously on Aug 19, 2004 Definitive
Rating Assigned A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Aug 19, 2004 Definitive
Rating Assigned A3 (sf)

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

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

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

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

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

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

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

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

Cl. X-1, Affirmed at Aaa (sf); previously on Aug 19, 2004
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The upgrades are due to the increase in subordination from loan
payoffs and the pool's exposure to defeasance, which represents 9%
of the current balance. The pool has paid down 29% since last
review and 47% since securitization.

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 our 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
4.2% of the current balance. At last review, Moody's cumulative
base expected loss was 5.2%. Moody's stressed scenario loss is
8.4% of the current balance, compared to 10.3% at last review.
Moody's provides a current list of base and stress scenario
losses for conduit and fusion CMBS transactions on moodys.com
athttp://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. See the Credit Policy page on www.moodys.com for a
copy of this methodology.

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 our 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 41 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 November 11, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the October 12, 2011 distribution date, the
transaction's aggregate certificate balance has decreased
by 47% to $728.1 million from $1.38 billion at securitization.
The Certificates are collateralized by 88 mortgage loans ranging
in size from less than 1% to 7.3% of the pool, with the top ten
loans representing 35% of the pool. The pool contains one loan,
representing 7.3% of the pool, with an investment grade credit
estimate. Seven loans, representing 9% of the pool, have defeased
and are collateralized with U.S. Government securities.

Seventeen loans, representing 19% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Five loans have been liquidated from the pool since
securitization, resulting in a $18.4 million loss (23% loss
severity). Four loans, representing 3% of the pool, are currently
in special servicing. The specially serviced loans are secured by
a mix of multi-family, retail and office properties. Moody's has
estimated an aggregate $11.9 million loss for the specially
serviced loans (53% expected loss on average).

Moody's has assumed a high default probability for eight poorly
performing loans, representing 5.5% of the pool, and has estimated
an aggregate $8.0 million loss (20% expected loss based on a 50%
probability default) for the troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 97% and 41% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 82%, compared to 88% at last 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 8.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.23X, respectively, compared to
1.46X and 1.16X 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 731 Lexington Avenue
Loan ($52.9 million -- 7.3% of the pool), which is secured by
a 694,000 square foot office condominium. The collateral is
part of a 1.4 million square foot complex in midtown Manhattan
on Lexington Avenue between 58th and 59th Streets. The loan
represents a 20.5% pari-passu interest of a senior portion of a
first mortgage loan totaling $255.9 million. In addition, the
property is encumbered by a $86.0 million B-note held outside
of the trust. Built in 2005, the condominium is 100% leased to
Bloomberg, L.P. through 2028. The loan's anticipated repayment
date (ARD) is March, 2014. Moody's current credit estimate and
stressed DSCR is A3 and 2.12X, the same as at last review.

The top three performing conduit loans represent 12% of the
pool balance. The largest loan is the Sun Communities Portfolio
5 Loan ($37.8 million -- 5.2% of the pool), which is secured by
six manufactured home communities containing 1,418 pads and 831
RV spaces. The properties are located in Michigan (2), Texas
(2), Florida and Ohio. The portfolio's performance has continued
to improved due to increased revenues. The loan was interest
only for the first 24 months of its loan term but now amortizes
on a 360-month schedule. Moody's LTV and stressed DSCR are 81%
and 1.15X, respectively, compared to 85% and 1.11X at last
review. The second largest loan is the West Village Retail Loan
($25.6 million -- 3.5% of the pool), which is secured by a 123,000
square foot retail property located 1 mile north of Dallas, Texas.
The property is predominantly occupied by upscale clothing and
home furnishing retailers. As of March 2011, the property was 96%
leased compared to 100% at last review. Performance improved in
2010 due to a 12% increase in net operating income (NOI). Moody's
LTV and stressed DSCR are 85% and 1.15X, respectively, compared to
88% and 1.11X at last review.

The third largest conduit loan is the 180 Livingston Street Loan
($23.8 million -- 3.3% of the pool), which is secured by a five-
story, 272,000 square foot office condominium in downtown
Brookyln, New York. Since securitization, the property remains
100% leased. The largest tenant is the New York City Metropolitan
Transit Authority (NYCMTA), which leases 75% the net rentable
area. At last review, the MTA's lease was scheduled to expire in
2013. Moody's stressed the cash flow due to concerns regarding the
property's significant tenant concentration. The tenant has since
extended its lease through 2023. Moody's LTV and stressed DSCR are
90% and 1.14X, respectively, compared to 122% and 0.84X at last
review.


GOLDMAN SACHS: Fitch Puts Rating on Two Note Classes at Low-B
-------------------------------------------------------------
Fitch Ratings has assigned these ratings and Rating Outlooks to
Goldman Sachs Commercial Mortgage Capital, L.P.'s GS Mortgage
Securities Trust 2011-GC5:

  -- $90,398,000 class A-1 'AAAsf'; Outlook Stable;
  -- $476,574,000 class A-2 'AAAsf'; Outlook Stable;
  -- $86,430,000 class A-3 'AAAsf'; Outlook Stable;
  -- $568,249,000 class A-4 'AAAsf'; Outlook Stable;
  -- $1,402,717,000** class X-A* 'AAAsf'; Outlook Stable;
  -- $181,066,000** class A-S 'AAAsf'; Outlook Stable;
  -- $95,987,000** class B 'AA-sf'; Outlook Stable;
  -- $69,808,000** class C 'A-sf'; Outlook Stable;
  -- $74,172,000** class D 'BBB-sf'; Outlook Stable;
  -- $28,360,000** class E 'BBsf'; Outlook Stable;
  -- $23,996,000** class F 'Bsf'; Outlook Stable.

* Notional amount and interest only.
** Privately placed pursuant to Rule 144A.

Fitch does not rate the $50,175,806** class G or the
$342,498,806** interest only class X-B*.

Since publication of the presale, the fifth largest loan, Parkdale
Mall & Crossing, was affected by the Hadley's Furniture
bankruptcy.  Hadley's Furniture has vacated and is no longer
paying rent at the subject.  The Hadley's space makes up
approximately 4.5% of the total net rentable area of the
collateral space.  The decline in cash flow at the property did
not result in any adjustment to Fitch's deal-level enhancement
levels.


GS MORTGAGE: Moody's Assigns 'B2' Rating to Class F Securities
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to 12 classes of
CMBS securities, issued by GS Mortgage Securities Trust 2011-GC5,
Commercial Mortgage Pass-Through Certificates, Series 2011-GC5.

Cl. A-1, Definitive Rating Assigned Aaa (sf)

Cl. A-2, Definitive Rating Assigned Aaa (sf)

Cl. A-3, Definitive Rating Assigned Aaa (sf)

Cl. A-4, Definitive Rating Assigned Aaa (sf)

Cl. A-S, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba3 (sf)

Cl. F, Definitive Rating Assigned B2 (sf)

Cl. X-A, Definitive Rating Assigned Aaa (sf)

Cl. X-B, Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The Certificates are collateralized by 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%.

Loans collateralized solely, or in part, by retail properties
represent 53.9% of the pool. Despite a challenging retail
environment, the loans collateralized by retail properties
experienced low historical net operating income volatility.
However, property type concentrations increase asset correlations
which affect pool default and loss distributions.

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
23. With respect to property level diversity, the pool's property
level Herfindahl score is 26. The transaction's property diversity
profile is within the band of Herfindahl scores found in
previously rated conduit and fusion securitizations.

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 2.1, 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. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

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 Class A-S,
currently rated Aaa class, would be Aa1, Aa2, A1, respectively.
The super senior classes, Class A-1, Class A-2, Class A-3 and
Class A-4, are currently rated Aaa and were not affected in the
stressed scenarios. 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.


GS MORTGAGE: S&P Affirms Rating on Class P Certificates at 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 17
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2003-C1, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "At the same time,
we removed our ratings on six of these classes from CreditWatch
with negative implications," S&P stated.

"The affirmations reflect our analysis of the credit
characteristics of the remaining collateral in the transaction
primarily using our U.S. conduit/fusion CMBS criteria, as well as
a review of the transaction structure and liquidity available to
the trust. The analysis also considered the seasoning and the
weighted average maturity (14 months according to the Oct. 11,
2011, trustee remittance report) of the remaining loans in the
pool. The affirmations of the principal and interest certificate
ratings also reflect our application of the 'U.S. Government
Support In Structured Finance And Public Finance Ratings,'
published Sept. 19, 2011, on RatingsDirect on the Global Credit
Portal, at www.globalcreditportal.com. We affirmed our 'AAA
(sf)' rating on the class X-1 interest-only certificate based on
our current criteria," S&P stated.

"We placed our ratings on the class B, C, D, E, F, and G
certificates on CreditWatch with negative implications on July 15,
2011, after we placed our U.S. sovereign long-term rating on
CreditWatch negative. The trust has defeased loan collateral
exposure of 30.1% of the pool balance (as of the October 2011
trustee remittance report). Using servicer-provided financial
information, we calculated an adjusted debt service coverage (DSC)
of 2.15x and a loan-to-value (LTV) ratio of 55.0%. We further
stressed the loans' cash flows under our 'AAA' scenario to yield a
weighted average DSC of 1.75x and an LTV ratio of 70.1%. The
implied defaults and loss severity under the 'AAA' scenario were
6.3% and 16.1%. The DSC and LTV calculations noted above exclude
11 defeased loans ($290.5 million, 30.1%)," S&P stated.

                      Transaction Summary

As of the Oct. 11, 2011 trustee remittance report, the collateral
pool balance was $965.7 million or 59.9% of the balance at
issuance. The pool includes 45 loans, down from 74 loans at
issuance. The master servicer, Berkadia Commercial Mortgage LLC
(Berkadia), provided full-year 2010 financial information for 100%
of the nondefeased loans in the pool, and no loans were with the
special servicer.

"We calculated a weighted average DSC of 2.46x for the loans
in the pool based on the servicer-reported figures. Our
adjusted DSC and LTV ratio were 2.15x and 55.0%. Our adjusted
DSC and LTV figures exclude 11 defeased loans ($290.5 million,
30.1%). To date, the transaction has experienced a principal
loss of $1.4 million. Three loans ($34.1 million, 3.5%) in
the pool are on the master servicer's watchlist. Four loans
($37.3 million, 3.9%) have a reported DSC below 1.00x," S&P
stated.

          Summary Of Top 10 Loans Secured By Real Estate

"The top 10 loans secured by real estate have a $565.1 million
(58.5%) aggregate outstanding balance. Using servicer-reported
numbers, we calculated a weighted average DSC of 2.62x for the top
10 nondefeased loans. Our adjusted DSC and LTV ratio for the top
10 nondefeased loans were 2.25x and 52.2%. The seventh-largest
nondefeased loan ($24.3 million, 2.5%) is on the master servicer's
watchlist," S&P related. Details of this loan, as well as the
three largest top 10 nondefeased loans are set forth.

The One North Wacker loan, the largest nondefeased loan in
the pool, has a trust balance of $160.3 million (16.6%) and a
whole-loan balance of $205.3 million. The loan is secured by
a 1.3 million-sq.-ft. office building in Chicago. The reported
DSC was 3.21x for year-end 2010, and occupancy was 89.0% according
to the June 30, 2011 rent roll.

The Sunvalley Mall loan ($116.8 million, 12.1%), the second-
largest nondefeased loan in the pool, is secured by 1.0 million
sq. ft. of a 1.4 million-sq.-ft. regional mall in Concord, Calif.
The reported DSC was 2.44x for year-end 2010, and occupancy was
79.4% according to the July 7, 2011 rent roll.

The Bridgewater Commons Mall loan, the third-largest nondefeased
loan in the pool, has a trust balance of $99.3 million (10.3%) and
a whole-loan balance of $129.0 million. The loan is secured by
534,706 sq. ft. of an 887,057-sq.-ft. regional mall in Somerset
County, N.J. The reported DSC was 3.21x for year-end 2010, and
occupancy was 96.7% according to the June 30, 2011 rent roll.

The Newark Legal Center loan ($24.3 million, 2.5%), the seventh-
largest nondefeased loan in the pool, is secured by a 424,378-sq.-
ft. suburban office building in Newark, N.J. The loan is on
Berkadia's watchlist due to a low reported DSC, which was 0.87x
for year-end 2010. Occupancy was 86.8% according to the Jan. 21,
2011 rent roll.

"Standard & Poor's stressed the collateral in the pool according
to our criteria. The resultant credit enhancement levels are
consistent with our affirmed ratings," S&P stated.

Ratings Affirmed And Removed From CreditWatch Negative

GS Mortgage Securities Corp. II
Commercial mortgage pass-through certificates series 2003-C1
           Rating
Class   To         From              Credit enhancement (%)
B       AAA (sf)   AAA (sf)/Watch Neg                 15.92
C       AA+ (sf)   AA+ (sf)/Watch Neg                 14.25
D       AA (sf)    AA (sf)/Watch Neg                  13.00
E       AA- (sf)   AA- (sf)/Watch Neg                 11.12
F       A+ (sf)    A+ (sf)/Watch Neg                   9.87
G       A (sf)     A (sf)/Watch Neg                    7.79

Ratings Affirmed

GS Mortgage Securities Corp. II
Commercial mortgage pass-through certificates series 2003-C1

Class    Rating              Credit enhancement (%)
A-2B     AAA (sf)                             21.55
A-3      AAA (sf)                             21.55
H        BBB+ (sf)                             6.53
J        BBB (sf)                              5.28
K        BB+ (sf)                              4.03
L        BB (sf)                               3.20
M        BB- (sf)                              2.57
N        B+ (sf)                               1.95
O        B (sf)                                1.74
P        B- (sf)                               1.32
X-1      AAA (sf)                               N/A

N/A -- Not applicable.


GSC CAPITAL: Moody's Upgrades Rating on Class F Notes to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by GSC Capital Corp. Loan
Funding 2005-1:

US$25,500,000 Class B Floating Rate Notes Due 2020, Upgraded to
Aaa (sf); previously on June 22, 2011 Aa1 (sf) Placed Under
Review for Possible Upgrade;

US$16,500,000 Class C Floating Rate Notes Due 2020, Upgraded to
Aaa (sf); previously on June 22, 2011 Aa3 (sf) Placed Under
Review for Possible Upgrade;

US$12,000,000 Class D Deferrable Floating Rate Notes Due 2020,
Upgraded to A1 (sf); previously on June 22, 2011 Baa1 (sf) Placed
Under Review for Possible Upgrade;

US$ 21,300,000 Class E Deferrable Floating Rate Notes Due 2020,
Upgraded to Baa3 (sf); previously on June 22, 2011 Ba2 (sf)
Placed Under Review for Possible Upgrade; and

US$ 16,200,000 Class F Deferrable Floating Rate Notes Due 2020
(current outstanding balance of $14,367,642), Upgraded to Ba2
(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.

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 $236.7 million,
defaulted par of $9.6 million, a weighted average default
probability of 22.89% (implying a WARF of 3298), a weighted
average recovery rate upon default of 49.35%, and a diversity
score of 52. 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 certain collateral pool
characteristics will continue to maintain a positive "cushion"
relative to the covenant requirements. 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.

GSC Capital Corp. Loan Funding 2005-1, issued in January 2006, is
a collateralized loan obligation backed primarily by a portfolio
of senior secured loans, with significant exposure to senior
secured loans of middle market issuers.

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) 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
generally analyzes the impact of assuming the worse of reported
and covenanted values for weighted average rating factor, weighted
average spread, and diversity score. However, as part of the base
case, Moody's considered current levels for spread, diversity, and
weighted average rating factor due to the limited time remaining
until the end of reinvestment period.

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 with 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.


ICONIX CONVERTIBLE: Moody's Raises Rating of $287.5MM Notes to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Iconix Brand Group, Inc's
$287.5 million convertible senior subordinated notes due June 2012
to B1 from B2. The company's B1 Corporate Family and Probability
of Default ratings were affirmed. Iconix has an SGL-2 Speculative
Grade Liquidity rating. The rating outlook is positive.

Ratings affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1

Ratings upgraded:

Senior subordinated convertible notes due 2012 to B1 (LGD 4, 50%)
from B2 (LGD 4, 66%)

RATINGS RATIONALE

The upgrade of Iconix's convertible senior subordinated note
rating to B1 considers the repayment in full of the company's
secured term loan with cash previously raised through the May 23,
2011 issuance of $300 million 2.5% convertible senior subordinated
notes. This debt repayment eliminates the debt that was ahead of
the company's 1.875% convertible senior subordinated notes in its
capital structure and improves the notes recovery prospects based
on the application of Moody's Loss Given Default methodology.

The upgrade also reflects Moody's view that Iconix will not
take on material amounts of secured debt ahead of its senior
subordinated notes, despite the fact that there are no
restrictions in the senior subordinated note indentures on the
ability of the company to incur additional secured financings.
Senior subordinated notes outstanding currently include: (1) the
B1 convertible senior subordinated notes due June 2012 that
Moody's expects the company will redeem at or refinance prior to
maturity; and (2) $300 million 2.50% convertible senior sub notes
due June 2016 which are not rated.

The affirmation of Iconix's B1 Corporate Family Rating also
reflects the company's relatively low leverage with debt/EBITDA
for the latest 12-Month period ended June 30, 2011 at about 2.9
times which is a characteristic of a higher rating category based
on Moody's Global Cross industry comparables. As the company's
business model is neither fixed asset nor working capital
intensive, it generates significant free cash flow which has
historically been used to reduce debt and fund modest sized
acquisitions. The B1 Corporate Family Rating also considers that
while Iconix has a large near-term debt maturity -- the
convertible senior secured subordinated notes come due in less
than 12 months -- Moody's expects the company will have the
internal cash resources to redeem the notes in full. Iconix has
about $235 million of cash on hand and Moody's expects the company
will generate between $150 million and $200 million of free cash
flow over the next 12-month period.

Key credit concerns include Iconix's narrow business model that is
focused solely on licensing activities which Moody's views as
having a high business risk due to potential differing interests
and incentives between the licensor and licensee of the brand. In
addition, some of the company's brands, particularly those
targeted to younger customers, operate in fashion sensitive
categories. Another key credit concern is the company's high
customer concentration as four large retailers account for more
than 42% of Iconix's total revenue.

The positive rating outlook reflects Iconix's progress towards
addressing its 2012 refinancing needs while maintaining it
relatively low financial leverage and further demonstrating its
ability to generate meaningful amounts of free cash flow. Although
Iconix has already achieved the credit metrics it would need to
achieve a higher rating -- debt/EBITDA below 3.75 times and free
cash flow/debt above 15% -- any ratings improvement would depend
on how Iconix ultimately addresses its 2012 refinancing needs.
Ratings could be lowered if debt/EBITDA rises to 4.5 times or
free cash flow to debt dropped to 10% to any reason.

Independent of any change in the Corporate Family Rating. the
senior subordinated notes could be downgraded if Iconix were to
undertake any material future financing that resulted in a
substantial increase in secured financing in its debt capital
structure.

Iconix Brand Group, Inc.'s ratings were assigned by
evaluating factors that Moody's considers relevant to
the credit profile of the issuer, such as the company's
(i) business risk and competitive position compared with
others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near
to intermediate term; and (iv) management's track record
and tolerance for risk. Moody's compared these attributes
against other issuers both within and outside Iconix Brand
Group, Inc.'s core industry and believes Iconix Brand Group,
Inc.'s ratings are comparable to those of other issuers with
similar credit risk. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Iconix Brand Group, Inc. owns, licenses and markets a growing
portfolio of consumer brands including Candie's, Bongo, Badgley
Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean
Pacific, Danskin, Roca Wear, Cannon, Royal Velvet, Fieldcrest,
Charisma, Starter, Waverly and Zoo York. Iconix also owns an
interest in the Artful Dodger, Ed Hardy, Ecko, Mark Ecko, Material
Girl and Peanuts brands. For the latest 12-month period ended
June, 30 2011, the company reported annual revenues of about
$366 million.


JFIN CLO: Moody's Raises Class D Notes Rating to 'Ba2'
------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by JFIN CLO 2007 Ltd.:

US$23,500,000 Class B Senior Notes Due 2021, Upgraded to Aa1 (sf);
previously on June 22, 2011 Aa2 (sf) Placed Under Review for
Possible Upgrade;

US$33,000,000 Class C Deferrable Mezzanine Notes Due 2021,
Upgraded to A3 (sf); previously on June 22, 2011 Baa3 (sf) Placed
Under Review for Possible Upgrade;

US$26,500,000 Class D Deferrable Mezzanine Notes Due 2021,
Upgraded to Ba2 (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 credit improvement of
the underlying portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in September
2009. Based on August 2011 trustee report, the weighted average
rating factor is currently 3083 compared to 3389 in July 2009. The
overcollateralization ratios of the rated notes have also improved
since the rating action in September 2009. The Class A/B, Class C
and Class D overcollateralization ratios are reported at 131.73%,
118.15% and 109.11%, respectively, versus July 2009 levels of
121.14%, 108.9% and 100.73%, respectively, and all related
overcollateralization tests are currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" 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 $384 million,
defaulted par of $6.5 million, a weighted average default
probability of 26.19% (implying a WARF of 3271), a weighted
average recovery rate upon default of 49.48%, 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.

JFIN CLO 2007 Ltd., issued in July 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) 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) 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.

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.

4) 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 and diversity score. However, as part of
the base case, Moody's considered spread levels higher than the
covenant levels due to the large difference between the reported
and covenant levels.


JP MORGAN CHASE: Moody's Affirms C Ratings on 4 Cert. Classes
-------------------------------------------------------------
Moody's Investors Service affirmed these ratings of 21 CMBS
classes of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-LDP1:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa1 (sf); previously on Nov 11, 2010
Downgraded to Aa1 (sf)

Cl. A-JFL, Affirmed at Aa1 (sf); previously on Nov 11, 2010
Downgraded to Aa1 (sf)

Cl. B, Affirmed at A1 (sf); previously on Nov 11, 2010 Downgraded
to A1 (sf)

Cl. C, Affirmed at A2 (sf); previously on Nov 11, 2010 Downgraded
to A2 (sf)

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

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

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

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

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

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

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

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

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

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

Cl. X-1, Affirmed at Aaa (sf); previously on Mar 21, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Mar 21, 2005
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 our 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
4.4% of the current balance. At last review, Moody's cumulative
base expected loss was 5.0%. Moody's stressed scenario loss is
14.7% of the current balance. Moody's base expected loss is a
function of the total anticipated losses for the loans remaining
in the pool. The decrease in base expected loss is due an increase
in realized losses to the pool since Moody's 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 on
April 19, 2005. See the Credit Policy page on www.moodys.com for a
copy of this methodology.

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 our 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 28 compared to 30 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. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the September 15, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by 31%
to $1.98 billion from $2.88 billion at securitization. The
Certificates are collateralized by 191 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top loans
representing 44% of the pool. The pool contains one loan with an
investment grade credit estimate, which represents 1% of the pool,
and twelve loans that have been fully defeased by US Government
securities, which account for 7% of the pool.

Thirty-two loans, representing 11% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Thirteen loans have been liquidated from the pool, resulting in a
realized loss of $47.3 million (42% loss severity). Currently
eleven loans, representing 4% of the pool, are in special
servicing. None of the specially serviced loans account for more
than 1% of the pool. Moody's estimates an aggregate $29.5 million
loss for ten of the specially serviced loans (39% expected loss on
average).

Moody's has assumed a high default probability for nine poorly
performing loans representing 5% of the pool and has estimated an
aggregate $19.0 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 98%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 93%, compared to 94% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 8.8%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.40X and 1.07X, respectively, compared to
1.39X and 1.05X 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 that has a credit estimate is the Harbor Court Loan
($27.5 million -- 1.4%), which is secured by the leased fee
interest in the land beneath a 31-story mixed-use project located
in Honolulu, Hawaii. The improvements consist of a 202,000 square
foot office building, 120 residential condominium units and a
1,046-space parking structure. The loan is senior to any debt on
the property's improvements that exceeds a loan-to-value ratio of
50%. Performance of the groundlease has been stable. Moody's
current credit estimate and stressed DSCR are Baa3 and 1.30X,
respectively, the same as at last review.

The top three conduit loans represent 27% of the pool. The largest
conduit loan is the Woodbridge Center Loan ($197.0 million -- 9.9%
of the pool), which is secured by the borrower's interest in a 1.6
million square foot (557,000 square feet of loan collateral)
regional mall located in Woodbridge, New Jersey. The mall is
anchored by Sears, Macy's, Lord & Taylor, J.C. Penney and Dick's
Sporting Goods. As of July 2011, the in-line tenant space at the
property was 84% leased, compared to 86% at last review and 92% at
securitization. Performance has deteriorated slightly since last
review due to lower revenues. The loan is sponsored by General
Growth Properties. Moody's LTV and stressed DSCR are 76% and
1.13X, respectively, in-line with the prior review.

The second largest conduit loan is the One River Place Apartments
Loan ($186.6 million -- 9.4% of the pool), which is secured by a
921-unit Class A multifamily property located in New York City.
The property also includes 42,000 square feet of ground floor
retail space that is currently fully-leased. The apartment
component of the property is 97% leased, compared to 91% at last
review and 95% at securitization. Performance improved in 2010
over the prior year due to an increase in rental revenue, which
was partially offset by increased utilities and repairs and
maintenance expenses. Moody's LTV and stressed DSCR are 94% and
0.92X, respectively, compared to 100% and 0.87X at last review.
The third largest conduit loan is the Pier 39 Loan ($143.1 million
-- 7.2% of the pool), which is secured by the leasehold interest
in a 242,300 square foot specialty retail center located in the
Fisherman's Wharf area in San Francisco. The collateral is
encumbered by a ground lease that expires in 2042 and has no
renewal option. As of June 2011, the property was 91% leased,
compared to 84% at last review and 96% at securitization. Same
store sales at the property increased 6.4% in the first half of
2011 over the same period in the prior year. Moody's LTV and
stressed DSCR are 105% and 0.93X, respectively, compared to 117%
and 0.83X at last review.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are
issued by one of Moody's affiliates outside the EU are considered
EU Qualified by Extension and therefore available for regulatory
use in the EU. Further information on the EU endorsement status
and on the Moody's office that has issued a particular Credit
Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt,
this announcement provides relevant regulatory disclosures in
relation to each rating of a subsequently issued bond or note of
the same series or category/class of debt or pursuant to a program
for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides relevant
regulatory disclosures in relation to the rating action on the
support provider and in relation to each particular rating action
for securities that derive their credit ratings from the support
provider's credit rating. For provisional ratings, this
announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a
definitive rating that may be assigned subsequent to the final
issuance of the debt, in each case where the transaction structure
and terms have not changed prior to the assignment of the
definitive rating in a manner that would have affected the rating.
For further information please see the ratings tab on the
issuer/entity page for the respective issuer on www.moodys.com.
Moody's considers the quality of information available on the
rated entity, obligation or credit satisfactory for the purposes
of issuing a rating.

Moody's adopts all necessary measures so that the information it
uses in assigning a rating is of sufficient quality and from
sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.
Please see Moody's Rating Symbols and Definitions on the Rating
Process page on www.moodys.com for further information on the
meaning of each rating category and the definition of default and
recovery.

See ratings tab on the issuer/entity page on www.moodys.com for
the last rating action and the rating history. The date on which
some ratings were first released goes back to a time before
Moody's ratings were fully digitized and accurate data may not be
available. Consequently, Moody's provides a date that it believes
is the most reliable and accurate based on the information that is
available to it. Please see the ratings disclosure page on our
website www.moodys.com for further information.


JP MORGAN CHASE: Moody's Affirms C Ratings on 8 Cert. Classes
-------------------------------------------------------------
Moody's Investors Service downgraded these ratings of four CMBS
classes, confirmed four CMBS classes, and affirmed fifteen CMBS
classes of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1:

Cl. A-2, Affirmed at Aaa (sf); previously on Jan 14, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jan 14, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 2, 2010 Confirmed
at Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Dec 2, 2010
Confirmed at Aaa (sf)

Cl. A-M, Downgraded to A3 (sf); previously on Oct 5, 2011 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Ba2 (sf); previously on Oct 5, 2011 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B1 (sf); previously on Oct 5, 2011 Ba1 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to B3 (sf); previously on Oct 5, 2011 Ba3 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Confirmed at Caa1 (sf); previously on Oct 5, 2011 Caa1 (sf)
Placed Under Review for Possible Downgrade

Cl. E, Confirmed at Caa2 (sf); previously on Oct 5, 2011 Caa2 (sf)
Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Caa3 (sf); previously on Oct 5, 2011 Caa3 (sf)
Placed Under Review for Possible Downgrade

Cl. G, Confirmed at Ca (sf); previously on Oct 5, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

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

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

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

Cl. X-1, Affirmed at Aaa (sf); previously on Jan 14, 2008
Definitive Rating Assigned Aaa (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Jan 14, 2008
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are due to higher expected losses from specially
serviced and troubled loans along with increased realized losses
to the trust.

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 our 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
12.9% of the current balance. At last review, Moody's cumulative
base expected loss was 11.5%. Moody's stressed scenario loss is
24.7% 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 methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000. Please see the
Credit Policy page on www.moodys.com for a copy of these
methodologies.

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 our 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 19 compared to 20 at Moody's prior review.
In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses
the excel-based Large Loan Model v 8.1 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 November 4, 2010. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

DEAL PERFORMANCE

As of the September 15, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by
3.5% to $1.1 billion from $1.2 billion at securitization. The
Certificates are collateralized by 58 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten non-
defeased loans representing 49% of the pool. No defeasance has
occurred for this pool.

Eighteen loans, representing 32% 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 our
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 realized loss of $6.8 million (33% loss severity on
average). Due to realized losses Class NR has experienced a 27%
principal loss. Currently five loans, representing 12% of the
pool, are in special servicing. The master servicer has recognized
appraisal reductions totaling $87.2 million for the specially
serviced loans. Moody's has estimated a $89.7 million loss (66%
expected loss) for the specially serviced loans.

The largest specially serviced loan is the Westin Portfolio Loan
($104.3 million -- 9.2% of the pool), which is secured by two
Westin Hotels -- the Westin La Paloma, a 487 key full-service
hotel in Tucson, Arizona and the Westin Hilton Head, a 412 key
full-service ocean front hotel in Hilton Head, South Carolina. The
loan represents a 50.2% pari-passu interest in a $207.7 million
loan that is also held within JPMCC 2008-C2. The loan was
transferred to special servicing in October 2008 due to imminent
default. Moody's has estimated a $72.4 million loss (69.5% loss
given default) for this loan.

Moody's has assumed a high default probability for twelve poorly
performing loans representing 17% of the pool. Moody's has
estimated a $33.2 million loss (16% expected loss based on a 31%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 97% and 30%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV for the conduit component is 114% compared to
110% 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 9.6%.

Excluding specially serviced and troubled loans, Moody's
actual and stressed DSCRs for the conduit component are
1.19X and 0.97X, respectively, compared 1.31X and 1.05X
at last review. Moody's actual DSCR is based on Moody's
net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three performing conduit loans represent 28% of the
pool. The largest loan is the American Cancer Society Plaza
Loan ($136 million -- 12.0% of the pool), which is secured by a
996,000 SF office building located in Atlanta, GA. The property
was 82% leased as of June 2011, the same as last review. However,
performance has declined slightly due to a decrease in base rents.
The loan was interest-only throughout the first 48-months of its
10-year term and now is amortizing on a 360-month schedule and
matures in September 2017. Moody's LTV and stressed DSCR are 142%
and 0.74X, respectively, compared to 125% and 0.85X at last
review.

The second largest loan is the Block at Orange Loan
($109.5 million -- 9.6% of the pool), which is secured by a
701,171 SF outdoor outlet mall built in 1998 and located in
Orange, CA. As of December 2010 the property is 89% occupied
compared to 86% as of December 2009. The loan represents a 50.0%
pari-passu interest in a $219.0 million loan that is also held
within JPMCC 2008-C2. The loan recently began to amortize on a
360-month schedule and matures in October 2014. Moody's LTV and
stressed DSCR are 120% and 0.79X, respectively, compared to 137%
and 0.69X at last review.

The third largest loan is the Gurnee Mills Loan ($75.0 million
-- 6.6% of the pool), which is secured by a 1.8 million SF mall
(1.55 million SF serve as collateral) built in 1991 and located
fifty miles between Chicago and Milwaukee in Gurnee, IL. As
of March 2011 the property is 84% occupied, the same as last
review. The loan represents a 23.4% pari-passu interest in a
$321.0 million loan that is also held within JPMCC 2007-CIBC20.
The loan is interest-only through its 10-year term and matures in
July 2017. Moody's LTV and stressed DSCR are 128% and 0.74X,
respectively, compared to 130% and 0.73X at last review.


JPMCC 2007-FL1: Moody's Reviews 'Ba1' Rating of Cl. D Notes
-----------------------------------------------------------
Moody's Investors Service (Moody's) placed ten pooled classes and
one interest only class of J.P. Morgan Chase Commercial Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2007-FL1 on review for possible downgrade. Moody's rating
action is:

Cl. A-1, Aa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jun 9, 2011 Confirmed at Aa1 (sf)

Cl. A-2, Baa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jun 9, 2011 Confirmed at Baa1 (sf)

Cl. X-2, Aa1 (sf) Placed Under Review for Possible Downgrade;
previously on Jun 9, 2011 Confirmed at Aa1 (sf)

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

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

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

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

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

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

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

Cl. J, Ca (sf) Placed Under Review for Possible Downgrade;
previously on Dec 17, 2010 Downgraded to Ca (sf)

RATINGS RATIONALE

The classes have been placed under review for possible downgrade
due to pending maturities and anticipated interest shortfalls. The
master servicer, Berkadia Commercial Mortgage LLC, advised Moody's
that it will continue recovering outstanding advances on a
specially serviced loan, the 321 Ellis Loan ($17.7 million -- 1%
of the pool). As of the October 2011 remittance statement, there
were over $600,000 in outstanding servicer advances on the 321
Ellis Loan.

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $1.2 billion
from $1.6 billion at securitization. The Certificates are
collateralized by 16 mortgage loans ranging in size from 1% to 17%
of the pool. There are currently six loans in special servicing
(26% of pooled balance) which are the Resorts International loan
(10%), the Chartwell Portfolio loan (7%), the Malibu Canyon
Corporate Center loan (3%), the Westin Chicago North Shore loan
(3%), the Sofitel Minneapolis loan (1%) and the 321 Ellis loan
(1%).

The 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 review is
summarized in a press release dated June 9, 2011.

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

Moody's review will focus on the interest shortfalls, potential
losses from specially serviced loans and the performance of the
overall pool.


KINDER MORGAN: Moody's Reviews Ba1 Rating for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the rating of these certificates issued by Corporate
Backed Trust Certificates, Kinder Morgan, Inc. Debenture Backed
Series 2002-6:

US$10,574,190 Class A Certificates due March 1, 2098; Ba1, Placed
on Review for Possible Downgrade; Previously on June 2, 2008
Upgraded to Ba1

RATINGS RATIONALE

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of 7.45% Senior Debentures issued by Kinder Morgan, Inc.
which were placed on review for possible downgrade by Moody's on
October 18, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


LB COMMERCIAL: Moody's Affirms 'C' Rating on Class K Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded these ratings of two CMBS
classes and affirmed two CMBS classes of LB Commercial Mortgage
Trust 1999-C2, Commercial Mortgage Pass-Through Certificates,
Series 1999-C2:

Cl. H, Upgraded to Aaa (sf); previously on Oct 13, 1999 Definitive
Rating Assigned Ba2 (sf)

Cl. J, Upgraded to Baa3 (sf); previously on Jan 13, 2011
Downgraded to Caa1 (sf)

Cl. K, Affirmed at C (sf); previously on Jan 13, 2011 Downgraded
to C (sf)

Cl. X, Affirmed at Aaa (sf); previously on Oct 13, 1999 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The upgrades are due to increased credit subordination levels
resulting from paydowns, amortization and overall stable pool
performance. The pool has paid down 66% since Moody's prior
review.

Moody's rating action reflects a cumulative base expected loss of
6.8% of the current balance. At last review, Moody's cumulative
base expected loss was 11.8%. 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

Due to the high level of credit subordination, it is unlikely that
investment grade classes would be downgraded even if losses are
higher than Moody's expected base.

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.

In rating this transaction, Moody's used its credit-tenant lease
("CTL") financing methodology approach ("CTL" approach). Under
Moody's CTL approach, the rating of a transaction's certificates
is primarily based on the senior unsecured debt rating (or the
corporate family rating) of the tenant, usually an investment
grade rated company, leasing the real estate collateral supporting
the bonds. This tenant's credit rating is the key factor in
determining the probability of default on the underlying lease.
The lease generally is "bondable", which means it is an absolute
net lease, yielding fixed rent paid to the trust through a lock-
box, sufficient under all circumstances to pay in full all
interest and principal of the loan. The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust. The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default. Moody's also
considers the overall structure and legal integrity of the
transaction. For deals that include a pool of credit tenant loans,
Moody's currently uses a Gaussian copula model, incorporated in
its public CDO rating model CDOROMv2.8 to generate a portfolio
loss distribution to assess the ratings.

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
prior full review is summarized in a press release dated
January 13, 2011.

DEAL PERFORMANCE

As of the September 15, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by 98%
to $15.9 million from $892.4 million at securitization. The
Certificates are collateralized by 12 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top ten loans
representing 92% of the pool. The entirety of the pool is backed
by credit tenant leases loans (CTL loans).

There are currently no loans on the master servicer's watchlist or
in the special servicing.

Twenty-seven loans have been liquidated from the pool, resulting
in an aggregate realized loss of $23.4 million (22% loss severity
on average). Due to realized losses, classes L, M, N and P have
been eliminated entirely and class K has experienced a 26%
principal loss. At Moody's prior review the pool had experienced
an aggregate $21.5 million realized loss.

The CTL loans are secured by 12 properties leased to four tenants.
The exposures are CVS/Caremark Corp. (Moody's senior unsecured
rating Baa2 -- stable outlook; 71% of the pool), Rite Aid
Corporation (Moody's LT corporate family rating Caa2 -- stable
outlook; 14% of the pool), Walgreen Corporation (Moody's senior
unsecured rating A2 -- negative outlook; 11% of the pool), and
McDonald's Corporation (Moody's senior unsecured rating A2 --
stable outlook; 4% of the pool).

The bottom-dollar weighted average rating factor (WARF) for this
pool is 1,213 compared to 1,448 at last review. WARF is a measure
of the overall quality of a pool of diverse credits. The bottom-
dollar WARF is a measure of the default probability within the
pool.


LB-UBS COMMERCIAL: Moody's Affirms 'C' Rating on Class S Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed these ratings of 21 CMBS
classes of LB-UBS Commercial Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2003-C7:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. A-1b, Affirmed at Aaa (sf); previously on Oct 15, 2003
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Apr 20, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Apr 20, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Dec 9, 2010 Upgraded to
Aaa (sf)

Cl. E, Affirmed at Aa1 (sf); previously on Dec 9, 2010 Upgraded to
Aa1 (sf)

Cl. F, Affirmed at A2 (sf); previously on Oct 15, 2003 Definitive
Rating Assigned A2 (sf)

Cl. G, Affirmed at A3 (sf); previously on Oct 15, 2003 Definitive
Rating Assigned A3 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Oct 15, 2003
Definitive Rating Assigned Baa2 (sf)

Cl. K, Affirmed at Ba1 (sf); previously on Jun 18, 2009 Downgraded
to Ba1 (sf)

Cl. L, Affirmed at Ba3 (sf); previously on Jun 18, 2009 Downgraded
to Ba3 (sf)

Cl. M, Affirmed at B1 (sf); previously on Jun 18, 2009 Downgraded
to B1 (sf)

Cl. N, Affirmed at B2 (sf); previously on Jun 18, 2009 Downgraded
to B2 (sf)

Cl. P, Affirmed at Caa1 (sf); previously on Dec 9, 2010 Downgraded
to Caa1 (sf)

Cl. Q, Affirmed at Ca (sf); previously on Dec 9, 2010 Downgraded
to Ca (sf)

Cl. S, Affirmed at C (sf); previously on Dec 9, 2010 Downgraded to
C (sf)

Cl. BA, Affirmed at Baa3 (sf); previously on Jun 18, 2009
Downgraded to Baa3 (sf)

Cl. X-CL, Affirmed at Aaa (sf); previously on Oct 15, 2003
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 our 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
3.7% of the current balance. At last review, Moody's cumulative
base expected loss was 3.7%. Moody's stressed scenario loss is
7.3% of the current balance. Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

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

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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. Please see the Credit
Policy page on www.moodys.com for a copy of these methodologies.
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 our 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 9, 2010. See the
ratings tab on the issuer / entity page on moodys.com for the last
rating action and the ratings history.

DEAL PERFORMANCE

As of the September 16, 2011 distribution date, the
transaction's aggregate certificate balance has decreased by
45% to $790.1 million from $1.4 billion at securitization. The
Certificates are collateralized by 37 mortgage loans ranging in
size from less than 1% to 27% of the pool, with the top ten loans
representing 81% of the pool. The pool contains four loans with
investment grade credit estimates that represent 51% of the pool.
Four loans, representing 6% of the pool, have defeased and are
collateralized with U.S. Government securities.

Eight loans, representing 13% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $604 thousand (18% loss severity
overall). Four loans, representing 17% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $46 million appraisal reduction for four of the
specially serviced loans. Moody's has estimated an aggregate
$16.5 million loss (34% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 5% of the pool and has estimated a
$5.6 million aggregate loss (15% 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 94% and 64% of the pool's non-
defeased loans, respectively. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 74% compared to
89% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 17% 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 1.94X and 1.45X, respectively, compared to
1.53X and 1.15X 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 8, the same at Moody's prior review.
The largest loan with a credit estimate is the Bank of America
Building Loan ($206.7 million -- 26.2%), which is secured by a
1.1 million square foot (SF) office building located in Midtown
Manhattan. The top three tenants are Enhance Financial Services
(11% of the net rentable area (NRA); lease expiration in August
2015), Bank of America (10% of the NRA; lease expiration in
December 2013) and Towers Perrin (9% of the NRA; lease expiration
in August 2018). The property was 88% leased as of June 2011
compared to 80% as of December 2010 and 100% as of December 2009.
Moody's current credit estimate and stressed DSCR are Baa3 and
1.31X, respectively, essentially the same as at last review.
The second largest loan with a credit estimate is the Valley Plaza
Shopping Center Loan ($89.5 million -- 11.3%), which is secured by
a 1.1 million SF super-regional mall located in Bakersfield,
California. The mall is anchored by JC Penny, Macy's, Sears and
Target. The inline space was 91% leased as of March 2011 compared
to 90% as of June 2010. Performance is stable. Moody's current
credit estimate and stressed DSCR are A3 and 1.76X, respectively,
compared to A3 and 1.70X at last review.

The third largest loan with a credit estimate is the Westfield
Shoppingtown Santa Anita Loan ($65.6 million -- 8.3%), which is
secured by a 1.1 million SF regional mall located 18 miles east of
downtown Los Angeles, California. The mall is anchored by Macy's,
Nordstrom, JC Penney and AMC Theaters. The property was 98% leased
as of March 2011 compared to 97% as of December 2010 and December
2009. Moody's current credit estimate and stressed DSCR are Aaa
and 3.86X, respectively, compared to Aaa and 3.51X at last review.
The fourth largest loan with a credit estimate is the Visalia Mall
Loan ($38.0 million -- 4.8%), which is secured by a 440,000 SF
regional mall located in Visalia, California. The mall is anchored
by JC Penney and Macy's. The property was 96% leased as of June
100, the same as of December 2010 and December 2009. Moody's
current credit estimate and stressed DSCR are A3 and 1.75X,
respectively, compared to A3 and 1.71X at last review.

The top three performing conduit loans represent 13% of the
pool balance. The largest loan is the Parklawn Building Loan
($90.0 million -- 11.4%), which is secured by a 1.3 million
SF Class B office building located in Rockville, Maryland.
The property's office space is fully leased to the United
States General Services Administration. Moody's anticipates
an improvement in the property's operating performance due
to the renewal of the GSA lease at a rental rate in line with
the submarket rate. Moody's LTV and stressed DSCR are 53% and
1.87X, respectively, compared to 94% and 1.06X at last review.

The second largest loan is the Moorestown Mall Loan ($55.2 million
-- 7.0%), which is secured by a 1.1 million SF regional mall
located in Moorestown Township, New Jersey. The mall I anchored by
Macy's, Boscov's, Lord & Taylor and Sears. The property was 92%
leased as of July 2011 compared to 93% as of December 2010 and
December 2009. Property performance declined due to a decrease in
effective gross income, but was partially offset by a decrease in
operating expenses. Moody's LTV and stressed DSCR are 101% and
0.99X, respectively, compared to 94% and 1.06X at last review.
The third largest loan is the Gotham Park Loan ($21.2 million -
2.7%), which is secured by a 93,000 SF office building located in
New York, New York. The property was 100% leased as of June 2011,
the same as of December 2010 and December 2009. Performance is
stable. Moody's LTV and stressed DSCR are 68% and 1.50X,
respectively, compared to 69% and 1.48X at last review.


LB-UBS COMMERCIAL: S&P Cuts 2 Certs. Classes Ratings to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2007-C1, a U.S. commercial mortgage-
backed securities (CMBS) transaction. "In addition, we affirmed
our ratings on 14 other classes from the same transaction," S&P
said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS 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. Our
downgrades reflect credit support erosion that we anticipate
will occur upon the resolution of 11 ($176.1 million, 5.1%) of
the 12 ($472.8 million, 13.7%) assets with the special servicer
and one loan ($10.3 million, 0.3%) that we determined to be
credit-impaired. The downgrades also considered 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," S&P said.

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

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.28x and a loan-to-value
(LTV) ratio of 113.3%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of
0.81x and an LTV ratio of 149.6%. The implied defaults and loss
severity under the 'AAA' scenario were 96.1% and 36.9%. Our
adjusted DSC and LTV figures excluded 11 ($176.1 million, 5.1%) of
the 12 ($472.8 million, 13.7%) assets that are currently with the
special servicer and one loan we deemed to be credit impaired
($10.3 million, 0.3%). We separately estimated losses for the
specially serviced and credit-impaired assets and included them in
our 'AAA' scenario implied default and loss severity figures," S&P
related.

                       Credit Considerations

As of the Sept. 16, 2011 trustee remittance report, 12 assets
($472.8 million, 13.7%) in the pool were with the special
servicer, LNR Partners LLC (LNR). The reported payment status of
the specially serviced assets as of the most recent trustee
remittance report: one is real estate owned (REO; $12.5 million,
0.4%), six are in foreclosure ($31.5 million, 0.9%), two are 90-
plus days delinquent ($56.6 million, 1.6%), one is 60-plus days
delinquent ($3.1 million, 0.1%), one is less than 30 days
delinquent ($296.7 million, 8.6%), and one is in its grace period
($72.4 million, 2.1%). Appraisal reduction amounts (ARAs) totaling
$42.6 million are in effect for eight of the specially serviced
assets. Details of the three largest specially serviced assets,
two of which are top 10 assets, are:

The Bethany Maryland Portfolio loan ($296.7 million, 8.6%),
is the fourth-largest asset in the pool and the largest
asset with the special servicer. The loan has a total
reported exposure of $297.7 million and is secured by 16
multifamily apartment buildings totaling 4,946 units in
Maryland and Texas. The loan, which has a reported payment
status that is less than 30 days delinquent, was assumed
based on a sale of the properties through bankruptcy and
subsequently modified and consolidated on March 24, 2010,
from three loans in the trust: the Bethany Maryland Portfolio,
Bethany Houston Portfolio, and Bethany Austin Portfolio loans.
The loan was transferred back to the special servicer on Feb. 23,
2011, because the borrower requested for a loan modification due
to cash flow issues. LNR is reviewing the borrower's proposal
for a loan modification, but is pursuing foreclosure process
simultaneously. As of September 2010, reported DSC and occupancy
were 1.42x and 84.8%.

The Extendicare Portfolio loan is the eight-largest asset in the
pool and second-largest asset with the special servicer. The loan
has a whole-loan balance of $289.6 million that is divided into
three pari passu pieces, of which $72.4 million makes up 2.1% of
the trust balance. The loan has a total reported trust exposure of
$73.3 million and is secured by a first mortgage encumbering 82
health care facilities located in 10 states, containing 8,492
licensed beds. The loan, which has a reported payment status in
grace, was transferred to the special servicer on June 10, 2011,
due to imminent default. The borrower requested for an extension
of its original scheduled maturity date of Nov. 11, 2011, by six
months and other modifications in order to refinance the loan with
HUD financing. According to LNR, the loan was modified effective
June 13, 2011, extending the original maturity to May 11, 2012,
and provides for the borrower to pay off the loan in three stages
starting from August 2011 through May 11, 2012. As of year-end
2010, the reported DSC and occupancy were 2.75x and 88.0%. "We
expect a minimal loss upon the eventual resolution of this loan,"
S&P related.

The Cold Storage Industrial loan ($49.7 million, 1.5%), the third-
largest asset with the special servicer, has a total reported
exposure of $51.6 million. The loan is secured by a 517,877-sq.
ft. industrial property in University Park, Ill. The loan, which
has a reported payment status of 90-plus days delinquent, was
transferred to the special servicer on April 20, 2011, for
imminent default. LNR stated that it had engaged legal counsel as
of May 17, 2011, and sent a default letter on July 12, 2011. As of
year-end 2010, the reported DSC and occupancy were 1.13x and 100%,
respectively. An ARA of $12.6 million is in effect against the
loan. We expect a moderate loss upon the resolution of this loan.

The nine remaining specially serviced assets have individual
balances that represent less than 1.5% of the pooled trust
balance. ARAs totaling $30.0 million are in effect against seven
of these assets. "We estimated losses for the nine specially
serviced assets, arriving at a weighted-average loss severity of
69.0%," S&P said.

"In addition to the specially serviced assets, we determined the
Gallery at Warren Conner loan ($10.3 million, 0.3%) to be credit-
impaired. The loan, which is secured by 137,541-sq.-ft. retail
center in Detroit, is on the master servicer's watchlist because
seven tenants comprising 59.9% of the net rentable area have lease
expiration in 2011. The master servicer indicated that the
borrower is facing difficulty retaining or replacing the tenancy
at the property and may transfer the loan to special servicing. As
a result, we viewed this loan at an increased risk of default and
loss," S&P related.

                      Transaction Summary

As of the Sept. 16, 2011 trustee remittance report, the collateral
pool balance was $3.44 billion, or 92.6% of the balance at
issuance. The pool includes 132 loans and one REO asset, down from
145 loans at issuance. The master servicer, KeyBank Real Estate
Capital (KeyBank), provided financial information for 90.6% of the
loans in the pool, 74.1% of which was full-year 2010 data.

"We calculated a weighted average DSC of 1.36x for the assets in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.28x and 113.3%. Our adjusted DSC and LTV
figures excluded 11 assets ($176.1 million, 5.1%) of the 12
($472.8 million, 13.7%) assets that are currently with the
special servicer and one loan we deemed to be credit-impaired
($10.3 million, 0.3%). We separately estimated losses for the
specially serviced and credit-impaired assets and included them in
our 'AAA' scenario implied default and loss severity figures. To
date, the transaction has experienced $53.7 million in losses
related to seven assets. Eighteen loans ($638.2 million, 18.6%) in
the pool are on the master servicer's watchlist. Twenty-four loans
($694.6 million, 20.2%) have a reported DSC of less than 1.10x, 12
of which ($214.9 million, 6.3%) have a reported DSC of less than
1.00x," S&P said.

                     Summary Of Top 10 Assets

The top 10 assets have an aggregate outstanding balance of
$2.09 billion (60.7%). "Using servicer-reported numbers, we
calculated a weighted average DSC of 1.41x for the nine of
the top 10 assets (one is non-reporting). Two of the top 10
assets ($404.0 million, 11.8%) are on the master servicer's
watchlist and are discussed below. Our adjusted DSC and LTV
ratio for the top 10 assets were 1.27x and 112.6%," S&P said.

The 1745 Broadway loan, the second-largest assets in the pool, has
a $340.0 million (9.9%) trust balance. The loan, which is secured
by a 636,598-sq.-ft. office building in New York City, is on the
master servicer's watchlist due to a low reported DSC of 1.08x as
of year-end 2010. The reported occupancy was 100%, according to
the June 30, 2011, rent roll.

The Towers at Park Central loan, the ninth-largest asset in the
pool, has a $64.0 million (1.9%) trust balance. The loan, which
is secured by three office buildings totaling 845,865 sq. ft.
in Dallas, is on the master servicer's watchlist to due a low
reported occupancy and DSC. The reported occupancy was 72.3%,
according to the June 30, 2011, rent roll, and the reported DSC
was 0.66x for the 12 months ended June 30, 2011.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. The resultant credit enhancement levels are
consistent with S&P's lowered and affirmed ratings.

Ratings Lowered

LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage pass-through certificates
                Rating
Class      To           From       Credit enhancement (%)
E          CCC+ (sf)    B (sf)                       6.80
F          CCC- (sf)    B- (sf)                      5.86
G          CCC- (sf)    CCC (sf)                     4.91

Ratings Affirmed

LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage pass-through certificates

Class      Rating       Credit enhancement (%)
A-2        AAA (sf)                      30.82
A-3        AAA (sf)                      30.82
A-AB       AAA (sf)                      30.82
A-4        A+ (sf)                       30.82
A-1A       A+ (sf)                       30.82
A-M        BBB (sf)                      20.03
A-J        BB- (sf)                      10.85
B          B+ (sf)                       10.04
C          B+ (sf)                        8.42
D          B (sf)                         7.34
H          CCC- (sf)                      3.70
X-CL       AAA (sf)                        N/A
X-CP       AAA (sf)                        N/A
X-W        AAA (sf)                        N/A

N/A -- Not applicable.


LEARNING CORP: Moody's Cuts Ratings on 5 Loan Classes to Caa3(sf)
-----------------------------------------------------------------
Moody's Investors Service downgraded eight classes of the Access
to Loans for Learning Corporation, 2005 Indenture.

Ratings Rationale

The downgrade to Caa3 (sf) is prompted by the continued
deterioration of total parity (i.e. total assets divided by total
liabilities). Total parity as of June 30, 2011 was 91.6%. Because
the transaction generates negative excess spread we expect the
total parity to continue declining. Insufficient collateral base
exposes the notes to a significant default risk. The bonds have
been paying a very high bank rate since September 30, 2008, when
they were put back to the liquidity banks.

In addition, Moody's is correcting the rating history of the three
bank bonds issued from this transaction. A full list of the
affected bonds and the corrected rating history is below. The
initial ratings were based on financial guaranty insurance
policies provided by Ambac Assurance Corporation. If a structured
finance security is wrapped by a financial guarantor, Moody's
rating will be the higher of (i) the guarantor's financial
strength rating and (ii) the current underlying rating (i.e.,
absent consideration of the guaranty) on the security.

The methodology that was used in rating these transactions is
"Methodology Update on Basis Risk in FFELP Student Loan-Backed
Securitization," which was published in November 2008. 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.

Issuer: Access to Loans for Learning Corporation, 2005 Indenture

2005-V-A-1, Downgraded to Caa3 (sf); previously on Jul 29, 2009
Downgraded to Caa2 (sf)

2005-V-A-2, Downgraded to Caa3 (sf); previously on Jul 29, 2009
Downgraded to Caa2 (sf)

2006-V-A-3, Downgraded to Caa3 (sf); previously on Jul 29, 2009
Downgraded to Caa2 (sf)

2006-V-A-4, Downgraded to Caa3 (sf); previously on Jul 29, 2009
Downgraded to Caa2 (sf)

2006-V-A-5, Downgraded to Caa3 (sf); previously on Jul 29, 2009
Downgraded to Caa2 (sf)

The correct long-term rating history for the Access to Loans for
Learning Corporation 2006 V-A-3 (Bank Bonds), Access to Loans for
Learning Corporation 2006 V-A-4 (Bank Bonds), and Access to Loans
for Learning Corporation 2006-V-A-5 (Bank Bonds) is as follows:

12/8/2008 Rating Aa3 (sf) On Watch Direction Uncertain

2/2/2009 Rating Downgraded to Baa1 (sf) from Aa3 (sf)

3/3/2009 Rating Baa1 (sf) On Watch for Possible Downgrade

4/13/2009 Rating Downgraded to Ba3 (sf) from Baa1 (sf)

7/29/2009 Rating Downgraded to Caa2 (sf) from Ba3 (sf)

10/XX/2011 Rating Downgraded to Caa3 (sf) from Caa2 (sf)


LEGG MASON: Moody's Affirms Cl. C Notes Rating at 'Caa1'
--------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued
by Legg Mason Real Estate CDO II, Corp. 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 and collateralized loan obligation (CRE CDO CLO)
transactions.

Moody's rating action:

Cl. A-1T, Affirmed at Aaa (sf); previously on Apr 20, 2009
Confirmed at Aaa (sf)

Cl. A-1R, Affirmed at Aaa (sf); previously on Apr 20, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at Aa2 (sf); previously on Apr 20, 2009
Downgraded to Aa2 (sf)

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

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

RATINGS RATIONALE

Legg Mason Real Estate CDO II, Corp. is a revolving (the
Reinvestment Period will end in May, 2012) cash CRE CDO. As of
the September 26, 2011 Trustee report (including future funding
commitments), the transaction is backed by a portfolio of whole
loans (78.4% of the pool balance), commercial mortgage backed
securities (CMBS) (11.8%), CRE CDO debt (5.1%), B-Notes (2.9%),
and mezzanine loans (1.8%). The aggregate Note balance of the
transaction, including Income Notes and the Class A-1R Undrawn
Amount, is $525 million, the same as at issuance, while the
transaction is passing all of its principal coverage and interest
coverage ratio tests.

There are eight assets with a par balance of $73.2 million (13.8%
of the current pool balance) that are considered Defaulted
Securities as of the September 26, 2011 Trustee report, compared
to nine assets (17.1% of the pool balance) at last review.

Moody's has identified these 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 6,631 compared to 6,763 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.7% compared to 2.5% at last review), A1-A3
(0.4% compared to 5.8% at last review), Baa1-Baa3 (11.0% compared
to 5.0% at last review), Ba1-Ba3 (0.9%, the same as that at last
review), B1-B3 (5.2% compared to 7.6% at last review), and Caa1-C
(79.8% compared to 78.2% 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 3.1 years compared
to 2.8 at last review. Moody's is modeling the actual WAL of the
collateral pool with assumptions about extensions of the loan
collateral.

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
51.7% compared to 51.0% 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 100%, the same as that at last review.

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
51.7% to 41.7% or up to 61.7% would result in average rating
movement on the rated tranches of 0 to 7 notches downward and 0 to
10 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.


MARIAH RE: S&P Lowers Rating on Series 2010-1 Notes to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Mariah Re
Ltd.'s Series 2010-1 notes to 'CC(sf)' from 'CCC(sf)' and removed
the rating from CreditWatch, where it was placed with negative
implications on Oct. 4, 2011.

The cedent, American Family Mutual Insurance Co., submitted an
event notice to Mariah Re Ltd. that indicated they believe the
attachment point has been breached and Mariah Re Ltd. will owe
them a payment on Dec. 31, 2011, the next payment date. In
addition, Mariah Re Ltd. submitted an event report request to
AIR Worldwide Corp., which requires AIR, pursuant to the terms in
the calculation agent agreement, to calculate the sum of covered
events and the issuer payment amount. "Because of the reporting
requirements in the transaction, we have not received notice as to
which events resulted in an increase to the covered loss amount.
However, we believe the results from AIR's calculation will
confirm that the covered losses have exceeded the initial
attachment level," S&P related.

The initial attachment level is $825 million and, through Sept.
30, covered losses totaled $790.15 million. "We expect the
additional reported covered losses to exceed the difference of
$34.85 million, which will result in a reduction in the
outstanding principal balance. We expect to maintain the
'CC(sf)' rating on the notes until Mariah Re Ltd. makes an issuer
payment to the cedent, and then we will lower the rating to
'D(sf)'," S&P said.

Ratings List
Downgraded
                         To              From
Mariah Re Ltd.
Series 2010-1 notes     CC(sf)          CCC(sf)/Watch Neg


MERRILL LYNCH: Moody's Affirms 'C' Rating on 3 Note Classes
-----------------------------------------------------------
Moody's Investors Service downgraded these ratings of three CMBS
classes, confirmed the ratings of four CMBS classes, and affirmed
the ratings of 12 CMBS classes of Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1:

Cl. A-2, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3A, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Confirmed at Aaa (sf); previously on Oct 5, 2011 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Baa1 (sf); previously on Oct 5, 2011 A3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba2 (sf); previously on Oct 5, 2011 Baa3 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to B2 (sf); previously on Oct 5, 2011 Ba3 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Confirmed at Caa1 (sf); previously on Oct 5, 2011 Caa1 (sf)
Placed Under Review for Possible Downgrade

Cl. E, Confirmed at Caa2 (sf); previously on Oct 5, 2011 Caa2 (sf)
Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Caa3 (sf); previously on Oct 5, 2011 Caa3 (sf)
Placed Under Review for Possible Downgrade

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

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

Cl. XC, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

Cl. XP, Affirmed at Aaa (sf); previously on Sep 20, 2005
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are due to higher expected losses from loans in
special servicing and troubled loans along with increased realized
losses to the trust.

The affirmations and confirmations 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 our current base
expected loss, the credit enhancement levels for the affirmed and
confirmed classes are sufficient to maintain their current
ratings.

On October 5, 2011 Moody's placed seven classes on review for
possible downgrade. This action concludes our review.
Moody's rating action reflects a cumulative base expected loss of
9.5% of the current balance. At last review, Moody's cumulative
base expected loss was 8.6%. Moody's stressed scenario loss is
18.3% of the current balance. Moody's provides a current list of
base and stress scenario losses for conduit and fusion CMBS
transactions on moodys.com at:

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

Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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 of 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 2.60 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 our 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 30 compared to 31 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. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the September 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 16% to $1.7 billion
from $2 billion at securitization. The Certificates are
collateralized by 125 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten non-defeased loans
representing 35% of the pool. Four loans, representing 14% of the
pool, have defeased and are secured by U.S. Government securities.
Twenty-six loans, representing 13% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Six loans have been liquidated from the pool, resulting in a
realized loss of $29 million (54% loss severity). Currently 16
loans, representing 18% of the pool, are in special servicing. The
largest specially serviced loan is the Highwoods Portfolio 57 Loan
($100 million -- 6% of the pool), which is secured by a portfolio
of 33 office buildings, totaling 1.95 million square feet, located
in Tampa, Florida and Charlotte, North Carolina. The loan was
transferred to special servicing in March 2010 after the borrower
was unable to secure refinancing prior to the loan maturing in
August 2010. The note was restructured into an $100 million A note
and a $60 million B note in May 2011, and the maturity was
extended until May 2014.

The master servicer has recognized an aggregate $108.2 million
appraisal reduction for nine of the 16 specially serviced loans.
Moody's has estimated an aggregate $107.6 million loss (53%
expected loss on average) for all of the specially serviced loans.
Moody's has also assumed a high default probability for 14 poorly
performing loans representing 9% of the pool. Moody's has
estimated a $23 million loss (15% expected loss based on a 50%
probability default) from the troubled loans.

Moody's was provided with full year 2010 operating results for 90%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 100% compared to 103% 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 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.43X and 1.05X, respectively, compared to
1.45X and 1.03X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 17% of the pool.
The largest conduit loan is the Glenbrook Square Mall Loan ($169
million -- 10% of the pool), which is secured by a 1.2 million
square foot (873,230 square feet of loan collateral) regional mall
in Fort Wayne, Indiana that is owned by an affiliate of General
Growth Properties Inc. (GGP). This loan was transferred to special
servicing after GGP's bankruptcy filing in April 2009. Subsequent
to a modification in January 2010, the loan was returned to the
master servicer in May 2010. This loan is also subject to the 1%
workout fee associated with the modification agreement at the time
the loan is paid off. The mall is anchored by Macy's, JC Penney
and Sears. As of March 2011, in-line occupancy was 87% compared to
88% at last review. Moody's LTV and stressed DSCR are 113% and
0.84X, respectively, compared to 110% and 0.86X at last review.
The second largest loan is the U-Haul Self-Storage Portfolio Loan
($72.9 million -- 4.2%), which is secured by a pool of 50 U-Haul
self storage facilities located throughout 26 states. The largest
state concentrations are New York (20%), Texas (11%) and
Pennsylvania (8%). The facilities contain a total of 1.1 million
square feet. As of December 2010, the portfolio was 81% occupied,
essentially the same as last review. Performance has remained
relatively stable over the life of the loan. Moody's LTV and
stressed DSCR are 75% and 1.40X, respectively, compared to 73% and
1.44X, at last review.

The third largest conduit loan is the Residence Inn Hotel
Portfolio Loan ($49 million -- 2.8%), which is secured by four
limited service hotels located in New York, Florida and Texas.
Performance is in line with last review, however, it remains worse
than at time of securitization due to the downturn in the hotel
sector caused by the decline in business and tourist travel.
Moody's LTV and stressed DSCR are 139% and 0.93X, respectively,
essentially the same at last review.


MI HIGHER EDUCATION: Moody's Confirms B3 Ratings on 6 Bond Classes
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of six classes of
subordinate bonds and placed on review for possible downgrade 20
classes of the senior bonds issued by Mississippi Higher Education
Assistance Corporation under a master indenture established as of
July 1, 1999. The underlying collateral includes a pool of Federal
Family Education Loan Program (FFELP) student loans that are
guaranteed by the Department of Education.

RATINGS:

The complete actions are:

Issuer: Mississippi Higher Education Assistance Corporation (1999
Indenture)

Senior 99A-1, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 99A-3, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 2000-A-1, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 2000A-2, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 2000A-3, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 2000A-4, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Senior 2001-A-1, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Sr. 2003-A-1, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

Sr. 2003-A-2, Aaa (sf) Placed Under Review for Possible
Downgrade; previously on Aug 2, 2011 Confirmed at Aaa (sf)

2003A-3, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2004A-2, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2004A-3, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2004A-4, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2005A-1, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2005A-2, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2005A-3, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2005A-4, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2005A-5, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2006A-1, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

2006A-2, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Aug 2, 2011 Confirmed at Aaa (sf)

Subordinate 99B-1, Confirmed at B3 (sf); previously on Aug 12,
2009 B3 (sf) Placed Under Review for Possible Upgrade

Subordinate 2000-B-1, Confirmed at B3 (sf); previously on Aug 12,
2009 B3 (sf) Placed Under Review for Possible Upgrade

Subordinate 2000B-2, Confirmed at B3 (sf); previously on Aug 12,
2009 B3 (sf) Placed Under Review for Possible Upgrade

Sub. 2003-B-1, Confirmed at B3 (sf); previously on Aug 12, 2009
B3 (sf) Placed Under Review for Possible Upgrade

2005-B1, Confirmed at B3 (sf); previously on Aug 12, 2009 B3 (sf)
Placed Under Review for Possible Upgrade

2006B-1, Confirmed at B3 (sf); previously on Aug 12, 2009 B3 (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale

Moody's confirmed the ratings of the subordinate bonds, which were
previously put on review for possible upgrade, because the
transaction generates negative excess spread and the amount of
overcollateralization and cash in the trust accounts does not
provide the notes with sufficient protection against the negative
excess spread.

"The transaction generates negative excess spread under our
expected and stressed interest rate assumptions," Moody's says.
Although both total parity, i.e. the ratio of total assets to
total liabilities, and senior parity, i.e. the ratio of total
assets to total senior liabilities, were high at 107.83% and
120.47%, respectively, as of the June 30 2011 reporting date, the
transaction structure allows to release cash out of the trust as
long as the total parity and the senior parity remain at 103% and
112%, respectively.

In addition, the transaction allows redemption of senior and
subordinate bonds only if the total parity and senior parity after
redemption remain at least 102% and 110%, respectively. In the
stress cash flow scenario the senior bonds may stop receiving
principal payment early in the cash flow which could cause further
decline in parity levels. As a result, Moody's placed on review
the senior bonds for possible downgrade.

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 uncertainty with
regard to excess spread are increased basis risk. Ratings on Class
A would not be upgraded if spread between LIBOR and the financial
CP is 10 bps lower, or downgraded if the spread is 10 bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

In monitoring securitizations backed by student loans Moody's
evaluates operational and transaction governance risks introduced
by nonperformance of various transaction parties, in addition to
assessing liquidity and credit risks. The adherence of the
transaction parties to legal agreements governing securitization
transactions is the essential element of assuring that noteholders
receive the timely payments of interest and ultimate repayment of
their principal investments. Moody's monitors compliance with
covenants and other legal provisions of the transaction documents.

In addition, Moody's assesses both liquidity and credit risks of
the student loan transactions. The factors affecting liquidity and
credit performance of a transaction include defaults, guarantor
reject rates, voluntary prepayments, basis risk, borrower benefit
utilization, and the number of borrowers in non-repayment status,
such as deferment and forbearance. "As a part of our analysis,
Moody's examines historical FFELP static pool performance data. To
the extent that performance data is available from a specific
issuer, that information is used to arrive at our cash flow
assumptions for that particular issuer. If an issuer's data are
either limited or unavailable, our assumptions are based on FFELP
performance data received from other participants," Moody's says.

Historical interest rates and spreads are also analyzed to
evaluate the basis risk between the interest rate to which the
notes are indexed and the interest rate to which the FFELP loans
are indexed. This historical data is used to derive at expected,
or most likely, outcome for each variable. These expected
defaults, prepayments, interest rates, and other assumptions are
then stressed in accordance with the rating categories requested
by the issuer. Factors that influence the stress levels include
the availability of relevant issuer-specific performance data, the
seasoning of the loans, collateral concentrations (school types,
loan programs), the financial strength and stability of the
servicer, and the general economic environment.

These stressed assumptions are then incorporated into a cash flow
model that takes into account the FFELP loan characteristics as
well as structural (e.g., starting parity, cash flow waterfall,
bond tranching, etc.) and pricing features of the transaction. The
cash flow model outputs are analyzed to determine whether the
transaction as structured by the issuer has sufficient credit
protection to pay off the notes by their legal final maturity
dates. "In certain circumstances where cash flow runs are not
available, we rely on model results from similar transactions. We
also analyze the liquidity risk of the transaction given that
borrowers can be in non-repayment status while in school, grace,
deferment or forbearance status, and the transaction can
experience delays in default reimbursement and other payments,"
Moody's says. Basis risk is the primary credit risk in FFELP
student loan ABS. Moody's Aaa (sf) stressed basis risk assumption
between LIBOR and the CP Rate is 25 basis points with certain
periods in which the spread increases to 150 basis points. This is
based on an analysis of historical spreads between the two
indices.


MORGAN STANLEY: Fitch Affirm Junk Rating on Class G Notes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
Dean Witter Mortgage Capital Owner Trust, series 2000-F1:

  -- Class B affirmed at 'BBBsf'; Outlook Stable;
  -- Class C affirmed at 'BBsf'; Outlook Stable;
  -- Class D affirmed at 'Bsf'; Outlook Stable;
  -- Class E and F affirmed at 'C/RR1';
  -- Class G affirmed at 'Csf'; Recovery Rating revised to 'RR2'
     from 'RR3'.

Prior to the rating actions all of the above classes were on
Rating Watch Negative.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
Additionally, recovery prospects for the distressed notes have
changed, leading to a revision of the Recovery Rating (RR) for
class G.  For additional detail on Recovery Ratings, please refer
to Fitch's 'Criteria for Structured Finance Recovery Ratings'
dated July 12, 2011.

The Stable Rating Outlook assigned to classes B, C, and D reflects
Fitch's view that the current ratings are not expected to change
within the next 12-24 months, based on recent performance trends
and near term expectations.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


MORGAN STANLEY: Fitch Affirm Junk Rating on Eight Note Classes
--------------------------------------------------------------
Fitch Ratings has downgraded 11 and affirmed 12 classes of Morgan
Stanley Capital I Trust, commercial mortgage pass-through
certificates, series 2007-TOP27 (MSCI 2007-TOP27).

The downgrades reflect an increase in Fitch modeled losses across
the pool since the last review. Fitch modeled losses of 5% for
the remaining pool, or 5.3% of the initial pool balance.  This
compares to 4.3% in modeled losses at Fitch's previous review.
The increase in modeled losses is attributable to updated values
on specially-serviced loans and the deterioration in performance
on other Fitch loans of concern not in the top 15.  The smaller-
than-average class sizes make the junior classes more susceptible
to downgrades.

Fitch has designated 54 loans (17.9%) as Fitch Loans of Concern,
which includes 10 specially-serviced loans (3.3%).  Of the loans
in special servicing, six loans (2.5%) were real-estate owned
(REO), two loans (0.2%) were 90 days or more delinquent, one loan
(0.5%) was in foreclosure, and one loan (0.1%) was 30 days
delinquent.  Fitch expects classes J through P to be fully
depleted and class H to be impacted from losses associated with
the specially-serviced loans.

As of the October 2011 distribution date, the pool's aggregate
principal balance has been reduced by 3% (to $2.64 billion from
$2.72 billion at issuance), of which 2.5% were due to pay down and
0.5% were due to realized losses. There are no defeased loans.
Cumulative interest shortfalls totaling $4.7 million are affecting
classes G though P.

The largest contributor to modeled losses is a specially serviced
loan (0.5%) secured by three supermarket-anchored retail
properties totaling 193,566 square feet (sf) located in Aurora,
Bridgeview, and Joliet, IL.  The loan was transferred to special
servicing in March 2009 due to payment default.  The loan became
REO in December 2010. One of the properties is under contract,
while the other two are in a REO auction, according to the special
servicer.

The next contributor to modeled losses is a Fitch loan of concern
(0.8%) secured by two office buildings totaling 138,512 located in
Reston, VA.  At issuance, the combined occupancy was 100%.
According to the June 2011 rent roll, the combined occupancy
declined to 51.6%.  The decline is attributed to one tenant, who
initially occupied 37% of the total net rentable area (NRA),
vacating upon its lease expiration and another tenant who reduced
its NRA at the property. The loan remains current.

The third largest contributor to modeled losses is a specially
serviced loan (0.5%) secured by a 141,667 sf mixed-use property
located in Glen Burnie, MD. The loan was transferred to special
servicing in May 2009 due to the borrower's failure to remit debt
service payments.  The special servicer has indicated that a
foreclosure sale is scheduled for the end of October 2011. A
recent appraisal value indicates significant losses upon
liquidation.

An additional Fitch loan of concern (0.9%) that contributed to
modeled losses is secured by a 166,153 sf office property located
in Norwood, OH.  The property experienced a significant decline in
occupancy to 84% at year-end (YE) 2010 from 96% at YE 2009.
Multiple tenants at the property vacated its space prior to lease
expiration.  In addition, average rents at the property have
dropped by approximately 7% over that same time period.  The loan
remains current.

Fitch has downgraded and revised Recovery Ratings (RRs) on these
classes as indicated:

  -- $30.6 million class C to 'BBsf' from 'BBB-sf'; Outlook
     Negative;
  -- $30.6 million class D to 'Bsf' from 'BBsf'; Outlook Negative;
  -- $23.8 million class E to 'B-sf' from 'Bsf'; Outlook Negative;
  -- $23.8 million class F to 'CCCsf/RR1' from 'B-sf';
  -- $30.6 million class G to 'CCsf/RR1' from 'CCCsf/RR1';
  -- $23.8 million class H to 'Csf/RR5' from 'CCsf/RR3';
  -- $3.4 million class J to 'Csf/RR6' from 'CCsf/RR6';
  -- $3.4 million class K to 'Csf/RR6' from 'CCsf/RR6';
  -- $6.8 million class L to 'Csf/RR6' from 'CCsf/RR6';
  -- $6.8 million class M to 'Csf/RR6' from 'CCsf/RR6';
  -- $6.8 million class N to 'Csf/RR6' from 'CCsf/RR6'.

In addition, Fitch has affirmed and revised Rating Outlooks on
these classes as indicated:

  -- $28.5 million class A-1 at 'AAAsf'; Outlook Stable;
  -- $287.1 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $279.3 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $137.4 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $112.3 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $1.1 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $172.3 million class A-M at 'AAAsf'; Outlook Stable;
  -- $100 million class A-MFL at 'AAAsf'; Outlook Stable;
  -- $190.6 million class A-J at 'AAsf'; Outlook to Negative from
     Stable;
  -- $54.5 million class B at 'BBBsf'; Outlook to Negative from
     Stable;
  -- $3.4 million class O at 'Csf/RR6';
  -- $50.2 million class AW34 at 'AAAsf'; Outlook Stable.

Fitch does not rate the $11.1 million class P.  The rating on the
interest-only class X was previously withdrawn.  (For additional
information on the withdrawal of the rating on class X, see 'Fitch
Revises Practice for Rating IO & Pre-Payment Related Structured
Finance Securities', dated June 23, 2010.)


MORGAN STANLEY: Moody's Affirms Caa3 Rating on Class N Notes
------------------------------------------------------------
Moody's Investors Service downgraded these ratings of four CMBS
classes and affirmed 14 CMBS classes of Morgan Stanley Capital I
Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-
IQ6:

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

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

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

Cl. B, Affirmed at Aa1 (sf); previously on Mar 9, 2011 Confirmed
at Aa1 (sf)

Cl. C, Affirmed at A1 (sf); previously on Jan 5, 2007 Upgraded to
A1 (sf)

Cl. D, Affirmed at A3 (sf); previously on Dec 19, 2003 Definitive
Rating Assigned A3 (sf)

Cl. E, Affirmed at Baa1 (sf); previously on Dec 19, 2003
Definitive Rating Assigned Baa1 (sf)

Cl. F, Affirmed at Baa2 (sf); previously on Dec 19, 2003
Definitive Rating Assigned Baa2 (sf)

Cl. G, Affirmed at Baa3 (sf); previously on Dec 19, 2003
Definitive Rating Assigned Baa3 (sf)

Cl. H, Downgraded to Ba2 (sf); previously on Dec 19, 2003
Definitive Rating Assigned Ba1 (sf)

Cl. J, Downgraded to B1 (sf); previously on Feb 3, 2011 Downgraded
to Ba3 (sf)

Cl. K, Downgraded to B3 (sf); previously on Feb 3, 2011 Downgraded
to B2 (sf)

Cl. L, Downgraded to Caa1 (sf); previously on Feb 3, 2011
Downgraded to B3 (sf)

Cl. M, Affirmed at Caa2 (sf); previously on Feb 3, 2011 Downgraded
to Caa2 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Feb 3, 2011 Downgraded
to Caa3 (sf)

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

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

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

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from the uncertain timing of interest shortfalls and
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 our current base expected loss, the
credit enhancement levels for the affirmed classes are sufficient
to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
1.8% of the current lower pool balance compared to 2.1% at last
review. Moody's stressed scenario loss is 5.1% of the current
balance compared to 5.2% 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 the 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 our 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 21 compared to 25 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 February 3, 2011.

DEAL PERFORMANCE

As of the September 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 19% to $807.1
million from $997.7 million at securitization and 4% since Moody's
prior review in February 2011. The Certificates are collateralized
by 164 mortgage loans ranging in size from less than 1% to 14% of
the pool, with the top ten loans representing 45% of the pool.
Twenty-two loans have defeased, representing 13% of the pool, and
are collateralized by U.S. Government securities. There are
seventy-six loans with credit estimates representing 36% of the
pool. Loans secured by residential cooperative properties account
for 69 of those loans with credit estimates and 13% of the total
pool.

Thirteen loans, representing 3.2% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of $9.0 million (44% loss severity
overall) compared to no loans in prior reviews. Four loans,
representing 1.1%% of the pool, are currently in special
servicing. All four loans are secured by vacant Borders Book
Stores ($9.0 million -- 1.1% of the pool) which are secured by
four stores totaling 103,144 square feet (SF) located in Oklahoma
City, Oklahoma, Omaha, Nebraska, Columbia, Maryland and
Germantown, Maryland.. The crossed collateralized and cross
defaulted loans were transferred to special servicing in February
2011 due to imminent monetary default and are now in foreclosure.
The master service has not recognized any appraisal reductions
against these four vacant former Borders Book Stores. Moody's has
estimated an aggregate $4.0 million loss (45% expected loss on
average) for all of the specially serviced loans.
Moody's has assumed a high default probability for two poorly
performing loans representing 2% of the pool and has estimated a
$3.7 million loss (20% 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 65% of the
pool and full year 2010 operating results for 77% of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 78% compared to 77% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 14.0%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.0%.
Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.47X and 1.39X, respectively, compared to
1.49X and 1.38X 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 Mall at Tuttle
Crossing Loan ($111.1 million -- 13.8% of the pool), which is
secured by a 380,953 square foot (SF) mall located in Columbus,
Ohio. Anchor tenants include JC Penny, Sears and Macy's. The loan
is sponsored by Simon Property Group. As of June 2011, the
property was 90% leased the same as at last review. The mall's
financial performance increased slightly between year-end 2009 and
year-2010. Moody's credit estimate and stressed DSCR are A2 and
1.53X, respectively, compared to A2 and 1.52X at last review.
The second loan with a credit estimate is the WestShore Plaza Loan
($29.5 million -- 3.7% of the pool), which represents a 34% pari-
passu interest in an $86.7 million loan. The loan is secured by a
1.1 million SF regional mall located in Tampa, Florida. As of June
2011, the property was 88% leased compared to 96% at last review.
The loan is sponsored by a joint venture between Glimcher
Properties and Blackstone. Financial performance increased between
year-end 2009 and year-end 2010 and year-to-date financial figures
for 2011 suggest stable cash flow achievement. Moody's credit
estimate and stressed DSCR are A2 and 1.61X, respectively, the
same as at last review.

The third loan with a credit estimate is the 3 Times Square Loan
($24.9 million -- 3.1% of the pool), which represents a 20.6%
pari-passu interest in a $120.8 million A-note. The loan is
collateralized by the sponsor's leasehold interest in an 883,405
SF class A office building located in the Time Square District of
New York City. Major tenants include Reuters (79% of the net
rentable area (NRA); lease expiration November 2021) and Bank of
Montreal (12% of the NRA; lease expiration November 2021). The
property is 99% leased, consistent with occupancy since
securitization. The loan is sponsored by the Rudin Management
Company and Reuters. The loan was structured with a 218-month
amortization schedule and has amortized 4% since last review and
28% since securitization. The property is situated on a long-term
ground lease with an unaffiliated third-party. Moody's credit
estimate and stressed DSCR are Aaa and 3.18X, respectively,
compared to Aaa and 3.25X at last review.

The fourth loan with a credit estimate is the Country Club Mall
Loan ($17.5 million -- 2.2% of the pool), which is secured by a
392,139 SF mall located in Cumberland, Maryland. The mall is
anchored by Sears (23% of the NRA; lease expiration October 2012),
Bon-Ton (19% of the NRA; lease expiration January 2012) and JC
Penny (18% of NRA; lease expiration March 2016). The absence of
competing retail centers in the region offsets concerns about
lease expirations. Moody's credit estimate and stressed DSCR are
Baa2 and 1.83X, respectively, compared to Baa2 and 1.74X at last
review.

A loan formerly with a credit estimate is the 250 W 19th Street
Loan ($18.5 million -- 2.3% of the pool), which is secured by a
200-unit apartment building located in New York City's Chelsea
neighborhood. The loan fully defeased since last review and is now
secured by U.S. Government securities. Moody's prior credit
estimate was Aaa.

The top three performing conduit loans represent 16% of the pool
balance. The largest conduit loan is the 840 Michigan Avenue Loan
($54.8 million -- 6.8% of the pool), which is secured by an 87,136
SF retail center located on Chicago's Magnificent Mile, a
destination shopping and entertainment district. Major tenants
include H&M (53% of the net rentable area (NRA); lease expiration
August 2013), Escada (28% of the NRA; lease expiration January
2013) and Casual Male (15% of the NRA; lease expiration January
2013). The most recent financial and occupancy figures date from
2009 and 2010, respectively. Occupancy at the property was
reported at 100% as of December 2010 and financial performance was
stable as of December 2009. Moody's LTV and stressed DSCR are 70%
and 1.27X, respectively, compared to 71% and 1.25X at last review.
The second largest conduit loan is the 88 Sidney Street Loan
($35.6 million -- 4.4% of the pool), which is collateralized by a
145,275 SF class A lab building located in Cambridge,
Massachusetts. The property is 100% leased to a single tenant,
Alkermes Inc., whose lease expires in June 2012. Moody's used a
Lit/Dark analysis to reflect potential cash flow volatility due to
the single tenant's near term lease expiration. The loan was
structured with a 300 month amortization schedule and has
amortized 2.0% since last review and 16% since securitization.
Moody's LTV and stressed DSCR are 75% and 1.37X, respectively,
compared to 78% and 1.31X at last review.

The third largest conduit loan is the 609 Fifth Avenue Loan
($35.5 million -- 4.4% of the pool), which represents a 37.3%
pari-passu interest in a $95.4 million loan. The loan is secured
by a 147,958 SF office and street retail property located in the
Rockefeller Center/Fifth Avenue submarket of New York City. Major
tenants include American Girl Place (34% of the NRA; lease
expiration March 2018; retail tenant), DZ Bank (29% of the NRA;
lease expiration March 2017; office tenant) and Reebok (10% of the
NRA; lease expiration November 2013; office tenant). Financial
performance declined slightly between year-end 2009 and year-end
2010 reported results consistent with lower office space
occupancy. Occupancy as of June 2011 was reported at 83% versus
85% at year-end 2010 and 98% at year-end 2009. Moody's LTV and
stressed DSCR are 94% and 1.04X, respectively, compared to 91% and
1.07X at last review.


N-45 FIRST: DBRS Upgrades Series 2002-1 Class F Rating to 'BB'
--------------------------------------------------------------
DBRS has upgraded these ratings of N-45 First CMBS Issuer
Corporation, Series 2002-1:

  -- Class C to AAA (sf) from AA (sf)
  -- Class D to AA (sf) from A (sf)
  -- Class E to A (low) (sf) from BBB (sf)
  -- Class F to BB (sf) from B (high) (sf)

In addition, DBRS has confirmed these ratings of two Classes:

  -- Class B at AAA (sf)
  -- Class IO at AAA (sf)

Since issuance, the transaction has experienced a collateral
reduction of approximately 81.6% and the weighted-average debt
service coverage ratio, as of the September 2011 cut-off, was
1.70x.

As of the September 2011 remittance report, there are two loans on
the servicer's watchlist, though neither of these loans are on the
DBRS HotList.  One loan is on the watchlist for its October 1,
2011 maturity date and DBRS is awaiting servicer confirmation of
that loan's pay off.  Based on the loan's 32.5% debt yield, the
refinance probability is strong.  The second loan on the watchlist
has been flagged for a whole-loan DSCR below 1.10x; however, the
trust loan has a healthy DSCR of 1.85x.

Since the last DBRS review in October 2010, the transaction has
exhibited stable performance.  The upgrades recognize the
increased credit enhancement from the pay down of five loans since
the last review, in addition to the continued amortization of the
remaining loans in the pool.

DBRS continues to monitor this transaction on a monthly basis,
with ongoing information being available in the Monthly CMBS
Surveillance Report.


N-45 FIRST: DBRS Upgrades Series 2003-3 Class E Rating From 'BB'
----------------------------------------------------------------
DBRS has upgraded these ratings of four Classes of N-45 First CMBS
Issuer Corporation, Series 2003-3:

  -- Class B to AAA (sf) from AA (sf)
  -- Class C to AA (low) (sf) from A (sf)
  -- Class D at BBB (high) (sf) from BBB (low) (sf)
  -- Class E at BBB (sf) from BB (high) (sf)

In addition, DBRS has confirmed these ratings of two Classes:

  -- Class A-2 at AAA (sf)
  -- Class IO at AAA (sf)

Since issuance, the transaction has experienced a collateral
reduction of approximately 71.2% and the weighted-average debt
service coverage ratio, as of the September 2011 cut-off, was
1.54x.  Since the last DBRS deal review in October 2010, the
collateral has been reduced by 51.2%, as a result of the repayment
of the Fifth Avenue Place loan, in addition to the continued
amortization on the Place Bell Canada loan.

The transaction is now secured by one loan, Place Bell Canada,
which as of the September 2011 remittance report has an
outstanding principal balance of approximately $133.4 million.
The loan is secured by a 990,000 sf office property in Ottawa,
Ontario.  As of the May 2011 rent roll, the property was 99%
occupied, consistent with the occupancy rate at the last DBRS
review in October 2010.  The property performance benefits from
long term leases to the two largest tenants.  The largest tenant
at the subject is Bell Canada (rated BBB by DBRS) with a lease
expiring in 2022, ten years beyond the loan maturity.  The second
and third largest tenants are Public Works and Government Services
Canada (rated AAA by DBRS), with leases expiring between 2016 and
2020.  The loan matures in December 2012 and benefits from a
healthy debt yield of 15.8%, based on the YE2010 net cash flow.
The loan has full-recourse to H&R REIT (rated BBB by DBRS).

The upgrades reflect the increased credit enhancement from the
significant collateral reduction, in addition to the stable
performance of the remaining loan in the transaction.

There are no loans in special servicing, on the servicer's
watchlist or on the DBRS HotList.

DBRS continues to monitor this transaction on a monthly basis,
with ongoing information being available in the Monthly CMBS
Surveillance Report.


N-45 FIRST: DBRS Upgrades Series 2003-3 Class F Rating From 'B'
---------------------------------------------------------------
DBRS has upgraded these three classes of N-45 First CMBS Issuer
Corporation, Series 2003-1:

  -- Class D to AA (high) (sf) from AA (low) (sf)
  -- Class E to A (high) (sf) from BB (high) (sf)
  -- Class F to BBB (high) (sf) from B (sf)

DBRS has also confirmed the ratings on these other classes in the
transaction:

  -- Class A-2 at AAA (sf)
  -- Class B at AAA (sf)
  -- Class C at AAA (sf)
  -- Class IO at AAA (sf)

DBRS does not rate the $13.3 million Class G.  The trends for all
rated classes of the transaction are Stable.

As of the October 2011 remittance report, 13 loans remain in the
transaction.  There are no delinquent loans; however, two loans
are on the servicer's watchlist.  DBRS has placed one of those
loans on the DBRS HotList.

The 10555, Henri-Bourassa loan is secured by an industrial
property in Saint-Laurent, Quebec.  The property was built in
1975, renovated in 2001 and is located near the intersection of
highway 13 and highway 40, near the Montreal-Pierre Elliot
Trudeau International Airport.  The loan benefits from a 17-year
amortization schedule and the current leverage point, on a per
square foot basis, is low at $18.  The loan was added to the
servicer's watchlist in August 2011 because the sole tenant has a
lease that expires in January 2012.  The servicer has confirmed
that the tenant renewed their lease through September 30, 2016,
two years beyond loan maturity in 2012.

The Terrasse Terrebonne loan is secured by a retail property in
Terrebonne, Quebec.  The property was built in 1977 and is located
approximately 28 km north of downtown Montreal.  The loan is on
the watchlist because of the low occupancy rate and the
corresponding low DSCR.  The occupancy rate was reported at 50% as
of the May 2011 rent roll, which is consistent with the occupancy
rate at YE2010 and YE2009.  As a result of the low occupancy, the
DSCR declined to 0.63x at YE2009 and down to -0.26x at YE2010.
While the cash flow decline is concerning, the borrower has kept
the loan current since the performance began to decline in 2009.
DBRS has inquired with the servicer regarding the leasing efforts
at the property, but has not received an update.  The property is
currently leased to four tenants (the largest being a restaurant),
all of which have leases expiring one year after loan maturity in
April 2012.  Based on the depressed cash flow, this loan could
have difficulty refinancing if performance does not improve.  DBRS
has placed this loan on the HotList to be monitored as the
maturity date approaches.

Since the last DBRS review in October 2010, the transaction has
exhibited stable performance.  The current weighted-average DSCR,
based on YE2010 net cash flow, was reported at 1.88x.  Excluding
the loan on the DBRS HotList, the loans have debt yields ranging
from 17.8% to 60.4%, suggesting a favourable refinance outlook for
the majority of the loans in the transaction.  Additionally, the
pool benefits from the defeasance of the fifth largest loan, which
represents 6.7% of the current pool balance.

The upgrades recognize the increased credit enhancement from the
pay down of seven loans since October 2010, in addition to the
continued amortization of the remaining loans in the transaction.

DBRS continues to monitor this transaction on a monthly basis,
with ongoing information being available in the Monthly CMBS
Surveillance Report.


N-STAR REAL: S&P Keeps 'CCC+' Rating on Class D Notes on Watch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services's ratings on the class A-1,
A-2A, A-2B, B, C-1A, C-1B, C-2A, C-2B, and D notes from N-Star
Real Estate CDO III Ltd. remain on CreditWatch with negative
implications. N-Star Real Estate CDO III is an arbitrage
collateralized debt obligation (CDO) transaction collateralized
primarily by commercial mortgage-backed securities (CMBS) and
managed by NS Advisors LLC.

"The CreditWatch placements reflect our understanding that,
effective Oct. 17, 2011, the subordinate class B, C-2A, and D
notes were cancelled without repayment," S&P said.

"On Oct. 6, 2011, we placed our ratings on all of the notes on
CreditWatch negative, due to deterioration in the credit quality
of the transaction's underlying portfolio (see '74 U.S. CDO
Ratings Put On CreditWatch Positive, 58 U.S. CDO Ratings Put On
CreditWatch Negative After Monthly Review,' published Oct. 6,
2011). The action maintains these CreditWatch placements," S&P
said.

"The action reflects our understanding that subordinate debt from
the CDO was partially cancelled before the debt was paid out. As
such, the reduced balances of the subordinate notes used to
calculate the coverage tests could potentially reduce the amount
of credit enhancement available to support the senior notes. We
have already taken rating actions separately on other types
of CDO transactions that have in the past been subject to
cancellation of subordinate notes in a similar fashion," S&P
stated.

"Cancellation of subordinate debt affects one of the five key
areas of our analytical framework that we describe in 'Principles
Of Credit Ratings,' which we published Feb. 16, 2011, on
RatingsDirect on the Global Credit Portal, at
www.globalcreditportal.com. The cancellation of subordinate debt
primarily affects the payment structure and cash flow mechanics of
a transaction. We also believe that debt cancellation affects
credit stability (see 'Methodology: Credit Stability Criteria,'
published May 3, 2010)," S&P related.

               Payment Structure And Cash Flow Mechanics

"When we assess the creditworthiness of a tranche, the structural
features of a transaction represent a key factor in our analysis.
The overcollateralization (O/C) tests and other interest/principal
diversion mechanisms have a significant impact on the cash flow
modeling results, and thus constitute a major part of our rating
methodology. Generally, all other factors being equal, the
redemption or cancellation of subordinate debt in a CDO makes the
subordinate coverage tests less likely to fail. In our view, this
may dilute the structural features originally designed to protect
the senior notes from credit deterioration or losses in the
underlying CDO portfolio. An interest/principal coverage test
typically protects the senior notes in most cash flow CDOs. When
the coverage test is breached, the transaction documents typically
state that first interest collections and then principal proceeds,
that would otherwise be paid to more subordinate notes and equity,
are applied to reduce the principal of the senior notes. The
cancellation of subordinate debt, causing the alteration of
interest/principal diversion test calculations, diminishes our
ability to rely (for purposes of our credit analysis) on these
structural elements of the transaction (and the potential
credit support they are designed to provide to the senior notes)
when we apply our quantitative modeling to the transaction,"
according to S&P.

                        Credit Stability

Standard & Poor's explicitly recognizes credit stability as a
factor in its ratings. "In our view, the O/C tests and related
structural features enhance the credit stability of the senior
notes in a CDO. When these structural features are altered in a
manner that we believe diminishes their effectiveness, the credit
stability of the senior tranches may decline. Accordingly, the
cancellation of subordinate debt and the potential impact on the
transaction's structural features could create greater uncertainty
as to whether the ratings meet our criteria for credit stability,"
S&P said.

                         Analytical Approach

"In the case of transactions that we believe have experienced
subordinated debt cancellations, our surveillance reviews will
include the application of an additional rating stress designed to
assess the potential creditworthiness of the affected transactions
without the support of interest diversion tests linked to
outstanding subordinated tranches," 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.

Outstanding Ratings

N-Star Real Estate CDO III Ltd.

Class           Rating
A-1             A- (sf)/Watch Neg
A-2A            BBB (sf)/Watch Neg
A-2B            BBB (sf)/Watch Neg
B               BB+ (sf)/Watch Neg
C-1A            BB- (sf)/Watch Neg
C-1B            BB- (sf)/Watch Neg
C-2A            B (sf)/Watch Neg
C-2B            B (sf)/Watch Neg
D               CCC+ (sf)/Watch Neg


NAVIGATOR CDO: S&P Raises Ratings on 2 Classes of Notes to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
nine classes of notes issued by Navigator CDO 2004 Ltd., a
collateralized loan obligation (CLO) transaction managed by GE
Capital Debt Advisors LLC, and removed them from CreditWatch with
positive implications. "At the same time, we affirmed our ratings
on the class A-1A and A-1B tranches from the same transaction,"
S&P related.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since we reviewed the
transaction in December 2009," S&P said.

"According to the Sept. 3, 2011, trustee report, the transaction
has paid down $146.2 million to the class A-1B notes since the
Nov. 3, 2009 trustee report, which we used in our December
2009 analysis," S&P said. The paydown benefited the
overcollateralization (O/C) ratios for all classes:

The class A O/C ratio is 140.5%, up from 119.0% in November 2009;
The class B O/C ratio is 121.6%, up from 109.4%;
The class C O/C ratio is 110.2%, up from 103.0%; and
The class D O/C ratio is 106.1%, up from 100.6%.

"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 related.

Rating And Creditwatch Actions

Navigator CDO 2004 Ltd.
                 Rating
Class       To          From
A-2         AAA (sf)    AA+ (sf)/Watch Pos
A-3A        AA+ (sf)    A+ (sf)/Watch Pos
A-3B        AA+ (sf)    A+ (sf)/Watch Pos
B-1         A+ (sf)     BB+ (sf)/Watch Pos
B-2         A+ (sf)     BB+ (sf)/Watch Pos
C-1         BB+ (sf)    B+ (sf)/Watch Pos
C-2         BB+ (sf)    B+ (sf)/Watch Pos
D-1         B- (sf)     CCC- (sf)/Watch Pos
D-2         B- (sf)     CCC- (sf)/Watch Pos

Ratings Affirmed

Navigator CDO 2004 Ltd.
Class       Rating
A-1A        AAA (sf)
A-1B        AAA (sf)


PACIFICA CDO: S&P Raises Rating on Class D Notes to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class A-1, A-2, B-1, B-2, C, and D notes from Pacifica CDO V Ltd.,
a collateralized loan obligation (CLO) transaction managed by
Alcentra Ltd. "At the same time, we removed our ratings on these
classes from CreditWatch, where we placed them with positive
implications on Aug. 2, 2011," S&P related.

"The upgrades mainly reflect an improvement in the performance of
the transaction's underlying asset portfolio that we have observed
since Feb. 4, 2010, when we downgraded all of the notes following
the application of our September 2009 corporate collateralized
debt obligation (CDO) criteria. As of the September 2011 trustee
report, the transaction had $5.99 million of defaulted assets.
This was down from the $42.14 million defaulted assets noted
in the December 2009 trustee report, which we referenced for our
February 2010 rating actions. Furthermore, the trustee reported
$41.91 million in assets from obligors rated in the 'CCC' category
in September 2011, compared with $68.56 million in December 2009,"
S&P stated.

The transaction has also benefited from an improvement in the
overcollateralization (O/C) available to support the notes. The
trustee reported these O/C ratios in the Sept. 1, 2011 monthly
report:

    The class A O/C ratio was 124.0%, compared with a reported
    ratio of 116.7% in December 2009;

    The class B O/C ratio was 114.4%, compared with a reported
    ratio of 107.7% in December 2009;

    The class C O/C ratio was 109.3%, compared with a reported
    ratio of 102.9% in December 2009; and

    The class D O/C ratio was 104.6%, compared with a reported
    ratio of 98.4% in December 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

Pacifica CDO V Ltd.
              Rating
Class     To           From
A-1       AA+ (sf)     AA (sf)/Watch Pos
A-2       AA (sf)      A+ (sf)/Watch Pos
B-1       A- (sf)      BBB- (sf)/Watch Pos
B-2       A- (sf)      BBB- (sf)/Watch Pos
C         BBB- (sf)    BB (sf)/Watch Pos
D         BB- (sf)     CCC- (sf)/Watch Pos

Transaction Information

Issuer:             Pacifica CDO V Ltd.
Coissuer:           Pacifica CDO V Corp.
Collateral manager: Alcentra Ltd.
Underwriter:        JPMorgan Securities Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CLO


PEACHTREE FRANCHISE: Fitch Affirms Junk Rating on 3 Note Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Peachtree
Franchise Loan Notes, series 1999-A:

  -- Class A-2 affirmed at 'BBBsf'; Outlook Stable;
  -- Class B affirmed at 'Bsf'; Outlook Stable;
  -- Class C affirmed 'Dsf'; Recovery Rating revised to 'RR3' from
     'RR4';
  -- Classes D and E affirmed at 'Dsf/RR6'.

Prior to the rating actions classes A-2 and B were on Rating Watch
Negative.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
Additionally, recovery prospects for the distressed notes have
changed, leading to a revision of the Recovery Rating (RR) for
class C.  For additional detail on Recovery Ratings, please refer
to Fitch's 'Criteria for Structured Finance Recovery Ratings'
dated July 12, 2011.

The Stable Rating Outlooks assigned to the class A-2 and B notes
reflects Fitch's view that the current ratings are not expected to
change within the next 12-24 months, based on recent performance
trends and near term expectations.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


PPLUS TRUST: Moody's Lowers Rating of $42.5-Mil. Notes to 'B2'
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade the following certificates issued by PPLUS
Trust Series SPR-1:

US$42,515,000 PPLUS Trust Series SPR-1 7.00% Trust Certificates;
Downgraded to B2 and Placed Under Review for Possible Downgrade;
previously on April 28, 2011 Downgraded to B1

RATINGS RATIONALE

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $43,297,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation which was downgraded to B2 and placed on
review for possible downgrade by Moody's on October 14, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


PPLUS TRUST: S&P Puts 'BB-' Rating on $42.515-Mil. Certs on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
PPLUS Trust Series SPR-1's $42.515 million certificates on
CreditWatch with negative implications.

"Our rating on the certificates is dependent on our rating on the
underlying security, Sprint Capital Corp.'s 6.875% notes due
Nov.15, 2028 ('BB-/Watch Neg')," S&P related.

"The CreditWatch placement reflects our Oct. 10, 2011, placement
of our 'BB-' rating on the underlying security on CreditWatch with
negative implications. We may take subsequent rating actions on
the certificates due to changes in our rating on the underlying
security," S&P said.


PREFERREDPLUS LMG-1: S&P Ups $125.875-Mil. Certs. Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
PreferredPLUS Trust Series LMG-1's $125.875 million certificates
to 'BB' from 'BB-' and removed it from CreditWatch, where S&P
placed it with positive implications on July 11, 2011.

"Our rating on the certificates is dependent on our rating on the
underlying security, Liberty Interactive Corp.'s 8.25% senior
unsecured debentures due Feb. 1, 2030 ('BB')," S&P related.

"The upgrade and CreditWatch removal follows our Sept. 29, 2011,
raising of our rating on the underlying security to 'BB' from
'BB-' and its removal from CreditWatch with positive implications.
We may take subsequent rating actions on the certificates due to
changes in our rating on the underlying security," S&P said.


PREFERREDPLUS LMG-2: S&P Raises Rating on $31-Mil. Certs. to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
PreferredPLUS Trust Series LMG-2's $31 million certificates to
'BB' from 'BB-' and removed it from CreditWatch, where S&P placed
it with positive implications on July 11, 2011.

"Our rating on the certificates is dependent on our rating on the
underlying security, Liberty Interactive Corp.'s 8.5% senior
unsecured notes due July 15, 2029 ('BB')," S&P related.

"The upgrade and CreditWatch removal follows our Sept. 29, 2011,
raising of our rating on the underlying security to 'BB' from
'BB-' and its removal from CreditWatch with positive implications.
We may take subsequent rating actions on the certificates due to
changes in our rating on the underlying security," S&P related.


RYLAND MTG: Moody's Withdraws 'Ba1' Ratings
-------------------------------------------
Moody's Investors Service has withdrawn the ratings of 51 tranches
from three Ryland and ten SMART transactions issued from 1991 to
1993. The tranches were backed by a pool of mortgage loans with a
pool factor less than 5% and containing fewer than 40 loans.

Complete rating actions are as follows:

Issuer: Ryland Mtg Sec 1991-14

14-X, Withdrawn (sf); previously on Aug 29, 1991 Assigned Aaa
(sf)

14-B-1, Withdrawn (sf); previously on Aug 6, 2009 Downgraded to
Baa1 (sf)

Issuer: Ryland Mtg Sec 1991-17

B, Withdrawn (sf); previously on May 20, 2011 Downgraded to Ba1
(sf)

Issuer: Ryland Mtg Sec 1991-19

B, Withdrawn (sf); previously on May 20, 2011 Downgraded to Ba1
(sf)

Issuer: SMART 1991-01 (SLH)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

H, Withdrawn (sf); previously on Jun 27, 1991 Assigned Aaa (sf)

I, Withdrawn (sf); previously on Jun 27, 1991 Assigned Aaa (sf)

J, Withdrawn (sf); previously on Jun 27, 1991 Assigned Aaa (sf)

K, Withdrawn (sf); previously on Jun 27, 1991 Assigned Aaa (sf)

Issuer: SMART 1991-05

B, Withdrawn (sf); previously on Sep 27, 1991 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

GA, Withdrawn (sf); previously on Sep 27, 1991 Assigned Aaa (sf)

I, Withdrawn (sf); previously on Sep 27, 1991 Assigned Aaa (sf)

R, Withdrawn (sf); previously on Sep 27, 1991 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Sep 27, 1991 Assigned Aaa (sf)

Issuer: SMART 1991-08

E, Withdrawn (sf); previously on Dec 26, 1991 Assigned Aaa (sf)

F, Withdrawn (sf); previously on Dec 26, 1991 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

R, Withdrawn (sf); previously on Dec 26, 1991 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Dec 26, 1991 Assigned Aaa (sf)

Issuer: SMART 1992-02

I, Withdrawn (sf); previously on Dec 21, 2010 Downgraded to Baa1
(sf)

J, Withdrawn (sf); previously on Dec 21, 2010 Downgraded to Baa1
(sf)

R, Withdrawn (sf); previously on Dec 21, 2010 Downgraded to Baa1
(sf)

R-1, Withdrawn (sf); previously on Dec 21, 2010 Downgraded to
Baa1 (sf)

Issuer: SMART 1992-08

BF, Withdrawn (sf); previously on Aug 26, 1992 Assigned Aaa (sf)

BX, Withdrawn (sf); previously on Aug 26, 1992 Assigned Aaa (sf)

BY, Withdrawn (sf); previously on Aug 26, 1992 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

R, Withdrawn (sf); previously on Aug 26, 1992 Assigned Aaa (sf)

Issuer: SMART 1992-09

BJ, Withdrawn (sf); previously on Sep 25, 1992 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

R, Withdrawn (sf); previously on Sep 25, 1992 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Sep 25, 1992 Assigned Aaa (sf)

Issuer: SMART 1992-11

BJ, Withdrawn (sf); previously on Nov 25, 1992 Assigned Aaa (sf)

BY, Withdrawn (sf); previously on Nov 25, 1992 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Nov 25, 1992 Assigned Aaa (sf)

R, Withdrawn (sf); previously on Nov 25, 1992 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

Issuer: SMART 1992-12

BE, Withdrawn (sf); previously on Dec 23, 1992 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

Issuer: SMART 1993-02

BI, Withdrawn (sf); previously on Feb 25, 1993 Assigned Aaa (sf)

BY, Withdrawn (sf); previously on Feb 25, 1993 Assigned Aaa (sf)

R, Withdrawn (sf); previously on Feb 25, 1993 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Feb 25, 1993 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

Issuer: SMART 1993-04

AF, Withdrawn (sf); previously on Apr 29, 1993 Assigned Aaa (sf)

G, Withdrawn (sf); previously on Mar 12, 2009 Upgraded to Baa1
(sf)

Financial Guarantor: Financial Guaranty Insurance Company
(Insured Rating Withdrawn Mar 25, 2009)

AX, Withdrawn (sf); previously on Apr 29, 1993 Assigned Aaa (sf)

AY, Withdrawn (sf); previously on Apr 29, 1993 Assigned Aaa (sf)

R, Withdrawn (sf); previously on Apr 29, 1993 Assigned Aaa (sf)

R-1, Withdrawn (sf); previously on Apr 29, 1993 Assigned Aaa (sf)

RATINGS RATIONALE

Moody's current RMBS surveillance methodologies apply to pools
with at least 40 loans and a pool factor of greater than 5%. As a
result, Moody's may withdraw its rating when the pool factor drops
below 5% and the number of loans in the pool declines to 40 loans
or lower unless specific structural features allow for a
monitoring of the transaction. Even though these deals benefit
from pool insurance provided by Genworth Mortgage Insurance
Corporation, the insurance does not cover losses due to loan
modification. Other methodologies and factors that may have been
considered for the rating(s) can also be found at www.moodys.com
in the Rating Methodologies sub-directory under the Research &
Ratings tab.

Moody's has withdrawn the rating pursuant to published rating
methodologies that allow for the withdrawal of the rating if the
size of the underlying collateral pool at the time of the
withdrawal has fallen below a specified level. Please refer to the
Moody's Investors Services Policy for Withdrawal of Credit
Ratings, available on its Web site, www.moodys.com.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF264714


SANDS POINT: Moody's Raises Rating on Class D Notes From Ba2
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Sands Point Funding Ltd.:

US$293,500,000 Class A-1 Senior Secured Floating Rate Notes Due
July 18, 2020, Upgraded to Aaa (sf); previously on June 22, 2011
Aa1 (sf) Placed Under Review for Possible Upgrade;

US$20,000,000 Class A-2 Senior Secured Loss Threshold Notes Due
July 18, 2020 (currently with no outstanding balance), Upgraded
to Aaa (sf); previously on June 22, 2011 Aa1 (sf) Placed Under
Review for Possible Upgrade;

US$23,000,000 Class A-3 Senior Secured Floating Rate Notes Due
July 18, 2020, Upgraded to Aaa (sf); previously on June 22, 2011
Aa3 (sf) Placed Under Review for Possible Upgrade;

US$27,400,000 Class B Senior Secured Floating Rate Notes Due July
18, 2020, Upgraded to Aa1 (sf); previously on June 22, 2011 A2
(sf) Placed Under Review for Possible Upgrade;

US$32,100,000 Class C Secured Deferrable Floating Rate Notes Due
July 18, 2020, Upgraded to A2 (sf); previously on June 22, 2011
Baa2 (sf) Placed Under Review for Possible Upgrade;

US$28,400,000 Class D Secured Deferrable Floating Rate Notes Due
July 18, 2020, 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.

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. Moody's adjusted WARF has declined since the rating action
in September 2009 due to a decrease in the percentage of
securities with ratings on "Review for Possible Downgrade" or with
a "Negative Outlook." The overcollateralization ratios of the
rated notes have also improved. Based on the latest trustee report
dated September 21, 2011, the Class B, Class C and Class D
overcollateralization ratios are reported at 134.74%, 123.23% and
114.58%, respectively, versus July 2009 levels of 125.89%, 115.15%
and 107.06%, 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 $475.6 million,
defaulted par of $13.6 millon, a weighted average default
probability of 27.14% (implying a WARF of 3553), a weighted
average recovery rate upon default of 47.23%, and a diversity
score of 49. 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.

Sands Point Funding Ltd., issued in July 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.

4) 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.


SANTANDER DRIVE: Moody's Assigns 'Ba2' Rating to Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes issued by Santander Drive Auto Receivables Trust 2011-4
(SDART 2011-4). This is the fourth public senior/subordinated
transaction of the year for Santander Consumer USA Inc. (SC USA).

The complete rating actions are:

Issuer: Santander Drive Auto Receivables Trust 2011-4

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

Cl. A-2, Assigned Aaa (sf)

Cl. A-3, Assigned Aaa (sf)

Cl. B, Assigned Aa1 (sf)

Cl. C, Assigned A1 (sf)

Cl. D, Assigned Baa2 (sf)

Cl. E, Assigned Ba2 (sf)

RATINGS RATIONALE

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the
strength of the structure, the availability of excess spread
over the life of the transaction, and the experience and
expertise of SC USA as servicer.

The principal methodology used in this rating "Moody's Approach to
Rating U.S. Auto Loan-Backed Securities," published in May 2011.
See the Credit Policy page on www.moodys.com for a copy of the
methodology.

Moody's median cumulative net loss expectation for the SDART 2011-
4 pool is 12.0% and total credit enhancement required to achieve
Aaa rating (i.e. Aaa proxy) is 44.5%. The loss expectation was
based on an analysis of SC USA's portfolio vintage performance as
well as performance of past securitizations, and current
expectations for future economic conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector. This is driven by the a Low/Medium
assessment for Governance due to the presence of a highly rated
parent, Banco Santander (Aa2 negative outlook/P-1), in addition to
the size and strength of SC USA's servicing platform.

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 to 20%, 25% or 35.0%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and A2, respectively; Class B notes might change
from Aa1 to A1, A3, and below B3, respectively; Class C notes
might change from A1 to Baa3, B1, and below B3, respectively;
Class D notes might change from Baa2 to B3, below B3, and below
B3, respectively; and Class E notes might change from Ba2 to below
B3 in all three scenarios.

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.

Additional research including a pre-sale report for this
transaction is available at www.moodys.com. 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.


SANTANDER DRIVE: S&P Rates Class E Receivables-Backed Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Santander Drive Auto Receivables Trust 2011-4's $774.6 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 47.51%, 40.88%, 31.91%, 25.21%, and 21.53%
    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 S&P's 12.50%-13.50% expected cumulative net loss (CNL).

    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 related.

    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 (SC USA's) lending programs," S&P said.

    The transaction's payment/credit enhancement structure and
    legal structure.

Ratings Assigned
Santander Drive Auto Receivables Trust 2011-4

Class    Rating       Type            Interest        Amount
                                      Rate          (mil. $)
A-1      A-1+ (sf)    Senior           Fixed         145.800
A-2      AAA (sf)     Senior           Fixed         295.000
A-3      AAA (sf)     Senior           Fixed          59.200
B        AA (sf)      Subordinate      Fixed          77.870
C        A (sf)       Subordinate      Fixed          98.360
D        BBB (sf)     Subordinate      Fixed          73.770
E        BB (sf)      Subordinate      Fixed          24.590


SAPPHIRE POWER: Moody's Assigns 'Ba2' Rating to $210-Mil. Loans
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Sapphire
Finance Company LLC (Sapphire) $210 million in senior secured
credit facilities comprised of a $185 million 7-year term loan and
a $25 million 5-year senior secured working capital facility. The
proceeds of the term loan will be used to purchase the generating
assets, to establish an operating and major maintenance reserve,
and to pay fees and expenses related to the transaction. The
rating outlook is stable.

RATINGS RATIONALE

Sapphire is an indirect majority-owned subsidiary of
Riverstone/Carlyle Renewable & Alternative Energy Fund II, LP
(Sponsor or Riverstone), who has agreed to acquire a portfolio of
natural gas-fired or dual-fueled electric generating facilities
in the Northeast United States from Morris Energy Group. The
portfolio of assets consists of seven combined cycle plants, of
which six are located in PJM (specifically New Jersey and
Pennsylvania) and one in ISO-New England, and one peaking unit
also located in New England. The total average summer and winter
capacity of the plants, excluding duct firing, is 739.4 MW, which
corresponds to $250 of debt per kW (term loan only). The Topaz
Power Group (Topaz) is expected to become the asset manager at all
of the generation facilities after transaction close. Topaz is an
indirect affiliate of Riverstone and has a strong record of
operating plants similar to those in the current portfolio.

As part of the transaction, Sapphire Power Finance LLC has
entered into a series of heat rate call options with a
creditworthy counterparty to hedge the full output of the
Bayonne, Camden, Dartmouth Combined Cycle, Elmwood Park, Newark
Bay and Pedricktown facilities. The combined average summer and
winter capacity of the plants to be considered under the hedge,
excluding duct firing, is 670.5 MW which represents just over 90%
of the portfolio. The hedges all run until the end of 2016, which
leaves the risk of a merchant tail between their expiration, and
the maturity of the debt in 2018. Sapphire expects to implement
new hedges to replace the expiring hedges as market conditions
will allow. As currently presented, the hedges at Dartmouth and
Pedricktown will begin at the beginning of 2013 and in July 2012
after their current agreements with Consolidated Edison
(Baa1/Stable) and Hess (Baa2/Stable) expire, respectively.

As mentioned in previous Moody's research ('Financial Hedges in
Power Projects: Evolution in Mitigating Market Risk'), heat rate
call options can provide a degree of cash flow certainty to a
borrower, but could potentially leave the borrower exposed to
basis risk and other operational risks. As the heat rate call
options in the transaction have been presented to Moody's, each
plant has its hedge tailored to its operating profile in the
specification of gas and power indices to minimize basis risk,
variable O&M charges, start charges, and various heat rates
depending on the operating time frame (winter/summer).

The Ba2 rating reflects the largely contracted nature of known
cash flows over the next three years, a 33% equity investment by
Riverstone resulting in a manageable leverage profile of $250/kW.
The 2012-14 three-year average debt service coverage ratio, and
the ratio of funds from operations-to-debt both map to the Ba
category of the Power Generation Projects rating methodology under
a Moody's combined stress sensitivity case. The rating also
considers the regional concentration of assets in the PJM region,
potentially unexpected factors that could affect cash flows even
in the presence of financial hedges, the age and maintenance needs
of the assets, and uncertain cash flows after hedge expiration in
2016 and known capacity revenue in May 2015.

The Ba2 rating for Sapphire considers the following credit
strengths and weaknesses:

Key Credit Strengths

* The assets benefit from robust capacity markets in their
  respective regions, which provide known capacity revenues
  through May 2015

* Hedge premiums will supplement capacity revenues and provide
  additional cash flow certainty through their expiration in 2016

* The current capital structure that includes a 33% equity
  investment contributes to a manageable leverage profile with
  opening debt per kW of $250

* Project finance features including a six-month debt service
  reserve, and a 100% excess cash flow sweep up to the target debt
  balance, allowing for significant deleveraging of the portfolio
  prior to the debt's maturity in 2018.

Key Credit Weaknesses

* Unknown capacity prices after the latest known auction period
  through May 2015 and hedge expiration in December 2016 exposes
  the borrower to a merchant tail through term loan expiration

* The majority of assets are concentrated in the PJM region and
  will be subject to similar pressures if capacity markets or
  energy markets turn volatile

* Unexpected circumstances in plant operation or energy markets
  could result in larger payouts under the heat rate call option
  than is expected

Sapphire's stable outlook reflects Moody's expectation of solid
credit metrics, a high degree of debt amortization by debt
maturity, and the expectation that the heat rate call option
will act as a positive contributor to EBITDA.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead to an
upgrade include greater than expected debt reduction and higher
than expected cash flow credit metrics on a sustainable basis.

The rating could be downgraded if the assets incur operating
problems, if the financial metrics measure below expectations or
if Sapphire does not achieve forecasted debt amortization levels.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

Sapphire Power Finance LLC (Sapphire) is an indirect, majority-
owned subsidiary of Riverstone/Carlyle Renewable & Alternative
Energy Fund II, LP (Riverstone), which has agreed to acquire a
portfolio of natural gas-fired or dual-fuel electric generating
facilities in the Northeast United States from Morris Energy Group
totaling 739.4 MW of summer capacity, excluding duct firing. The
portfolio of assets consists of seven combined cycle plants, of
which six are located in PJM (specifically New Jersey and
Pennsylvania) and one in ISO-New England, and one peaking unit
also located in New England. The plants consist of the 128.5 MW
Newark Bay plant, the 163 MW Bayonne plant, the 45.5 MW York
plant, the 133.5 MW Camden plant, the 70 MW Elmwood Park plant,
the 116.5 MW Pedricktown plant, the 59 MW Dartmouth combined cycle
plant, and the 23.4 MW Dartmouth peaking plant. The assets reached
commercial operation from 1988 to 2009. Riverstone Holdings LLC is
an energy and power-focused private equity firm with approximately
$17 billion under management.


SOUTH COAST: S&P Lowers Ratings on 2 Classes of Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2 and A-3 notes from South Coast Funding V Ltd., a U.S.
cash flow collateralized debt obligation (CDO) transaction backed
by mezzanine structured finance securities. "At the same time,
we removed our ratings on the class A-2 and A-3 notes from
CreditWatch with negative implications. In addition, we affirmed
our rating on the class A-1 notes," S&P related.

"The downgrades reflect deterioration we have observed in the
deal's performance since we lowered our ratings on the class A-1,
A-2, and A-3 notes on Feb. 1, 2010," S&P related.

"According to the Sept. 15, 2011 trustee report, the
transaction had $139.53 million in defaulted obligations.
This was an increase from $91.65 million reported in the Nov. 15,
2009, trustee report, which we used for our February 2010 rating
actions. In addition, as of September 2011, the transaction had
approximately $129.98 million in assets from obligors with a
Standard & Poor's rating in the 'CCC' range, an increase from
approximately $110.72 million in November 2009," S&P said.

The transaction paid the class A-1 balance down to $86.27 million,
as of September 2011, from $156.06 million, as of November 2009.
Despite the reduced note balance, the coverage test ratios
dropped during the same time period. The trustee reported the
overcollateralization (O/C) ratios in the Sept. 15, 2011 monthly
report:

    The class A/B O/C ratio test was 64.46%, compared with a
    reported ratio of 89.27% in November 2009; and

    The class C O/C ratio test was 55.85%, compared with a
    reported ratio of 79.73% in November 2009.

In addition, on the August 2011 payment date, the underlying
collateral did not generate enough interest proceeds to pay
interest payable to the class B notes. As a result, the
transaction used its available principal proceeds to pay
interest on this nondeferrable class.

"We affirmed our rating on the class A-1 notes to reflect our
belief that the credit support available is commensurate with 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 And CreditWatch Actions

South Coast Funding V Ltd.
                Rating
Class       To          From
A-2         B- (sf)     BB (sf)/Watch Neg
A-3         B- (sf)     BB (sf)/Watch Neg

Rating Affirmed

South Coast Funding V Ltd.

Class       Rating
A-1         A (sf)

Other Ratings Outstanding

South Coast Funding V Ltd.

Class       Rating
B           D (sf)
C-1         D (sf)
C-2         D (sf)


SPRINT CAPITAL: S&P Puts 'BB-' 2 Units Classes Ratings on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' ratings on
Structured Asset Trust Unit Repackagings (SATURNS) Sprint Capital
Corp.'s Debenture Backed Series 2003-2's $30 million class A and B
units on CreditWatch with negative implications.

"The ratings on the units are dependent on the rating on the
underlying security, Sprint Capital Corp.'s 8.75% notes due
March 15, 2032 ('BB-/Watch Neg')," S&P related.

"The CreditWatch placement reflects our Oct. 10, 2011, placement
of our 'BB-' rating on the underlying security on CreditWatch with
negative implications. We may take subsequent rating actions on
the units due to changes in our rating on the underlying
security," S&P related.


SPRINT CAPITAL: S&P Puts 'BB-' Rating on $25-Mil. Certs. on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Corporate-Backed Trust Certificates, Sprint Capital Note-Backed
Series 2003-17's $25 million class A-1 certificates on CreditWatch
with negative implications.

"Our rating on the certificates is dependent on our rating of the
underlying security, Sprint Capital Corp.'s 6.875% notes due Nov.
15, 2028 ('BB-/Watch Neg')," S&P related.

"The rating action reflects the Oct. 10, 2011, placement of our
'BB-' rating on the underlying security on CreditWatch with
negative implications. We may take subsequent rating actions on
the certificates due to changes in our rating on the underlying
security," S&P said.


SPRINT CAPITAL: S&P Puts 'BB-'Rating on $38-Mil. Certs. on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Structured Repackaged Asset Backed Trust Securities (STRATS) Trust
for Sprint Capital Corp. Securities Series 2004-2's $38 million
class A-1 certificates on CreditWatch with negative implications.

"Our rating on the class A-1 certificates is dependent on the
rating on the underlying security, Sprint Capital Corp.'s 6.875%
notes due Nov. 15, 2028 ('BB-/Watch Neg')," S&P related.

"The rating action reflects our Oct. 10, 2011, placement of our
'BB-' rating on the underlying security on CreditWatch with
negative implications. We may take subsequent rating actions on
the certificates due to changes in our rating on the underlying
security," S&P said.


SPRINT CAPITAL: S&P Puts 'BB-' Series 2002-1 Certs Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
COBALTS Trust for Sprint Capital Notes' $25 million certificates
series 2002-1 on CreditWatch with negative implications.

"Our rating on the certificates is dependent on the rating of
the underlying security, Sprint Capital Corp.'s 6.875% notes due
Nov. 15, 2028 ('BB-/Watch Neg')," S&P related.

"The rating action reflects the Oct. 10, 2011, placement of our
'BB-' rating on the underlying security on CreditWatch with
negative implications. We may take subsequent rating actions on
the certificates due to changes in our rating on the underlying
security," S&P related.


STRATS TRUST: Moody's Lowers Rating of $38-Mil. Notes to 'B2'
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade these certificates issued by Structured
Repackaged Asset-Backed Trust Securities Trust for Sprint Capital
Corporation Securities, Series 2004-2:

$38,000,000 6.500% STRATS, Series 2004-2, Class A-1 Certificates;
Downgraded to B2 and Placed Under Review for Possible Downgrade;
Previously on April 28, 2011 Downgraded to B1

RATINGS RATIONALE

The transaction is a structured note whose rating is based on the
rating of the Underlying Securities and the legal structure of the
transaction. The rating action is a result of the change of the
rating of $38,000,000 6.875% Notes due 2028 issued by Sprint
Capital Corporation which was downgraded to B2 and placed on
review for possible downgrade by Moody's on October 14, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


STRUCTURED ENHANCED: Fitch Withdraws Junk Rating on 3 Note Classes
------------------------------------------------------------------
Fitch affirms and withdraws the ratings on three classes of notes
issued by Structured Enhanced Return Vehicle Trust, series 2006-1
(SERVES 2006-1) due to the lack of investor interest:

  -- $32,868,308 class C notes 'Csf';
  -- $2,080,000 class D-1 notes 'Csf';
  -- $2,087,000 class D-2 notes 'Csf'.

The portfolio entered into liquidation in May 2011, and one
second-lien loan and equity securities remain, as of Oct. 6, 2011.
Default is inevitable for the class C, D-1, and D-2 notes, and the
ratings were subsequently affirmed at 'C' and withdrawn.

The sources of information used to assess these ratings were the
transaction documents provided by the trustee, U.S. Bank Corporate
Trust, and Bank of America.


SVG DIAMOND: Fitch Affirms Junk Rating on Two Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed these seven classes of floating- and
fixed-rated secured notes issued by SVG Diamond Private Equity II
plc (SVG II), a securitization of existing limited partnership
interests and future commitments to private equity funds, which is
managed by SVG Advisers Ltd.:

  -- EUR55,000,000 class A-1, due Feb. 1, 2024, affirmed at 'Asf';
     Outlook Stable;

  -- $71,600,000 class A-2, due Feb. 1, 2024, affirmed at 'Asf';
     Outlook Stable;

  -- EUR76,500,000 class B-1, due Feb. 1, 2024, affirmed at
     'BBsf'; Outlook Stable;

  -- $40,000,000 class B-2, due Feb. 1, 2024, affirmed at 'BBsf';
     Outlook Stable;

  -- $47,800,000 class C, due Feb. 1, 2024, affirmed at 'Bsf';
     Outlook Stable;

  -- EUR43,000,000 class M-1, Feb. 1, 2024, remains at 'CCCsf';

  -- $20,300,000 class M-2, due Feb. 1, 2024, remains at 'CCCsf'.

The affirmations reflect a stabilized NAV since Fitch's last
review in October 2010, as well as adequate near-term liquidity
relative to unfunded commitments.  Between Oct. 29, 2010 and
Aug. 31, 2011, the market value of SVG II's invested portfolio
increased by 11% to Eur414.40 million from Eur372.17 million,
according to the respective trustee reports, as the fund continued
its rebound from mid-2009 valuation lows following cost cutting
and balance sheet strengthening of underlying portfolio companies.
The NAV performance of the transaction has been in line with
Fitch's expectations since the October 2010 review.

According to the Aug. 31, 2011 trustee report, SVG II's unfunded
commitment exposure was reduced by EUR48.67 million from the
prior review to an outstanding balance of EUR113.09 million.
This amount is currently covered by cash / liquid investments
of EUR15.13 million and liquidity facilities totaling
EUR101.39 million.  The liquidity facilities expire on the
September 2024 final maturity date of the notes and are currently
cash collateralized due to a downgrade event of the facilities
provider on Sept. 15, 2008.  Amounts may be borrowed under the
facility to fund the payment of senior expenses or fund capital
calls provided that the remaining undrawn amounts available under
the facility would be sufficient to cover the senior expenses
arising in the six-month period subsequent to the payment of the
call with the amount of such expenses being determined by the
Portfolio Administrator in its reasonable commercial judgement.
SVG II has drawn Eur13.28 million from the liquidity facility to
date, according to the Aug. 31, 2011 trustee report.  Fitch will
continue to monitor SVG II's cash position going forward to
determine if ratings on any of the above-referenced notes could be
affected due to increased capital call activity and weak
distribution performance.

The ratings on the notes address the likelihood that investors
will receive timely payment of interest on the classes A and B
notes, ultimate payment of interest on the classes C and M notes
and ultimate repayment of principal on all classes of notes.  A
third-party liquidity facility has been structured to ensure
timely payment of interest and expenses on the class A and B
notes.

In addition to the analytical approach outlined in the criteria
report entitled 'Rating Market Value Structures' dated March 26,
2010, Fitch undertook additional analysis specific to the SVG II
transaction and its underlying collateral.  Specifically, Fitch's
loss assumptions were based on historically observed peak-to-
trough losses from venture capital and buyout valuation indices.
The index data included the 2000-2002 time period (tech bubble),
when venture capital had significantly higher valuation increases
and suffered material subsequent losses.  For buyout funds, these
index data included the 2005-2007 time period, when leverage and
valuations for buyout transactions increased significantly leading
up to the financial crisis, and were subsequently followed by
material mark-to-market losses during the 2007-2009 time period.

Based on observed historical price declines, as well as the
transaction's portfolio composition and vintage diversification, a
base-line loss assumption of approximately 22% was applied to all
classes of notes and subtracted from their current levels of
credit enhancement.  The remaining credit enhancement was then
compared to different rating stresses to determine the
appropriateness of existing ratings.  For example, at a 'BBB'
stress level, Fitch assumed a loss of approximately 50% for buyout
funds and approximately 40% for venture capital funds originated
in 2005 and later.  The loss assumptions were increased
(decreased) from these levels when evaluating higher (lower) rated
securities.  Going forward, Fitch will track actual gains or
losses from portfolio investments on an ongoing basis and adjust
its base case loss assumptions accordingly.

SVG II is a securitization of existing limited partnership
interests and new commitments to private equity funds.  Due to a
decline in NAV, SVG II entered into an Early Amortization Erosion
Event in March 2009 whereby the re-investment period was
terminated prior to its scheduled date of March 2011.  As such,
the fund does not currently have the ability to enter into new
commitments but may fund remaining unfunded commitments.  As of
Aug. 31, 2011, approximately 83% of the portfolio was invested in
buy-out funds while 14% was invested in mezzanine-focused funds
and 3% was invested in venture capital funds. The transaction was
invested in 75 funds managed by 52 managers, with vintages ranging
from 1976-2008, and over 81% invested in funds of a 2005 or later
vintage.  As of the same date, the portfolio was meeting all of
its diversification guidelines in terms of exposure to individual
managers, funds, vintages and currencies.

SVG II is managed by SVG Advisers Ltd (SVG).  Headquartered in
London with offices in Boston, MA and Singapore, SVG is a wholly-
owned subsidiary of SVG Capital plc.  Established in 2001, SVG is
a global alternative asset manager focused exclusively on private
equity investments.  As of June 30, 2011, SVG had private equity
funds under management and commitments of Eur3.6 billion.  SVG has
50 employees including 16 investment professionals with over 100
years of total private equity experience.  SVG is authorized and
regulated by the Financial Services Authority in the UK and is a
registered broker-dealer and a member of the National Association
of Securities Dealers, Inc. in the U.S. SVG is also registered
with the Securities and Exchange Commission.

Going forward, the assigned ratings may be sensitive to material
changes in the values of the underlying private equity fund
investments and the impact these have on SVG II's overall NAV and
liquidity relative to the rated liabilities.  Furthermore, ratings
may be influenced by the rate at which unfunded commitments are
drawn, the rate at which gains (or losses) on existing private
equity investments are realized, overall economic conditions, and
Fitch's assessment of how these factors may influence performance
for a given point in time as well as on a going-forward basis.  A
material adverse deviation from Fitch guidelines for any key
rating driver could cause the rating to be lowered by Fitch.  For
additional information about Fitch ratings guidelines for market
value structures, please review the criteria referenced below,
which can be found on Fitch's website.

Fitch seeks monthly portfolio holdings information and semi-annual
financial statements for the fund from The Bank of New York Mellon
(trustee) and SVG Advisers, Ltd., respectively, to conduct
surveillance against ratings guidelines and maintain its ratings.


SVG DIAMOND: Fitch Affirms Rating on Two Note Classes at 'Bsf'
--------------------------------------------------------------
Fitch Ratings has affirmed these seven classes of floating- and
fixed-rated secured notes issued by SVG Diamond Private Equity plc
(SVG), a securitization of existing limited partnership interests
and future commitments to private equity funds, which is managed
by SVG Advisers Ltd.:

  -- EUR40,000,000 class A1, due March 19, 2026, at 'AAsf';
     Outlook Stable;

  -- $55,000,000 class A2, due March 19, 2026, at 'AAsf'; Outlook
     Stable;

  -- EUR58,500,000 class B1, March 19, 2026, at 'Asf'; Outlook
     Stable;

  -- $26,300,000 class B2, due March 19, 2026, at 'Asf'; Outlook
     Stable;

  -- EUR15,000,000 class C, due March 19, 2026, at 'Asf'; Outlook
     Stable;

  -- EUR40,000,000 class M1, due March 19, 2026, at 'Bsf'; Outlook
     Stable;

  -- $49,000,000 class M2, due March 19, 2026, at 'Bsf'; Outlook
     Stable.

According to the Aug. 31, 2011 trustee report, SVG's
unfunded commitment exposure was reduced by EUR38.50 from the
prior review to an outstanding balance of Eur115.24 million.
This amount is currently covered by cash / liquid investments
of EUR100.75 million and liquidity facilities totaling
EUR93.40 million.  The liquidity facilities expire on the
September 2026 final maturity date of the notes and are
currently cash collateralized due to a downgrade event of the
facilities provider on Sept. 15, 2008.  Amounts may be borrowed
under the facility to fund the payment of senior expenses or
fund capital calls provided that the remaining undrawn amounts
available under the facility would be sufficient to cover the
senior expenses arising in the six-month period subsequent to
the payment of the call with the amount of such expenses being
determined by the Portfolio Administrator in its reasonable
commercial judgment.  The liquidity facilities have not been drawn
to date on the transaction.

The ratings assigned to the class A, B and C notes address the
likelihood that investors will receive timely payment of interest
and ultimate repayment of principal.  The ratings assigned to the
class M notes address the likelihood that investors will receive
ultimate payment of interest and principal.  A third-party
liquidity facility has been structured to ensure timely payment of
transaction expenses and interest on the class A, B and C notes.

In addition to the analytical approach outlined in the criteria
report entitled 'Rating Market Value Structures' dated March 26,
2010, Fitch undertook additional analysis specific to the SVG
transaction and its underlying collateral. Specifically, Fitch's
loss assumptions were based on historically observed peak-to-
trough losses from venture capital and buyout valuation indices.
The index data included the 2000-2002 time period (tech bubble),
when venture capital had significantly higher valuation increases
and suffered material subsequent losses.  For buyout funds, these
index data included the 2005-2007 time period, when leverage and
valuations for buyout transactions increased significantly leading
up to the financial crisis, and were subsequently followed by
material mark-to-market losses during the 2007-2009 time period.

Based on observed historical price declines, as well as the
transaction's portfolio composition and vintage diversification, a
base-line loss assumption of approximately 22% was applied to all
classes of notes and subtracted from their current levels of
credit enhancement.  The remaining credit enhancement was then
compared to different rating stresses to determine the
appropriateness of existing ratings.  For example, at a 'BBB'
stress level, Fitch assumed a loss of approximately 50% for buyout
funds and approximately 40% for venture capital funds originated
in 2005 and later.  The loss assumptions were increased
(decreased) from these levels when evaluating higher (lower) rated
securities. Going forward, Fitch will track actual gains or losses
from portfolio investments on an ongoing basis and adjust its base
case loss assumptions accordingly.

SVG is a securitization of existing limited partnership interests
and new commitments to private equity funds.  Due to SVG having
recently entered its amortization period, the fund does not
currently have the ability to enter into new commitments but may
fund remaining undrawn commitments.

As of Aug. 31, 2011, approximately 98% of the portfolio was
invested in buy-out funds while the remaining 2% was invested in
venture capital funds.  The transaction was invested in 63 funds
managed by 42 managers, with fund vintages ranging from 1993-2008,
and over 50% invested in funds of a 2005 or later vintage.  As of
the same date, the portfolio was meeting all of its
diversification guidelines in terms of exposure to individual
managers, funds, vintages and currencies.

SVG is managed by SVG Advisers Ltd (SVG). Headquartered in London
with offices in Boston, MA and Singapore, SVG is a wholly-owned
subsidiary of SVG Capital plc. Established in 2001, SVG is a
global alternative asset manager focused exclusively on private
equity investments.  As of June 30, 2011, SVG had private equity
funds under management and commitments of Eur3.6 billion. SVG has
50 employees including 16 investment professionals with over 100
years of total private equity experience.  SVG is authorized and
regulated by the Financial Services Authority in the UK and is a
registered broker-dealer and a member of the National Association
of Securities Dealers, Inc. in the U.S.  SVG is also registered
with the Securities and Exchange Commission.

Going forward, the assigned ratings may be sensitive to material
changes in the values of the underlying private equity fund
investments and the impact these have on SVG's overall NAV and
liquidity relative to the rated liabilities.  Furthermore, ratings
may be influenced by the rate at which unfunded commitments are
drawn, the rate at which gains (or losses) on existing private
equity investments are realized, overall economic conditions, and
Fitch's assessment of how these factors may influence performance
for a given point in time as well as on a going-forward basis.  A
material adverse deviation from Fitch guidelines for any key
rating driver could cause the rating to be lowered by Fitch.  For
additional information about Fitch ratings guidelines for market
value structures, please review the criteria referenced below,
which can be found on Fitch's website.

Fitch seeks monthly portfolio holdings information and semi-annual
financial statements for the fund from The Bank of New York Mellon
(trustee) and SVG Advisers, Ltd., respectively, to conduct
surveillance against ratings guidelines and maintain its ratings.


TENZING CFO: Improved Coverage Cues Fitch to Hold Low-B Rating
--------------------------------------------------------------
Fitch Ratings has affirmed these six classes of floating- and
fixed-rated notes issued by Tenzing CFO, S.A. (Tenzing), a
securitization of existing limited partnership interests and
future commitments to private equity funds, which is managed by
Vedanta Capital:

  -- $55,000,000 class A affirmed at 'Asf'; Outlook Stable;
  -- $16,000,000 class B1 affirmed at 'BBsf'; Outlook Stable;
  -- EUR21,000,000 class B2 affirmed at 'BBsf'; Outlook Stable;
  -- $33,000,000 class C affirmed at 'Bsf'; Outlook Stable;
  -- $8,500,000 class D1 remains at 'CCCsf';
  -- EUR10,000,000 class D2 remains at 'CCCsf'.

The affirmations reflect improving asset coverage since Fitch's
last review in October 2010, as well as adequate near-term
liquidity relative to unfunded commitments.  Between Sept. 22,
2010 and June 22, 2011, asset coverage tests for all four
outstanding liability tranches have passed with increasing
cushion, reflecting an overall increase in net asset value for the
fund during the period.  During the period, class A coverage
increased to 4.76 times (x) from 4.25x, class B coverage increased
to 2.58x from 2.38x, class C coverage increased to 1.95x from
1.78x and class D coverage increased to 1.68x from 1.53x.  Asset
coverage tests insure timely payment of interest on the rated
notes.  The improvement in asset coverage is counterbalanced by
the fundamental risks of private equity as an asset class, which
include valuation volatility and uncertain cash flow timing and
deal activity.

According to the June 22, 2011, trustee report, Tenzing's unfunded
commitment exposure was reduced by $9.6 million from the prior
review to an outstanding balance of $43.8 million.  This amount is
currently covered by cash / liquid investments of $30.5 million
and a $75 million liquidity facility.  The liquidity facility
expires on the December 2022 final maturity date of the notes and
is renewed on a yearly basis, subject to certain terms, such as
adequate asset coverage.  Amounts may be borrowed under the
facility to fund the payment of senior expenses or fund capital
calls.  Tenzing may draw on the liquidity facility amounts up to
50% of the outstanding balance on the rated notes in order to make
interest payments on the debt as long as the asset coverage tests
are in compliance.  Tenzing has not drawn on the liquidity
facility as of June 22, 2011.  Fitch will continue to monitor
Tenzing's cash position going forward to determine if ratings on
any of the above-referenced notes could be affected due to
increased capital call activity and weak distribution performance.

The ratings on the notes address the likelihood that investors
will receive timely payment of interest on the class A, ultimate
payment of interest on classes B, C and D notes, and ultimate
repayment of principal on all classes of notes.  A third-party
liquidity facility has been structured to ensure timely payment of
interest and expenses on all classes of notes, with the exception
of class E, which is not rated by Fitch.

In addition to the analytical approach outlined in the criteria
report entitled 'Rating Market Value Structures' dated March 26,
2010, Fitch undertook additional analysis specific to the Tenzing
transaction and its underlying collateral.  Specifically, Fitch's
loss assumptions were based on historically observed peak-to-
trough losses from venture capital and buyout valuation indices.
The index data included the 2000-2002 time period (tech bubble),
when venture capital had significantly higher valuation increases
and suffered material subsequent losses.  For buyout funds, these
index data included the 2005-2007 time period, when leverage and
valuations for buyout transactions increased significantly leading
up to the financial crisis, and were subsequently followed by
material mark-to-market losses during the 2007-2009 time period.

Based on observed historical price declines, as well as the
transaction's portfolio composition and vintage diversification,
a base-line loss assumption of approximately 22% was applied to
all classes of notes and subtracted from their current levels
of credit enhancement.  The remaining credit enhancement was
then compared to different rating stresses to determine the
appropriateness of existing ratings.  For example, at a 'BBB'
stress level, Fitch assumed a loss of approximately 50% for
buyout funds and approximately 40% for venture capital funds
originated in 2005 and later.  The loss assumptions were increased
(decreased) from these levels when evaluating higher (lower) rated
securities. Going forward, Fitch will track actual gains or losses
from portfolio investments on an ongoing basis and adjust its base
case loss assumptions accordingly.

Tenzing is a securitization of existing limited partnership
interests and new commitments to private equity funds.  The
transaction entered its amortization period in December 2010 and
does not currently have the ability to enter into new commitments.

As of June 22, 2011, approximately 59% of the portfolio was
invested in buy-out funds while the remaining 41% was invested in
venture capital funds.  The transaction was invested in 38 funds,
with vintages ranging from 1992-2010, and over 65% invested in
funds of a 2005 or later vintage.  As of the same date, the
portfolio was meeting all of its diversification guidelines in
terms of exposure to individual vintages and fund types.

Tenzing is managed by Vedanta Capital (Vedanta).  Headquartered in
New York, NY, Vedanta was established in 2006 as a private equity
specialist firm focused on technology-based investments.  As of
June 30, 2011 Vedanta managed approximately $600 million in total
commitments and employed 12 professionals.

Going forward, the assigned ratings may be sensitive to material
changes in the values of the underlying private equity fund
investments and the impact these have on Tenzing's overall NAV and
liquidity relative to the rated liabilities.  Furthermore, ratings
may be influenced by the rate at which unfunded commitments are
drawn, the rate at which gains (or losses) on existing private
equity investments are realized, overall economic conditions, and
Fitch's assessment of how these factors may influence performance
for a given point in time as well as on a going-forward basis.  A
material adverse deviation from Fitch guidelines for any key
rating driver could cause the rating to be lowered by Fitch.  For
additional information about Fitch ratings guidelines for market
value structures, please review the criteria referenced below,
which can be found on Fitch's website.

Fitch seeks quarterly fund information and quarterly investor
reports for the fund from The Bank of New York Mellon (trustee)
and Vedanta, respectively, to conduct surveillance against ratings
guidelines and maintain its ratings.


TERRA II: DBRS Confirms Class B3 CDS Rating at 'BB'
---------------------------------------------------
DBRS has confirmed and placed Under Review with Positive
Implications the following ratings to the credit default swaps
entered into between Figaro II Mezzanine CLO LLC, a Delaware
limited liability company, and Citibank, N.A., London Branch, and
between Terra II Mezzanine CLO II LLC, a Delaware limited
liability company, and Citibank.

The ratings are:

  -- Credit Default Swap by Figaro II Mezzanine CLO LLC at AA
     (low) (sf);

  -- Class B1 CDS by Terra II Mezzanine CLO LLC at AA (low) (sf);

  -- Class B2 CDS by Terra II Mezzanine CLO LLC at A (low) (sf);

  -- Class B3 CDS by Terra II Mezzanine CLO LLC at BB (low) (sf)
     and Under Review with Positive Implications.

The rating addresses the probability of this credit default swap
breaching its attachment point as defined in the transaction
documents on or before the legal final maturity date.

The rating reflects:

1) The integrity of the transaction structure;
2) DBRS' assessment of the portfolio quality;
3) The adequacy of the credit enhancement for the credit default
   swap.

The principal methodology is Rating Global High-Yield Loan
Securitizations, Structured Loans and Tranched Credit Derivatives,
which can be found on DBRS' website under Methodologies.

The sources of information used for this rating include
performance data relating to the underlying collateral provided by
Citigroup.  DBRS considers the information available to it for the
purposes of providing this rating was of satisfactory quality.

For additional information on DBRS European CLO and Tranched
Credit Derivatives Linking Document, please see European
Disclosure Requirements, located at:

                http://www.dbrs.com/research/237794


VALEO INVESTMENT: S&P Lifts Rating on Class A-2 Notes From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 notes from Valeo Investment Grade CDO II Ltd., a cash
flow collateralized debt obligation (CDO) transaction backed by
corporate bonds, managed by Deerfield Capital Management, and
removed them from CreditWatch.

"The class A-1 note rating is insured by Assured Guaranty
(AA+/Watch Neg). For insured classes of notes, our rating is
generally the higher of the rating on the insurer or the Standard
& Poor's underlying rating (SPUR) for the tranche. A SPUR is our
opinion of the stand-alone creditworthiness of an obligation --
that is, the capacity to pay debt service on a debt issue in
accordance with its terms -- without considering an otherwise
applicable bond insurance policy," S&P related.

"Since the class A-1's SPUR was previously lower than Assured
Guaranty's rating, it was dependent on the insurer's rating and
hence placed on CreditWatch with negative implications on
Sept. 29, 2011, following the placement of Assured Guaranty's
rating on CreditWatch with negative implications on Sept. 27, 2011
(see '30 Ratings Placed On CreditWatch Negative After Assured
Guaranty CreditWatch Negative Placement,' published Sept. 29,
2011)," S&P said.

The transaction is in its amortization phase and continues to pay
down its class A-1 notes. The current balance of the class A-1
notes is $22.3 million, which is 5.03% of its original balance. In
addition to a high overcollateralization (O/C) ratio of 163.84% at
the class A level as of the September 2011 monthly trustee report,
the transaction also has $23.15 million in principal cash.

"As a result of its strong credit support, we raised the class A-1
rating to 'AAA (sf)'. Since the rating is now higher than the
rating of the insurer (AA+/Watch Neg), the class A-1 note is no
longer dependent on Assured Guaranty's rating," S&P related.

"Due to the increase in the credit support as a result of the
lower class A-1 note balance, we also raised the class A-2 rating
to 'AA- (sf)' and removed it from CreditWatch with positive
implications," 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 we deem necessary," S&P added.

Rating And CreditWatch Actions

Valeo Investment Grade CDO II Ltd.
                     Rating
Class             To          From
A-1               AAA (sf)    AA+ (sf)/Watch Neg
A-2               AA- (sf)    BB+ (sf)/Watch Pos


WACHOVIA BANK: Fitch Junks Rating on Two Note Classes
-----------------------------------------------------
Fitch Ratings has downgraded two below-investment grade classes
and affirmed the remaining classes of Wachovia Bank Commercial
Mortgage Trust (WBCMT), series 2005-C20 commercial mortgage pass-
through certificates.

The downgrades are the result of a small increase in expected
losses combined with greater certainty of expected losses
associated with the specially serviced assets.  Fitch modeled
losses representing 4.4% of the remaining pool balance or 6.7% of
the initial pool balance (including losses already incurred to
date [3.7%]), compared with modeled losses totaling 6.1% of the
initial pool balance at the previous Fitch rating action.
Affirmations are warranted for the remaining Fitch-rated classes
because continued amortization and paydown have resulted in higher
credit enhancement to a majority of the classes relative to the
previous review.

As of the October 2011 distribution date, the pool's aggregate
principal balance has been reduced by 32.1% to $2.49 billion from
$3.66 billion at issuance, consisting of paydown of 28.4% and
realized losses totaling 3.7%. Six loans (1.5%) are currently
defeased.  The transaction currently has $3.6 million in
cumulative interest shortfalls affecting classes E through H and
P. Fitch has designated 41 loans (20.0%) as Fitch Loans of
Concern, including 10 specially serviced loans (4.5%).

The largest contributor to Fitch modeled losses is a $54.1 million
loan (40% pari passu trust note, 2.2% of the outstanding pool
balance), secured by a 411,097-square foot (sf) office building
located in the Hudson Square submarket of Manhattan's Midtown
South.  The property's single tenant has elected not to renew its
lease, which is coterminous with the loan's December 2011 maturity
date. As of October 2011, approximately $15.7 million was
available in a leasing reserve account.  The loan is performing
but transferred to the special servicer on Oct. 13, 2011
(subsequent to the October 2011 determination date).

The second-largest contributor to modeled losses is a loan (1.7%)
secured by a 273,997-sf anchored retail center located in
Evansville, IN.  Occupancy dropped to 80.1% as of the most recent
rent roll from 97.1% at issuance. The occupancy rate initially
dropped to 80% in 2008 due to the vacancies of Linens 'n Things
and a furniture store.  The former furniture store space was re-
leased to a grocery tenant, but subsequently Borders vacated,
negating the occupancy gain.  The loan remains current, but the
borrower has come out of pocket to service the debt.  As of year-
end 2010, the servicer reported a debt service coverage ratio of
0.80 times on a net operating income basis.

The third-largest contributor to modeled losses is a loan (0.7%)
secured by a 95,870-sf industrial flex building located in
Brooklyn, NY that has served as a production studio since its
development.  The former single-tenant sublessee stopped paying
rent and vacated last year when its television series was
cancelled. Since that time, the asset has lacked a long-term
tenant, with studio space being rented out intermittently for
short-term television/movie tapings.  The loan transferred to
special servicing in October 2010, and reportedly the special
servicer plans to foreclose or sell the note.

Fitch has downgraded and revised Recovery Ratings (RRs) on these
classes as indicated:

  -- $41.2 million class F to 'CCsf/RR1' from 'CCCsf/RR1';
  -- $32.1 million class G to 'Csf/RR3' from 'CCCsf/RR1'.

In addition, Fitch has affirmed these classes:

  -- $179.6 million class A-6A at 'AAAsf'; Outlook Stable;
  -- $50 million class A-6B at 'AAAsf'; Outlook Stable;
  -- $140.9 million class A-PB at 'AAAsf'; Outlook Stable;
  -- $861.8 million class A-7 at 'AAAsf'; Outlook Stable;
  -- $292.2 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $100 million class A-MFL at 'AAAsf'; Outlook Stable;
  -- $266.4 million class A-MFX at 'AAAsf'; Outlook Stable;
  -- $274.8 million class A-J at 'AAsf'; Outlook Stable;
  -- $77.9 million class B at 'BBBsf'; Outlook Stable;
  -- $27.5 million class C at 'BBBsf'; Outlook Stable;
  -- $68.7 million class D at 'BBsf'; Outlook Negative;
  -- $41.2 million class E at 'Bsf'; Outlook Negative.

Classes H, J, K, L, M, N, and O remain at 'Dsf/RR6'. Classes J
through O and the unrated class P have been reduced to zero due to
losses realized on loans liquidated from the trust.  Classes A-1,
A-2, A-3SF, A-4, and A-5 have repaid in full.  Fitch previously
withdrew the ratings on the interest-only classes X-P and X-C.


WACHOVIA BANK: Moody's Cuts Rating on Class O Certs. to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded these ratings of four CMBS
classes and affirmed 11 CMBS classes of Wachovia Bank Commercial
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-C2:

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 3, 2002 Assigned
Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Dec 20, 2005 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Dec 20, 2005 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Feb 8, 2007 Upgraded to
Aaa (sf)

Cl. E, Affirmed at Aaa (sf); previously on Dec 20, 2007 Upgraded
to Aaa (sf)

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

Cl. G, Affirmed at Aa2 (sf); previously on Dec 10, 2010 Upgraded
to Aa2 (sf)

Cl. H, Affirmed at A1 (sf); previously on Dec 10, 2010 Upgraded to
A1 (sf)

Cl. J, Affirmed at Baa2 (sf); previously on Feb 7, 2008 Upgraded
to Baa2 (sf)

Cl. K, Affirmed at Ba1 (sf); previously on Feb 8, 2007 Upgraded to
Ba1 (sf)

Cl. L, Downgraded to B1 (sf); previously on Feb 8, 2007 Upgraded
to Ba2 (sf)

Cl. M, Downgraded to B2 (sf); previously on Nov 12, 2002
Definitive Rating Assigned B1 (sf)

Cl. N, Downgraded to B3 (sf); previously on Nov 12, 2002
Definitive Rating Assigned B2 (sf)

Cl. O, Downgraded to Caa1 (sf); previously on Nov 12, 2002
Assigned B3 (sf)

Cl. IO-I, Affirmed at Aaa (sf); previously on Nov 12, 2002
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are primarily due to interest shortfalls. As of the
most recent remittance date, the pool has experienced cumulative
interest shortfalls totaling $779 thousand, affecting Classes M
through P. Moody's anticipates that the pool will continue to
experience interest shortfalls primarily caused by the
reimbursement of servicer advances related to the SteepleCrest
Apartments Loan. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), extraordinary trust
expenses and non-advancing by the master servicer based on a
determination of non-recoverability. The master servicer has
$1.4 million of advances made on the SteepleCrest Apartments
Loan left to recover.

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 our 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
2.1% of the current balance. At last review, Moody's cumulative
base expected loss was 2.6%. Moody's stressed scenario loss is
5.8% 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 our 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. Please see
the ratings tab on the issuer / entity page on moodys.com for the
last rating action and the ratings history.

DEAL PERFORMANCE

As of the September 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 25% to $652.9
million from $875.1 million at securitization. The Certificates
are collateralized by 94 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 34%
of the pool. Thirty-one loans, representing 26% of the pool, have
defeased and are collateralized with U.S. Government securities.
Eleven loans, representing 11% 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 our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $2.6 million (21% loss severity
overall). Two loans, representing 3% of the pool, are currently
in special servicing. Moody's has estimated a $4.4 million loss
(34% expected loss) for one of the specially serviced loans.
Moody's has assumed a high default probability for three poorly
performing loans representing 1% of the pool and has estimated
a $1.3 million aggregate loss (15% 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 97% and 84% of the pool's non-defeased
loans, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 76%, the same 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 are 1.61X and 1.51X, respectively, compared to
1.52X and 1.41X 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 30 compared to 31 at Moody's prior review.
The top three performing conduit loans represent 17% of the pool
balance. The largest loan is The Crossing at Smithfield Loan
($45.0 million -- 6.4% of the pool), which is secured by a
588,000 SF anchored retail center in Smithfield, Rhode Island.
The property was 100% leased as of June 2011, the same as of
December 2010 and December 2009. The three largest tenants are
Target (21% of the net rentable area (NRA); lease expiration in
2027), Kohls (15% of the NRA, lease expiration in 2023) and Barnes
& Noble (4% of the NRA; lease expiration in 2022). Performance has
improved due to an increase in effective gross income. Moody's LTV
and stressed DSCR are 82% and 1.25X, respectively, compared to 88%
and 1.17X.

The second largest loan is The Promenade at Town Center Loan
($33.4 million -- 5.1%), which is secured by a 182,000 SF
grocery-anchored community center in Valencia, California. The
property was 98% leased as of June 2011 compared to 97% as of
December 2010 and December 2009. The three largest tenants are
The Vons Companies (30% of the NRA; lease expiration in 2017),
Homegoods Store (14% of the NRA; lease expiration in 2012), and
World of Jeans & Tops (6% of the NRA; lease expiration in 2012).
Moody's LTV and stressed DSCR are 82% and 1.22X, respectively,
essentially the same at last review.

The third largest loan is the Kentlands Marketplace Loan
($30.9 million -- 4.7%), which is secured by a 252,000 SF
anchored shopping center in Gaithersburg, Maryland. The
property was 95% leased as of June 2011 compared to the same
level as of December 2010 and 92% as of December 2009. The three
largest tenants are Whole Foods (14% of the NRA; lease expiration
in 2021), Michael's (9% of the NRA; lease expiration in 2014) and
Bally Total Fitness (9% of the NRA; lease expiration in 2014).
Performance has declined slightly but remains above the level at
securitization. Moody's LTV and stressed DSCR are 66% and 1.52X,
respectively, compared to 62% and 1.62X at last review.


WACHOVIA BANK: S&P Lowers Ratings on 2 Classes to 'CCC-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of U.S. commercial mortgage-backed securities (CMBS) from
Wachovia Bank Commercial Mortgage Trust's series 2006-C28. "In
addition, we affirmed our ratings on eight other classes from the
same transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria and a review
of the transaction structure, as well as the liquidity available
to the trust. The downgrades reflect the credit support erosion
that we anticipate will occur upon the eventual resolution of 32
specially serviced assets ($763.4 million, 22.3%) and four
loans ($34.2 million, 1.0%) that we determined to be credit-
impaired," S&P stated.

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

"Our analysis included a review of the credit characteristics of
the remaining assets in the pool. Using servicer-provided
financial information, we calculated an adjusted debt service
coverage (DSC) of 1.26x and a loan-to-value (LTV) ratio of 113.9%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.81x and an LTV ratio of
156.1%. The implied defaults and loss severity under the 'AAA'
scenario were 90.3% and 40.0%. The weighted average DSC and LTV
calculations exclude 32 specially serviced assets ($763.4 million,
22.3%) and four loans ($34.2 million, 1.0%) that we deemed to be
credit-impaired. We separately estimated losses for the specially
serviced and credit-impaired assets and included in our implied
default and loss severity figures," S&P stated.

                       Credit Considerations

As of the Sept. 16, 2011, trustee remittance date, 32 assets
($763.4 million; 22.3%) in the pool were with the special
servicer, CWCapital Asset Management LLC (CWCapital). The
reported payment statuses of these assets as of the September
2011 trustee remittance report are: 19 are real estate owned
(REO) ($543.0 million, 15.9%), two are 90-plus-days delinquent
($11.7 million, 0.3%), eight are in foreclosure ($84.3 million,
2.5%), one is current ($87.0 million, 2.5%), and two are matured
balloon loans ($37.4 million, 1.1%). Appraisal reduction amounts
(ARAs) totaling $222.9 million are in effect against 27 of the
specially serviced assets. Details on the three largest assets
with the special servicer, all of which are top 10 assets, are:

The Montclair Plaza ($190.0 million, 5.5%), the largest specially
serviced asset and the third-largest asset in the pool, has a
total reported exposure of $191.9 million. The collateral consists
of 857,085 sq. ft. of a 1.35 million-sq.-ft. regional mall in
Montclair, Calif. The asset was transferred to special servicing
on Jan. 5, 2010, due to monetary default and became REO on
March 23, 2011. According to CWCapital, the reported inline
occupancy, excluding temporary tenants, was 79.7% as of August
2011. An ARA of $53.3 million is in effect against the asset. "We
expect a moderate loss upon the eventual resolution of this
asset," S&P said.

The Four Seasons Resort and Club-Dallas, TX, the fourth-largest
asset in the pool, has a trust balance of $183.0 million that is
divided into a $175.0 million (5.1%) senior pooled component and a
$8.0 million subordinate nonpooled component that is raked to the
class FS certificates (not rated by Standard & Poor's). The
collateral property is a 431-room, full-service hotel in Irvine,
Texas, and has a total reported exposure of $187.7 million. The
asset was transferred to the special servicer on Oct. 29, 2009,
for imminent monetary default and became REO on June 1, 2010.
CWCapital stated that it will make minor renovations and hold the
asset until market conditions improve. An ARA of $54.7 million is
in effect against the asset. "We expect a moderate loss upon the
eventual resolution of this asset," S&P said.

The Gateway Shopping Center loan ($87.0 million, 2.5%) is the
ninth-largest asset in the pool. The loan, which has a reported
current payment status, is secured by a 476,934- sq.-ft. regional
mall in Austin, Texas. The loan was transferred to special
servicing on July 21, 2011, for imminent maturity default.
According to CWCapital, the loan is scheduled to mature on Oct. 1,
2011, and the borrower indicated that it was unable to secure
refinancing. CWCapital stated that it is evaluating various
workout strategies. The reported DSC was 1.27x for year-end 2010
and occupancy was 75.3% according to the July 2011 rent roll. "We
expect a moderate loss upon the eventual resolution of this loan,"
S&P related.

The 29 remaining specially serviced assets have individual
balances that represent less than 1.3% of the pooled trust
balance. ARAs totaling $114.9 million are in effect for 25 of
these assets. "We estimated losses for the 29 assets, arriving
at a weighted-average loss severity of 46.9%," S&P said.

"In addition to the specially serviced assets, we deemed four
loans ($34.2 million; 1.0%) to be credit-impaired. Two of the
four loans are secured by multifamily apartment complexes
totaling 384 units in Arizona. The reported year-end 2010 cash
flows for these two loans were insufficient to cover operating
expenses. The third loan is secured by a 133,503-sq.-ft. office
building in Chandler, Ariz., and had a reported DSC of 0.76x and
53.0% occupancy for year-end 2010. The remaining loan is secured
by two retail properties totaling 19,469 sq. ft. in Arizona. The
master servicer indicated that this loan may be in imminent
default because the guarantor filed for bankruptcy in March 2011.
The reported DSC was 1.69x for year-end 2010. Consequently, we
viewed these four loans to be at an increased risk of default and
loss," S&P related.

                       Transaction Summary

As of the Sept. 16, 2011 trustee remittance report, the aggregate
trust balance was $3.4 billion (178 loans and 19 REO assets),
compared with $3.6 billion (207 loans) at issuance. Wells Fargo
Bank N.A., the master servicer, reported financial information for
90.8% of the pool, 79.7% of which represents partial- or full-year
2010 data.

"We calculated a weighted average DSC of 1.22x for the pool based
on the master servicer's reported figures. Our adjusted DSC and
LTV ratio were 1.26x and 113.9%. Standard & Poor's adjusted DSC
and LTV calculations exclude 32 assets ($763.4 million, 22.3%)
that are currently with the special servicer and four loans
($34.2 million, 1.0%) that we determined to be credit-impaired. If
we included the specially serviced and credit-impaired assets that
have servicer-reported data, our adjusted DSC and LTV ratio would
have been 1.19x and 127.5%, respectively. We separately estimated
losses for the specially serviced and credit-impaired assets and
included them in our 'AAA' scenario implied default and loss
severity figures. The transaction has experienced $23.8 million in
principal losses from four assets to date. Fifty loans are on the
master servicer's watchlist ($542.9 million, 15.8%), eight loans
($86.1 million, 2.5%) have a reported DSC between 1.0x and 1.1x,
and 36 loans ($639.1 million, 18.7%) have a reported DSC of less
than 1.0x," S&P related.

                       Summary of Top 10 Assets

The top 10 assets have a $1.5 billion (43.7%) aggregate
outstanding balance. "Using servicer-reported information, we
calculated a weighted average DSC of 1.19x for nine of the top 10
assets. Three of the top 10 assets ($452.0 million, 13.1%) are
currently with the special servicer and one loan ($143.4 million,
4.2%) appears on the master servicer's watchlist. Our adjusted DSC
and LTV figures for seven of the top 10 assets (excluding the
three specially serviced assets) were 1.18x and 126.0%," S&P
noted.

The RLJ Hotel Pool loan, the sixth-largest asset in the pool, has
a whole-loan balance of $495.3 million that is divided into eight
pari passu pieces, $143.4 million of which  makes up 4.2% of the
trust balance. The loan is secured by 43 full-service, limited-
service, and extended stay hotels in eight states. The loan was
placed on the master servicer's watchlist due to a low reported
combined DSC, which was 0.98x for year-end 2010 and the reported
combined occupancy was 66.5% as of June 2011," S&P related.

Standard & Poor's stressed the collateral in the pool according to
its current criteria. "The resultant credit enhancement levels are
consistent with our lowered and affirmed ratings," S&P said.

Ratings Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C28
             Rating
Class      To             From       Credit enhancement (%)
A-J        B+ (sf)        BB (sf)                    12.16
B          B (sf)         BB- (sf)                   11.50
C          B- (sf)        B+ (sf)                     9.80
D          CCC+ (sf)      B+ (sf)                     8.88
E          CCC (sf)       B (sf)                      7.44
F          CCC- (sf)      B (sf)                      6.26
G          CCC- (sf)      CCC+ (sf)                   5.08

Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C28
Class      Rating    Credit enhancement (%)
A-2        AAA (sf)                  30.78
A-PB       AAA (sf)                  30.78
A-3        AAA (sf)                  30.78
A-4        A+ (sf)                   30.78
A-4FL      A+ (sf)                   30.78
A-1A       A+ (sf)                   30.78
A-M        BBB (sf)                  20.29
IO         AAA (sf)                    N/A

N/A -- Not applicable.


XL GROUP: Moody's Rates Series D Preference Shares Issuance 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1(hyb) rating to the
Series D Preference Ordinary Shares to be issued by XL Group Ltd.
(senior debt at Baa2), a wholly-owned subsidiary of XL Group plc
(NYSE: XL, not rated). The Series D Preference Ordinary Shares are
perpetual, non-cumulative, are callable by XL Group Ltd. at any
time, and were issued in connection with the termination of the
XL-sponsored Stoneheath Re contingent capital facility (preferred
shares at Ba1(hyb)). XL will realize $350 million in proceeds from
the issuance of the Series D Preference Ordinary Shares to
Stoneheath Re, which will subsequently distribute the securities
to current holders of Stoneheath Re's preferred shares in a
mandatory exchange. Concurrently with the exchange, the Stoneheath
Re preferred shares will be canceled. Moody's currently rates XL
Group's principal operating subsidiaries A2 for insurance
financial strength. The outlook for the ratings is stable.

Rating Rationale

According to Moody's, XL Group's ratings reflect the overall good
market positions of the group's property and casualty insurance
and reinsurance operating units, as well as its diversified
earnings streams by geography and line of business. The ratings
also reflect the sound liquidity and capitalization of the
company's Bermuda operating subsidiaries, its moderating financial
leverage, as well as its solid core underwriting performance and
moderate catastrophe risk profile. These fundamental strengths are
tempered by the intrinsic volatility of XL's reinsurance
businesses and certain insurance lines, relatively moderate
profitability, exposure to natural and man-made catastrophes, and
its moderate coverage of interest and preference and ordinary
share dividends.

XL Group plc has announced that it expects to incur between $90
and $120 million of pre-tax net catastrophe losses during 3Q2011,
primarily from Hurricane Irene, Tropical Storm Lee, the September
Texas wildfires and the July Danish floods. During the first half
of 2011, XL recorded approximately $456 million in catastrophe
losses arising primarily from events in Australia, New Zealand and
Japan. Together, XL's 9M2011 catastrophe losses (using the mid-
point of 3Q2011 range) equate to approximately 5.3% of 4Q2010
total shareholders' equity. The magnitude of these losses, while
creating a drag on XL's reported earnings, compare favorably to
many of XL's peers. Going forward, with pricing appearing to be
stabilizing across both commercial lines insurance and
reinsurance, we expect XL Group's core underwriting results to
gradually improve, though ultimate profitability may continue to
face headwinds due to persistent low investment yields.

XL Group plc, domiciled in Ireland with executive offices in
Bermuda, is a leading provider of insurance and reinsurance
coverages through its operating subsidiaries to industrial,
commercial and professional service firms, insurance companies and
other enterprises on a worldwide basis. As of June 30, 2011, XL
Group plc reported total cash and invested assets of $36.1 billion
and shareholders' equity of $10.6 billion.

The last rating action on XL Group occurred on September 27, 2011,
when Moody's affirmed the debt and insurance financial strength
ratings of XL Group Ltd. and its subsidiaries with a stable
outlook. Moody's also assigned provisional ratings to XL Group
Ltd. under XL Group plc's multi-seniority shelf registration and
assigned a Baa2 rating to $400 million of senior notes due 2021
issued by XL Group Ltd.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Reinsurers published in July 2008.




* Fitch Downgrades 34 Bonds to 'D' as Part of Probe Process
-----------------------------------------------------------
Fitch Ratings has downgraded 34 bonds in 18 U.S. commercial
mortgage-backed securities (CMBS) transactions to 'D', as the
bonds have incurred a principal write-down.  The bonds were all
previously rated 'CCC', 'CC', or 'C', which indicates that Fitch
expected a default.

Thi action is limited to just the bonds with write-downs. The
remaining bonds in these transactions have not been analyzed as
part of this review.  Fitch has downgraded the bonds to 'D' as
part of the ongoing surveillance process and will continue to
monitor these transactions for additional defaults.

The spreadsheet also details Fitch's Recovery Ratings (RRs)
assigned to the transactions.  The RR scale is based upon the
expected relative recovery characteristics of an obligation. For
structured finance, RRs are designed to estimate recoveries on a
forward-looking basis while taking into account the time value of
money.


* Moody's Takes Action on 37 Swaps in 31 RMBS Transactions
----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of 19 interest rate swaps and affirmed the ratings of 18
interest rate swaps. Each of the interest rate swaps in question
is part of an RMBS transaction that has either Deutsche Bank AG or
Barclays Bank PLC as its swap counterparty.

RATINGS RATIONALE

The risk of loss to the counterparties of the swaps that have been
upgraded has declined since the last time the swap ratings were
reviewed, while the risk of loss to the counterparties of the
swaps that have had their ratings affirmed has not changed enough
to warrant a rating action since the last time these swaps were
reviewed.

Moody's rating addresses the credit risk posed to the swap
counterparty. This rating only addresses the risk attributable to
the ability of the trust to continue to honor its obligations
under the swap. The rating does not address market risk that may
be experienced by the party facing the trust under the swap
contract.

The rating takes into account the rating of the swap counterparty
(Aa3 for each swap reviewed), the transaction's legal structure
and the characteristics of the collateral mortgage pool of the
respective trust. Because there is relatively limited historical
performance data for the types of instruments, this credit rating
may have a greater potential rating volatility than would ratings
for transactions supported by more historical performance data.

Moody's rating approach for this counterparty instrument rating
(CIR) rests on three propositions:

  -- The CIRs are based on an analysis of the payment promise made
     by the trust, the position of the instrument in the payment
     waterfall, the credit quality of the rated payment flows, the
     security arrangements governing the trust's relationship with
     the counterparty, the support mechanisms available to the
     counterparty, the termination date of the swap and other
     structural features of the transaction in question. In this
     regard, the rating process is similar to that for all other
     ratings assigned by Moody's.

  -- The credit quality and ratings assigned to counterparty
     instrument obligations of the trust may differ from those of
     its payment obligations to bondholders. As a result, ratings
     assigned to bonds issued by the trust may diverge from the
     CIR and therefore the bond ratings may offer only a limited
     guidance on the CIR.

  -- Although counterparty instrument ratings address payments to
     rather than from the counterparty, in certain circumstances
     the credit strength of the counterparty itself may have a
     bearing on the CIR. For example, where a counterparty's non-
     performance under a swap agreement leads to the trust having
     to make a termination payment to that counterparty, Moody's
     will take into account the likelihood of the counterparty's
     non-performance occurring and the position of termination
     payments in the cash flow waterfall . Specifically, in the
     event that the swap counterparty causes a termination event,
     any termination payment owed to the swap counterparty may be
     paid at the bottom of the cash flow waterfall. As a result, a
     default by the swap counterparty, which is currently rated
     Aa3, makes payment in full to the counterparty unlikely.

By way of background, for all but one of the swaps, the swap
counterparties receive a fixed rate from, and pay LIBOR to, the
RMBS trusts on a notional amount. The swap counterparty for the
one outlying swap pays LIBOR plus a margin on a notional amount
and receives the monthly pass through rate for one class of
certificates issued by the RMBS trust. For fixed notional swaps,
the notional amount is fixed for each month that the swap is
outstanding. For balance guaranteed swaps the notional amount is
calculated as the lesser of a fixed amount for each month and
either the outstanding collateral balance or outstanding
certificate balance. Per the terms of the deal documents for each
of the swaps, the swap counterparty receives payments prior to
bondholders, and is thus in a senior position to all bonds issued
by the trust. To pay the swap counterparty, the trust also has
access to principal payments, liquidation proceeds and interest
collections. This provision strengthens the nature of senior
payment right of the swap counterparty.

For fixed notional swaps and balance guaranteed swaps that are
tied to certificate balances for which losses are not allocated,
the primary risks driving the rating on the swaps is the risk that
the collateral pool amortizes at a rate that exceeds the
amortization rate of the swap notional and the risk of a
termination event triggered by a default of the swap counterparty.
As the notional amount for these swaps is fixed according to a
monthly schedule or floored at a bond balance that is not reduced
by losses, it is likely that the collateral balance would amortize
faster than the swap notional in high default scenarios. For
balance guaranteed swaps that are tied to the collateral balance
by either direct reference or reference to bond balances that are
reduced through both principal payments and losses, the primary
risk driving the rating on the swaps is the risk of a termination
event triggered by a default of the swap counterparty. The
counterparties in all of the swaps have Aa3 long term ratings and
a P-1 short term ratings by Moody's.

"Our methodology for rating swaps on US RMBS transactions includes
running collateral cashflows for fixed schedule swaps and for the
appropriate balance guaranteed swaps," according to Moody's. The
methodology also considers the rating of the swap counterparty.
Moody's stresses that the cashflows by increasing defaults and
prepayments to determine what level of collateral stress would
cause a shortfall in proceeds owed to the swap counterparty. The
cashflows are modeled to reflect the waterfall of the underlying
transaction, which results in all swap payments other than
termination payments caused by a counterparty default coming at
the top of the waterfall. Termination payments owed to the swap
counterparty resulting from a default of the swap counterparty are
paid at the bottom of the waterfall. Sensitivity to a decline in
the weighted average interest rate of the collateral pool is also
analyzed as are additional qualitative considerations such as such
as interest rate reduction modifications or more conservative
servicer advancing approaches.

The ratings for the swaps are in line with Moody's existing
methodology. Moody's noted that on September 19, 2011, it released
a Request for Comment, in which the rating agency has requested
market feedback on potential changes to its rating methodology for
Counterparty Instrument Ratings. If the revised methodology is
implemented as proposed, the rating on the swaps may be positively
affected. Please refer to Moody's Request for Comment, titled
"Moody's Approach to Counterparty Instrument Ratings: Request for
Comment," for further details regarding the implications of the
proposed methodology changes on Moody's ratings.

Complete rating actions are:

For Fixed Schedule Swaps where Barclays Bank PLC is the
counterparty:

Issuer: EquiFirst Loan Securitization Trust 2007-1

Swap (Reference Number 1819920B), Upgraded to Aa3 (sf);
previously on Jul 31, 2009 Assigned Baa2 (sf)

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR1

Swap (Reference Number 1688728B), Upgraded to Aa3 (sf);
previously on Jul 31, 2009 Assigned Baa2 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH1

Swap (Reference Number 1762254B), Upgraded to Aa3 (sf);
previously on Apr 7, 2009 Assigned A2 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX1

Swap (Reference Number 1554177B), Upgraded to Aa3 (sf);
previously on Apr 7, 2009 Assigned A3 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX2

Swap (Reference Number 1615240B), Upgraded to Aa3 (sf);
previously on Apr 10, 2009 Assigned A3 (sf)

Issuer: RALI Series 2007-QH3 Trust

Swap (Reference Number 1683809B), Upgraded to Aa3 (sf);
previously on Apr 7, 2009 Assigned A3 (sf)

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust

Swap (Reference Number 1733274B), Upgraded to Aa3 (sf);
previously on Apr 7, 2009 Assigned Baa1 (sf)

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE4 Trust

Swap (Reference Number 1789071B), Upgraded to Aa3 (sf);
previously on Apr 7, 2009 Assigned Baa1 (sf)

Issuer: BCAP LLC Trust 2006-AA2

Swap (Reference Number 1439003B), Affirmed at A3 (sf); previously
on Mar 2, 2009 Assigned A3 (sf)

Issuer: RAMP Series 2007-RS2 Trust

Swap (Reference Number 1746031B), Upgraded to Aa3 (sf);
previously on May 8, 2009 Assigned Baa2 (sf)

For Fixed Schedule Swaps Where Deutsche Bank AG is the
counterparty:

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-2

Swap I (Reference Number N682000N), Affirmed at Baa1 (sf);
previously on Mar 17, 2010 Assigned Baa1 (sf)

Swap II (Reference Number N681996N), Affirmed at Baa1 (sf);
previously on Mar 17, 2010 Assigned Baa1 (sf)

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA4

Swap (Reference Number N628457N), Upgraded to Aa3 (sf);
previously on Jul 14, 2010 Assigned A2 (sf)

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-1

Swap I (Reference Number N641412N), Affirmed at Baa3 (sf);
previously on Jul 14, 2010 Assigned Baa3 (sf)

Swap II (Reference Number N641402N), Affirmed at Baa3 (sf);
previously on Jul 14, 2010 Assigned Baa3 (sf)

Issuer: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-1

Swap I (Reference Number N614219N), Affirmed at A3 (sf);
previously on Jul 28, 2010 Assigned A3 (sf)

Swap II (Reference Number N614223N), Affirmed at A3 (sf);
previously on Jul 28, 2010 Assigned A3 (sf)

Swap III (Reference Number N614227N), Affirmed at A3 (sf);
previously on Jul 28, 2010 Assigned A3 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
FM1

Swap (Reference Number N503602N), Affirmed at Ba3 (sf);
previously on Nov 3, 2010 Assigned Ba3 (sf)

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2007-AR3

Swap I (Reference Number N607183N), Upgraded to Aa3 (sf);
previously on Nov 1, 2010 Assigned A2 (sf)

Swap II (Reference Number N607153N), Upgraded to Aa3 (sf);
previously on Nov 1, 2010 Assigned A2 (sf)

Issuer: Ameriquest Mortgage Securities Inc., Series 2006-M3

Swap (Reference Number N509391N), Upgraded to A1 (sf); previously
on Nov 1, 2010 Assigned A3 (sf)

Issuer: Fremont Home Loan Trust 2006-D

Swap (Reference Number N525157N), Upgraded to A1 (sf); previously
on Nov 3, 2010 Assigned Ba2 (sf)

Issuer: PHH Alternative Mortgage Trust, Series 2007-3

Swap (Reference Number N632211N), Affirmed at A3 (sf); previously
on Nov 1, 2010 Assigned A3 (sf)

Issuer: Popular ABS Mortgage Pass-Through Trust 2007-A

Swap (Reference Number N615392N), Upgraded to Baa2 (sf);
previously on Nov 3, 2010 Assigned Ba1 (sf)

Issuer: New Century Home Equity Loan Trust 2006-2

Swap (Reference Number N487723N), Affirmed at Aa3 (sf);
previously on Nov 16, 2010 Assigned Aa3 (sf)

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA3

Swap (Reference Number N621204N), Upgraded to Aa3 (sf);
previously on Nov 16, 2010 Assigned A1 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
NC3

Swap (Reference Number N533634N), Affirmed at Aa3 (sf);
previously on Nov 29, 2010 Assigned Aa3 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY8C

Swap (Reference Number N659808N), Upgraded to Aa3 (sf);
previously on Jan 11, 2011 Assigned A1 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY9

Swap I (Reference Number N659812N), Upgraded to Aa3 (sf);
previously on Jan 11, 2011 Assigned A1 (sf)

Swap II (Reference Number N659814N), Upgraded to Aa3 (sf);
previously on Jan 11, 2011 Assigned A1 (sf)

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-AR2

Swap (Reference Number N576538N), Affirmed at Aa3 (sf);
previously on Feb 6, 2011 Assigned Aa3 (sf)

Issuer: ACE Securities Corp. HEL Trust 2007-HE4

Swap (Reference Number N606256N), Affirmed at A1 (sf); previously
on Jun 28, 2011 Assigned A1 (sf)

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-3

Swap (Reference Number N701945N), Affirmed at Aa3 (sf);
previously on Jun 28, 2011 Assigned Aa3 (sf)

For Balance Guaranteed Swaps where Deutsche Bank AG is the
counterparty:

Issuer: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-2

Swap (Reference Number N681806N), Affirmed at Aa3 (sf);
previously on Jul 14, 2010 Assigned Aa3 (sf)

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

Swap (Reference Number N679784N), Affirmed at Aa3 (sf);
previously on Jul 14, 2010 Assigned Aa3 (sf)

Issuer: IndyMac INDA Mortgage Loan Trust 2007-AR9

Swap (Reference Number N736115N), Affirmed at A1 (sf); previously
on Nov 1, 2010 Assigned A1 (sf)


* S&P Lowers Ratings on 8 Classes of Certificates to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage pass-through certificates from two
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 eight of these classes to 'D (sf)'
because we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. The eight classes have had
accumulated interest shortfalls outstanding between one and nine
months," S&P related. The recurring interest shortfalls for the
respective certificates are primarily due to one or more of these
factors:

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

    The lack of servicer advancing for loans where the servicer
    has made nonrecoverable advance declarations;

    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 servicer nonrecoverable advance declarations and
special servicing fees that are likely, in our view, to cause
recurring interest shortfalls," S&P said.

The servicer implements ARAs and resulting ASER amounts according
to each respective 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 it is 60 days
delinquent 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)'. This is 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 related.

Servicer nonrecoverable advance declarations can prompt shortfalls
due to a lack of debt service advancing, the recovery of
previously made advances deemed nonrecoverable, or the failure to
advance trust expenses when nonrecoverable declarations have been
determined. Trust expenses may include, but are not limited to,
property operating expenses, property taxes, insurance payments,
and legal expenses.

"We detail the 11 downgraded classes from the two U.S. CMBS
transactions," S&P said.

    Credit Suisse Commercial Mortgage Trust Series 2006-C1

"We lowered our ratings on the class K, L, M, N, O, P, and Q
certificates from Credit Suisse Commercial Mortgage Trust Series
2006-C1. We lowered our ratings on classes L through Q to 'D (sf)'
to reflect accumulated interest shortfalls outstanding between one
and nine months due to ASER amounts related to 15 ($104.9 million,
4.3%) of the 28 assets ($221.4 million, 9.0%) that are currently
with the special servicer, Helios AMC LLC, as well as special
servicing fees ($47,825) and interest rate reductions due to loan
modifications ($58,825). We downgraded class K to 'CCC- (sf)' due
to reduced liquidity support available to this class resulting
from the recurring interest shortfalls. As of the Sept. 16, 2011
trustee remittance report, ARAs totaling $30.5 million were in
effect for 15 assets and the total reported monthly ASER amount
was $60,732 (net of ASER recovery of $86,844 on a specially
serviced asset). The reported monthly interest shortfalls totaled
$237,432 and have affected all of the classes subordinate to and
including class L," S&P related.

            LB-UBS Commercial Mortgage Trust 2002-C4

"We lowered our ratings on the class L, M, N, and P certificates
from LB-UBS Commercial Mortgage Trust 2002-C4. We lowered our
ratings on classes N and P to 'D (sf)' due to accumulated interest
shortfalls outstanding for three and nine months. The interest
shortfalls resulted primarily from ASER amounts related to five
($37.4 million, 3.5%) of the eight assets ($53.2 million, 5.0%)
that are currently with the special servicer, LNR Partners LLC
(LNR). We lowered our rating on class M due to the potential for
this class to continue experiencing interest shortfalls in the
future relating to the specially serviced assets. Class M has had
accumulated interest shortfalls outstanding for one month. We
lowered our rating on class L due to reduced liquidity support
available to this class resulting from the recurring interest
shortfalls. As of the Sept. 16, 2011 trustee remittance report,
ARAs totaling $15.2 million were in effect for five assets and the
total reported monthly ASER amount was $112,947. The reported
monthly interest shortfalls totaled $124,263 and have affected all
of the classes subordinate to and including class M," S&P said.

Ratings Lowered

Credit Suisse Commercial Mortgage Trust Series 2006-C1
Commercial mortgage pass-through certificates

                           Credit                Reported
            Rating        enhancement      interest shortfalls($)
Class    To           From        (%)    Current  Accumulated
K        CCC- (sf)    B (sf)      2.61              0            0
L        D (sf)       B (sf)      2.00         19,866       19,866
M        D (sf)       B- (sf)     1.54         49,182       91,665
N        D (sf)       CCC+ (sf)   1.08         49,186      126,070
O        D (sf)       CCC+ (sf)   0.93         16,392      143,504
P        D (sf)       CCC (sf)    0.78         16,397      147,571
Q        D (sf)       CCC- (sf)   0.47         32,789      295,104

LB-UBS Commercial Mortgage Trust 2002-C4
Commercial mortgage pass-through certificates

                            Credit                Reported
            Rating         enhancement     interest shortfalls ($)
Class    To           From         (%)      Current    Accumulated
L        CCC (sf)     B+ (sf)     3.47            0              0
M        CCC- (sf)    B- (sf)     2.79        2,416          2,416
N        D (sf)       CCC (sf)    2.12       29,122         81,612
P        D (sf)       CCC- (sf)   1.44       29,122        188,987

                           *********

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
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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