TCR_Public/111120.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, November 20, 2011, Vol. 15, No. 322

                            Headlines

5180 CLO: S&P Gives 'BB' Rating on Class D Deferrable Notes
ABSPOKE 2005-VIA: S&P Puts 'CCC+' Rating on Class VFRN on Watch
ACA CLO: S&P Puts 'B+' Rating on Class D Notes on Watch Positive
ACCREDITED MORTGAGE: S&P Raises Rating on Class A-4 to 'B-'
ALM IV: S&P Affirms 'B' Rating on Class F Deferrable Notes

ARBOR REALTY: Moody's Affirms Cl. B Notes Rating at Ba2 (sf)
ARBOR REALTY: Moody's Affirms Rating of Cl. A-2 Notes at 'Ba2'
ARCAP 2003-1: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
ASSET REPACKAGING: S&P Lowers Rating on Class A7 to 'B+'
ATRIUM VII: S&P Gives 'BB' Rating on Class F Deferrable Notes

C-BASS CBO: Fitch Affirms Junk Rating on Three Note Classes
CARMAX AUTO: Moody's Assigns Definitive Ratings to Seven Classes
CGCMT 2006-C4: Moody's Affirms Cl. C Notes Rating at 'Ba2'
CITIGROUP 2005-C3: S&P Cuts Rating on Class H Certificates to 'D'
CLRT 2006-1: Moody's Affirms Cl. H Notes Rating at 'Ba2'

CNH CAPITAL: Moody's Assigns Definitive Ratings
CNL FUNDING: Fitch Lowers Rating on Class E-1 Note to 'Dsf'
CRE CDO: Fitch Lowers Rating on 16 Bonds to 'D'
CREDIT SUISSE: S&P Lowers Rating on Class J Certificates to 'D'
CRHMFA HOMEBUYERS: Moody's Affirms Rating On Sr. Lien Bonds at Ca

CRIIMI MAE: S&P Lowers Rating on Class F Mortgage Bonds to 'CCC-'
CSFB MORTGAGE: Moody's Lowers Rating of Cl. V-A-1 to Ba1 (sf)
CSMC 2006-C5: Moody's Lowers Rating of Cl. A-J Notes to 'Ba1'
CUMBERLAND II: S&P Removes 'BB+' Class C Notes Rating From Watch
CWALT: Moody's Determines No Negative Rating Impact

DA VINCI: S&P Affirms 'BB-' Rating on Class B Notes
DRYDEN VI: S&P Withdraws 'CCC-' Ratings on 2 Classes of Notes
EMAC OWNER: Writedowns Cue Fitch Cut Rating on Note to 'Dsf/RR2'
FFCA SECURED: Fitch Withdraws Default Rating on Seven Note Classes
FMAC LOAN: Fitch Revises Rating on Two Note Classes to 'Dsf'

G-FORCE CDO: Defaults on Class D Notes Due to Missed Payment
G-STAR 2002-2: Fitch Affirms Rating on Seven Note Classes
GE COMMERCIAL: DBRS Confirms Class J Rating at 'BB'
GLOBAL FRANCHISE: Fitch Withdraws Rating on Five Note Classes
GMAC COMMERCIAL: Fitch Affirms Junk Rating on Eight Note Classes

GRAMERCY RE: Moody's Affirms Cl. D Notes Rating at 'Ba1'
GRAMERCY REAL: Moody's Affirms Cl. B Notes Rating at Caa1 (sf)
GREENWICH CAPITAL: S&P Cuts Rating on Class M Certificates to 'D'
GSMS 1999-C1: Moody's Affirms Rating of Cl. G Notes at 'Caa2'
HARRISBURG AUTHORITY: Moody's Lowers Notes Rating to 'Ba3'

IVY HILL: Moody's Assigns (P)Ba2 Rating to US$19-Mil. Cl. E Notes
IVY HILL: S&P Gives 'BB' Rating on Class E Deferrable Notes
JPMCC 2002-C3: Moody's Lowers Rating of Cl. D Notes to 'Ba1'
JPMCC 2004-CIBC10: Moody's Lowers Rating of Cl. E Notes to 'Ba1'
JPMCC 2006-CIBC17: Moody's Reviews 'Ba1' Cl. A-J Notes Rating

JPMCC 2011-FL1: Moody's Assigns (P)Ba2 to Cl. MH Notes
JPMORGAN 2007-C1: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
LB-UBS 2002-C1: Moody's Affirms Cl. L Notes Rating at 'Ba1'
LB-UBS 2002-C1: S&P Affirms 'CCC-' Rating on Class Q Certificates
LB-UBS 2004-C2: Moody's Affirms Rating of Cl. G Notes at 'Ba2'

LB-UBS 2005-C2: Moody's Lowers Rating of Cl. D Notes to 'Ba1'
LBSBS 2006-1: S&P Lowers Rating on Class N1 Notes to 'CCC-'
MARATHON REAL: Moody's Affirms Cl. E Notes Rating at 'Ba3'
MF-CFC COMM: Fitch Downgrades Rating on Nine Note Classes
MILL CREEK: Moody's Gives (P) Ba3 (sf) Rating to Class E Notes

MIRAMAX LLC: S&P Gives 'BB' Rating on Class B Asset-Backed Notes
MORGAN STANLEY: Moody's Lowers Rating of $14.75MM Notes to 'Ca'
MRU STUDENT: S&P Cuts Rating on Class B Notes From 'CCC-' to 'CC'
MSC 2007-TOP25: Moody's Lowers Rating of Cl. A-J Notes to Ba3 (sf)
MSC 2007-XLF9: Moody's Lowers Rating of Cl. E Notes to 'Ba2'

NATIONAL COLLEGIATE: S&P Puts 'CCC' Ratings on 2 Classes on Watch
PARTS STUDENT: Moody's Lowers Rating of Cl. B Notes to 'Caa1'
RHODE ISLAND: Fitch Affirms Low-B Rating on Two Note Classes
ROCK 1: Moody's Affirms Cl. B Notes Rating at Ba1 (sf)
SEAWALL SPC: S&P Lowers Rating on Series 2008 Notes to 'CCC'

SIERRA TIMESHARE: Fitch Puts Rating on $30 Mil. Notes at 'BBsf'
SIERRA TIMESHARE: Gives 'BB' Rating on Class C Asset-Backed Notes
WACHOVIA BANK: S&P Lowers Ratings on 4 Classes of Certs. to 'D'
WBCMT 2006-C25: Moody's Affirms Cl. E Notes Rating at 'Ba1'
WBCMT 2006-C29: Moody's Affirms Rating of Cl. B Notes at 'Ba3'

WBCMT 2007-C34: Moody's Affirms Rating of Cl. D Notes at B1 (sf)

* S&P Lowers Ratings on 10 Classes of Certificates to 'D'



                            *********

5180 CLO: S&P Gives 'BB' Rating on Class D Deferrable Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to 5180 CLO L.P.'s $1.22 billion notes .

The note issuance is a collateralized loan obligation
securitization backed by a revolving pool consisting primarily of
broadly syndicated senior secured loans.

The preliminary ratings are based on information as of Nov. 11,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

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

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

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

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

    The collateral manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which we
    assessed using our cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest rate scenarios, including LIBOR ranging from
    0.34%-10.94%," 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.

    The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification of excess
    interest proceeds that are available prior to paying uncapped
    administrative expenses and fees, collateral manager incentive
    fees, and income note payments to principal proceeds for the
    purchase of additional collateral assets during the
    reinvestment period.

               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/1111262.pdf

Preliminary Ratings Assigned
5180 CLO L.P.

Class                   Rating                  Amount
                                              (mil. $)
A-1                     AAA (sf)                600.00
A-2                     AA (sf)                  63.65
B (deferrable)          A (sf)                  116.35
C (deferrable)          BBB (sf)                 64.25
D (deferrable)          BB (sf)                  48.15
Combination notes(i)    BBB- (sf)(pNRi)         329.00
Income notes            NR                      120.50

(i)The combination notes comprise $116.35 million of class B
notes, $64.25 million of class C notes, $48.15 million of class D
notes, $74.00 million of income notes, and a $26.25 million
Treasury security (the notional amount is $50 million). NR--Not
rated.


ABSPOKE 2005-VIA: S&P Puts 'CCC+' Rating on Class VFRN on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 29
tranches from 27 corporate-backed synthetic collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on five tranches from five
synthetic CDO transactions backed by commercial mortgage-backed
securities (CMBS), one tranche from one synthetic CDO transaction
backed by residential mortgage-backed securities (RMBS), and one
tranche from one corporate-backed synthetic CDO transaction on
CreditWatch negative. In addition, we affirmed our rating on one
tranche from one corporate-backed synthetic CDO transaction. The
rating actions followed our monthly review of U.S. synthetic CDO
transactions," S&P related.

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

Rating Actions

ABSpoke 2005-VIA Ltd.
                                 Rating
Class                  To                    From
VFRN                   CCC+ (sf)/Watch Neg   CCC+ (sf)

Cloverie PLC
EUR100 mil Floating Rate Credit Linked Notes Series 2007-44
                                 Rating
Class                  To                    From
Notes                  CCC+ (sf)/Watch Pos   CCC+ (sf)

Cloverie PLC
EUR50 mil Floating Rate Credit Linked Notes Series 2007-43
                                 Rating
Class                  To                    From
Notes                  CCC+ (sf)/Watch Pos   CCC+ (sf)

Credit Default Swap
REF: NGNGX
                                 Rating
Class                To                      From
Tranche              BB-srb (sf)/Watch Neg   BB-srb (sf)

Credit Default Swap
$10 mil HSBC Bank USA NA - The Hongkong and Shanghai Banking
Corporation Limited
227212/227229/227230
                                 Rating
Class                To                       From
Tranche              BB-srp (sf)/Watch Pos    BB-srp (sf)

Credit Default Swap
$10.891 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506494096
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.891 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506551445
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.892 bil Swap Risk rating - Portfolio CDS Ref No. SDB506551406
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.892 bil Swap Risk rating - Portfolio CDS Ref No. SDB506551414
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.892 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506551423
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.893 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506551442
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.894 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506551435
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.895 bil Sawp Risk Rating - Portfolio CDS Ref No. SDB506551383
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.895 bil Swap Risk Rating - Portfolio CDS Ref No. SDB506550851
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$10.895 bil Swap Risk Rating - Portfolio CDS Ref. No. SDB506551403
                                 Rating
Class                  To                    From
Notes                  Bsrp (sf)/Watch Pos   Bsrp (sf)

Credit Default Swap
$187.5 mil Swap Risk Rating - Portfolio CDS Ref No.
PYR_8631051_82386545_Vizzavona
                                 Rating
Class                 To                     From
Swap                  A-srp (sf)/Watch Pos   A-srp (sf)

CypressTree Synthetic CDO Ltd.
Series 2006-1
                                 Rating
Class                    To                  From
Notes                    A (sf)/Watch Pos    A (sf)

Greylock Synthetic CDO 2006
Series 6
                                 Rating
Class                  To                    From
A1A-$LMS               BBB- (sf)/Watch Pos   BBB- (sf)

Halcyon 2005-2 Ltd.
                                 Rating
Class                   To                    From
A                       BBB- (sf)/Watch Neg   BBB- (sf)

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

Momentum CDO (Europe) Ltd.
Series 2005-9
                                 Rating
Class                    To                  From
Notes                    B+ (sf)/Watch Pos   B+ (sf)

Morgan Stanley ACES SPC
Series 2005-9
                                 Rating
Class                    To                  From
Notes                    B (sf)/Watch Pos    B (sf)

Morgan Stanley ACES SPC
Series 2007-9
                                 Rating
Class                    To                  From
III                      CCC-i (sf)          CCC-i (sf)

Morgan Stanley ACES SPC
Series 2007-28
                                 Rating
Class                    To                  From
A                        BBB (sf)/Watch Pos  BBB (sf)

Morgan Stanley ACES SPC
Series 2007-35
                                 Rating
Class                  To                     From
C                      BBB+ (sf)/Watch Pos    BBB+ (sf)

Morgan Stanley ACES SPC
Series 2008-5
                                 Rating
Class                    To                  From
Class I                  A+ (sf)/Watch Pos   A+ (sf)

Morgan Stanley Managed ACES SPC
Series 2006-2
                                 Rating
Class                    To                  From
Combo                    BB- (sf)/Watch Pos  BB- (sf)
III                      B (sf)/Watch Pos    B (sf)

North Street Referenced Linked Notes 2005-9 Ltd.
                                 Rating
Class                   To                    From
D                       A+ (sf)/Watch Pos     A+ (sf)
E                       BBB- (sf)/Watch Pos   BBB- (sf)

ORSO Portfolio Tranche Index Certificates
                                 Rating
Class                    To                  From
CL                       A (sf)/Watch Pos    A (sf)

REVE SPC
EUR15 mil, 3 bil, $81 mil REVE SPC Segregated Portfolio of Dryden
XVII Notes
Series 34, 36, 37, 38, 39, & 40
                                 Rating
Class                    To                  From
Series 36                B- (sf)/Watch Pos   B- (sf)

Salisbury International Investments Ltd.
Series 2005-08
                                 Rating
Class                    To                  From
A                        B+ (sf)/Watch Neg   B+ (sf)

Salisbury International Investments Ltd.
Series 2005-5
                                 Rating
Class                    To                  From
A                        B+ (sf)/Watch Neg   B+ (sf)

Salisbury International Investments Ltd.
Series 2005-6
                                 Rating
Class                    To                  From
A                        B+ (sf)/Watch Neg   B+ (sf)

Seawall SPC
$50 mil Seawall SPC - Series 2006-2 (CMBS Synthetic Reremic)
                                 Rating
Class                    To                  From
A                        B- (sf)/Watch Neg   B- (sf)

UBS AG
$25 mil AMP A CLO 2007-2 Notes
                                 Rating
Class                    To                  From
Notes                    B+ (sf)/Watch Pos   B+ (sf)


ACA CLO: S&P Puts 'B+' Rating on Class D Notes on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 141
tranches from 34 U.S. collateralized debt obligation (CDO)
transactions on CreditWatch with positive implications. "At the
same time, we placed our ratings on 26 tranches from five U.S. CDO
transactions on CreditWatch with negative implications," S&P said.

The tranches with ratings placed on CreditWatch positive are
from CDO transactions backed by securities issued by corporate
obligors. These tranches had an original issuance amount of
$7.241 billion. Most of the CreditWatch positive placements affect
collateralized loan obligations (CLOs) and reflect the continued
improvement in the credit quality of the obligors whose loans
collateralize the rated notes. These improvements mainly reflect
an increase in upgrades to the speculative-grade obligors whose
loans collateralize the rated notes and reduced default rates in
certain transactions. " We placed our ratings on CreditWatch
positive to reflect these improvements, as well as our view that
these tranches may be able to support higher ratings. We placed
our ratings on 26 tranches from five transactions on CreditWatch
with negative implications to reflect deterioration in the credit
quality of each transaction's collateral portfolio. Two of these
transactions are CDOs backed by commercial mortgage-backed
securities (CMBS). The three other transactions are mezzanine
structured finance (SF) CDO of asset-backed securities (ABS),
which is collateralized in large part by mezzanine tranches
of U.S. residential mortgage-backed securities (RMBS) and other
SF securities. The CreditWatch negative placements reflect the
deterioration in the credit quality of the securities held
by these transactions. The tranches with ratings placed on
CreditWatch negative had an original issuance amount of
$530.93 million," S&P related.

"We will resolve the CreditWatch placements after we complete a
comprehensive cash flow analysis and committee review for each of
the affected transactions. We expect to resolve these CreditWatch
placements within 90 days. We will continue to monitor the CDO
transactions we rate and take rating actions, including
CreditWatch placements, as we deem appropriate," S&P said.

Ratings Placed On Creditwatch Positive

ACA CLO 2006-2 Ltd.
                            Rating
Class               To                  From
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

Apidos Quattro CDO
                            Rating
Class               To                  From
Class B Notes       AA-(sf)/Watch Pos   AA-(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Note        BBB-(sf)/Watch Pos  BBB-(sf)
Class E Notes       B+(sf)/Watch Pos    B+(sf)

Ares IIIR/IVR CLO Ltd.
                            Rating
Class               To                  From
Class A-1 Notes     AA-(sf)/Watch Pos   AA-(sf)
Class A-2 Notes     AA-(sf)/Watch Pos   AA-(sf)
Class B Notes       A(sf)/Watch Pos     A(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Notes       BB-(sf)/Watch Pos   BB-(sf)
Class E Notes       CCC-(sf)/Watch Pos  CCC-(sf)

Ares NF CLO XIV Ltd.
                            Rating
Class               To                  From
Class B Notes       AA-(sf)/Watch Pos   AA-(sf)
Class C Notes       A-(sf)/Watch Pos    A-(sf)
Class D Notes       BB+(sf)/Watch Pos   BB+(sf)

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

Blackrock Senior Income Series IV
                            Rating
Class               To                  From
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

Callidus Debt Partners CLO Fund VII Ltd.
                            Rating
Class               To                  From
Class A Notes       AA-(sf)/Watch Pos   AA-(sf)
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Notes       BB+(sf)/Watch Pos   BB+(sf)
Class E Notes       B+(sf)/Watch Pos    B+(sf)

ARES XXI CLO
                            Rating
Class               To                  From
Class A-1 Notes     AA(sf)/Watch Pos    AA(sf)
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       B+(sf)/Watch Pos    B+(sf)
Class D Notes       CCC-(sf)/Watch Pos  CCC-(sf)

CoLTS 2007-1 Ltd.
                            Rating
Class               To                  From
Class A Notes       AA+(sf)/Watch Pos   AA+(sf)
Class B Notes       AA-(sf)/Watch Pos   AA-(sf)
Class C Notes       BBB(sf)/Watch Pos   BBB(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

ColumbusNova CLO Ltd 2007-I
                            Rating
Class               To                  From
CLASS B NOTES       AA-(sf)/Watch Pos   AA-(sf)
CLASS C NOTES       A-(sf)/Watch Pos    A-(sf)
CLASS D NOTES       BBB-(sf)/Watch Pos  BBB-(sf)

CSAM Funding I
                            Rating
Class               To                  From
Class B-1 Notes     A+(sf)/Watch Pos    A+(sf)
Class B-2 Notes     A+(sf)/Watch Pos    A+(sf)

CSAM Funding IV
                            Rating
Class               To                  From
Class C-1           BBB-(sf)/Watch Pos  BBB-(sf)
Class C-2           BBB-(sf)/Watch Pos  BBB-(sf)
Class D-1           BB-(sf)/Watch Pos   BB-(sf)
Class D-2           BB-(sf)/Watch Pos   BB-(sf)

Duane Street CLO 1 Ltd.
                            Rating
Class               To                  From
Class B             A(sf)/Watch Pos     A(sf)
Class C             BBB-(sf)/Watch Pos  BBB-(sf)
Class D             CCC-(sf)/Watch Pos  CCC-(sf)
Class E             CCC-(sf)/Watch Pos  CCC-(sf)

Galaxy IV CLO Ltd.
                            Rating
Class               To                  From
Class A-1VA Notes   AA+(sf)/Watch Pos   AA+(sf)
Class A-1VB Notes   AA+(sf)/Watch Pos   AA+(sf)
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Fixed       CCC+(sf)/Watch Pos  CCC+(sf)
Class D Floating    CCC+(sf)/Watch Pos  CCC+(sf)

Gale Force 1 CLO Ltd.
                            Rating
Class               To                  From
Class B1 Notes      A+(sf)/Watch Pos    A+(sf)
Class B2 Notes      A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D1 Notes      BB+(sf)/Watch Pos   BB+(sf)
Class D2 Notes      BB+(sf)/Watch Pos   BB+(sf)
Class E Notes       CCC+(sf)/Watch Pos  CCC+(sf)

Genesis CLO 2007-2 Ltd.
                            Rating
Class               To                  From
Class C Notes       A+(sf)/Watch Pos    A+(sf)
Class D Notes       BBB(sf)/Watch Pos   BBB(sf)
Class E Notes       BB-(sf)/Watch Pos   BB-(sf)
Class F Notes       CCC-(sf)/Watch Pos  CCC-(sf)

Goldentree Loan Opportunties IV Ltd.
                            Rating
Class               To                  From
Class A-2 Notes     AA(sf)/Watch Pos    AA(sf)
Class B Notes       A(sf)/Watch Pos     A(sf)
Class C Notes       BBB-(sf)/Watch Pos  BBB-(sf)
Class D Notes       BB(sf)/Watch Pos    BB(sf)

GSC Partners CDO Fund IV Ltd.
                            Rating
Class               To                  From
Class A2-Notes      AA+(sf)/Watch Pos   AA+(sf)
Class A3-Notes      AA+(sf)/Watch Pos   AA+(sf)
Class B Notes       A(sf)/Watch Pos     A(sf)

LightPoint CLO VIII Ltd.
                            Rating
Class               To                  From
Class A-1-B Notes   AA(sf)/Watch Pos    AA(sf)
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class D Notes       BB+(sf)/Watch Pos   BB+(sf)
Class E Notes       B+(sf)/Watch Pos    B+(sf)

Long Grove CLO Ltd.
                            Rating
Class               To                  From
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       BBB-(sf)/Watch Pos  BBB-(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

Madison Park Funding III Ltd.
                            Rating
Class               To                  From
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)
Class D Notes       BB-(sf)/Watch Pos   BB-(sf)

Madison Park Funding V Ltd.
                            Rating
Class               To                  From
Class A-1a Notes    AA+(sf)/Watch Pos   AA+(sf)
Class A-1b Notes    AA-(sf)/Watch Pos   AA-(sf)
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB-(sf)/Watch Pos  BBB-(sf)
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

MCG Commercial Loan Trust 2006-1
                            Rating
Class               To                  From
Class A-1 Notes     AA-(sf)/Watch Pos   AA-(sf)
Class A-2 Notes     AA-(sf)/Watch Pos   AA-(sf)
Class A-3 Notes     AA-(sf)/Watch Pos   AA-(sf)

Mountain Capital CLO III Ltd.
                            Rating
Class               To                  From
Class A-2L Notes    AA(sf)/Watch Pos    AA(sf)
Class A-3F Notes    BBB+(sf)/Watch Pos  BBB+(sf)
Class A-3L Notes    BBB+(sf)/Watch Pos  BBB+(sf)
Class B-1L Notes    B+(sf)/Watch Pos    B+(sf)

Nautique Funding Ltd.
                            Rating
Class               To                  From
Class C Notes       B+(sf)/Watch Pos    B+(sf)
Class D Notes       CCC+(sf)/Watch Pos  CCC+(sf)

NYLIM Flatiron CLO 2006-1 Ltd.
                            Rating
Class               To                  From
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)
Class D Notes       CCC+(sf)/Watch Pos  CCC+(sf)

Octagon Investment Partners XI Ltd.
                            Rating
Class               To                  From
Class A-1A Notes    AA(sf)/Watch Pos    AA(sf)
Class A-1B  Notes   AA(sf)/Watch Pos    AA(sf)
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)
Class D Notes       B+(sf)/Watch Pos    B+(sf)

Shasta CLO I Ltd.
                            Rating
Class               To                  From
Class A-2L Notes    A-(sf)/Watch Pos    A-(sf)
Class A-3L Notes    BBB(sf)/Watch Pos   BBB(sf)
Class B-1L Notes    BB(sf)/Watch Pos    BB(sf)
Class B-2L Notes    CCC-(sf)/Watch Pos  CCC-(sf)

Southport CLO Ltd.
                            Rating
Class               To                  From
Class A-1 Notes     AA+(sf)/Watch Pos   AA+(sf)
Class A-3 Notes     AA+(sf)/Watch Pos   AA+(sf)
Class B Notes       A+(sf)/Watch Pos    A+(sf)
Class C Notes       B+(sf)/Watch Pos    B+(sf)
Class D Notes       CCC-(sf)/Watch Pos  CCC-(sf)

St. James River CLO Ltd.
                            Rating
Class               To                  From
Class A-R Notes     A+(sf)/Watch Pos    A+(sf)
Class A-T Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       BBB(sf)/Watch Pos   BBB(sf)
Class D Notes       BB+(sf)/Watch Pos   BB+(sf)
Class E Notes       CCC+(sf)/Watch Pos  CCC+(sf)

Stoney Lane Funding I Ltd.
                            Rating
Class               To                  From
Class A-1 Notes     AA-(sf)/Watch Pos   AA-(sf)
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB(sf)/Watch Pos   BBB(sf)
Class C Notes       BB(sf)/Watch Pos    BB(sf)
Class D Notes       CCC-(sf)/Watch Pos  CCC-(sf)

Wasatch CLO Ltd.
                            Rating
Class               To                  From
Class A-1a Notes    AA-(sf)/Watch Pos   AA-(sf)
Class A-1b Notes    AA-(sf)/Watch Pos   AA-(sf)
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C Notes       BB+(sf)/Watch Pos   BB+(sf)

Waveland-Ingots Ltd.
                            Rating
Class               To                  From
Class B-1 Notes     AA+(sf)/Watch Pos   AA+(sf)
Class B-2 Notes     AA+(sf)/Watch Pos   AA+(sf)

Westwood CDO I Ltd.
                            Rating
Class               To                  From
Class A-2 Notes     A+(sf)/Watch Pos    A+(sf)
Class B Notes       BBB+(sf)/Watch Pos  BBB+(sf)
Class C-1 Notes     B+(sf)/Watch Pos    B+(sf)
Class C-2 Notes     B+(sf)/Watch Pos    B+(sf)
Class D Notes       CCC-(sf)/Watch Pos  CCC-(sf)

Ratings Placed On CreditWatch Negative

Arroyo CDO I Ltd.
                            Rating
Class               To                  From
Class C-1 Notes     CCC(sf) /Watch Neg  CCC(sf)
Class C-2 Notes     CCC(sf) /Watch Neg  CCC(sf)

Birch Real Estate CDO I Ltd.
                            Rating
Class               To                  From
Class A-2 Notes     BBB(sf) /Watch Neg  BBB(sf)
Class A-2L Notes    BBB(sf) /Watch Neg  BBB(sf)
Class A-3L Notes    CCC(sf) /Watch Neg  CCC(sf)

Crest 2004-1 Ltd.
                            Rating
Class               To                  From
Class A Notes       BBB+(sf) /Watch Neg BBB+(sf)
Class B-1 Notes     BB+(sf) /Watch Neg  BB+(sf)
Class B-2 Notes     BB+(sf) /Watch Neg  BB+(sf)
Class C-1 Notes     BB-(sf) /Watch Neg  BB-(sf)
Class C-2 Notes     BB-(sf) /Watch Neg  BB-(sf)
Class D Notes       B(sf) /Watch Neg    B(sf)
Class E-1 Notes     CCC-(sf) /Watch Neg CCC-(sf)
Class E-2 Notes     CCC-(sf) /Watch Neg CCC-(sf)
Class F Notes       CCC-(sf) /Watch Neg CCC-(sf)

Gresham Street CDO Funding 2003-1 Ltd.
                            Rating
Class               To                  From
Class C Notes       A+(sf) /Watch Neg   A+(sf)
Class D Notes       CCC-(sf) /Watch Neg CCC-(sf)
Preferred Shares    CCC-(sf) /Watch Neg CCC-(sf)

N-Star Real Estate CDO I Ltd.
                            Rating
Class               To                  From
Class A-2A Notes    AAA(sf)/Watch Neg  AAA(sf)
Class A-2B Notes    AAA(sf)/Watch Neg  AAA(sf)
Class B-1 Notes     A(sf)/Watch Neg    A(sf)
Class B-2 Notes     A-(sf) /Watch Neg   A-(sf)
Class C-1A Notes    BBB+(sf) /Watch Neg BBB+(sf)
Class C-1B Notes    BBB+(sf) /Watch Neg BBB+(sf)
Class C-2 Notes     BB+(sf) /Watch Neg  BB+(sf)
Class D-1A Notes    CCC-(sf) /Watch Neg CCC-(sf)
Class D-1B Notes    CCC-(sf) /Watch Neg CCC-(sf)


ACCREDITED MORTGAGE: S&P Raises Rating on Class A-4 to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes from seven U.S. residential mortgage-backed securities
(RMBS) transactions. "Concurrently, we affirmed our rating on one
class from one additional transaction. We also withdrew our
rating on class MV-1 from CWABS Asset-Backed Certificates Trust
2005-1, which was paid in full," S&P said.

Subprime mortgage loan collateral supports the eight RMBS
transactions in this review, which were issued between 2005 and
2007.

The upgrades from 'CCC (sf)' to 'B- (sf)' or 'B (sf)' reflect our
opinion that these classes are no longer projected to default
based on the credit enhancement available to cover the projected
losses. In addition, each of the upgrades, including the upgrade
to 'BB (sf)' from 'B (sf)', reflect our assessment that the
projected credit enhancement for the upgraded classes will be
sufficient to cover projected losses at the applicable rating
level.

"The 'CCC (sf)' affirmation reflects our assessment that the
credit enhancement for this class will be insufficient to cover
projected losses," S&P related.

"The rating actions take transaction-specific loss projections
into account. In order to maintain a 'B' rating on a class, we
assessed whether, in our view, a class could absorb the base-
case loss assumptions we used in our analysis. For subprime
transactions, in order to maintain a rating higher than 'B', we
assessed whether the class could withstand losses exceeding our
remaining base-case loss assumptions at a percentage specific to
each rating category, up to 150% for a 'AAA' rating. For example,
in general, we would assess whether a class could withstand
approximately 110% of our remaining base-case loss assumptions to
maintain a 'BB' rating," S&P said.

For additional structure-level information regarding delinquencies
and cumulative losses for these transactions through the October
2011 remittance period:

Losses and Delinquencies*

Accredited Mortgage Loan Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-1      1,004   29.80   15.03          30.71          24.04

Citicorp Residential Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-1        795   38.20    5.86          17.14          10.62

CWABS Asset Backed Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-11     1,168   27.39   10.88          65.97          60.50
2007-10     1,000   69.04   10.81          59.44          53.24

CWABS Asset-Backed Certificates Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2005-1      2,400   17.33    5.96          64.26          58.49
2005-17     1,700   37.51   11.45          58.48          52.71
2005-BC5      950   25.91    8.24          53.50          48.59

Terwin Mortgage Trust
         Original    Pool    Cum.          Total         Severe
          balance  factor  losses  delinquencies  delinquencies
Series   (mil. $)     (%)     (%)            (%)            (%)
2006-1        225   20.32   17.87          41.75          29.48

*Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.

The information below shows average pool factor, cumulative loss,
and total and severe delinquency information by vintage for
subprime collateral as of the October 2011 distribution period.

2005 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
      18.22       10.43              41.34              34.55

2006 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
      31.82       22.12              47.71              40.92

2007 Vintage
    Average     Average            Average            Average
pool factor  cumulative              total             severe
        (%)  losses (%)  delinquencies (%)  delinquencies (%)
       50.11       22.44              46.51              39.93

Subordination, overcollateralization (prior to its depletion), and
excess spread, when applicable, provide credit support for the
affected transactions.

Rating Actions

Accredited Mortgage Loan Trust 2006-1
Series 2006-1
                               Rating
Class      CUSIP       To                   From
A-4        004375FG1   B- (sf)              CCC (sf)

CWABS Asset Backed Certificates Trust 2005-11
Series 2005-11
                               Rating
Class      CUSIP       To                   From
MV-3       126670DC9   B- (sf)              CCC (sf)

CWABS Asset Backed Certificates Trust 2007-10
Series 2007-10
                               Rating
Class      CUSIP       To                   From
2-A-2      23246BAH4   B- (sf)              CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP       To                   From
MV-1       126673WX6   NR                   AA+ (sf)
MV-5       126673XB3   BB (sf)              B (sf)
MV-6       126673XC1   B (sf)               CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-17
Series 2005-17
                               Rating
Class      CUSIP       To                   From
2-AV       126670QX9   B- (sf)              CCC (sf)
4-AV-3     126670RC4   B- (sf)              CCC (sf)
3-AV-2     126670QZ4   B- (sf)              CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-BC5
Series 2005-BC5
                               Rating
Class      CUSIP       To                   From
M-3        126670NG9   B- (sf)              CCC (sf)

Terwin Mortgage Trust 2006-1
Series 2006-1
                               Rating
Class      CUSIP       To                   From
I-M-1      881561M35   B- (sf)              CCC (sf)

Rating Affirmed

Citicorp Residential Mortgage Trust Series 2006-1
Series 2006-1

Class      CUSIP         Rating
M-2        17309NAH4     CCC (sf)


ALM IV: S&P Affirms 'B' Rating on Class F Deferrable Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ALM IV
Ltd./ALM IV LLC's $417.96 million floating-rate notes following
the transaction's effective date as of Oct. 4, 2011.

"Most U.S. cash flow collateralized debt obligations (CLOs) close
before purchasing the full amount of their targeted level of
portfolio collateral. On the closing date, the collateral manager
typically covenants to purchase the remaining collateral within
the guidelines specified in the transaction documents to reach
the target level of portfolio collateral. Typically, the CLO
transaction documents specify a date by which the targeted level
of portfolio collateral must be reached. The 'effective date' for
a CLO transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents. Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an 'effective
date rating affirmation')," S&P related.

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date. The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

"We believe the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction. This window
of time is typically referred to as a 'ramp-up period.' Because
some CLO transactions may acquire most of their assets from the
new issue leveraged loan market, the ramp-up period may give
collateral managers the flexibility to acquire a more diverse
portfolio of assets," S&P related.

"For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, our ratings on the
closing date and prior to our effective date review are generally
based on the application of our criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect our assumptions about the
transaction's investment guidelines. This is because not all
assets in the portfolio have been purchased," S&P said.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio. Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee. (For more information on our criteria and our
analytical tools, see 'Update To Global Methodologies And
Assumptions For Corporate Cash Flow And Synthetic CDOs,' published
Sept. 17, 2009.)," S&P related

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation. In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P said.

"On an ongoing basis after we issue an effective date rating
affirmation, we will periodically review whether, in our view, the
current ratings on the notes remain consistent with the credit
quality of the assets, the credit enhancement available to support
the notes, and other factors, and take rating actions as we deem
necessary," S&P said.

Ratings Affirmed
ALM IV Ltd./ALM IV LLC

Class                Rating      Amount (mil. $)
A                    AAA (sf)            274.500
B                    AA (sf)              58.500
C (deferrable)       A (sf)               29.812
D (deferrable)       BBB (sf)             20.250
E (deferrable)       BB (sf)              23.625
F (deferrable)       B (sf)               11.270
Subordinated         NR                   43.350

NR -- Not rated.


ARBOR REALTY: Moody's Affirms Cl. B Notes Rating at Ba2 (sf)
------------------------------------------------------------
Moody's has affirmed the ratings of four classes of Notes issued
by Arbor Realty Mortgage Securities 2004-1, Ltd. The affirmations
are due to the 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 CLO) transactions.

Moody's rating actions:

Cl. A, Affirmed at A1 (sf); previously on Dec 1, 2010 Downgraded
to A1 (sf)

Cl. B, Affirmed at Ba2 (sf); previously on Dec 1, 2010 Downgraded
to Ba2 (sf)

Cl. C, Affirmed at Caa2 (sf); previously on Dec 1, 2010 Downgraded
to Caa2 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

Arbor Realty Mortgage Securities 2004-1, Ltd. is a static cash CRE
CDO transaction backed by a portfolio of a-notes and whole loans
(35.4% of the pool balance), b-notes (30.8%) and mezzanine loans
(33.8%). As of the October 21, 2011 Note Valuation report, the
aggregate Note balance of the transaction, including preferred
shares, has decreased to is $352.7 million from $469.0 million at
issuance. The paydown was directed to the Class C and the Class D
Notes during the reinvestment period as a result of a "junior-
turbo" feature that directed excess interest proceeds to paydown
these notes. Since the end of the reinvestment period, the paydown
has been directed in a senior sequential priority.

There are six assets with a par balance of $20.7 million (6.2% of
the current pool balance) that are considered Defaulted Securities
as of the October 21, 2011 Note Valuation report. While there have
been limited losses on the underlying collateral to date, Moody's
does expect low to moderate 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 probability of default WARF is a measure of
the default probability within a collateral pool. Moody's modeled
a bottom-dollar WARF of 7,402 compared to 6,605 at last review.
The distribution of current ratings and credit estimates is as
follows: Baa1-Baa3 (4.4% compared to 4.0% at last review), Ba1-Ba3
(0.4% compared to 3.1% at last review), B1-B3 (13.7% compared to
22.8% at last review), and Caa1-C (81.5% compared to 70.1% 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 2.6 years compared
to 2.8 years at last review. The modeled WAL reflects 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
21.6% compared 23.1% 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 99.9% compared to 17.2% at last review.
The high MAC is due to the concentration of high default
probability collateral within a few collateral names

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
21.6% to 11.6% or up to 31.6% would result in average modeled
rating movement on the rated tranches of 0 to 4 notches downward
and 1 to 6 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.


ARBOR REALTY: Moody's Affirms Rating of Cl. A-2 Notes at 'Ba2'
--------------------------------------------------------------
Moody's has affirmed the ratings of ten classes of Notes issued by
Arbor Realty Mortgage Securities 2006-1, Ltd. The affirmations are
due to the 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 CLO) transactions.

Moody's rating actions:

Cl. A-1A, Affirmed at Aa3 (sf); previously on Dec 1, 2010
Downgraded to Aa3 (sf)

Cl. A-1AR, Affirmed at Aa3 (sf); previously on Dec 1, 2010
Downgraded to Aa3 (sf)

Cl. A-2, Affirmed at Ba2 (sf); previously on Dec 1, 2010
Downgraded to Ba2 (sf)

Cl. B, Affirmed at B2 (sf); previously on Dec 1, 2010 Downgraded
to B2 (sf)

Cl. C, Affirmed at Caa2 (sf); previously on Dec 1, 2010 Downgraded
to Caa2 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

Cl. F, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

Arbor Realty Mortgage Securities 2006-1, Ltd. is a revolving cash
CRE CDO transaction backed by a portfolio of a-notes and whole
loans (78.1% of the pool balance), b-notes (16.3%) and mezzanine
loans (5.6%). As of the October 26, 2011 Note Valuation report,
the aggregate Note balance of the transaction, including preferred
shares, is $600.0 million, the same as that at issuance. The
transaction remains in the reinvestment period which is due to end
on January 26, 2012.

There are three assets with a par balance of $29.7 million (4.8%
of the current pool balance) that are considered Defaulted
Securities as of the September 30, 2011 Trustee report. While
there have been no losses to the trust to date, Moody's does
expect low to moderate 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 probability of default WARF is a measure of
the default probability within a collateral pool. Moody's modeled
a bottom-dollar WARF of 6,918 compared to 5,616 at last review.
The distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.1% compared to 2.3% at last review), A1-A3
(2.4% compared to 0.0% at last review), Baa1-Baa3 (0.0% compared
to 3.9% at last review), Ba1-Ba3 (7.7% compared to 3.1% at last
review), B1-B3 (12.6% compared to 23.3% at last review), and Caa1-
C (75.2% compared to 67.5% 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 6.0 years compared
to 5.0 years at last review. The modeled WAL includes the
remaining reinvestment period.

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
34%, the same as that 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 99.9% compared to 17.2% at last review.
The high MAC is due to the concentration of high default
probability collateral within a few collateral names

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
34% to 24% or up to 44% would result in average modeled rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
6 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.


ARCAP 2003-1: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from ARCap 2003-1 Resecuritization Trust (ARCap 2003-1).
"In addition, we lowered seven ratings from corresponding
grantor trust certificates from the same series," S&P said.

The downgrades primarily reflect our analysis following
underlying commercial mortgage-backed securities (CMBS)
downgrades. The downgraded CMBS certificates are from five
CMBS transactions and total $67.2 million (20.1% of total
asset balance). "The downgrades also reflect our analysis
of the interest shortfalls affecting the transaction. We also
considered the potential for additional classes to experience
interest shortfalls in the future. Our analysis considered the
underlying collateral, as well as the transaction's structure,"
S&P said.

According to the Oct. 20, 2011 trustee report, ARCap 2003-1
is collateralized by 64 CMBS classes ($334.8 million, 100%)
from 13 distinct transactions issued between 1999 and 2003.
The transaction has assets totaling $334.8 million, with
liabilities totaling $404.9 million. ARCap 2003-1 has exposure
to the following CMBS transactions that Standard & Poor's has
downgraded:

    Bank of America First Union National Bank Commercial Mortgage
    Trust's series 2001-3 (classes L, M, N and O; $36.9 million,
    11.0%);

    Credit Suisse First Boston Mortgage Securities Corp.'s series
    2002-CKN2 (classes J, K and L; $13.9 million, 4.2%);

    Banc of America Commercial Mortgage Inc.'s series 2002-2
    (classes N and O; $10.0 million, 3.0%);

    Credit Suisse First Boston Mortgage Securities Corp.'s series
    2003-C3 (class O; $4.3 million, 1.3%); and

    Prudential Commercial Mortgage Trust's series 2003-PWR1
    (classes M and N; $2.0 million, 0.6%).

According to the Oct. 20, 2011, remittance report, cumulative
interest shortfalls to the transaction totaled $36.3 million,
which affected class E and all of the classes subordinate to it.
The interest shortfalls affecting the ARCap 2003-1 classes were
due to shortfalls that affected 12 of the underlying CMBS
transactions and totaled $759,853 for this reported period.
The interest shortfalls on the underlying CMBS collateral were
primarily due to the master servicer's recovery of prior advances,
appraisal subordinate entitlement reductions (ASERs), servicers'
nonrecoverability determinations for advances, and special
servicing fees.

"We downgraded classes J and K to 'D (sf)' because we determined
that the classes were unlikely to be repaid in full," S&P said.

ARCap 2003-1 is a multitiered structure, which issued 10
individual rated notes and seven rated grantor trust certificates.
The class A through G notes were each repackaged into separate
newly formed individual grantor trusts, each of which issued
certificates. Each note receives cash flow from the underlying
CMBS collateral, which is directly passed through to the
corresponding grantor trust certificates. Accordingly, the ratings
on the grantor trust certificates are dependent on the ratings on
the corresponding notes.

"Standard & Poor's analyzed ARCap 2003-1 and the corresponding
grantor trust certificates according to our current criteria. Our
analysis is consistent with the lowered ratings," S&P said.

Ratings Lowered

ARCap 2003-1 Resecuritization Trust
Collateralized debt obligations
                  Rating
Class    To                   From
A        AA (sf)              AA+ (sf)
B        AA- (sf)             AA (sf)
C        A (sf)               A+ (sf)
D        BBB+ (sf)            A- (sf)
E        BB+ (sf)             BBB (sf)
F        BB (sf)              BBB- (sf)
G        CCC- (sf)            BB- (sf)
H        CCC- (sf)            B (sf)
J        D (sf)               CCC+ (sf)
K        D (sf)               CCC- (sf)

ARCap 2003-1 Resecuritization Trust, Class A
Grantor Trust Certificate
                  Rating
To                   From
AA (sf)              AA+ (sf)

ARCap 2003-1 Resecuritization Trust, Class B
Grantor Trust Certificate
                  Rating
To                   From
AA- (sf)             AA (sf)

ARCap 2003-1 Resecuritization Trust, Class C
Grantor Trust Certificate
                  Rating
To                   From
A (sf)               A+ (sf)

ARCap 2003-1 Resecuritization Trust, Class D
Grantor Trust Certificate
                  Rating
To                   From
BBB+ (sf)            A- (sf)

ARCap 2003-1 Resecuritization Trust, Class E
Grantor Trust Certificate
                  Rating
To                   From
BB+ (sf)             BBB (sf)

ARCap 2003-1 Resecuritization Trust, Class F
Grantor Trust Certificate
                  Rating
To                   From
BB (sf)              BBB- (sf)

ARCap 2003-1 Resecuritization Trust, Class G
Grantor Trust Certificate
                  Rating
To                   From
CCC- (sf)            BB- (sf)


ASSET REPACKAGING: S&P Lowers Rating on Class A7 to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
A-7 from Asset Repackaging Vehicle Ltd.'s series 2009-5, a
residential mortgage-backed securities (RMBS) resecuritized real
estate mortgage investment conduit (re-REMIC) transaction, and
removed it from CreditWatch with negative implications. "In
addition, we affirmed our ratings on 34 other classes from this
transaction and four additional Asset Repackaging Vehicle Ltd.
transactions, and removed all of them from CreditWatch negative,"
S&P said.

The payment waterfalls for each of these transactions were amended
to reflect:

    A sequential payment of interest;

    A defined coupon on the bonds of the lesser of one month LIBOR
    and 8%;

    Using available principal collections to pay interest and
    interest shortfalls before principal payments on each of the
    bonds sequentially from A-1 to A-7; and

    Allowing for excess interest to be available to pay principal.

This allows for the bond balance in the resecuritization to be
lower than the collateral balance of the underlying certificates
creating overcollateralization.

"The most senior payment in the waterfall for these transactions
is to reimburse the issuer for the payment of any corporation
taxes. However, because the issuer is a Cayman Island entity and
is not assessed any corporation taxes due to current Cayman Island
tax law, our stresses assume the current tax status is maintained
and no taxes are assessed," S&P said.

"Prior to these revisions, interest was paid pro rata and pari
passu to each of the re-REMIC classes based on the interest
received from the underlying certificates backing these re-REMIC
transactions. Additionally, in the prior structures, interest was
only available to pay interest and principal was only available to
pay principal," S&P said.

"On Dec. 15, 2010, we placed our ratings on 35 classes from the
five transactions in this review on CreditWatch negative, along
with ratings from a group of other RMBS re-REMIC securities (for
more information, see 'S&P Corrects: 1,196 Ratings On 129 U.S.
RMBS Re-REMIC Transactions Placed On CreditWatch Negative').
Additionally, on April 1, 2011, we provided an update on the
CreditWatch placements and provided clarification regarding our
analysis of interest payment amounts within re-REMIC transactions
(see 'Standard & Poor's Provides An Update On Outstanding RMBS Re-
REMIC CreditWatch Placements And Outlines Their Resolution')," S&P
said.

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

"In applying our loss projections we incorporated, where
applicable, our revised loss assumptions into our review (see
'Revised Lifetime Loss Projections For Prime, Subprime, And Alt-A
U.S. RMBS Issued In 2005-2007,' published on March 25, 2011). Some
of the transactions affected by the revised loss assumptions are
associated with the re-REMICs we reviewed (see tables 1 and 2 for
the overall prior and revised vintage- and product-specific
lifetime loss projections as percentages of the original
structure balance)," S&P said.

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

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
               Fixed/aggregate      Long-reset
Vintage        Updated    Prior     Updated    Prior
2005           13.75      11.25     12.75      9.60
2006           29.50      26.25     25.25     25.00
2007           36.00      31.25     31.75     26.25

              Short-reset/hybrid      Option ARM
Vintage        Updated    Prior     Updated    Prior
2005           13.25      14.75     15.50      13.25
2006           30.00      30.50     34.75      26.75
2007           41.00      40.75     43.50      37.50

"As a result of this review, we lowered our rating on one class
based on our assessment of principal and/or interest shortfalls
from the underlying securities that would impair the re-REMIC
class at the applicable rating stresses. The affirmations reflect
our assessment of the likelihood that the re-REMIC classes will
receive timely interest and the ultimate payment of principal
under the applicable stressed assumptions," S&P said.

Rating Actions

Asset Repackaging Vehicle Ltd.
Series 2009-5
                            Rating
Class             To                   From
A1                AAA (sf)             AAA (sf)/Watch Neg
A2                AA (sf)              AA (sf)/Watch Neg
A3                A (sf)               A (sf)/Watch Neg
A4                BBB (sf)             BBB (sf)/Watch Neg
A5                BB+ (sf)             BB+ (sf)/Watch Neg
A6                BB (sf)              BB (sf)/Watch Neg
A7                B+ (sf)              BB- (sf)/Watch Neg

Asset Repackaging Vehicle Ltd.
Series 2009-10
                            Rating
Class             To                   From
A1                AAA (sf)             AAA (sf)/Watch Neg
A2                AA (sf)              AA (sf)/Watch Neg
A3                A (sf)               A (sf)/Watch Neg
A4                BBB (sf)             BBB (sf)/Watch Neg
A5                BB+ (sf)             BB+ (sf)/Watch Neg
A6                BB (sf)              BB (sf)/Watch Neg
A7                BB- (sf)             BB- (sf)/Watch Neg

Asset Repackaging Vehicle Ltd.
Series 2010-1
                            Rating
Class             To                   From
A1                AAA (sf)             AAA (sf)/Watch Neg
A2                AA (sf)              AA (sf)/Watch Neg
A3                A (sf)               A (sf)/Watch Neg
A4                BBB (sf)             BBB (sf)/Watch Neg
A5                BB+ (sf)             BB+ (sf)/Watch Neg
A6                BB (sf)              BB (sf)/Watch Neg
A7                BB- (sf)             BB- (sf)/Watch Neg

Asset Repackaging Vehicle Ltd.
Series 2010-2
                            Rating
Class             To                   From
A1                AAA (sf)             AAA (sf)/Watch Neg
A2                AA (sf)              AA (sf)/Watch Neg
A3                A (sf)               A (sf)/Watch Neg
A4                BBB (sf)             BBB (sf)/Watch Neg
A5                BB+ (sf)             BB+ (sf)/Watch Neg
A6                BB (sf)              BB (sf)/Watch Neg
A7                BB- (sf)             BB- (sf)/Watch Neg

Asset Repackaging Vehicle Ltd.
Series 2010-3
                            Rating
Class             To                   From
A1                AAA (sf)             AAA (sf)/Watch Neg
A2                AA (sf)              AA (sf)/Watch Neg
A3                A (sf)               A (sf)/Watch Neg
A4                BBB (sf)             BBB (sf)/Watch Neg
A5                BB+ (sf)             BB+ (sf)/Watch Neg
A6                BB (sf)              BB (sf)/Watch Neg
A7                BB- (sf)             BB- (sf)/Watch Neg


ATRIUM VII: S&P Gives 'BB' Rating on Class F Deferrable Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Atrium
VII/Atrium VII LLC's $365.5 million floating-rate notes.

The transaction is a cash flow collateralized loan obligation
(CLO) securitization backed by 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 0.35%-12.5%," 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/1111274.pdf

Ratings Assigned

Atrium VII/Atrium VII LLC

Class                   Rating       Amount (mil. $)
A                       AAA (sf)               253.0
B                       AA (sf)                 41.0
C (deferrable)          A (sf)                  33.0
D (deferrable)          BBB (sf)                20.0
E (deferrable)          BB+ (sf)                 8.5
F (deferrable)          BB (sf)           Up to 10.0
Equity                  NR                      41.6

NR -- Not rated.


C-BASS CBO: Fitch Affirms Junk Rating on Three Note Classes
-----------------------------------------------------------
Fitch Ratings has upgraded one class, affirmed five classes, and
revised Rating Outlooks on two classes of notes issued by C-BASS
CBO VIII, Ltd./Corp. (C-BASS VIII):

  -- $3,169,774 class A-1 upgraded to 'AAAsf' from 'AAsf', Outlook
     revised to Stable from Negative;

  -- $26,000,000 class A-2 affirmed at 'BBBsf', Outlook revised to
     Positive from Negative;

  -- $18,350,000 class B affirmed at 'Bsf', Outlook Negative;

  -- $20,700,000 class C affirmed at 'Csf';

  -- $5,874,337 class D-1 affirmed at 'Csf';

  -- $2,423,164 class D-2 affirmed at 'Csf'.

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

Since Fitch's last rating action in November 2010, the credit
quality of the portfolio collateral has deteriorated further, with
approximately 30% of the portfolio downgraded a weighted average
of 2.4 notches with no upgrades. Currently, 54.7% of the portfolio
has a Fitch derived rating below investment grade with 43.6% of
the portfolio rated in the 'CCC' category or below, compared to
50.8% and 43.9%, respectively, at the last review.

The upgrade of the class A-1 notes is due to amortization of the
notes increasing credit enhancement significantly to more than
offset the deterioration of the underlying portfolio. Since the
last review in November 2010, the class A-1 notes have received
approximately $11.4 million of principal repayment, or 78.3% of
its previous outstanding balance. Approximately 1.3% of the
original class balance remains outstanding, which is likely to be
repaid over the next one to two distribution dates. The revision
of the Outlook to Stable from Negative reflects the consistent
principal amortization of the notes.

Amortization of the class A-1 notes has also benefited the class
A-2 and class B notes in terms of increased credit enhancement
levels. Although the cash flow model results indicate both classes
of notes can pass higher rating stresses than their current
ratings, the class A-2 and class B notes are affirmed because the
portfolio continues to experience negative migration, making both
classes susceptible to adverse selection as the portfolio
continues to pay down.

The revision of the Outlook to Positive from Negative for the
class A-2 notes is due to the cushion in the modeling results
available to mitigate further deterioration in the portfolio. In
addition, once the class A-1 notes are paid in full, class A-2
will become the most senior note in the capital structure and will
begin to receive principal amortization. The Outlook on the class
B notes remains Negative because their timely receipt of accrued
interest and ultimate repayment of principal are more sensitive to
future deterioration in the underlying portfolio.

Breakeven levels for the class C and class D-1 and D-2 (together,
class D) notes were below SF PCM's 'CCC' default level, the lowest
level of defaults projected by SF PCM. The class C notes are
affirmed at 'Csf' because while the class is no longer cut off
from interest -- the class A/B interest coverage test has cured as
of the February 2011 distribution date -- interest collections
have not been consistently able to pay full accrued interest or to
pay down the remaining deferred interest. Interest collections
will likely not be sufficient enough to pay back class C deferred
interest and default continues to appear inevitable.

The class D notes continue to defer interest due to the failing
class C coverage tests. It is unlikely that the tests will cure in
the future, therefore the notes are affirmed at 'Csf'.

C-BASS VIII is a cash structured finance (SF) collateralized debt
obligation (CDO) that closed on Nov. 10, 2003 and is monitored by
NIC Management LLC. As of the Oct. 26, 2011 trustee report, the
portfolio is comprised of residential mortgage-backed securities
(63.4%), consumer and commercial asset-backed securities (24.7),
and SF CDOs (11.9%).




CARMAX AUTO: Moody's Assigns Definitive Ratings to Seven Classes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings of
Prime-1 (sf) and Aaa (sf) to the four classes of Class A notes,
Aa3 (sf) to the Class B notes, A2 (sf) to the Class C notes, and
Baa1 (sf) to the Class D notes to be issued by CarMax Auto Owner
Trust 2011-3 (CarMax 2011-3).

$114,000,000, 0.40716%, Class A-1 Asset Backed Notes, rated Prime-
1 (sf)

$216,000,000, 0.70%, Class A-2 Asset Backed Notes, rated Aaa (sf)

$198,000,000, 1.07%, Class A-3 Asset Backed Notes, rated Aaa (sf)

$85,600,000, 1.51%, Class A-4 Asset Backed Notes, rated Aaa (sf)

$13,650,000, 2.17%, Class B Asset Backed Notes, rated Aa3 (sf)

$11,700,000, 2.76%, Class C Asset Backed Notes, rated A2 (sf)

$11,050,000, 3.90%, Class D Asset Backed Notes, rated Baa1 (sf)

RATINGS RATIONALE

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

Moody's median cumulative net loss expectation is 2.00% and the
Aaa Level is 10.00% for the CarMax 2011-3 pool. Moody's net loss
expectation and Aaa Level for the CarMax 2011-3 transaction is
based on an analysis of the credit quality of the underlying
collateral, historical performance trends, the ability of CarMax
Business Services LLC (CarMax) to perform the servicing functions,
and current expectations for future economic conditions.

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

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities: If the net loss used in
determining the Class A initial rating were changed to 3.50%,
5.75%, or 7.50%, the initial model-indicated output for the Class
A notes might change from Aaa to Aa1, A1, and Baa1, respectively.
If the net loss used in determining the Class B initial rating
were changed to 2.50%, 3.25%, or 4.25%, the initial model-
indicated output for the Class B notes might change from Aa3 to
A1, Baa1, and Ba1, respectively. If the net loss used in
determining the Class C initial rating were changed to 2.25%,
3.00%, or 3.75%, the initial model-indicated output for the Class
C notes might change from A2 to A3, Baa3, and Ba3, respectively.
If the net loss used in determining the Class D initial rating
were changed to 2.25%, 3.00%, or 3.75%, the initial model-
indicated output for the Class D notes might change from Baa1 to
Baa2, Ba2, and B2, respectively.

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


CGCMT 2006-C4: Moody's Affirms Cl. C Notes Rating at 'Ba2'
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 20 classes of
Citigroup Commercial Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2006-C4:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 30, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 30, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Jun 30, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 30, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jun 30, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aa1 (sf); previously on Dec 17, 2010
Downgraded to Aa1 (sf)

Cl. A-J, Affirmed at Baa1 (sf); previously on Dec 17, 2010
Downgraded to Baa1 (sf)

Cl. B, Affirmed at Baa3 (sf); previously on Dec 17, 2010
Downgraded to Baa3 (sf)

Cl. C, Affirmed at Ba2 (sf); previously on Dec 17, 2010 Downgraded
to Ba2 (sf)

Cl. D, Affirmed at B2 (sf); previously on Dec 17, 2010 Downgraded
to B2 (sf)

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

Cl. F, Affirmed at Caa2 (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

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

Cl. X, Affirmed at Aaa (sf); previously on Jun 30, 2006 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The affirmations are due to key parameters, including Moody's
loan to value (LTV) ratio, Moody's stressed debt service coverage
ratio (DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on 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 7.1% of the current balance. At last full review, Moody's
cumulative base expected loss was 8.2%. Moody's stressed scenario
loss is 18.3% of the current balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment
grade classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

The principal methodology used in this rating was "Moody's
Approach to Rating 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
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 45, compared to 49 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 17, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 7% to
$2.094 billion from $2.264 billion at securitization. The
Certificates are collateralized by 159 mortgage loans ranging
in size from less than 1% to 9% of the pool, with the top ten
loans representing 34% of the pool. The pool does not contain
any defeased loans or loans with investment grade credit
estimates. At last full review, the Reckson II Office Portfolio
Loan ($72.0 million -- 3.4% of the pool) had an investment grade
credit estimate. Due to declined performance and increased
leverage the loan is now analyzed as part of the conduit pool.

Thirty-five 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.

Seven loans have been liquidated from the pool since
securitization, resulting in an aggregate $24.0 million loss (67%
loss severity on average). At last review the pool had experienced
an aggregate $1.7 million loss. Currently 14 loans, representing
12% of the pool, are in special servicing. The master servicer has
recognized appraisal reductions totaling $78.9 million for the
specially serviced loans. Moody's has estimated a $89.4 million
loss (34% expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for 16 poorly
performing loans representing 6% of the pool. Moody's has
estimated a $19.0 million loss (15% expected loss based on a 30%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 93% and 30%, respectively, of the performing
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 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit component are 1.33X and 1.03X,
respectively, compared 1.29X and 1.00X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing loans represent 20% of the pool balance.
The largest loan is the ShopKo Portfolio Loan ($186.9 million --
8.9% of the pool). The loan is secured by 112 cross-collateralized
and cross-defaulted ShopKo retail stores, located in 12 states,
with a total of 10,974,960 square feet (SF). This loan represents
a pari-passu interest in a $509.9 million first mortgage loan.
Moody's LTV and stressed DSCR are 80% and 1.24X, respectively,
compared to 85% and 1.16X at last full review.

The second largest loan is Olen Pointe Brea Office Park Loan
($126.7 million -- 6.0% of the pool), which is secured by a 637K
SF office building located in Brea, California. The property was
93% leased as of August 2011 compared to 94% at last review.
Moody's LTV and stressed DSCR are 108% and 0.88X, respectively,
compared to 115% and 0.83X at last full review.

The third largest loan is the Reston Executive Center Loan
($93.0 million -- 4.4% of the pool), which is secured by a 486K SF
office complex located in Reston, Virginia. The property was 71%
leased as of July 2011 compared to 92% at last review. Property
performance has declined due to the increased vacancy. Moody's LTV
and stressed DSCR are 105% and 0.90X, respectively, compared to
95% and 1.00X at last full review.


CITIGROUP 2005-C3: S&P Cuts Rating on Class H Certificates to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
pooled classes of U.S. commercial mortgage-backed securities
(CMBS) from Citigroup Commercial Mortgage Trust 2005-C3. "In
addition, we raised our ratings on three raked certificates.
Finally, we affirmed our ratings on nine other pooled classes from
the same trust," S&P related.

"Our rating actions on the pooled certificates reflect our
analysis of the transaction primarily using our U.S. CMBS
conduit/fusion criteria. Our analysis included a review of the
credit characteristics of all of the 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 resolution of six ($135.4 million, 11.6%) of
the specially serviced assets ($144.4 million; 12.4%) and one loan
($4.7 million, 0.4%) that we determined to be credit-impaired. We
also considered the monthly interest shortfalls that are affecting
the trust and the potential for additional interest shortfalls
associated with loan modifications and/or revised appraisal
reduction amounts (ARAs) on the specially serviced assets. We
lowered our ratings on the class H certificates to 'D (sf)'
because we expect interest shortfalls to continue and believe the
accumulated interest shortfalls will remain outstanding for the
foreseeable future," S&P said.

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

"The raised ratings on the class 'CP' raked (nonpooled)
certificates follow our analysis of the Carolina Place loan, which
is the largest loan in the trust ($99.6 million pooled portion;
$13.8 million nonpooled portion; 9.8%). The raked certificates
derive 100% of their cash flows from the subordinate, nonpooled
portion of this loan. The loan is discussed in more detail.
The analysis of the ratings on the raked certificates was
consistent with the rating approach outlined in the 'Approach
and Surveillance' sections of the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2011-FL1 Presale Report, published
Nov. 8, 2011," 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 99.7%. We further stressed the loans'
cash flows under our 'AAA' scenario to yield a weighted average
DSC of 1.00x and an LTV ratio of 128.4%. The implied defaults
and loss severity under the 'AAA' scenario were 72.3% and
32.2%. The DSC and LTV calculations we noted above exclude five
defeased loans ($30.2 million; 2.6% of the trust balance), six
($135.4 million; 11.6%) of the transaction's specially serviced
assets, and one ($4.7 million, 0.4%) loan that we determined to be
credit-impaired. We separately estimated losses for the excluded
specially serviced and credit-impaired assets, which we included
in our 'AAA' scenario-implied default and loss severity figures,"
S&P said.

As of the October 2011 remittance report, the trust experienced
$135,821 in interest shortfalls, primarily due to appraisal
subordinate entitlement reductions (ASERs) ($96,802) and special
servicing fees ($30,704). The monthly interest shortfalls affected
class H and all of the classes subordinate to it. "Class H has had
accumulated interest shortfalls outstanding for the past seven
consecutive months, and we expect these accumulated interest
shortfalls to remain outstanding for the foreseeable future. As
a result, we lowered our rating on class H to 'D (sf)'," S&P said.

                   Credit Considerations

As of the October 2011, remittance report, eight assets
($159.6 million; 13.7%) in the trust were reported as being
with the special servicer, CWCapital Investments (CWCapital).
"Our dialogue with the special servicer revealed that one
($15.1 million, 1.3%) of these assets was actually not with
the special servicer. The reported payment status of the
specially serviced assets is as follows: two are real estate-
owned (REO) ($21.7 million, 1.9%); two are in foreclosure
($54.7 million, 4.7%); two are 90-plus-days delinquent
($59.0 million, 5.1%); and one is late, but less than 30
days delinquent ($9.1 million, 0.8%). ARAs totaling $45.4 million
are in effect against five of the specially serviced assets.
Details of the three largest specially serviced assets, two of
which are top 10 loans, are" S&P said.

The Novo Nordisk Headquarters loan ($49.1 million; 4.2%) is the
second-largest asset in the transaction and the largest asset with
CWCapital. The total exposure outstanding is $49.3 million. The
asset comprises a 225,651-sq.-ft. office building in Princeton,
N.J. The asset was transferred to CWCapital on Jan. 25, 2010, due
to imminent maturity default. The loan was reported as being in
foreclosure. A $20.3 million ARA is in effect against this asset.
Standard & Poor's expects a significant loss upon the resolution
of this asset.

The 270 Technology Park loan ($48.7 million; 4.2%) is the third-
largest asset in the transaction and the second-largest asset with
CWCapital. The total exposure outstanding is $55.5 million. The
loan is secured by a 449,289-sq.-ft. office building in Frederick,
Md. The asset was transferred to CWCapital on Dec. 22, 2008, due
to imminent monetary default. The loan was reported as 90-plus-
days delinquent. A $20.2 million ARA is in effect against this
asset. Standard & Poor's expects a significant loss upon the
resolution of this asset.

The South Park Lofts REO asset ($14.4 million; 1.2%) is the third-
largest asset with CWCapital. The total exposure outstanding is
$15.9 million. The asset comprises a 49-unit multifamily building
in Los Angeles, Calif. The asset was transferred to CWCapital on
Dec. 24, 2009, due to imminent maturity default. A $2.2 million
ARA is in effect against this asset. Standard & Poor's expects a
moderate loss upon the resolution of this asset.

The four remaining specially serviced assets have individual
balances that represent less than 0.9% of the trust balance. ARAs
totaling $2.7 million are in effect against two of these assets.
"We estimated losses for three of the four assets, arriving at a
weighted-average loss severity of 20.9%. For the remaining loan,
CWCapital indicated that a loan modification has closed and
the loan is expected to be returned to the master servicer," S&P
said.

"In addition to the specially serviced assets, we determined one
loan ($4.7 million, 0.4%) to be credit-impaired. The Foothill
Farms loan is secured by a 64,813-sq.-ft. retail building in
Sacramento, Calif. The loan appears on the master servicer's
watchlist for low DSC (1.07x as of June 2011), low occupancy
(46.0%), and a delinquent payment status (30 days). 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 October 2011 remittance report, the aggregate trust
balance was $1.16 billion, which is 80.1% of the balance at
issuance. The trust includes 108 loans and two REO assets,
down from 124 loans at issuance. Five ($30.2 million, 2.6%)
loans have been defeased. Excluding the defeased loans
($30.3 million, 2.5%) the master servicer, Wells Fargo Bank
N.A., provided recent financial information for 95.2% of the
trust balance, which primarily reflected full-year 2010
information. "We calculated a weighted-average DSC of 1.33x
for the assets in the trust based on the reported figures.
Our adjusted DSC and LTV were 1.28x and 99.7% and exclude the
defeased loans, six ($135.4 million; 11.6%) of the transaction's
specially serviced assets, and one loan that we determined
to be credit-impaired. The trust has experienced a total of
$27.0 million in principal losses to date, on four assets.
Thirty loans ($298.4 million; 25.7%) are on the master servicer's
watchlist. Twenty-six loans ($256.7 million, 22.1%) have reported
DSC below 1.10x. Eighteen of these loans ($176.2 million, 15.2%)
have reported DSC below 1.00x," S&P said.

                     Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance of
$436.7 million (37.6%). Using recent servicer-reported financial
information, we calculated a weighted-average DSC of 1.50x. Our
adjusted DSC and LTV figures for the top 10 loans were 1.29x and
97.9%. Our adjusted figures exclude the second- and third-largest
loans in the trust ($97.8 million; 8.4%), which are specially
serviced, and for which we separately estimated losses. Two
($61.4 million, 5.3%) of the top 10 loans appear on the master
servicer's watchlist," S&P said.

The largest exposure in the trust, the Carolina Place loan,
has a trust balance of $113.4 million. The trust balance consists
of a $99.6 million senior pooled balance and a $13.8 million
subornindate nonpooled balance. The subordinate nonpooled note
provides 100% of the cash flows for the transaction's "CP" raked
certificates. The loan is secured by a 595,869-sq.-ft. retail
property in Pineville, N.C. As of year-end 2011, the loan reported
a DSC of 1.77x and was 99.4% occupied. "Based on our current
valuation using an adjusted net cash flow, our adjusted whole
loan-to-value (LTV) ratios is 53.0%. Our adjusted valuation for
this loan has increased by 2.5% since issuance," S&P said.

The 250 West Pratt loan ($34.4 million, 3.0%), the sixth-largest
loan in the transaction, is secured by a 355,186-sq.-ft. office
building in Baltimore, Md. The loan is on the master servicer'
watchlist due to low reported DSC, which was 1.06x for the 12
months ended Dec. 31, 2010. Reported occupancy was 77.4% for the
same period.

The Home Depot Shopping Center loan ($27.0 million, 2.3%), the
10th-largest loan in the transaction, is secured by a 157,912-sq.-
ft. retail property in Somerville, Mass. The loan is on the master
servicer's watchlist due to low reported occupancy, which was
78.4% as of March 31, 2011. Reported DSC was 1.24x for the same
period.

"Standard & Poor's stressed the pool collateral according to our
U.S. conduit/fusion criteria. The resultant credit enhancement
levels are consistent with our rating actions," S&P said.

Ratings Lowered (Pooled Certificates)

Citigroup Commercial Mortgage Trust 2005-C3
Commercial mortgage pass-through certificates
            Rating
Class    To        From           Credit enhancement (%)
A-J      BBB+ (sf) A+ (sf)                         13.73
B        BBB- (sf) A- (sf)                         11.08
C        BB (sf)   BBB+ (sf)                        9.67
D        B+ (sf)   BBB (sf)                         7.80
E        B- (sf)   BBB-(sf)                         6.24
F        CCC- (sf) BB (sf)                          4.52
G        CCC- (sf) B- (sf)                          3.27
H        D (sf)    CCC- (sf)                        2.18

Ratings Raised (Nonpooled Certificates)

Citigroup Commercial Mortgage Trust 2005-C3
Commercial mortgage pass-through certificates
            Rating
Class    To        From
CP-1     A (sf)    BBB (sf)
CP-2     A- (sf)   BBB- (sf)
CP-3     BBB (sf)  BB+ (sf)

Ratings Affirmed (Pooled Certificates)

Citigroup Commercial Mortgage Trust 2005-C3
Commercial mortgage pass-through certificates

            Rating
Class    Rating                  Credit enhancement (%)
A-2      AAA (sf)                                 35.13
A-3      AAA (sf)                                 35.13
A-SB     AAA (sf)                                 35.13
A-4      AAA (sf)                                 35.13
A-1A     AAA (sf)                                 35.13
A-M      AAA (sf)                                 22.63
A-MFL    AAA (sf)                                 22.63
XC       AAA (sf)                                   N/A
XP       AAA (sf)                                   N/A

N/A -- Not applicable.


CLRT 2006-1: Moody's Affirms Cl. H Notes Rating at 'Ba2'
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed eight classes of Claret Trust Commercial Mortgage Pass-
Through Certificates, Series 2006-1:

Cl. A, Affirmed at Aaa (sf); previously on Jun 26, 2006 Definitive
Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Feb 25, 2010 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Feb 25, 2010 Upgraded
to Aaa (sf)

Cl. D, Upgraded to Aaa (sf); previously on Feb 3, 2011 Upgraded to
Aa1 (sf)

Cl. E, Upgraded to Aa2 (sf); previously on Feb 3, 2011 Upgraded to
A1 (sf)

Cl. F, Upgraded to A1 (sf); previously on Feb 3, 2011 Upgraded to
A3 (sf)

Cl. G, Upgraded to Baa1 (sf); previously on Feb 3, 2011 Upgraded
to Baa2 (sf)

Cl. H, Affirmed at Ba2 (sf); previously on Feb 25, 2010 Upgraded
to Ba2 (sf)

Cl. J, Affirmed at B1 (sf); previously on Jun 26, 2006 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed at B2 (sf); previously on Jun 26, 2006 Definitive
Rating Assigned B2 (sf)

Cl. L, Affirmed at B3 (sf); previously on Jun 26, 2006 Definitive
Rating Assigned B3 (sf)

Cl. X, Affirmed at Aaa (sf); previously on Jun 26, 2006 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The upgrades are due to a significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 31% since Moody's last
review.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on 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 balance. At last review, Moody's cumulative
base expected loss was 2.4%. Moody's stressed scenario loss is
3.9% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

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

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 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 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 10 compared to 16 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 8.2 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 February 3, 2011.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 83% to
$64.1 million from $379.6 million at securitization. The
certificates are collateralized by 16 mortgage loans ranging in
size from less than 2% to 17% of the pool, with the top ten loans
representing 86% of the pool. The pool does not contain any
defeased loans or loans with credit estimates.

Five loans, representing 17% of the pool, are on the master
servicer 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.

The pool has not realized any losses since securitization. There
are no loans currently in special servicing.

Moody's was provided with full year 2010 operating results for 69%
of the pool. Moody's weighted average LTV is 55% compared to 61%
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 9.1%.

Moody's actual and stressed DSCRs are 1.59X and 1.86X,
respectively, compared to 1.44X and 1.74X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and actual
loan debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three performing loans represent 43% of the pool balance.
The largest loan is the Control Number 2 Loan ($11.1 million --
17.4% of the pool), which is secured by a 305,267 square foot (SF)
industrial building located in Calgary, Alberta. The property was
100% leased as of January 2010 compared to 90% at last review.
Property performance has improved since last review. Moody's LTV
and stressed DSCR are 59% and 1.60X, respectively, compared to 74%
and 1.27X at last review.

The second largest loan is the cross-collateralized Control Number
17 and 40 Loans ($8.4 million -- 13.1% of the pool), which are
secured by adjacent retail centers totaling 108,091 SF and located
in Orillia, Ontario. The properties were 95% leased as of January
2010, essentially the same as at last review. Moody's LTV and
stressed DSCR are 53% and 1.79X, respectively, compared to 56% and
1.70X at last review.

The third largest loan is the Control Number 5 Loan ($7.7 million
-- 12.1% of the pool), which is secured by a 68,751 SF office and
retail building located in Calgary, Alberta. The property was 97%
leased as of March 2010, similar to last review. Moody's is
concerned about potential income volatility due to leases
representing 24% of net rentable area expiring within the next
three months, plus additional lease rollover of the top three
tenants in the next 12 months. Moody's LTV and stressed DSCR are
61% and 1.74X, respectively, compared to 64% and 1.65X at last
review.


CNH CAPITAL: Moody's Assigns Definitive Ratings
-----------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes issued by CNH Capital Canada Receivables Trust 2011-1 (CCCRT
2011-1), sponsored by CNH Capital Canada Ltd.(CNH), an affiliate
of CNH Global N.V. (Ba2).

The complete rating actions are:

Issuer: CNH Capital Canada Receivables Trust 2011-1

$207,345,000 1.694% Class A-1 Notes, rated Aaa (sf)

$232,583,000 2.338% Class A-2 Notes, rated Aaa (sf)

$10,818,000 3.444% Class B Notes, rated A1 (sf)

RATINGS RATIONALE

The ratings are based primarily on an analysis of the credit
quality of the collateral, the historical performance of similar
collateral originated by the sponsor, the servicing ability of CNH
Capital Canada Ltd., the back-up servicing arrangement and the
servicing ability of Systems & Services Technologies, Inc., and
the level of credit enhancement available under the capital
structure. The primary collateral for the transaction are loans
originated by CNH and secured primarily by agricultural equipment,
which constitute 94.42% of the pool balance, with the remaining
5.58% being secured by construction equipment. New equipment
comprises 44.55% of the pool and the remaining 55.45% of the pool
is secured by used equipment.

Moody's median cumulative net loss expectation and Aaa volatility
proxy level for the 2011-1 transaction are 0.70% and 6.00%
respectively. Expected loss is based on an analysis of the
historical performance of static pools of CNH's quarterly
originations, stratified along certain key credit metrics and
adjusted to reflect differences between the economic conditions
underlying the historical performance and Moody's expectation of
future economic conditions. The key credit metrics considered
include agricultural and construction equipment mix and, within
each, the new and used equipment mix. The stratified historical
performance helps ensure comparability between the securitized and
referenced collateral pools, allowing for more accurate
inferences. The expected loss is also informed by the observed
performance of CNH's managed portfolio and the performance of past
securitizations sponsored by CNH. While supported by a limited
number of data points so far, the performance of deals from the
more recent vintages is especially strong and supports the
reasonableness of the expected loss for this transaction.

All classes of notes are enhanced by a spread account funded at
closing in the amount equal to 2.60% of the initial note balance
of the receivables which will build to a target of 3.50% of the
initial note balance through the retention of excess spread. The
spread account balance can step down, however, to target of 2.30%,
1.90%, 1.55% and 1.20% at months 18, 24, 30 and 36 after closing,
respectively, if certain collateral performance (delinquency and
loss level) based triggers are not breached. In the case of the
Class A notes, the credit enhancement also includes subordination
in the form of Class B notes at 2.40%. This form of credit
enhancement is non-declining, given the sequential pay structure
utilized in this deal. Additionally, the transaction will benefit
from available excess spread.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by Equipment Leases and
Loans," March 2007.

V-SCORE AND PARAMETER SENSITIVITY

The V Score for this transaction is Low/Medium, which is in line
with the score assigned to the Canadian Agricultural and
Construction Equipment Loan ABS sector. The V Score indicates
"Low/Medium" uncertainty about critical assumptions. Overall, we
view the credit risk for this asset class to be relatively
straight-forward and well understood given the high granularity of
the collateral pools and the revenue-producing nature of the
equipment. The Low/Medium assessment is primarily driven by the
non-homogenous nature of the assets and the varying sensitivity of
the obligors to changes in economic conditions, given that the
obligors can vary from small and medium businesses to large
corporations. Agricultural equipment receivables account for a
majority (94%) of the collateral securitized in this deal, which
is a credit positive given that the construction equipment
receivables have performed significantly worse historically.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 2.50%, 3.50%, or
4.00%, the initial model-indicated output for the Class A notes
might change from Aaa to Aa1, Aa3, and A1, respectively. If the
net loss used in determining the initial rating were changed to
1.00%, 1.50%, or 2.00%, the initial model-indicated output for the
Class B notes might change from A1 to A2, Baa2, and Ba1,
respectively.

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


CNL FUNDING: Fitch Lowers Rating on Class E-1 Note to 'Dsf'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on the CNL Funding
Franchise Loan Transactions:

CNL Funding 1998-1, LP

  -- Class E-1 downgraded to 'Dsf/RR6' from 'CCsf/RR4' and
     withdrawn;
  -- Classes F-1, F-2, G-1, and G-2 affirmed at 'Dsf/RR6' and
     withdrawn.

In addition, the class E-1 notes are removed from Rating Watch
Negative.

CNL Funding 1999-1, LP

  -- Class A-2 downgraded to 'Asf' from 'AAAsf'; Stable Outlook;
  -- Class B downgraded to 'A-sf' from 'AAsf'; Stable Outlook;
  -- Class C downgraded to 'BBB+sf' from 'Asf'; Stable Outlook;
  -- Class D downgraded to 'BBBsf' from 'A-sf'; Stable Outlook;

In addition, each class is removed from Rating Watch Negative.

The rating actions reflect the application of 'Surveillance
Criteria for Franchise Loan ABS' dated May 20, 2011.

The rating actions in CNL 1998-1 are a result of the purchase of
all secured loans, REO properties, and owned equipment by the
servicer. The proceeds have paid down the outstanding balances of
all notes as of the Oct. 2011 distribution date. The classes being
withdrawn had experienced principal writedowns and thus have not
paid in full. As the transaction is no longer outstanding, each
class is withdrawn at 'Dsf/RR6'.

Within CNL 1999-1, the downgrades to the class A-2 and B notes are
attributable to the application of rating caps as detailed in the
Franchise Surveillance Criteria. While CE is robust, the
transaction has exposure to a collateral pool with limited
borrower diversification. The downgrades to the class C and D
notes reflect each class' ability to pass stress scenarios
consistent with the revised ratings. Furthermore, the assignment
of Stable Outlooks to all classes reflects the performance to date
and growing CE levels.

Fitch will continue to monitor the 1999-1 transaction and may take
additional rating actions in the event of changes in performance
and credit enhancement measures.


CRE CDO: Fitch Lowers Rating on 16 Bonds to 'D'
-----------------------------------------------
Fitch Ratings has downgraded 16 bonds in six commercial real
estate collateralized debt obligations (CRE CDOs) transactions to
'D', as the bonds have incurred a principal write-down.  The bonds
were all previously rated 'C' which indicates that Fitch expected
a default.

The 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.


CREDIT SUISSE: S&P Lowers Rating on Class J Certificates to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CKN5, a U.S. commercial mortgage-backed securities (CMBS)
transaction, and removed three of the ratings from CreditWatch
with negative implications. "In addition, we affirmed our 'AAA
(sf)' ratings on four other classes from the same transaction and
removed two of them from CreditWatch with negative implications.
We subsequently withdrew our 'AAA (sf)' rating on the class B
certificate from the same transaction," S&P said.

"Our rating actions reflect our analysis of the credit
characteristics of the remaining assets in the transaction
primarily using our U.S. CMBS conduit/fusion criteria, as well as
a review of the transaction structure and the liquidity available
to the trust. Our analysis also considered the transaction's near-
term maturities. By balance, 97.8% of the loans matured between
June and September of 2011, of which 76.0% of the matured balloon
loans are with the special servicer. Our analysis also reflects
our application of the 'U.S. Government Support In Structured
Finance And Public Finance Ratings,' published on Sept. 19, 2011,
on RatingsDirect on the Global Credit Portal at
www.globalcreditportal.com," S&P said.

"We lowered our ratings on five certificate classes due to the
trust's susceptibility to future interest shortfalls and
anticipated credit support erosion upon the eventual resolution of
the 10 specially serviced assets ($114.7 million, 76.0%) and two
loans ($3.0 million, 2.0%) that we determined to be credit-
impaired. We also considered the monthly interest shortfalls
affecting the trust. We lowered our rating on class J to 'D (sf)'
because we believe the accumulated interest shortfalls will remain
outstanding for the foreseeable future," S&P stated.

"We withdrew our 'AAA (sf)' rating on the class B certificate
following the full repayment of the outstanding beginning
principal balance as reflected in the Sept. 16, 2011, trustee
remittance report," 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-X and A-Y interest-only (IO)
certificates based on our current criteria," S&P said.

"We placed our ratings on the class B, C, D, E, and F certificates
on CreditWatch with negative implications on July 15, 2011, after
we placed our U.S. sovereign long-term rating on CreditWatch
negative. According to the Oct. 17, 2011, trustee remittance
report, the trust did not have any defeased collateral exposure
remaining," S&P related.

"Using servicer-provided financial information, we calculated
an adjusted debt service coverage (DSC) of 0.93x and a loan-
to-value (LTV) ratio of 104.1%. We further stressed the loans'
cash flows under our 'AAA' scenario to yield a weighted average
DSC of 0.81x and a LTV ratio of 133.7%. The implied defaults
and loss severity under the 'AAA' scenario were 97.5% and 55.1%.
The DSC and LTV calculations noted above exclude the transaction's
10 ($114.7 million, 76.0%) specially serviced assets and two loans
($3.0 million, 2.0%) that we determined to be credit-impaired. We
separately estimated losses for these assets and included them in
our 'AAA' scenario implied default and loss severity figures," S&P
said.

"As of the Oct. 17, 2011 trustee remittance report, the
trust experienced monthly interest shortfalls totaling
$240,847, primarily related to appraisal subordinate
entitlement reduction (ASER) amounts totaling $204,283
and special servicing and workout fees of $26,243. The
current monthly interest shortfalls were offset by a one
time ASER recovery of $5,812 related to the Macomb Mall
loan. The interest shortfalls have affected all classes
subordinate to and including class J. Class J has had
accumulated interest shortfalls outstanding for two
consecutive months, and we expect these interest shortfalls
to continue in the near term. Consequently, we lowered our
rating on class J to 'D (sf)'," S&P said.

                     Credit Considerations

As of the Oct. 17, 2011 trustee remittance report, 10
($114.7 million, 76.0%) assets in the pool were with the special
servicer, CWCapital Asset Management LLC (CWCapital). The payment
status of the specially serviced assets, as reflected in the
October 2011 trustee remittance report, is: Two ($48.2 million,
32.0%) are real estate owned (REO) and eight ($66.5 million,
44.0%) are matured balloon loans. Appraisal reduction amounts
(ARAs) totaling $60.3 million are in effect for four of the
specially serviced assets. Details of the four largest specially
serviced assets, all of which are top 10 assets, are:

The Macomb Mall loan ($41.8 million 27.7%), the largest asset
in the pool, is secured by 509,070 sq. ft. of an 896,300-sq.-
ft. regional mall in Roseville, Mich. The loan was transferred
to the special servicer on Sept. 1, 2009, due to imminent
monetary default. The loan matured on July 11, 2011. According
to CWCapital, various alternative resolutions are being analyzed
including foreclosure, note sale and modification.  CWCapital
reported a current occupancy of 83.0% and the reported DSC as of
year-end 2010 was 0.68x. An ARA of $27.4 million is in effect
against the loan. "We expect a significant loss upon the eventual
resolution of this loan," S&P said.

"The One Sugar Creek Place asset ($40.7 million, 27.0%), the
second-largest asset in the pool, is a 509,428-sq.-ft. office
building in Sugar Land, Texas. The asset was transferred to
CWCapital on April 5, 2010, due to imminent monetary default,
and became REO on Jan. 4, 2011. According to the August 2011
rent roll, the occupancy at the property was 18.0%. An ARA of
$30.8 million is in effect against the asset. CWCapital stated
that it is currently marketing the vacant space. We expect a
significant loss upon the eventual resolution of this asset,"
S&P said.

The Walnut Glen Apartments loan ($8.6 million, 5.7%), the
third-largest asset with the special servicer and fourth-largest
asset in the pool, is secured by a 724-unit apartment complex in
Columbus, Ohio. The loan was transferred to CWCapital on May 5,
2011, due to imminent maturity default. "The loan matured on
July 11, 2011. CWCapital indicated that it expects the loan to
be paid off after its 90-day forbearance period. According to the
August 2011 rent roll, the occupancy was 92.6% and reported DSC
was 1.35x as of year-end 2010. We expect a minimal loss upon the
eventual resolution of this loan," S&P said.

The Richardson Portfolio asset ($7.5 million, 5.0%), the fourth-
largest asset with the special servicer and fifth-largest asset
in the pool, consists of two class B flex office properties
totaling 147,279 sq. ft. in Dallas, Texas. The asset was
transferred to CWCapital on Dec. 23, 2010, due to imminent
monetary default and became REO on July 5, 2011. CWCapital
indicated that it is currently working on leasing up the vacant
space at the properties. According to the August 2011 rent roll,
the combined occupancy at the properties was 84.0% and DSC was
0.91x as of year-end 2010. An ARA of $1.6 million is in effect
against this asset. "We expect a moderate loss upon the eventual
resolution of this asset," S&P related.

The remaining six specially serviced assets have balances that
individually represent less than 4.2% of the total pool balance.
An ARA of $485,558 is in effect against one of the loans. The
remaining six specially serviced loans matured in June or July of
2011. "We estimated losses for all of them, arriving at a weighted
average loss severity of 21.5%," S&P said.

"In addition to the specially serviced assets, we determined two
loans ($3.0 million, 2.0%) to be credit-impaired due to current
reported delinquency status and maturity default. The 4760
Kentucky Avenue loan ($2.2 million, 1.5%), the ninth-largest asset
in the pool, has a reported less than 30 days delinquent payment
status. The loan is secured by a 134,600-sq.-ft. industrial
property in Indianapolis, Ind. Although the reported DSC for this
loan was 1.59x as of year-end 2010, the reported occupancy as of
June 2011 declined to 21.4% due primarily to the largest tenant
(representing 78.6% of the net rentable area) vacating the
property at the end of its June 15, 2011, lease expiration. The
other loan, the Brookside Business Center loan ($0.8 million,
0.5%) is secured by a 28,800-sq.-ft. industrial property in
Columbus, Ohio. The master servicer indicated that the loan was
transferred to the special servicer subsequent to the October 2011
trustee remittance report due to maturity default. The loan
matured on July 11, 2011. Consequently, we view both loans to be
at an increased risk of default and loss," S&P said.

                        Transaction Summary

As of the Oct. 17, 2011 trustee remittance report, the pool
balance was $150.9 million, which is 14.1% of the pool balance at
issuance. The pool includes 25 loans and two REO assets down from
195 loans at issuance. The master servicer, KeyBank Real Estate
Capital (KeyBank), provided financial information for 100.0% of
the assets in the pool, 72.9% of which was full-year 2010 data and
the remainder was year-end 2009 data.

"We calculated a weighted average DSC of 1.11x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 0.93x and 104.1%. Our adjusted DSC and LTV
figures exclude the transaction's 10 ($114.7 million, 76.0%)
specially serviced assets and two loans ($3.0 million, 2.0%) that
we determined to be credit-impaired. To date, the transaction has
experienced $22.0 million in principal losses from 16 assets.
Four loans ($33.4 million, 22.2%) in the pool are on the master
servicer's watchlist. Twelve loans ($89.3 million, 59.2%) have a
reported DSC of less than 1.10x, nine of which ($89.0 million,
58.9%) 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
$145.2 million (96.2%). Using servicer-reported numbers, we
calculated a weighted average DSC of 0.91x for two of the top 10
assets. Seven of the top 10 assets ($111.9 million, 74.1%) are
with the special servicer and we determined the remaining top 10
asset ($2.2 million, 1.5%) to be credit-impaired. The Bayshore
Mall loan ($29.5 million, 19.5%), the third-largest asset in the
pool, is on the master servicer's watchlist due primarily to a low
reported DSC, which was 0.89x as of year-end 2010. The loan is
secured by 429,546 sq. ft. of a 616,500-sq.-ft. regional mall in
Eureka, Calif. Based on the June 2011 rent roll, the property was
73.7% occupied. According to KeyBank, the maturity of the loan was
extended from Sept. 1, 2011, to Aug. 31, 2016," S&P said.

"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 And Removed From CreditWatch Negative

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5
                Rating
Class      To           From            Credit enhancement (%)
D          BBB- (sf)    AA (sf)/ Watch Neg               77.81
E          B+ (sf)      A+ (sf)/ Watch Neg               70.70
F          CCC (sf)     A- (sf)/ Watch Neg               61.81

Ratings Lowered

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5
                Rating
Class     To          From            Credit enhancement (%)
G         CCC- (sf)   BB (sf)                          49.38
H         CCC- (sf)   CCC+ (sf)                        41.38
J         D (sf)      CCC- (sf)                        31.61

Rating Affirmed, Removed From CreditWatch Negative Then Withdrawn

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5
                         Rating
Class         To         Interim       From
B             NR         AAA (sf)      AAA (sf)/Watch Neg

Rating Affirmed And Removed From CreditWatch Negative

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5

             Rating
Class    To          From               Credit enhancement (%)
C        AAA (sf)    AAA (sf)/Watch Neg                  93.80


Ratings Affirmed

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CKN5

Class    Rating                      Credit enhancement (%)
A-X      AAA (sf)                                       N/A
A-Y      AAA (sf)                                       N/A

N/A -- Not applicable.


CRHMFA HOMEBUYERS: Moody's Affirms Rating On Sr. Lien Bonds at Ca
-----------------------------------------------------------------
Moody's Investors Service has affirmed the rating of CRHMFA
Homebuyers Fund Senior Single Family Mortgage Revenue Bonds Series
2006 FH-1 Senior Bonds (original principal amount $14,380,000) at
Ca, and affirmed the rating of the Subordinate Bonds (original
principal amount $920,000) at C. The outlook on the Senior Bonds
rating remains negative.

RATING RATIONALE

This affirmation is based on the continued high level of
delinquencies and defaults in this very small pool of whole
mortgage loans reflecting the distress in the California home
mortgage market.

The Bonds are limited obligation of the Issuer, CRHMFA Homebuyers
Fund, payable solely from revenues from the underlying pool of
mortgage loans, which are insured under private mortgage insurance
policies and a pool insurance policy issued by Radian Guaranty
Inc. (rated Ba3 Positive), and further secured by Trustee-held
reserve funds. As of the publication of this report, the
outstanding principal balance on the bonds is $10,750,000
($10,100,000 on the Senior Bonds, and $650,000 on the Subordinate
Bonds).

Outlook

The negative outlook on the Senior Bonds is based on the
continuing trend of delinquencies, defaults and foreclosure
liquidations in the loan portfolio.

What could change the rating -- UP

* Significant improvement in performance of the loan portfolio,
reducing potential losses to the program after recoveries,
resulting in improvement in asset-to- debt ratios

What could change the rating -- DOWN

* Further deterioration in performance of the loan portfolio,
increasing losses and decreasing asset-to-debt ratios

* An instance indicating limitations on the program's resources to
pay debt service, including the tapping of Trustee-held mortgage
and/or liquidity reserve funds

* Decline in the credit quality of Radian Guaranty, Inc. and/or
delays of or shortfalls in payments of insurance claims

The principal methodology used in this rating was Moody's Rating
Approach For Single Family, Whole-Loan Housing Programs May 1999.


CRIIMI MAE: S&P Lowers Rating on Class F Mortgage Bonds to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from Criimi Mae Commercial Mortgage Trust's series 1998-C1
(Criimi Mae 1998-C1). "At the same time, we affirmed our ratings
on three classes and withdrew our rating on one class from the
same transaction," S&P said.

"The downgrades and affirmations reflect our analysis following
commercial mortgage backed securities (CMBS) downgrades. Standard
& Poor's has downgraded certificates from four underlying CMBS
transactions, which total $167.2 million (27.0% of total asset
balance). The rating withdrawal on the class C notes reflects the
full repayment of the remaining principal balance according
to the November 2011 remittance report," S&P said.

According to the Nov. 2, 2011, trustee report, Criimi Mae 1998-C1
was collateralized by 35 CMBS classes ($590.7 million, 95%) from
16 distinct transactions issued from 1995 through 1998 and one
class ($28.3 million, 5%) from Criimi Mae Commercial Mortgage
Trust's series 1996-C1, a resecuritized real estate mortgage
investment conduit (re-REMIC) transaction. Criimi Mae 1998-C1 has
assets and liabilities totaling $618.9 million and has exposure to
the CMBS transactions that Standard & Poor's has downgraded:

    Nomura Asset Securities Corp.'s series 1998-D6 (classes B-2
    and B-4; $102.4 million, 16.5%);

    First Union-Lehman Bros. Commercial Mortgage Trust's series
    1997-C2(class J; $44.1 million, 7.1%);

    Asset Securitization Corp.'s series 1995-MDIV(class B-1;
    $20.2 million, 3.3%); and

    Merrill Lynch Mortgage Investors Inc.'s series 1996-C2 (class
    F; $0.7 million, 0.1%).

Standard & Poor's analyzed Criimi Mae 1998-C1 and its underlying
collateral according to its current criteria. "Our analysis is
consistent with our lowered and affirmed ratings," S&P said.

Ratings Lowered

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1
                     Rating
Class          To               From
E              B (sf)           BB- (sf)
F              CCC- (sf)        B- (sf)

Ratings Affirmed

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1
Class          Rating
D-1            BBB- (sf)
D-2            BBB- (sf)
G              CCC- (sf)

Rating Withdrawn

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1
                     Rating
Class          To               From
C              NR               AAA (sf)

NR -- Not rated.


CSFB MORTGAGE: Moody's Lowers Rating of Cl. V-A-1 to Ba1 (sf)
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches from the CSFB Mortgage Backed Pass Through Certificates,
2001-26 transaction.

RATINGS RATIONALE

The collateral backing this deal primarily consists of first-lien,
fixed rate Alt-A residential mortgages.

This rating action is a result of missed interest payments and
cumulative interest shortfalls on these bonds. The trust owes a
total of $1.3 million to Select Portfolio Servicing (SPS) for a
litigation settlement. The Trustee is paying the settlement amount
from the monthly collections received. To date, the Trust has paid
$885,928. As a result, Cl. V-A-1, Cl. V-A-2, Cl. D-B-1, Cl. D-B-2,
and Cl. D-B-3 have experienced interest shortfalls.

In today's rating action, Cl. V-A-1, Cl. V-A-2, Cl. D-B-1were
downgraded. The current credit enhancement and delinquency
pipeline seem to suggest stronger performance, however, the
predominant factor guiding ratings on these tranches is the
persistence of shortfalls. Moody's will continue to monitor the
cashflow for these tranches and assess when the shortfall is cured
and interest payments resume.

The principal methodology used in this rating was "Moody's
Approach to Rating US Residential Mortgage-Backed Securities"
published in December 2008.

Other factors used in this rating are described in "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009.

The expected losses on this group (Pools II, III and V) is 0.9% of
original balance. If the expected losses were to increase by 10%,
there would be no change in the ratings listed below.

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: CSFB Mortgage-Backed Pass-Through Certificates, Series
2001-26

Cl. V-A-1, Downgraded to Ba1 (sf); previously on Jan 4, 2002
Assigned Aaa (sf)

Cl. V-A-2, Downgraded to Ba1 (sf); previously on Jan 4, 2002
Assigned Aaa (sf)

Cl. III-X, Downgraded to Ba1 (sf); previously on Jan 4, 2002
Assigned Aaa (sf)

Cl. D-B-1, Downgraded to Ba2 (sf); previously on Mar 18, 2011
Downgraded to A1 (sf)


CSMC 2006-C5: Moody's Lowers Rating of Cl. A-J Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes,
confirmed three classes and downgraded five classes of Credit
Suisse Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C5:

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

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

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

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

Cl. A-M, Downgraded to A1 (sf); previously on Oct 27, 2011 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Ba1 (sf); previously on Oct 27, 2011 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba2 (sf); previously on Oct 27, 2011 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to B1 (sf); previously on Oct 27, 2011 Ba1 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Caa1 (sf); previously on Oct 27, 2011 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. E, Confirmed at Caa2 (sf); previously on Oct 27, 2011 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Caa3 (sf); previously on Oct 27, 2011 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. G, Confirmed at Ca (sf); previously on Oct 27, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

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

Cl. J, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

Cl. O, Affirmed at C (sf); previously on Dec 16, 2009 Downgraded
to C (sf)

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

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

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from higher realized and anticipated losses from
specially serviced and troubled loans. 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.

Classes A-M through G were placed on review for possible downgrade
on October 27, 2011. This rating action concludes that review.

Moody's rating action reflects a cumulative base expected loss of
9.4% of the current lower pool balance compared to 7.6% at last
review. Moody's stressed scenario loss is 21.8% of the current
balance compared to 22.0% at last review. 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 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 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 48 compared to 50 at Moody's prior review.

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

This 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.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 11% to $3.1 billion
from $3.5 billion at securitization and 5% since Moody's prior
review in January 2011. The Certificates are collateralized by 277
mortgage loans ranging in size from less than 1% to 6% of the
pool, with the top ten loans representing 38% of the pool.

Ninety-two loans, representing 27% of the pool, are on the master
servicer's watchlist compared to 54 or 19% of the pool at last
review. 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.

Twenty-four loans have been liquidated from the pool, resulting in
an aggregate realized loss of $51.5 million (24% loss severity
overall). At last review the pool had experienced an aggregate
loss of $40.5 million. Thirty-one loans, representing 17% of the
pool, are currently in special servicing compared to 26 loans
representing 13% of the pool at last review.

The largest specially-serviced loan is the Babcock & Brown FX4
Loan ($191.3 million -- 6.1% of the pool), which is secured by 18
multifamily properties located in Texas, South Carolina and
Georgia. The collateral consists of older vintage Class B
properties and totals 4,892 units. The largest geographic
concentrations are in Houston and Dallas, Texas and Columbia,
South Carolina. The loan was transferred to special servicing in
February 2009 due to the borrower's request for a loan
modification and the loan remains current. The loan matures in
January 2016. The second largest loan in special servicing is the
West Covino Portfolio Loan ($76.9 million -- 2.5% of the pool)
which is secured by a 229,324 square foot (SF) anchored retail
center and 215,189 SF suburban office building. Financial
performance has declined since securitization and the loan was
transferred to special servicing June 2009. Moody's has estimated
an aggregate $161 million loss (30% expected loss on average) for
all of the specially serviced loans.

Based on the most recent remittance statement, Classes F through
Q have experienced cumulative interest shortfalls totaling
$15.6 million Moody's anticipates that the pool will continue
to experience interest shortfalls because of the high exposure
to specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

Moody's has assumed a high default probability for 55 poorly
performing loans representing 13% of the pool and has estimated a
$61.8 million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Excluding specially serviced and defeased loans, Moody's was
provided with partial year 2011 operating results for 81% of the
pool and full year 2010 operating results for 98% of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 105% compared to 110% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 12.0%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.31X and 0.97X, respectively, compared to
1.25X and 0.95X 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 16% of the pool
balance. The largest conduit loan is the Queens Multifamily
Portfolio Loan ($192 million -- 6.1% of the pool), which is
secured by 31 multifamily properties with 2,124 units located in
the Borough of Queens, New York. The borrower purchased the
property in 2006 for $277.5 million and planned to increase value
through a comprehensive capital improvement program and conversion
of rent regulated units to market rate units. Progress in
achieving those goals and objectives has been slower than
anticipated due to multifamily market conditions in New York City,
changes to rules impacting regulated multifamily units and higher
than anticipated operating expenses. The loan has been on the
servicer's watchlist for several years due to low DSCR. The
portfolio's financial performance has begun to show signs of
improvement due to sustained high occupancy at 95% as of June
2011. The loan is interest-only throughout the term and matures in
December 2013. Moody's LTV and stressed DSCR are 120% and 0.72X,
respectively, compared to 136% and 0.64X at last review.

The second largest loan is the 720 Fifth Avenue Loan ($165.0
million -- 5.3% of the pool), which is secured by a 121,108 SF
mixed-use property located in the Fifth Avenue retail submarket of
Manhattan. The property was 93% leased as of December 2010
compared to 92% at last review. The largest tenant is Abercrombie
& Fitch (57% of NRA with various lease expiration dates from 2013
through 2022). The loan is interest-only throughout the term and
matures November 2016. Moody's LTV and stressed DSCR are 117% and
0.76X, respectively, compared to 112% and 0.79X at last review.

The third largest conduit loan is the HGSI Headquarters Loan
($146.9 million -- 4.7% of the pool), which is secured by a
635,000 SF office property located in Rockville, Maryland. The
property is 100% leased to Human Genome Sciences, Inc. through May
2026 and serves as its corporate headquarters. Property
performance is consistent with Moody's original projections. The
loan has a 60-month interest-only period and has started
amortizing on a 360-month schedule maturing in September 2016.
Moody's LTV and stressed DSCR are 108% and 0.93X, respectively,
compared to 109% and 0.93X at last review.


CUMBERLAND II: S&P Removes 'BB+' Class C Notes Rating From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services  raised its rating on the class
B notes from Cumberland II CLO Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by Deerfield Capital
Management LLC. "At the same time, we affirmed our ratings on the
class A and C notes, and we removed our ratings on the class B and
C notes from CreditWatch, where we placed them with positive
implications on Sep. 2, 2011," S&P said .

"The upgrade reflects improved performance we have observed in the
deal's underlying asset portfolio since we lowered our ratings on
all of the classes on Dec. 8, 2009, following the application of
our September 2009 corporate collateralized debt obligation (CDO)
criteria. As of the Oct. 5, 2011 trustee report, the transaction's
asset portfolio had $4.08 million in defaulted obligations and
approximately $20.15 million in assets from obligors rated in the
'CCC' range. This was a decrease from $19.42 million in defaulted
obligations and approximately $51.95 million in assets from
obligors rated in the 'CCC' range noted in the Nov. 2, 2009,
trustee report, which we used for our December 2009 rating
actions," S&P related.

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

    The class A O/C ratio was 125.53%, compared with a reported
    ratio of 121.53% in November 2009;

    The class B O/C ratio was 113.10%, compared with a reported
    ratio of 109.53% in November 2009; and

    The class C O/C ratio was 107.72%, compared with a reported
    ratio of 104.38% in November 2009.

"We affirmed our ratings on the class A and C notes to reflect our
belief that the credit support available is commensurate with the
current ratings," S&P said.

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

Rating And CreditWatch Actions

Cumberland II CLO Ltd.
                        Rating
Class              To           From
B                  A- (sf)      BBB+ (sf)/Watch Pos
C                  BB+ (sf)     BB+ (sf)/Watch Pos

Rating Affirmed

Cumberland II CLO Ltd.
Class              Rating
A                  AA+ (sf)


CWALT: Moody's Determines No Negative Rating Impact
---------------------------------------------------
Moody's Investors Service stated that the addition of a credit
support annex to an interest rate cap agreement between the
trustee for CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA14, the issuer, and Bank of America, N.A. will not in and
of itself and at this time result in the downgrade or withdrawal
of its current ratings of the securities issued by the issuer.

On September 21, 2011, Moody's downgraded the ratings of Bank of
America, N.A. to A2 from Aa3 for long-term senior debt. This
resulted in a "Ratings Event" under the cap agreement. In order to
remediate this "Ratings Event" Bank of America plans to add a
credit support annex to the cap agreement and then post collateral
in favor of the issuer in accordance with the annex without taking
any other remedial action.

In determining the impact of the credit support annex on the
current Moody's ratings of the securities issued by the issuer,
Moody's assessed, among other factors, the highest current rating
on the securities, Caa3, and the degree to which the annex
complies with Moody's criteria for posting collateral under
hedges.

Moody's opinion addresses only the current impact on Moody's
ratings of the securities issued by the issuer , and we do not
express an opinion as to whether the addition of a credit support
annex has or could have any other effects that investors may or
may not view positively.

Moody's rating analysis took into account factors identified in
the rating implementation guideline, "Framework for De-Linking
Hedge Counterparty Risks from Global Structured Finance Cashflow
Transactions" published in October 2010.


DA VINCI: S&P Affirms 'BB-' Rating on Class B Notes
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB (sf)' and
'BB- (sf)' ratings on Da Vinci Synthetic PLC's (Da Vinci's) class
A and B notes. Da Vinci is a synthetic securitization originated
by Banca Intesa SpA (now Intesa Sanpaolo) to transfer risk
associated with a portfolio backed by aircraft loans made to
airlines.

"The affirmations reflect our view that the remaining credit
enhancement for the class A and B notes is sufficient at the
current rating levels," S&P said.

The transaction has not experienced a credit event since the last
one triggered by the default of Alitalia, an airline borrower in
Da Vinci's portfolio, in August 2008. Unlike a typical aircraft
operating lease securitization, this transaction benefits from the
differential in the pace of loan amortization and aircraft value
depreciation; the former is generally faster. With the passage of
time, the faster loan amortization tends to increase the
collateral coverage to each loan in the portfolio, providing
greater buffer against potential loss as a result of airline
defaults, even in the event of significant stresses applied to the
value decline of the aircraft. According to the transaction
documents, the transaction passed the final replenishment date
(Dec. 20, 2009) and, therefore, started amortizing more quickly.

The reference portfolio in this securitization has a mix of credit
exposures to large and midsize global carriers. The pool is
diversified by the number of aircraft and the aircraft type, and
it currently consists of 16 airline borrowers/lessees, mostly of
large "flag carriers" (the principal international airline of the
borrowers'/lessees' country).

"The cash flow methodology we applied to this transaction is
similar to that of an operating lease transaction in that we ran a
number of default scenarios and applied various value decline
stresses to the projected aircraft values in the reference
portfolio to assess the tranches' ability to withstand stresses
at their current rating levels. In contrast to an operating lease
securitization, in which we assume that aircraft from a defaulting
airline are re-leased, in this case we assume that the aircraft
are repossessed and sold. We affirmed our ratings on the class A
and B notes because they were able to withstand our stresses at
the current rating levels," S&P said.

Standard & Poor's will continue to review any outstanding ratings
from these transactions and take additional rating actions as
appropriate.

Ratings Affirmed
Da Vinci Synthetic PLC

Class          Rating    Amount (mil. GBP)
A              BBB (sf)             25.9
B              BB- (sf)             20.8

Other Outstanding Rating
Da Vinci Synthetic PLC

Class          Rating    Amount (mil. GBP)
C              D (sf)                7.7


DRYDEN VI: S&P Withdraws 'CCC-' Ratings on 2 Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 10
classes of notes from five U.S. collateralized debt obligation
(CDO) transactions.

The rating withdrawals follow the complete paydown of the notes on
their most recent payment dates.

DFR Middle Market CLO Ltd. is a collateralized loan obligation
(CLO). The transaction paid the class A-1A notes down in full on
the Oct. 20, 2011, payment date, from an outstanding balance of
$15.29 million.

Dryden VI-Leveraged Loan CDO 2004 is a CLO. The transaction paid
the class A-1, A-2, B-1, B-2, C-1, and C-2 notes down in full
following a notice of optional redemption. The Oct. 14, 2011
notice indicated that at least a majority of the income notes
had directed a full redemption of the notes. The transaction
paid the class A-1, A-2, B-1, B-2, C-1, and C-2  notes down in
full on the Nov. 1, 2011, payment date, from outstanding balances
of $24.52 million, $19.00 million, $4.00 million, $24.00 million,
$23.00 million, and $5.00 million.

Field Point III Ltd. is a CLO. The transaction paid the class A-1
notes down in full on the Nov. 1, 2011, payment date, from an
outstanding balance of $6.67 million.

GSC Partners CDO Fund IV Ltd. is a CLO. The transaction paid the
class A-1 notes down in full on the Oct. 20, 2011, payment date,
from an outstanding balance of $1.75 million.

South Coast Funding IV Ltd. is a cash flow CDO backed by mezzanine
structured finance securities. The transaction paid the class A-1
notes down in full on the Oct. 5, 2011, payment date, from an
outstanding balance of $3.58 million.

Ratings Withdrawn

DFR Middle Market CLO Ltd.
                            Rating
Class               To                  From
A-1A                NR                  AAA (sf)

Dryden VI-Leveraged Loan CDO 2004
                            Rating
Class               To                  From
A-1                 NR                  AA+ (sf)
A-2                 NR                  AA- (sf)
B-1                 NR                  BBB+ (sf)
B-2                 NR                  BBB+ (sf)
C-1                 NR                  CCC- (sf)
C-2                 NR                  CCC- (sf)

Field Point III Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AA+ (sf)

GSC Partners CDO Fund IV Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

South Coast Funding IV Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AA (sf)

NR -- Not rated


EMAC OWNER: Writedowns Cue Fitch Cut Rating on Note to 'Dsf/RR2'
----------------------------------------------------------------
Fitch Ratings takes these actions on EMAC Owner Trust 1998-1 (EMAC
1998-1):

  -- Class A-3 downgraded to 'Dsf/RR2' from 'CCsf/RR3' and
     withdrawn;
  -- Classes B, C, D, E, and PI affirmed at 'D/RR6' and withdrawn.

In addition, the class A-3 notes are removed from Rating Watch
Negative.

The downgrade to the class A-3 notes reflects the principal
writedowns which have affected the class. Recovery prospects have
improved marginally, leading to the recovery rating (RR) revision.
All subordinate classes have been completely written down,
consistent with their current ratings.

The subsequent ratings withdrawal of the notes is due to Fitch's
view that the ratings are no longer relevant to the agency's
coverage, considering that each class has defaulted.


FFCA SECURED: Fitch Withdraws Default Rating on Seven Note Classes
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on the outstanding
FFCA Secured Franchise Loan Trusts:

Series 1999-1

  -- Class C-1 affirmed at 'BBBsf'; Outlook Stable;
  -- Class D-1 affirmed at 'BBB-sf'; Outlook Stable;
  -- Class D-2 affirmed at 'BBB-sf'; Outlook Stable.

Series 1999-2

  -- Class B-1 affirmed at 'CCsf/RR1' and withdrawn;
  -- Class B-2 affirmed at 'Dsf/RR5' and withdrawn;
  -- Class C-1 affirmed at 'Dsf/RR4' and withdrawn;
  -- Class C-2 affirmed at 'Dsf/RR6' and withdrawn;
  -- Class D-1 affirmed at 'Dsf/RR6' and withdrawn;
  -- Class D-2 affirmed at 'Dsf/RR6' and withdrawn;
  -- Class E-1 affirmed at 'Dsf/RR6' and withdrawn;
  -- Class E-2 affirmed at 'Dsf/RR6' and withdrawn.

Series 2000-1

  -- Class B affirmed at 'Bsf'; Outlook Stable;
  -- Class C affirmed at 'CCCsf/RR1';
  -- Class D affirmed at 'Csf'; Recovery Rating revised to 'RR2'
     from 'RR4';
  -- Class E affirmed at 'Csf/RR5'.

Additionally, these classes were removed from Rating Watch
Negative:

  -- Series 1999-1: Classes C-1, D-1, and D-2;
  -- Series 1999-2: Class B-1;
  -- Series 2000-1: Classes B, C, D, and E.

The affirmations reflect each class of notes' ability to pass
stress case scenarios consistent with the current rating levels.
Additionally, the revision of the Recovery Rating for the class D
notes of series 2000-1 is due to a change in the recovery
prospects for this distressed note. For additional detail, please
refer to Fitch's 'Criteria for Structured Finance Recovery
Ratings' dated July 12, 2011.

The affirmations and subsequent withdrawal of the ratings in
series 1999-2 is due to a significant single obligor concentration
and diminishing credit support due to principal write-downs on
subordinate classes. As a result, the notes are unable to sustain
the default of one borrower without the notes in turn defaulting
under Fitch's analysis. As such, in accordance with Fitch's
criteria, notes with performance predominately dependant on a
single obligor, Fitch cannot maintain ratings.

The Stable Outlook assigned to the ratings in series 1999-1 and
class B in series 2000-1 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 available credit
enhancement.

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.


FMAC LOAN: Fitch Revises Rating on Two Note Classes to 'Dsf'
------------------------------------------------------------
Fitch Ratings has taken these actions on two FMAC Loan Receivables
Trusts:

Series 1997-A

  -- Class C affirmed at 'BBsf'; Negative Outlook;
  -- Class D revised to 'Dsf/RR3' from 'Dsf/RR2';
  -- Classes E and F affirmed at 'Dsf/RR6'.

In addition, the class C notes are removed from Rating Watch
Negative.

Series 1998-C

  -- Class A-3 upgraded to 'BBBsf' from 'BBsf'; Stable Outlook;
  -- Class B affirmed at 'CCCsf/RR1';
  -- Class C revised to 'Dsf/RR5' from 'Dsf/RR3';
  -- Classes D, E, and F affirmed at 'Dsf/RR6'.

In addition, the class A-3 and B notes are removed from Rating
Watch Negative.

All rating actions reflect the application of 'Surveillance
Criteria for Franchise Loan ABS' dated May 20, 2011.

The affirmation of the class C notes in 1997-A reflects the class'
ability to pass stress case scenarios consistent with the current
rating. However, the default of just a few of the largest obligors
could significantly threaten the credit support available to the
class C notes. As a result, the class has been assigned a Negative
Outlook. Recovery prospects for the class D notes have declined
since the prior review, leading to the recovery rating (RR)
revision. The class E and F notes have been written down and are
not expected to receive any further payments, consistent with a
'Dsf/RR6'.

The upgrade and assignment of a Stable Outlook to the class A-3
notes in 1998-C reflects available credit support and the
expectation that the class will pay in full in the near term. The
affirmation of the class B notes at 'CCCsf/RR1' reflects Fitch's
opinion that default is a possibility given the large
concentration of defaulted obligors and the financial condition of
those who are currently performing. Recovery prospects for the
class C notes have declined since the prior review, leading to the
RR revision. The class D, E, and F notes have been written down
and are not expected to receive any further payments, consistent
with a 'Dsf/RR6'.

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




G-FORCE CDO: Defaults on Class D Notes Due to Missed Payment
------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed 12 classes issued by
G-Force CDO 2006-1 Ltd./Corp (G-Force 2006-1).  The downgrade is
due to missed timely interest payment on class D.  While the
underlying collateral has experienced some negative credit
migration and losses since last review, the affirmations are due
to adequate credit enhancement relative to modeled losses.

Since the last review in November 2010, approximately 33.5% of the
collateral has been downgraded.  Currently, 54.6% of the portfolio
has a Fitch derived rating below investment grade and 17.6% has a
rating in the 'CCC' category and below, compared to 54% and 22.4%,
respectively, at the last review.  Additionally, the underlying
collateral has experienced $204 million in losses.  Similarly, the
senior notes have received $29.2 million in paydowns.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  Based on this analysis, the
credit characteristics of classes A-1 through JRFL are generally
consistent with the ratings assigned below.

For the classes B, C, and F through J notes, Fitch analyzed each
class' sensitivity to the default of the distressed assets ('CCC'
and below).  Given the high probability of default of the
underlying assets and the expected limited recovery prospects upon
default, the class B, C, and F through J notes have been affirmed
at 'Csf', indicating default is inevitable.  The class F through J
notes are currently receiving interest paid in kind (PIK) whereby
the principal amount of the notes is written up by the amount of
interest due.

On the Dec. 31, 2010 payment date, the class D notes did not
receive their full and timely interest payment and still have an
interest shortfall balance outstanding.  The class E notes remain
in default; therefore, the class D notes have been downgraded and
the class E notes affirmed at 'Dsf'.

The Stable Outlook on the class A-1 notes reflects the significant
cushion in the modeling results and the expectation that the notes
will continue to delever.  The Negative Outlook on the class A-2
and SSFL notes reflects minimal cushion in the cash flow model
results and the potential for further deterioration to the
underlying collateral.

G-Force 2006-1 is a commercial real estate collateralized debt
obligation (CRE CDO) that closed on Sept. 13, 2006.  The
transaction is collateralized by 97.1% commercial mortgage backed
securities (CMBS) and 2.9% commercial real estate loans (CREL)
which have been defeased.

Fitch has taken these actions as indicated below:

  -- $11,432,551 class A-1 affirmed at 'AAAsf'; Outlook Stable;
  -- $74,600,000 class A-2 affirmed at 'AAsf'; Outlook Negative;
  -- $135,273,000 class A-3 affirmed at 'CCCsf';
  -- $171,407,696 class SSFL affirmed at 'BBBsf'; Outlook
     Negative;
  -- $67,000,000 class JRFL affirmed at 'CCCsf';
  -- $42,921,000 class B affirmed at 'Csf';
  -- $18,709,000 class C affirmed at 'Csf';
  -- $31,916,000 class D downgraded to 'Dsf' from 'Csf';
  -- $28,614,000 class E affirmed at 'Dsf';
  -- $12,507,042 class F affirmed at 'Csf';
  -- $22,821,946 class G affirmed at 'Csf';
  -- $17,214,420 class H affirmed at 'Csf';
  -- $23,764,495 class J affirmed at 'Csf'.


G-STAR 2002-2: Fitch Affirms Rating on Seven Note Classes
---------------------------------------------------------
Fitch Ratings has affirmed seven classes issued by G-Star 2002-2
Ltd./Corp (G-Star 2002-2).  The rating actions are a result of
significant deleveraging of the capital structure.

Since the last review in December 2010, approximately 10.4% of the
collateral has been downgraded while 13.3% has been upgraded.
Currently, 49% of the portfolio has a Fitch derived rating below
investment grade and 13.5% has a rating in the 'CCC' category and
below.  Similarly, the percentage of the portfolio experiencing
interest shortfalls has increased to 21.8% from 0%.  Additionally,
the class A-1 notes have received $73.3 million in paydowns since
the last review.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio.  The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'.  Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near term
maturities.

The breakeven rates in Fitch's cash flow model for the class A-
1MM, B, and C notes are generally consistent with the ratings
assigned below.  The cash flow model passing rates for the class
A-2 and A-3 notes are higher than the class' current rating;
however, this is offset by the concentration risk on the
underlying portfolio with only 22 assets from 20 obligors
remaining.

The class C notes are currently receiving interest paid in kind
(PIK) whereby the principal amount of the notes is written up by
the amount of interest due.  The class D preference shares, rated
to the ultimate payment of the initial class D shares rated
balance, have been marked 'PIF'.  The notes are a principal only
class.

The Positive Outlook on the class A-2 and A-3 notes is primarily
driven by the significant cushion in the modeling results as well
as the continued pay downs to the structure both of which serve to
mitigate potential further deterioration in the portfolio.
Similarly, the Stable Outlook on the class A-1MM and B notes
reflects the cushion in the passing rating while taking into
account the concentration risk and risk of further interest
shortfalls.

G-Star 2002-2 is a cash flow commercial real estate collateralized
debt obligation (CRE CDO) which closed on Nov. 20, 2002.  The
collateral is composed of 66.7% commercial mortgage backed
securities (CMBS), 22% real estate investment trusts (REITs), 9.2%
SF CDOs, and 2.1% residential mortgage backed securities (RMBS).

Fitch affirms these ratings and revises Outlooks as indicated:

  -- $2,437,018 class A-1MM A notes affirmed at 'AAAsf'; Outlook
     Stable;

  -- $2,030,848 class A-1MM B notes affirmed at 'AAAsf'; Outlook
     Stable;

  -- $38,696,965 class A-2 notes affirmed at 'AAsf'; Outlook to
     Positive from Negative;

  -- $8,970,276 class A-3 notes affirmed at 'Asf'; Outlook to
     Positive from Negative;

  -- $14,000,000 class B-FL notes affirmed at 'Bsf'; Outlook to
     Stable from Negative;

  -- $15,000,000 class B-FX notes affirmed at 'Bsf'; Outlook to
     Stable from Negative;

  -- $10,900,066 class C notes affirmed at 'CCCsf'.

The class D notes have been marked 'PIF'.


GE COMMERCIAL: DBRS Confirms Class J Rating at 'BB'
---------------------------------------------------
DBRS has upgraded these three classes of the GE Commercial
Mortgage Corporation, Series 2004-C2 Commercial Mortgage Pass-
Through Certificates:

Class B from AA (high) (sf) to AAA (sf)
Class C from AA (sf) to AA (high) (sf)
Class D from A (high) (sf) to AA (sf)

The trends for the above classes are Stable.

In addition 11 classes were confirmed with Stable trends:

Class A-3 at AAA (sf)
Class A-4 at AAA (sf)
Class A-1A at AAA (sf)
Class E at A (sf)
Class F at A (low) (sf)
Class G at BBB (high) (sf)
Class H at BBB (low) (sf)
Class J at BB (sf)
Class K at B (sf)
Class L at B (low) (sf)
Class X-1 at AAA (sf)

These class were also confirmed:

Class M at CCC (sf)
Class N at CCC (sf)
Class O at CCC (sf)

These rating actions reflect the overall performance of the pool,
which has shown a collateral reduction of 28.50% since issuance,
with 11 loans, representing 8.23% of the pool, defeased as of the
October 2011 remittance report.  The pool has shown a weighted-
average NCF growth of 13.76% since issuance, and had a weighted-
average DSCR of 1.64x as of the most recent year-end figures for
each of the loans.  The performance of the largest 16 loans in the
pool is quite strong, with a weighted-average NCF growth of 29.49%
since issuance for the 15 loans reporting YE2010 figures and a
weighted-average DSCR (WADSCR) of 1.87x.

There are 23 loans on the servicer's watchlist, representing
20.04% of the outstanding pool balance.  Of these loans, eight
individually represent more than 1.0% of the pool balance, three
of which are in the top fifteen loans in the transaction.  The
weighted-average NCF decline since issuance for the loans on the
watchlist is 23.23%, with a weighted-average DSCR of 0.98x, as of
the most recent year-end information available for these loans.

There is one loan in special servicing, representing 0.55% of the
current pool balance, Prospectus ID#64, Tanglewood Plaza.  This
loan is secured by a 49,000 sf retail property located in Naples,
Florida, approximately 30 miles south of Cape Coral.  The
immediate vicinity includes similar retail development and several
hotel properties.  The loan was transferred to the special
servicer in December 2010 when the borrower requested relief due
to declining cash flow at the property.  At YE2009, the occupancy
was at 86% and the DSCR was at 0.89x; the special servicer reports
that the March 2011 occupancy was 96% with the YE2010 DSCR up
slightly to 0.91x.

The loan is due for the April 2011 payment and all scheduled
payments due thereafter.  The current loan per square foot is
$113. A February 2011 appraisal valued the property at $5 million,
just below the current outstanding balance of $5.44 million.
Previous negotiations with the borrower for forbearance have
fallen through and the special servicer reports that a foreclosure
has been filed.  DBRS anticipates a loss to the trust as a result
of the liquidation of this loan that could be in excess of
$1.9 million as the asset is located in a relatively remote
location and has experienced difficulty in recent years
maintaining rental rates consistent with those in place at
issuance.

The largest loan on the servicer's watchlist is Prospectus ID#7,
Stonebriar Plaza, representing 2.79% of the current pool balance.
This loan is secured by a retail center located 25 miles north of
Dallas in Frisco, Texas, just off of Highway 121 near the
Stonebriar Center, a 1.6 million sf regional mall anchored by
Dillard's, Macy's, Nordstrom, and a 24-screen AMC movie theater.
The largest tenant at the subject property is Toys "R" Us, with
27% of the NRA on a lease through 2014.  The loan is on the
servicer's watchlist for a low DSCR and occupancy declines since
issuance. At YE2010, the A-note DSCR was at 0.57x and the
occupancy was at 66.7%.

The occupancy has suffered since losing two large tenants to
bankruptcy: Shoe Pavilion in 2008, which occupied 17% of the NRA,
and Ultimate Electronics in 2010, which occupied 18% of the NRA.
The property occupancy improved with the signing of Sun & Ski
Sports in June 2010 for 10% of the NRA on a ten-year lease.  The
property was 79.4% occupied as of the April 2011 rent roll.  The
servicer reported in October 2011 thatCasual Male was recently
signed, and will bring the property occupancy to 87.1% when the
store opens in early 2012.  Reis reports the average vacancy rate
for community shopping centers built between 2000 and 2009 in this
submarket to be 9.0% as of Q3 2011; the overall vacancy rate for
the submarket for the period is 10.9% but is projected to increase
to 11.2% by YE2012 due to a 5.4% increase in market inventory in
2012.  The current trust loan leverage of $165 psf is considered
high given the current market conditions.  DBRS will continue to
monitor the loan closely for developments.

Another loan on the servicer's watchlist is Prospectus ID#19, Knox
Park Village Retail, representing 1.68% of the current pool
balance.  The loan is on the watchlist for a low DSCR, which was
at 0.71x at YE2009 and 0.77x at YE2010.  Theproperty has suffered
occupancy issues dating back to 2008, when it fell to 79% and
again to 63% at YE2009.  The April 2011 rent roll shows an
occupancy rate of 78.6%; however, although a new tenant took
occupancy in Q2 2011 for approximately 5.7% of the NRA, the
property's largest tenant with approximately 10% of the NRA
vacated upon lease expiration at May 2011, and the property
occupancy was reportedly 73.8% at the time of the June 2011
servicer's site inspection.

The loan is secured by a mixed-use low-rise property with
approximately 50,000 sf of office space and 30,000 sf of retail.
The retail component is well-occupied, with 100% of the units
leased as of the April 2011 rent roll; tenants include Pei Wei
Asian Diner, Sport Clips and Jersey Mike's Subs.  The subject,
constructed in 2003, is well-located in north Dallas, on the west
side of the North Central Expressway, near Highland Park.
According to Reis, the Oaklawn submarket had average asking rents
for office space of $20 psf with an office vacancy rate of 20.7%
at Q3 2011, down from 21.4% at Q2 2011.  The submarket's retail
rents average approximately $35 psf for retail space constructed
between 2000 and 2009.  Asking rents for the subject's vacant
office space are between $15 and $18 psf, according to the
servicer, with the property's retail rents averaging approximately
$38 psf as of the April 2011 rent roll.  The current loan per
square foot is $207 and is considered moderate for this property
given its submarket and historical performance.

DBRS continues to monitor this transaction on a monthly basis in
the Monthly CMBS Surveillance Report, which can provide more
detailed information on the individual loans in the pool,
including the loans on the servicer's watchlist and in special
servicing.


GLOBAL FRANCHISE: Fitch Withdraws Rating on Five Note Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on classes in Global
Franchise Trust 1998-1:

  -- Class A-2 downgraded to 'Dsf/RR1' from 'BB+sf' and withdrawn;
  -- Class A-3 downgraded to 'Csf/RR2' from 'CCCsf/R2' and
     withdrawn;
  -- Class B revised to 'Csf/RR2sf' from 'Csf/RR4' and withdrawn;
  -- Class C revised to 'Csf/RR5' from 'Csf/RR6' and withdrawn;
  -- Classes D and E affirmed at 'Dsf/RR6' and withdrawn.

Additionally, classes A-2, A-3, B, and C were removed from Rating
Watch Negative.

The 'Dsf' designation on the class A-2 note is due to an event of
default as defined by the transaction documents. The note has
exceeded its legal final maturity as of Oct. 10, 2011.

The downgrade on the class A-3 notes reflects Fitch's view that
default is inevitable as payments are not expected to be made in
full by the note's legal final maturity due to limited monthly
amortization and continuing interest shortfalls.

The affirmations on the class B and C notes reflect Fitch's view
that default is imminent as interest shortfalls continue to grow
and full payment of the bonds is unlikely. The class D and E notes
have experienced principal write-downs, consistent with 'Dsf'
designation. Additionally, recovery prospects for certain
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 subsequent ratings withdrawal of the notes is due to Fitch's
view that the ratings are no longer relevant to the agency's
coverage, considering that each class has either already defaulted
or Fitch's expectation is that default is imminent.


GMAC COMMERCIAL: Fitch Affirms Junk Rating on Eight Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded four classes of GMAC Commercial
Mortgage Securities, Inc. Series 2006-C1, commercial mortgage
pass-through certificates, due to further deterioration of
performance, most of which is associated with expected losses on
the specially serviced loans.

The downgrades reflect further certainty on expected losses on
loans in special servicing. Fitch modeled losses of 9.75% of the
remaining pool. Fitch has designated 24 loans (36.6%) as Fitch
Loans of Concern, which includes nine specially serviced loans
(20.4%). Fitch expects classes H thru M may be fully depleted from
losses associated with the specially serviced assets and class G
will also be affected.

As of the October 2011 distribution date, the pool's aggregate
principal balance has been paid down by approximately 21.2% to
$1.37 billion from $1.73 billion at issuance. There is currently
$2.7 million in interest shortfalls affecting classes G through Q.

The largest specially serviced loan and contributor to loss
(5.2%) is secured by a 30-story, 956,201 square foot (sf) office
building located in Jacksonville, FL. The loan transferred to
special servicing in September 2011 due to imminent monetary
default when the largest tenant at the property downsized its
space by 100,000sf. The property was 41% occupied as of September
2011 with an average in-place rent of $8.46 per square foot (psf).
Per CoStar as of the 3rd quarter (3Q) 2011, the Jacksonville
office market had a vacancy rate of 14.1% with average rental
rates of $17 psf. The special servicer and borrower are in
discussions to determine an appropriate resolution strategy.

The second largest specially serviced loan and contributor to loss
(3.8% of pool balance) is secured by a three-building office
complex comprising 486,963 square feet, located in Springdale, OH.
The loan transferred to special servicing in May 2010 due to
imminent monetary default. The decline in performance is due to
the loss of the largest tenant which occupied 63% of the space
vacating upon lease expirations in December 2009 and March 2010.
The property is currently 37% occupied. The special servicer
continues to pursue leasing opportunities.

The third largest specially serviced loan (4.6%) and contributor
to loss was originally secured by a portfolio of 35 single-
tenanted retail properties located in California, Nevada, Arizona,
and Texas, of which 24 remain. The collateral was previously 100%
leased by Mervyn's under 20-year leases; however, the tenant
subsequently filed for Chapter 11 bankruptcy relief, and rejected
and vacated each of the stores. To date, six of the stores have
been fully leased, four partially leased, 14 are vacant, 11 have
been sold, and two store sales are pending. The portfolio is
currently 34% leased. All reserves have been depleted and proceeds
from the sale of properties and previous funds held in reserve
have been used to reduce the outstanding principal balance.

The loan is split into three pari passu notes, including the
fixed-rate A-2 note in this transaction, the fixed-rate A-1 note
($71 million) securitized in the GE 2005-C4 transaction and the
floating-rate A-3 note ($11.4 million) securitized in the COMM
2005-FL11 transaction. Fitch also rates the COMM 2005-FL11
transaction.

Fitch downgrades and maintains these Recovery Ratings:

  -- $21.2 million class E to 'CCsf/RR2' from 'CCCsf/RR2';
  -- $17 million class F to 'Csf/RR6' from 'CCsf/RR6';
  -- $19.1 million class G to 'Csf/RR6' from 'CCsf/RR6';
  -- $19.1 million class H to 'Csf/RR6' from 'CCsf/RR6'.

Fitch also affirms these classes:

  -- $11.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $98 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $576.1 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $188.4 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $169.7 million class A-M at 'AAAsf'; Outlook Stable;
  -- $114.6 million class A-J at 'BBB-sf; Outlook Negative;
  -- $36.1 million class B at 'Bsf'; Outlook Negative;
  -- $19.1 million class C at 'CCCsf/RR1';
  -- $12.7 million class D at 'CCCsf/RR1';
  -- $23.3 million class J at 'Csf/RR6';
  -- $6.4 million class K at 'Csf/RR6';
  -- $5.3 million class L at 'Dsf/RR6';
  -- $5.1 million class FNB-1 at 'Bsf; Outlook Negative;
  -- $5.6 million class FNB-2 at 'Bsf'; Outlook Negative;
  -- $2.1 million class FNB-3 at 'CCCsf/RR1';
  -- $4.5 million class FNB-4 at 'CCCsf/RR1';
  -- $2.4 million class FNB-5 at 'CCCsf/RR1';
  -- $13.3 million class FNB-6 at CCCsf/RR1.

Classes M, N, O, P, remain at 'Dsf/RR6' due to principal losses
incurred and have been reduced to zero. Class Q is not rated by
Fitch. Classes A-1 and A-1D have paid in full.

Fitch had previously withdrawn the ratings on the interest-only
classes XP and XC.


GRAMERCY RE: Moody's Affirms Cl. D Notes Rating at 'Ba1'
--------------------------------------------------------
Moody's has upgraded the ratings of two and affirmed the
ratings of nine classes of Notes issued by Gramercy Real
Estate CDO 2005-1, Ltd. The upgrades are primarily due to
additional $101.7 million in amortization to the Class A-1
Notes with improvement in the Moody's weighted average rating
factor (WARF) since last review. The affirmations are due to
other 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 actions:

Cl. A-1, Affirmed at Aaa (sf); previously on Apr 7, 2009 Confirmed
at Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Apr 7, 2009 Confirmed
at Aaa (sf)

Cl. B, Upgraded to Aa2 (sf); previously on Nov 17, 2010 Downgraded
to A1 (sf)

Cl. C, Upgraded to Baa1 (sf); previously on Nov 17, 2010
Downgraded to Baa3 (sf)

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

Cl. E, Affirmed at Ba2 (sf); previously on Nov 17, 2010 Downgraded
to Ba2 (sf)

Cl. F, Affirmed at B1 (sf); previously on Nov 17, 2010 Downgraded
to B1 (sf)

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

Cl. H, Affirmed at Caa2 (sf); previously on Nov 17, 2010
Downgraded to Caa2 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Nov 17, 2010
Downgraded to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

Gramercy Real Estate CDO 2005-1, Ltd. is a static (the
Reinvestment Period ended in July 2010) cash CRE CDO. As of the
October 31, 2011 Trustee report, the transaction is backed by a
portfolio of whole loans (52.6% of the pool balance), commercial
mortgage backed securities (CMBS) (28.5%), mezzanine loans (9.6%),
B-Notes (9.0%), and Rake bond (0.3%). The aggregate Note balance
of the transaction, including Preferred Shares, has decreased to
$857.7 million from $1 billion at issuance, due to approximately
$144.6 million in pay-downs to the Class A-1 Notes, which
represents additional $101.7 million pay-down since last review.
The pay-down was triggered as the combination of principal
repayment of assets, resolutions and sales of assets, and the
failure of the Class F/G/H Overcollateralization Test.

There are seven assets with a par balance of $151.9 million (16.8%
of the current pool balance) that are considered Defaulted
Securities as of the October 31, 2011 Trustee report, compared to
eight assets (17.1% of the pool balance) at last review. Moody's
is expecting moderate to high 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: WARF, weighted
average recovery rate (WARR), weighted average life (WAL), 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 5,007 compared to 5,319 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (11.2% compared to 10.7% at last review), A1-A3
(6.7% compared to 4.5% at last review), Baa1-Baa3 (2.1% compared
to 4.7% at last review), Ba1-Ba3 (14.3% compared to 12.4% at last
review), B1-B3 (10.1% compared to 9.1% at last review), and Caa1-C
(55.6% compared to 58.6% 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 3.0 years compared
to 3.4 at last review. The modeled WAL reflects the current WAL
with assumptions about extensions.

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
39.7% compared to 42.8% 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 7.3% compared to 7.4% 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 39.7% to 29.7% or up to 49.7% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
7 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.


GRAMERCY REAL: Moody's Affirms Cl. B Notes Rating at Caa1 (sf)
--------------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
Gramercy Real Estate CDO 2006-1, Ltd. 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 actions:

Cl. A-1, Affirmed at Aaa (sf); previously on Apr 7, 2009 Confirmed
at Aaa (sf)

Cl. A-2, Affirmed at Baa3 (sf); previously on Nov 17, 2010
Downgraded to Baa3 (sf)

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

Cl. C, Affirmed at Caa2 (sf); previously on Apr 7, 2009 Downgraded
to Caa2 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. F, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

Gramercy Real Estate CDO 2006-1, Ltd. is a static (the
Reinvestment Period ended in July 2011) cash CRE CDO. As of the
October 31, 2011 Trustee report, the transaction is backed by a
portfolio of whole loans (60.4% of the pool balance), commercial
mortgage backed securities (CMBS) (15.2%), mezzanine loans
(13.6%), B-Notes (6.3%), CRE CDO debt (2.0%), and other (2.5%).
The aggregate Note balance of the transaction, including Preferred
Shares, has decreased to $939.1 million from $1 billion at
issuance, due to approximately $51.4 million in pay-downs to the
Class A-1 Notes, and partial junior cancellations to Class C,
Class D, Class E, and Class F, and Class G Notes. During the
current review, holding all key parameters static, the junior note
cancellations results in slightly higher expected losses and
longer weighted average lives on the senior Notes, while having
the opposite effect on mezzanine and junior Notes. However, this
does not cause, in and of itself, a downgrade or upgrade of any
outstanding classes of Notes. There are no losses to the
transaction and the transaction is passing all of its par value
and interest coverage ratio tests.

There are nine assets with a par balance of $146.0 million (14.5%
of the current pool balance) that are considered Defaulted
Securities as of the October 31, 2011 Trustee report, compared to
six assets (10.1% of the pool balance) at last review. Moody's is
expecting moderate to high 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 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 5,972 compared to 6,233 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.3%, the same as that at last review), A1-A3
(1.0% compared to 1.9% at last review), Baa1-Baa3 (6.9% compared
to 3.1% at last review), Ba1-Ba3 (5.1% compared to 4.2% at last
review), B1-B3 (16.1% compared to 17.0% at last review), and Caa1-
C (68.6% compared to 71.5% 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 5.0 at last review. The modeled WAL reflects the current WAL
with assumptions about extensions.

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
35.1% compared to 38.1% 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 13.1% compared to 15.6% 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
35.1% to 25.1% or up to 45.1% would result in average rating
movement on the rated tranches of 0 to 4 notches downward and 0 to
4 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.


GREENWICH CAPITAL: S&P Cuts Rating on Class M Certificates to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s 2002-C1, a U.S.
commercial mortgage-backed securities (CMBS) transaction. "In
addition, we affirmed our rating on nine classes from the same
transaction and removed seven of these classes from CreditWatch
with negative implications," S&P said.

"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 the
remaining assets in the pool, the transaction structure, and the
liquidity available to the trust. Our analysis also considered the
transaction's near-term maturities. By balance, 96.7% of the
loans mature by the end of 2012, after excluding the 20 defeased
loans, five specially serviced assets, and one asset we determined
to be credit-impaired. Our analysis also reflects our application
of the 'U.S. Government Support In Structured Finance And Public
Finance Ratings,' published on Sept. 19, 2011," S&P related.

"We placed our ratings on the class B, C, D, E, F, G and H
certificates on CreditWatch with negative implications on July 15,
2011, after we placed our U.S. sovereign long-term rating on
CreditWatch negative. As of the Oct. 14, 2011, trustee remittance
report, 30.7% of the trust balance consists of defeased
collateral," S&P said.

"The downgrades reflect credit support erosion that we anticipate
will occur upon the eventual resolution of four ($29.5 million,
3.55%) of the transaction's five ($35.3 million, 4.2%) assets that
are with the special servicer and one loan ($13.3 million, 1.6%)
that we determined to be credit-impaired. We also considered the
monthly interest shortfalls that are affecting the trust. We
lowered our rating on class M to 'D (sf)' because we expect the
interest shortfalls to continue and believe the accumulated
interest shortfalls 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)' rating on the class XC interest-only (IO) certificate based
on our current criteria," S&P said.

"Using servicer-provided financial information, we calculated
an adjusted debt service coverage (DSC) of 1.47x and a loan-to-
value (LTV) ratio of 73.1% for the pool. We further stressed
the loans' cash flows under our 'AAA' scenario to yield a
weighted average DSC of 1.22x and a LTV ratio of 92.1%. The
implied defaults and loss severity under the 'AAA' scenario
were 20.7% and 31.8%, respectively. The DSC and LTV calculations
exclude four ($29.5 million, 3.55%) of the transaction's five
($35.3 million, 4.2%) specially serviced assets, one loan
($13.3 million, 1.6%) that we determined to be credit-impaired,
and 20 loans ($255.1 million, 30.7%) that have defeased. We
separately estimated losses for four of the five specially
serviced assets and one credit-impaired loan and included them
in our 'AAA' scenario implied default and loss severity figures,"
S&P said.

As of the Oct. 14, 2011 trustee remittance report, the trust
experienced monthly interest shortfalls totaling $100,469,
primarily related to appraisal subordinate entitlement reduction
(ASER) amounts totaling $110,031 special servicing fees of $7,538.
The $110,031 ASER amount was offset by a one-time ASER recovery
of $18,500. "The interest shortfalls have affected all classes
subordinate to and including class M. Class M has had accumulated
interest shortfalls outstanding for two consecutive months, and we
expect these interest shortfalls to continue in the near term.
Consequently, we lowered our ratings on classes M to 'D (sf)',"
S&P related.

                       Credit Considerations

As of the Oct. 14, 2011 trustee remittance report, five
($35.3 million, 4.2%) assets in the pool were with the special
servicer, LNR Partners LLC (LNR). The reported payment status
of the specially serviced assets as of the October 2011 trustee
remittance report is: one($20.6 million, 2.5%) is in foreclosure,
two ($8.3 million, 1.0%) are 90-plus-days delinquent, one
($630,597 million, 0.1%) is less then 30 days delinquent, and
one ($5.7 million, 0.7%) is in its grace period. Appraisal
reduction amounts (ARAs) totaling $12.8 million are in effect
for two of the specially serviced assets. Details of the two
largest specially serviced assets, one of which is a top 10
asset, are:

The Edens Corporate Center loan ($20.6 million 2.5%), the eighth-
largest asset in the pool, consists of two office buildings
totaling 183,608 sq. ft. in Northbrook, Ill., outside of Chicago.
The loan was transferred to the special servicer on April 22,
2010, due to imminent monetary default. The special servicer
indicated that foreclosure was filed in November 2010. According
to LNR, occupancy as of July 2011 was 75.7%, and the loan will be
marketed via auction this month. An ARA of $8.8 million is in
effect against the asset. "We expect a significant loss upon the
eventual resolution of this asset," S&P said.

The Hope Hotel & Conference Center loan ($6.7 million, 0.8%), the
second-largest asset with LNR, is secured by a 266-room
independent hotel in Dayton, Ohio. The loan, which has a reported
90-plus-days delinquent payment status, was transferred to LNR on
Nov. 14, 2008, due to imminent monetary default. No reported
financial data is available for this asset. An ARA of $4.0 million
is in effect against the loan. "We expect a significant loss upon
the eventual resolution of this loan," S&P related.

The remaining three specially serviced assets have balances that
individually represent less than 0.7% of the total pool balance.
"We estimated losses for two of these assets, arriving at a
weighted average loss severity of 30.8%. The special servicer has
conveyed to us that the remaining loan is expected to be returned
to the respective master servicer in the near term," S&P said.

"In addition to the specially serviced assets, we determined
one loan ($13.3 million, 1.6%) to be credit-impaired due to
current delinquency and potential default. The Summit Pointe
loan ($13.3 million, 1.6%) is secured by a portfolio an office
building totaling 121,694 sq. ft. in Novi, Mich. The reported
payment status of this loan is currently 30-plus-days delinquent.
The reported DSC for this loan was 1.21x as of year-end 2010, and
the master servicer has indicated that it is currently exploring
the nature of the delinquency. Consequently, we view this loan to
be at an increased risk of default and loss," S&P related.

                        Transaction Summary

As of the Oct. 14, 2011 trustee remittance report, the pool
balance was $831.9 million, which is 71.5% of the pool balance
at issuance. The pool comprises 90 loans down from 111 loans
at issuance. The master servicer, Wells Fargo Bank N.A. (Wells
Fargo), provided financial information for 96.4% of the assets in
the pool, 91.6% of which was full-year 2010 data.

"We calculated a weighted average DSC of 1.52x for the loans
in the pool based on the servicer-reported figures. Our adjusted
DSC and LTV ratio were 1.47x and 73.1%. Our adjusted DSC and LTV
figures exclude four ($29.5 million, 3.55%) of the transaction's
five ($35.3 million, 4.2%) specially serviced assets, one loan
($13.3 million, 1.6%) that we determined to be credit-impaired,
and 20 loans ($255.1 million, 30.7%) that have defeased. To date,
the transaction has experienced $23.6 million in principal losses
from eight assets. Sixteen loans ($141.2 million, 17.0%) in
the pool are on the master servicers' watchlist. Twelve loans
($94.5 million, 11.4%) have a reported DSC of less than 1.10x,
seven of which ($49.4 million, 5.9%) have a reported DSC of less
than 1.00x," S&P said.

          Summary of Top 10 Loans Secured By Real Estate

The top 10 loans secured by real estate have an aggregate
outstanding balance of $291.65 million (35.1%). "Using servicer-
reported numbers, we calculated a weighted average DSC of 1.53x.
Our adjusted DSC and LTV ratio for nine of the top 10 loans were
1.45x and 73.5%.  The remaining loan, the Edens Corporate Center
($20.6 million, 2.5%), is with the special servicer and is
discussed above. All of the top 10 loans are scheduled to mature
in 2012. We discuss the largest loan in the pool," S&P said.

The Jamaica Center loan, the largest loan in the pool, has a
trust balance of $52.8 million (6.4%) and a whole-loan balance of
$57.8 million. The loan is secured by a 371,459-sq.-ft. retail
center in Queens, N.Y. The loan matures Nov. 1, 2012. The reported
DSC was 1.65x for year-end 2010, and based on the July 2011 rent
roll, the property is 100% occupied.

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

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2002-C1

                Rating
Class      To           From       Credit enhancement (%)
J          BBB- (sf)    BBB+(sf)                    8.35
K          B+   (sf)    BB+ (sf)                    5.90
L          CCC- (sf)    B-  (sf)                    3.45
M          D    (sf)    CCC-(sf)                    2.41

Ratings Affirmed And Removed From Creditwatch Negative

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2002-C1
         Rating

Class    To         From                 Credit enhancement (%)
B        AAA (sf)    AAA (sf)/Watch Neg          21.63
C        AAA (sf)    AAA (sf)/Watch Neg          20.23
D        AAA (sf)    AAA (sf)/Watch Neg          18.48
E        AAA (sf)    AAA (sf)/Watch Neg          16.03
F        AA+ (sf)    AA+ (sf)/Watch Neg          14.11
G        AA  (sf)    AA (sf)/Watch Neg           12.19
H        A+  (sf)    A+ (sf)/Watch Neg           10.09

Ratings Affirmed

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2002-C1

Class    Rating                      Credit enhancement (%)
A-4      AAA (sf)                                     27.22
XC       AAA (sf)                                     N/A

N/A -- Not applicable.


GSMS 1999-C1: Moody's Affirms Rating of Cl. G Notes at 'Caa2'
-------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed three classes of Goldman Sachs Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates
1999-C1:

Cl. F, Downgraded to Baa1 (sf); previously on Dec 17, 2010
Confirmed at Aa2 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Dec 17, 2010
Downgraded to Caa2 (sf)

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

Cl. X, Affirmed at Aaa (sf); previously on Mar 1, 1999 Definitive
Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrade is due to concerns that the highest rated class may
be impacted by interest shortfalls. The subordination level of
that class is sufficient for the current rating, especially given
the significant amount of defeasance in the pool (22%). However,
the master servicer, Berkadia Commercial Mortgage, has indicated
that due to large outstanding advances on loans that have been
declared non-recoverable, it may be necessary to recoup advances
in the near-term from principal and interest due on all the
outstanding classes. Considering that the deal's monthly cash flow
is less than $500 thousand, Moody's believes there is a high
likelihood of interest shortfalls to Class F.

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 24.3% of the current balance. At last full review, Moody's
cumulative base expected loss was 23.6%. Moody's stressed scenario
loss is 26.1% of the current balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

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

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in 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 12 compared to 16 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.0 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 17, 2010.

DEAL PERFORMANCE

As of the October 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to
$45.8 million from $85.9 million at securitization. The
Certificates are collateralized by 33 mortgage loans ranging
in size from less than 1% to 18% of the pool, with the top ten
loans representing 56% of the pool. Three loans, representing 22%
of the pool, have defeased and are collateralized with U.S.
Government securities, compared to 18% at last review.

Based on the most recent remittance statement, Classes G through
J have experienced cumulative interest shortfalls totaling
$5.4 million. Moody's anticipates that the pool will continue
to experience interest shortfalls because of the high exposure
to specially serviced loans. 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 made a determination of non-recoverability
for the four largest loans in special servicing and is no longer
advancing for these loan.

Seven 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.

Forty-five loans have been liquidated from the pool since
securitization, resulting in an aggregate $25.3 million loss (23%
loss severity on average). Currently five loans, representing 39%
of the pool, are in special servicing. Moody's has estimated an
aggregate loss of $10.7 million (60% 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 3% of the pool and has estimated a
$226 thousand 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 100% and 65% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 50% compared to 48% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
10.0%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.33X and 2.74X, respectively, compared to
1.42X and 2.66X 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 13% of the pool
balance. The largest loan is the Meadow Brook Apartments Loan
($2.3 million -- 5.0%), which is secured by a 120-unit multifamily
property located in Center Township, Pennsylvania. The property
was 97% leased as of March 2011 compared to 92% at last review.
Moody's LTV and stressed DSCR are 55% and 1.78X, respectively,
compared to 54% and 1.91X at last full review.

The second largest loan is the Food-4-Less Center Loan
($1.9 million -- 4.2%), which is secured by a 50,000 square foot
(SF) single tenant retail building located in San Luis Obispo,
California. The property is leased to Food-4-Less through December
2017, ten months prior to the loan maturity in October 2018.
Moody's LTV and stressed DSCR are 43% and 2.28X, respectively,
compared to 47% and 2.06X at last full review.

The third largest loan is the Sahara View Apartments Loan
($1.6 million -- 3.5%), which is secured by a 81-unit multifamily
property located in Las Vegas, Nevada. The property was 84% leased
as of March 2011, the same at last review. The loan is on the
master's watchlist due to DSCR falling below CREFC threshold.
However, property performance remains stable. Moody's LTV and
stressed DSCR are 88% and 1.23X, respectively, compared to 81% and
1.33X at last review.


HARRISBURG AUTHORITY: Moody's Lowers Notes Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 with negative
outlook from Ba1 the rating on The Harrisburg Authority's
$69.4 million Water Refunding Bonds, Series 2008. Moody's has
subsequently withdrawn the rating. The bonds are secured by net
revenues of the authority's water system. These actions conclude
Moody's review begun in October, 2011. Moody's does not maintain
a rating on the City of Harrisburg's general obligation debt.

SUMMARY RATING RATIONALE

The downgrade to Ba3 from Ba1 reflects a narrowing of the water
system's liquidity and heightened risk of a disruption to
financial operations given the city's ongoing financial distress
and recent bankruptcy filing. It also incorporates uncertainty
surrounding the water system's insulation from any plans for
fiscal recovery by the city. Exposure to these risks stems from
the authority's, relationship to the city as operator of the water
system and its governance structure. Water system funds are held
separately from other authority operations, including the resource
recovery operations.

The negative outlook factors additional weakening to the water
system's financial operations as a result of the city's bankruptcy
filing, which is being legally contested, or any fiscal recovery
plan.

Withdrawal of the rating reflects the lack of sufficient financial
information, specifically the issuer's failure to release its 2009
and 2010 audited financial statements. This action concludes
Moody's review.

STRENGTHS

  -- Approximately 191% of annual revenues held in reserves,
     including debt service reserve funds

  -- Frequent monitoring of revenues and expenses by management

WEAKNESSES

  -- Uncertainty surrounding City of Harrisburg's bankruptcy
     filing on water system financial operations

  -- Uncertain liquidity position given a lack of audited
     financial statements

  -- Political unwillingness to raise water rates

  -- Declining debt service coverage levels

  -- Management of operations and billing by distressed City of
     Harrisburg

OUTLOOK

The negative outlook reflects Moody's view that near-term events
may further impair the water system's financial health. These
events include increases in general administration fees, failure
to modify rates as needed or the employment of a fiscal recovery
solution that negatively affects water system operations. The
outlook also considers the possibility that the city's bankruptcy
filing may be upheld and water system liquidity or assets are
adversely affected.

WHAT COULD MOVE THE RATING (UP):

  -- Improved financial operations at city level

  -- Implementation of financial recovery solution for city and
     resource recovery facility that does not negatively impact
     water system operations

WHAT COULD MOVE THE RATING (DOWN):

  -- Actions related to the city's financial distress or recovery
     that could negatively affect the water system's operations

  -- Bankruptcy Court ruling that upholds the legality of
     bankruptcy filing

  -- Employment of fiscal recovery solution that negatively affect
     water system financial operations

  -- Narrowing of water system's financial debt service coverage
     or liquidity

The principal methodology used in this rating was Analytical
Framework For Water And Sewer System Ratings published in August
1999.


IVY HILL: Moody's Assigns (P)Ba2 Rating to US$19-Mil. Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to notes issued by Ivy Hill Middle Market Credit Fund III, Ltd.:

US$93,000,000 Class A-1a Senior Floating Rate Notes due 2021,
together with US$75,000,000 Class A-1b Senior Floating Rate Notes
Due 2021, (the Class A-1a Notes and Class A-1b Notes, collectively
the "Class A-1 Notes"), Assigned (P) Aaa (sf)

US$16,000,000 Class A-2 Senior Floating Rate Notes due 2021 (the
"Class A-2 Notes"), Assigned (P)Aaa (sf)

US$19,000,000 Class B Deferrable Mezzanine Floating Rate Notes due
2021 (the "Class B Notes"), Assigned (P)Aa2 (sf)

US$20,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2021 (the "Class C Notes"), Assigned (P)A2 (sf)

US$20,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2021 (the "Class D Notes"), Assigned (P)Baa2 (sf)

US$19,000,000 Class E Deferrable Mezzanine Floating Rate Notes due
2021 (the "Class E Notes"), Assigned (P)Ba2 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the notes address the expected
losses posed to noteholders. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of loans, the
transaction's legal structure, and the characteristics of the
underlying assets.

Ivy Hill III is a managed cash flow CLO. The issued notes are
collateralized substantially by middle market 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, secured
bonds and unsecured loans. The underlying collateral pool will be
approximately 75% ramped up as of the closing date.

The issuance of these notes is a refinancing of the existing notes
initially issued by Knightsbridge CLO 2008-1 Limited
("Knightsbridge") in June 2008. Knightsbridge will be renamed Ivy
Hill Middle Market Credit Fund III, Ltd. in connection with the
issuance of these notes. The proceeds from the issuance of the new
notes and from the sale of a portion of the underlying collateral
pool will be used to redeem in full the existing Knightsbridge
notes and to pay all other expenses associated with Knightsbridge.

The Knightsbridge SPV has been named as a defendant in a complaint
filed by the bankruptcy trustee in the Chapter 7 bankruptcy case
of International Architectural Group and certain of its affiliates
("IAG"), and is part of a larger group of lenders named as
defendants in this action. The complaint alleges that the lenders
breached their fiduciary duty to the IAG debtors and their
creditors, and seeks equitable subordination and tort damages.
Following discussions with numerous third parties, Moody's
understanding is that the risk of a judgment against the Issuer is
remote.

The transaction incorporates payment mechanisms to address prior
claims or expenses arising from Knightsbridge. Based on
information Moody's has received as well as information Moody's
anticipates receiving, such as payoff acknowledgements, lien
search results and other information, Moody's expects that all
amounts due and payable in Knightsbridge, save for those
associated with the IAG litigation, will have been paid in full as
of Closing.

Ivy Hill Asset Management, L.P. (the "Manager"), a wholly-owned
portfolio company of Ares Capital Corporation, will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity during the
transaction's three and one quarter year reinvestment period,
including discretionary trading. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and sales of credit risk obligations, and are subject to
certain restrictions.

In accordance with the respective priority of payments, interest
and principal will be paid to the Moody's-rated notes prior to the
subordinated notes. The transaction incorporates interest and par
coverage tests which, if triggered, divert interest and principal
proceeds to pay down the rated notes in order of seniority.

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

Par of $315,000,000

Diversity of 40

WARF of 3200

Weighted Average Spread of 3.9%

Weighted Average Coupon of 8.0%

Weighted Average Recovery Rate of 45.9%

Weighted Average Life of 7.5 years.

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analyses which were an important
component in determining the ratings assigned to the notes. These
sensitivity analyses include increased default probability
relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the notes (shown
in terms of the number of notch difference versus the current
model output, whereby a negative difference corresponds to higher
expected losses), assuming that all other factors are held equal:

Moody's WARF + 15% (3680)

Class A: 0

Class B Notes: 0

Class C Notes: 0

Class D: -1, and

Class E Notes: -1

Moody's WARF +30% (4160)

Class A Notes: 0

Class B Notes: -1

Class C Notes: -2

Class D Notes: -2, and

Class E Notes: -1

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

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," (the "CLO V Score Report") dated
July 17, 2009. A significant portion of the underlying collateral
assets for this transaction are SME corporate loans, which receive
Moody's credit estimates, rather than publicly rated corporate
loans. This distinction is an important factor in the
determination of this transaction's V Score, since loans publicly
rated by Moody's are the basis for the CLO V Score Report.

Several scores for sub-categories of the V Score differ from the
CLO sector benchmark scores. The scores for the quality of
historical data for U.S. SME loans and for disclosure of
collateral pool characteristics and collateral performance reflect
higher volatility. This results from lack of a centralized default
database for SME loans, as well as obligor-level information for
SME loans being more limited and less frequently provided to
Moody's than that for publicly rated companies. Finally, to
account for potential litigation risk, Moody's assigned a score of
Medium to the "Legal and Regulatory Uncertainty" component of the
Governance category due to the pending IAG litigation.

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.


IVY HILL: S&P Gives 'BB' Rating on Class E Deferrable Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ivy Hill Middle Market Credit Fund III Ltd./Ivy Hill
Middle Market Credit Fund III Corp.'s $262 million floating-rate
notes.

The note issuance is a collateralized loan obligation (CLO)
securitization backed primarily by senior secured loans to
middle-market obligors. The transaction is a refinancing of the
existing Knightsbridge CLO 2008-1 Ltd. transaction, which closed
on June 11, 2008.

The preliminary ratings are based on information as of Nov. 14,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect our assessment of:

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

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

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

    The diversified collateral portfolio, which consists primarily
    of speculative-grade senior secured term loans to middle-
    market obligors.

    The collateral manager's experienced management team.

    "Our projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which we
    assessed using our cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest rate scenarios, including LIBOR ranging from
    0.30%-11.36%," 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/1111268.pdf

Preliminary Ratings Assigned
Ivy Hill Middle Market Credit Fund III Ltd./Ivy Hill Middle Market
Credit Fund III Corp.

Class                   Rating              Amount
                                          (mil. $)
A-1a                    AAA (sf)             93.00
A-1b                    AAA (sf)             75.00
A-2                     AAA (sf)             16.00
B (deferrable)          AA (sf)              19.00
C (deferrable)          A (sf)               20.00
D (deferrable)          BBB (sf)             20.00
E (deferrable)          BB (sf)              19.00
Subordinated notes      NR                   53.00

NR -- Not rated.


JPMCC 2002-C3: Moody's Lowers Rating of Cl. D Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of six classes and
downgraded four classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-C3:

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

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

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

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

Cl. D, Downgraded to Ba1 (sf); previously on Jun 9, 2010
Downgraded to Baa2 (sf)

Cl. E, Downgraded to B1 (sf); previously on Jun 9, 2010 Downgraded
to Ba2 (sf)

Cl. F, Downgraded to Caa1 (sf); previously on Jun 9, 2010
Downgraded to B3 (sf)

Cl. G, Downgraded to C (sf); previously on Jun 9, 2010 Downgraded
to Caa3 (sf)

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

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

RATINGS RATIONALE

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on our current base expected loss, the
credit enhancement levels for the affirmed classes are sufficient
to maintain the existing ratings.

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans and interest shortfalls.

Moody's rating action reflects a cumulative base expected loss of
6.4% of the current balance compared to 5.0% at last review.
Moody's stressed scenario loss is 8.8% of the current balance.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

The principal methodology used in this rating was "Moody's
Approach to Rating 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 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 31 compared to 32 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 March 23, 2011.

DEAL PERFORMANCE

As of the October 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 31% to $516.7
million from $745.3 million at securitization. The Certificates
are collateralized by 74 mortgage loans ranging in size from less
than 1% to 5% of the pool, with the top ten non-defeased loans
representing 28% of the pool. Sixteen loans, representing 39% of
the pool, have defeased and are collateralized with U.S.
Government securities.

Ten loans, representing 10% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of 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 an
aggregate realized loss of $42.8 million (56% loss severity
overall). Currently five loans, representing 7% of the pool, are
in special servicing. The largest specially serviced loan is the
78 Corporate Center Loan ($17.2 million -- 3.3% of the pool),
which is secured by a 185,850 square foot (SF) office complex
located in Lebanon, New Jersey. The loan was transferred to
special servicing in January 2009 and is currently real estate
owned (REO). The master servicer deemed the loan non-recoverable
in February 2011. As of October 2011, the property was 23% leased.

The second largest loan in special servicing is The Sibley
Building Loan ($10.8 million -- 2.1% of the pool), which is
secured by a 250,095 SF office building located in Syracuse, New
York. The loan was transferred to special servicing in October
2010 for monetary default and is currently 90+ days delinquent.
The master servicer deemed the loan non-recoverable in June 2011.
As of October 2011, the property was 20% leased.

The remaining three specially serviced loans are secured by a
multifamily properties. The master servicer has recognized an
aggregate $19 million appraisal reduction for the specially
serviced loans. Moody's has estimated an aggregate $26.7 million
loss (76% expected loss on average) for the specially serviced
loans.

Moody's has assumed a high default probability for four poorly
performing loans representing 3% of the pool and has estimated a
$2.4 million loss (15% expected loss based on a 30% probability
default) from this troubled loan.

Based on the most recent remittance statement, Classes D through J
have experienced cumulative interest shortfalls totaling $3.7
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal entitlement reductions (ASERs), advanced interest claw
backs on loans determined to be non-recoverable and extraordinary
trust expenses

Moody's was provided with full-year 2010 and partial year 2011
operating results for 93% and 89% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 77% compared to 79% 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 9.7%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.42X and 1.43X, respectively, compared to
1.43X and 1.40X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing loans represent 12% of the pool balance.
The largest loan is the Anderson Mall Loan ($26.3 million -- 5.1%
of the pool), which is secured by a 393,236 SF mall located in
Anderson, South Carolina. As of June 2011 the property's inline
retail space was 78% leased and the total mall space was 94%
leased, which is the same as at last review. Anchor tenants
include Belk, Dillard's, JC Penny and Sears. Performance has been
stable. The loan matures in October 2012. Moody's LTV and stressed
DSCR are 101% and 1.07X, respectively, compared to 106% and 1.02X
at last review.

The second largest loan is the Crossways Shopping Center Loan
($19.5 million -- 3.8% of the pool), which is secured by a 378,645
SF retail center located in Chesapeake, Virginia. As of July 2011
the property was 98% leased compared to 96% at last review.
Tenants include Value City Furniture (15% of the of the net
rentable area (NRA ); lease expiration April 2016), DSW Shoes (10%
of the NRA; lease expiration July 2016) and Ross Dress for Less
(8% of the NRA; lease expiration January 2013). The loan matures
in September 2012. Performance is stable. Moody's LTV and stressed
DSCR are 56% and 1.92X, respectively, compared to 62% and 1.75X at
last review.

The third largest loan is the Village Shoppes of Salem Loan
($17.9 million -- 3.5 % of the pool), which is secured by a
170,270 SF retail center located in Salem, New Hampshire. As of
June 2011 the property was 100% leased compared to 62% at last
review. Performance has improved due to increased occupancy and
base rent. The loan matures in December 2012. Moody's LTV and
stressed DSCR are 85% and 1.21X, respectively, compared to 111%
and 0.93X at last review.


JPMCC 2004-CIBC10: Moody's Lowers Rating of Cl. E Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 18 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-CIBC10:

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 7, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Dec 7, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-6, Affirmed at Aaa (sf); previously on Dec 7, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Dec 7, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa1 (sf); previously on Dec 10, 2010
Downgraded to Aa1 (sf)

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

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

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

Cl. E, Downgraded to Ba1 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

Cl. F, Downgraded to B2 (sf); previously on Dec 10, 2010
Downgraded to Ba3 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Dec 10, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

Cl. N, Affirmed at C (sf); previously on Nov 19, 2009 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Nov 19, 2009 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Nov 19, 2009 Downgraded
to C (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Dec 7, 2004
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades are due to concerns about interest shortfalls
increasing and higher expected losses for the pool resulting from
realized and anticipated losses from specially serviced and
troubled loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $7.1 million and affecting
Classes Q through G. Moody's anticipates that the pool will
continue to experience interest shortfalls caused by specially
serviced loans. 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 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
$123.9 million or 9.2% of the current balance. At last review,
Moody's cumulative base expected loss was $130.0 million or 8.1%.
Although the current base expected loss is less than at last
review, it represents a higher share of the pool due to loan
payoffs and amortization. The pool has paid down 16% since last
review. Moody's stressed scenario loss is 14.0% of the current
balance. Depending on the timing of loan payoffs and the severity
and timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

DEAL PERFORMANCE

As of the October 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 31% to $1.4 billion
from $2.0 billion at securitization. The Certificates are
collateralized by 175 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 27%
of the pool. Sixteen loans, representing 8% of the pool, have
defeased and are collateralized with U.S. Government securities.

Ninety non-defeased loans, representing 53% of the pool, mature
within the next 36 months. Thirty of these loans, representing 27%
of the pool, have a Moody's stressed debt service coverage ratio
(DSCR) below 1.00X.

Thirty-three loans, representing 17% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) 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.

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $8.3 million (8% loss severity
overall). Of the liquidated loans, three loans (with a loss
severity greater than 1%) have an overall loss severity of 73%. At
last review, the pool had experienced an aggregate $297 thousand
loss.

Twelve loans, representing 14% of the pool, are currently in
special servicing. The largest specially serviced loan is the
Continental Plaza Loan ($88.0 million - 6.5% of the pool). The
loan is secured by three office buildings and a single story
retail center totaling 639,000 square feet (SF) which are located
in Hackensack, New Jersey. The loan was transferred to special
servicing in April 2009 due to imminent default and the property
was foreclosed in February 2010. The property was 62% leased as
of July 2011. The master servicer has recognized an aggregate
$88.0 million appraisal reduction for 10 of the specially serviced
loans. Moody's has estimated an aggregate $87.4 million loss (46%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 10% of the pool and has estimated a
$20.5 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 85% and 35% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 85%
compared to 93% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 11% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.38X and 1.26X, respectively, compared to
1.31X and 1.14X 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 62 compared to 66 at Moody's prior review.

The top three performing conduit loans represent 7% of the pool
balance. The largest loan is The Walden Pond at East Moriches Loan
($35.3 million -- 2.6% of the pool), which is secured by a 324-
unit multifamily property located in East Moriches, New York. The
property was 98% leased as of March 2011 compared to 96% at last
review. Moody's LTV and stressed DSCR are 109% and 0.85X,
respectively, compared to 110% and 0.83X at last review.

The second largest loan is the Sherman Tower Center Loan
($34.9 million -- 2.6% of the pool), which is secured by a 285,000
SF shadow-anchored retail shopping center located in Sherman,
Texas. The center is part of a larger 678,000 SF retail center.
The collateral is shadow-anchored by Target, Home Depot and Wal-
Mart. The property was 100% leased as of December 2010, the same
as at last review. Performance has improved due to an increase in
effective gross income and decrease in operating expenses. Moody's
LTV and stressed DSCR are 93% and 1.05X, respectively, compared to
104% and 0.94X at last review.

The third largest loan is the 1475 Nitterhouse Drive Loan
($29.9 million -- 2.2% of the pool), which is secured by an
862,000 SF single-tenant industrial warehouse located in
Chambersburg, Pennsylvania. The property is 100% leased to Kmart
through September 2021. Moody's LTV and stressed DSCR is 81% and
1.24X, respectively, essentially the same at last review.


JPMCC 2006-CIBC17: Moody's Reviews 'Ba1' Cl. A-J Notes Rating
-------------------------------------------------------------
Moody's Investors Service placed four classes of J.P. Morgan
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC17 on review for possible downgrade:

Cl. A-M, Aa2 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 2, 2010 Downgraded to Aa2 (sf)

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

Cl. B, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 2, 2010 Downgraded to B2 (sf)

Cl. C, B3 (sf) Placed Under Review for Possible Downgrade;
previously on Dec 2, 2010 Downgraded to B3 (sf)

RATINGS RATIONALE

The classes were placed on review for possible downgrade due to
higher expected losses for the pool resulting from specially
serviced and troubled loans.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 2, 2010.

DEAL AND PERFORMANCE SUMMARY

As of the October 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 3% to $2.46 billion
from $2.54 billion at securitization. The Certificates are
collateralized by 148 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
47% of the pool.

Forty-nine loans, representing 23% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC; formerly the Commercial Mortgage
Securities Association) monthly reporting package. As part of our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact deal
performance.

Two loans have been liquidated from the pool, resulting in a
realized loss of $2 million (22% average loss severity). As of the
October 12, 2011 distribution date, 18 loans, representing 21% of
the pool, are in special servicing. Fifteen loans, representing 9%
of the pool, were in special servicing at Moody's last review. The
specially serviced loans are secured by a mix of multifamily,
office, retail, industrial and hotel property types. The servicer
has recognized an aggregate $123 million appraisal reduction for
15 of the specially serviced loans.

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


JPMCC 2011-FL1: Moody's Assigns (P)Ba2 to Cl. MH Notes
------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
fourteen classes of CMBS securities, issued by JPMCC 2011-FL1
Commercial Mortgage Pass-Through Certificates.

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

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

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

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

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

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

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

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

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

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

Cl. B, Assigned (P)Aa2 (sf)

Cl. C, Assigned (P)A2 (sf)

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

Cl. MH, Assigned (P)Ba2 (sf)

RATINGS RATIONALE

The Certificates are collateralized by five floating rate loans
secured by 26 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 Stressed DSCR for the Pooled Trust is 1.68X which is
higher than the 2007 large transaction average of 1.63X. Moody's
LTV ratio for the Pooled Trust is 61.9%, which is slightly lower
than the 2007 large loan transaction average of 63.3%.

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
4.1. The score is consistent with Herfindahl scores represented by
large loan, multi-borrower transactions previously rated by
Moody's. With respect to property level diversity, the pool's
property level Herfindahl score is 12.2. The transaction's
property diversity profile is higher than most previously rated
large loan multi-borrower transactions.

Moody's grades properties on a scale of 1 to 5 (best to worst) and
considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The pool's weighted
average property quality grade is 1.9, which is low compared to
other deals rated by Moody's since 2009. The low weighted average
grade is indicative of the strong market composition of the pool
and the institutional investor quality of underlying assets in the
deal.

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 8.1. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Large Loan 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 4%, 11%, or 23%, the model-indicated rating for the currently
rated Aaa class would be Aa1; Aa2; and A1. Parameter Sensitivities
are not intended to measure how the rating of the security might
migrate over time; rather they are designed to provide a
quantitative calculation of how the initial rating might change if
key input parameters used in the initial rating process differed.
The analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

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


JPMORGAN 2007-C1: S&P Lowers Ratings on 2 Classes of Certs. to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1,
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 said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion CMBS criteria. Our
analysis also includes a review of the deal structure and the
liquidity available to the trust. The downgrades reflect credit
support erosion that we anticipate will occur upon the eventual
resolution of the five specially serviced assets ($135.9 million,
12.0%) and two loans ($72.0 million, 6.3%) that we determined to
be credit-impaired. We also considered the monthly interest
shortfalls affecting the trust. We lowered our ratings on the
class F and G certificates to 'D (sf)' because we believe the
accumulated interest shortfalls 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 X-1 and X-2 interest-only certificates
based on our current criteria," S&P related.

"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 ratio (DSCR) of 1.20x and a loan-to-value (LTV) ratio of
144.6%. We further stressed the loans' cash flows under our 'AAA'
scenario to yield a weighted average DSCR of 0.78x and an LTV
ratio of 240.4%. The implied defaults and loss severity under the
'AAA' scenario were 93.8% and 48.7%. The DSCR and LTV calculations
exclude the five specially serviced assets ($135.9 million, 12.0%)
and two loans ($72.0 million, 6.3%) 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 Oct. 17, 2011 trustee remittance report, the trust
experienced monthly interest shortfalls totaling $524,220
primarily related to appraisal subordinate entitlement reduction
amounts of $493,342 and special servicing and workout fees of
$30,512. "The interest shortfalls affected all classes subordinate
to and including class F. Classes F and G have experienced
cumulative interest shortfalls for three and four months, and we
expect these interest shortfalls to continue in the near term.
Consequently, we downgraded these classes to 'D (sf)'," S&P said.

                    Credit Considerations

As of the Oct. 17, 2011 trustee remittance report, five assets
($135.9 million, 12.0%) in the pool were with the special
servicer, LNR Partners LLC. (LNR). The reported payment status of
the specially serviced assets as of the October 2011 trustee
remittance report is: one is real estate owned (REO; $5.5 million,
0.5%), two are in foreclosure ($12.4 million, 1.1%), and two are
90-plus-days delinquent ($118.0 million, 10.4%). Appraisal
reduction amounts (ARAs) totaling $87.2 million are in effect
against the five specially serviced assets. Details of the two
largest specially serviced assets, one of which is a top 10 loan,
are:

The Westin Portfolio loan, the third-largest loan in the pool, has
a whole loan balance of $207.5 million that is divided into two
pari passu pieces, $104.2 million of which makes up 9.2% of the
trust balance. The remaining $103.3 million is in the JPMorgan
Chase Commercial Mortgage Securities Trust 2008-C2 transaction.
The loan is secured by a 487-room, full-service hotel in Tucson,
Ariz. and a 412-room, full-service hotel in Hilton Head, S.C. The
loan has a reported 90-plus-days delinquent payment status and a
reported total exposure of $124.5 million. The loan was
transferred to the special servicer on Oct. 16, 2008, due to a
payment default. LNR indicated that it is pursuing foreclosure.
The borrower filed for Chapter 11 bankruptcy protection in
November 2010. As of year-end 2010, the property in Tucson, Ariz.
was 58.0% occupied, while the hotel in Hilton Head, S.C. was 55.2%
occupied. An ARA of $71.4 million is in effect against the loan.
"We expect a significant loss upon the eventual resolution of this
loan," S&P said.

The Tres Puentes IV, V, VI loan ($13.8 million, 1.2%) is secured
by a 313,120-sq.-ft. industrial property in Hidalgo, Texas. The
loan has a reported 90-plus-days delinquent payment status and a
reported total exposure of $15.2 million. The loan was transferred
to the special servicer on May 1, 2010, due to delinquent
payments. LNR indicated that it is preparing to take title while
continuing to negotiate with the borrower. As of year-end 2010,
the property was 77.6% occupied. An ARA of $4.3 million is in
effect against the loan. "We expect a moderate loss upon the
eventual resolution of this loan," S&P said.

The three remaining specially serviced assets have individual
balances that represent 0.65% or less of the pooled trust balance.
ARAs totaling $11.5 million are in effect against the three
assets. "We estimated losses for the three assets, arriving at a
weighted average loss severity of 65.4%," S&P related.

"In addition to the specially serviced assets, we determined two
loans ($72.0 million, 6.3%) to be credit-impaired due primarily to
a low reported DSCR. The Stamford Marriott loan ($66.6 million,
5.8%), which also appears on the master servicer's watchlist due
to a low reported DSCR, has a reported DSCR of 0.32x and a
reported occupancy of 63.5% for the 12 months ended June 30, 2011.
The loan is secured by a 506-room, full-service hotel and spa in
Stamford, Conn. The master servicer indicated that the loan's
performance has deteriorated due to reduced revenue. The other
loan, the Richmond Village loan ($5.4 million, 0.5%), has a
reported DSCR of 0.58x for the three months ended March 31, 2011.
The loan is secured by a 99-room independent living facility in
Bellevue, Neb. The master servicer indicated that the loan's
performance has deteriorated due to reduced revenues from
declining occupancy and increased operating expenses. As a result,
we viewed both loans at an increased risk of default and loss,"
S&P said.

                        Transaction Summary

As of the Oct. 17, 2011 trustee remittance report, the collateral
pool balance was $1.1 billion, which is 96.4% of the balance at
issuance. The pool comprises 57 loans and one REO asset, down from
60 loans at issuance. Berkadia Commercial Mortgage LLC, the master
servicer, provided financial information for 88.7% of the loans in
the pool: 80.3% was full-year 2010 data and the remainder was
full-year 2009 or partial-year 2011 data.

"We calculated a weighted average DSCR of 1.29x for the
loans in the pool based on the servicer-reported figures.
Our adjusted DSCR and LTV ratio were 1.20x and 144.6%. Our
adjusted DSCR and LTV figures excluded the five specially
serviced assets ($135.9 million, 12.0%) and two loans
($72.0 million, 6.3%) 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.
The transaction has experienced $6.8 million in principal
losses from two assets to date. Twenty loans ($379.5 million,
33.4%) in the pool are on the master servicer's watchlist. Ten
loans ($162.0 million, 14.3%) have a reported DSCR of less than
1.00x and four loans ($157.5 million, 13.9%) have a reported DSCR
between 1.00x and 1.10x," S&P said.

                         Summary of Top 10 Loans

"The top 10 loans have an aggregate outstanding balance of
$734.8 million (64.7%). Using servicer-reported numbers, we
calculated a weighted average DSCR of 1.45x for eight of the top
10 assets. One of the two excluded loans, the Westin Portfolio
loan ($104.2 million, 9.2%), is with the special servicer and we
determined the Stamford Marriott loan ($66.6 million, 5.8%) to be
credit-impaired. Our adjusted DSCR and LTV ratio for eight of the
top 10 loans were 1.19x and 122.9%. Besides the Stamford Marriott
loan, the American Cancer Society Plaza ($135.9 million, 12.0%),
the largest loan in the pool, is also on the master servicer's
watchlist due to a low reported DSCR, which was 1.06x for year-end
2010. The loan is secured by a 998,770-sq.-ft., class A office
building in Atlanta, Ga. The reported occupancy was 90.8%,
according to the June 30, 2011, rent roll," S&P said.

Ratings Lowered

JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1
Commercial mortgage pass-through certificates

Class                Rating           Credit enhancement (%)
                 To           From
A-4              BBB+ (sf)    A- (sf)                  30.50
A-SB             BBB+ (sf)    A- (sf)                  30.50
A-M              BB- (sf)     BB (sf)                  20.13
A-J              B (sf)       B+ (sf)                  15.47
B                B- (sf)      B+ (sf)                  14.04
C                CCC+ (sf)    B (sf)                   12.75
D                CCC (sf)     B (sf)                   11.71
E                CCC- (sf)    B- (sf)                  10.55
F                D (sf)       B- (sf)                   9.64
G                D (sf)       CCC+ (sf)                 8.47

Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Trust 2007-C1
Commercial mortgage pass-through certificates

Class            Rating               Credit enhancement (%)
A-2              AAA (sf)                              30.50
A-3              AAA (sf)                              30.50
X-1              AAA (sf)                                N/A
X-2              AAA (sf)                                N/A

N/A -- Not applicable.


LB-UBS 2002-C1: Moody's Affirms Cl. L Notes Rating at 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed sixteen classes of LB-UBS Commercial Mortgage Pass-
Through Certificates, Series 2002-C1:

Cl. A-4, Affirmed at Aaa (sf); previously on Apr 2, 2002
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Mar 23, 2006 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Mar 23, 2006 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on Mar 23, 2006 Upgraded
to Aaa (sf)

Cl. E, Affirmed at Aaa (sf); previously on Mar 23, 2006 Upgraded
to Aaa (sf)

Cl. F, Affirmed at Aaa (sf); previously on Jun 11, 2007 Upgraded
to Aaa (sf)

Cl. G, Upgraded to Aaa (sf); previously on Jun 11, 2007 Upgraded
to Aa1 (sf)

Cl. H, Affirmed at Aa2 (sf); previously on Dec 9, 2010 Upgraded to
Aa2 (sf)

Cl. J, Affirmed at A3 (sf); previously on Dec 9, 2010 Upgraded to
A3 (sf)

Cl. K, Affirmed at Baa3 (sf); previously on Mar 23, 2006 Upgraded
to Baa3 (sf)

Cl. L, Affirmed at Ba1 (sf); previously on Mar 23, 2006 Upgraded
to Ba1 (sf)

Cl. M, Affirmed at Ba2 (sf); previously on Mar 23, 2006 Upgraded
to Ba2 (sf)

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

Cl. P, Affirmed at Caa3 (sf); previously on Dec 9, 2010 Downgraded
to Caa3 (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. X-CL, Affirmed at Aaa (sf); previously on Apr 2, 2002
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The upgrade is due to an increase in subordination from payoffs
and amortization. The pool has paid down 59% since securitization
and 25% since last review.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on 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% ($10.7 million) of the current balance. At last full review,
Moody's cumulative base expected loss was 1.6% ($10.6 million).
Moody's stressed scenario loss is 5.4% of the current balance.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

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

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.50 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in 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 14 compared to 19 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.0 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 9, 2010.

DEAL PERFORMANCE

As of the October 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 59% to
$511.5 million from $1.24 billion at securitization. The
Certificates are collateralized by 66 mortgage loans ranging in
size from less than 1% to 14% of the pool, with the top ten loans
representing 30% of the pool. Twenty-three loans, representing
55% of the pool, have defeased and are collateralized with U.S.
Government securities. The pool contains one loan, representing 9%
of the pool, with an investment grade credit estimate. The entire
pool, including the defeased loans, matures within the next six
months.

Twenty loans, representing 16% 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.

Eleven loans have been liquidated from the pool since
securitization, resulting in an aggregate $15.4 million loss (37%
loss severity on average). Currently three loans, representing 1%
of the pool, are in special servicing. The master servicer has
recognized an aggregate $1.2 million appraisal reduction for the
specially serviced loans. Moody's has estimated an aggregate loss
of $3.0 million (55% expected loss on average) for all of the
specially serviced loans.

Moody's has assumed a high default probability for four poorly
performing loans representing 3% of the pool and has estimated a
$2.60 million 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 89% and 81% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 77% compared to 73% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 13% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.8%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.34X and 1.44X, respectively, compared to
1.71X and 1.56X 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 U-Haul Pool Portfolio Loan
($45.1 million -- 8.8% of the pool), which consists of four cross-
collateralized loans secured by 16,520 self-storage units in 37
separate locations across 20 states. Property performance remains
stable. Moody's current credit estimate and stressed DSCR are Aa1
and 2.4X, respectively, compared to Aa1 and 2.3X at last review.

The top three performing conduit loans represent 10% of the
pool balance. The largest loan is the Metro Park North Loan
($21.7 million -- 4.2% of the pool), which is secured by a 189,000
square foot (SF) office building located in Rockville, Maryland.
The property was 85% leased as of June 2011, the same at last
review. Property performance remains stable. Moody's LTV and
stressed DSCR are 82% and 1.31X, respectively, compared to 84%
and 1.29X at last full review.

The second largest loan is the Key Plaza Shopping Center Loan
($15.9 million -- 3.1% of the pool), which is secured by a 229,000
SF retail center located in Key West, Florida. Anchor tenants
include Kmart, Albertsons and OfficeMax. Although the property was
92% leased as of March 2011, the same at last review, property
performance overall has improved. Moody's LTV and stressed DSCR
are 80% and 1.25X, respectively, compared to 96% and 1.04X at last
full review.

The third largest loan is the Sprint Building Loan ($13.5 million
-- 2.6% of the pool), which is secured by a single-tenant office
building located in Altamonte Springs, Florida. The property is
leased to SPRINTCOM INC. through November 30, 2016. Although
property performance remains stable, Moody's has stressed the cash
flow due to concerns about leasing volatility due to the single-
tenant nature of the property. Moody's LTV and stressed DSCR are
72% and 1.50X, respectively, compared to 69% and 1.56X at last
review.


LB-UBS 2002-C1: S&P Affirms 'CCC-' Rating on Class Q Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 16
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2002-C1, a U.S. commercial mortgage-
backed securities (CMBS) transaction. "At the same time, we
removed our ratings on eight of these classes from CreditWatch
with negative implications," S&P said.

"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. We
also reviewed the transaction structure and the liquidity
available to the trust. Our analysis also considered the
seasoning and the weighted average maturity of the remaining
loans in the pool. Using servicer-provided information,
excluding the defeased loans, we calculated a weighted average
maturity of four months for the remaining loans in the pool.
The affirmations 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-CL interest-only (IO)
certificate based on our current criteria," S&P related.

"On July 15, 2011, we placed our ratings on the class B, C,
D, E, F, G, H, and J certificates on CreditWatch with negative
implications, after we placed our U.S. sovereign long-term rating
on CreditWatch negative. The trust has defeased loan collateral
exposure of 56.5% of the pool balance (as of the Oct. 17, 2011,
trustee remittance report)," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.55x and a loan-to-value
(LTV) ratio of 69.0%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.30x
and an LTV ratio of 87.5%. The implied defaults and loss severity
under the 'AAA' scenario were 16.0% and 16.9%. The DSC and LTV
calculations noted above exclude 25 defeased loans ($298.3
million, 58.3%) and the three loans ($5.5 million, 1.0%) that are
with the special servicer. We separately estimated losses for the
specially serviced loans and included them in our 'AAA' scenario
implied default and loss severity figures," S&P related.

                        Transaction Summary

As of the Oct. 17, 2011, trustee remittance report, the collateral
pool had an aggregate trust balance of $511.5 million or 41.2% of
the balance at issuance. The pool includes 62 loans, down from 142
loans at issuance. The master servicer, Wells Fargo Bank N.A.
(Wells Fargo), provided financial information for 90.7% of the
loans in the pool, the majority of which reflected full-year 2010
data.

"We calculated a weighted average DSC of 1.62x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.55x and 69.0%. Our adjusted DSC and LTV
figures exclude 25 defeased loans ($298.3 million, 58.3%) and the
three loans ($5.5 million, 1.0%) that are with the special
servicer. We separately estimated losses for these specially
serviced loans and included them in our 'AAA' scenario implied
default and loss severity figures. To date, the transaction has
experienced $15.4 million in principal losses from 11 assets.
Twenty loans ($83.3 million, 16.3%) in the pool are on Wells
Fargo's watchlist. Four loans ($17.3 million, 3.4%) have a
reported DSC below 1.00x and two loans ($2.7 million) have a
reported DSC between 1.00x and 1.10x," S&P related.

           Summary of Top 10 Loans Secured By Real Estate

As of the Oct. 17, 2011 trustee remittance report, the top
10 loans secured by real estate have an aggregate outstanding
balance of $151.8 million (29.7%). Subsequent to the October
2011 trustee remittance report, Wells Fargo indicated that the
seventh-largest loan, the 5150 PCH loan ($9.1 million, 1.8%), was
defeased. "Excluding this loan, we calculated a weighted average
DSC of 1.73x for eight of the top 10 loans using servicer-reported
numbers. Wells Fargo did not report 2010 financial data for the
eighth-largest loan, the 35 Ryerson loan. Our adjusted DSC and LTV
ratio for eight of the top 10 loans were 1.62x and 68.2%. Three of
the top 10 loans ($28.6 million, 5.6%) in the pool are on Wells
Fargo's watchlist," S&P said.

The Quail Pointe Center loan ($13.3 million, 2.6%) is the fifth-
largest nondefeased loan in the pool as of the October 2011
trustee remittance report and the largest loan on the watchlist.
The loan is secured by a 97,921-sq.-ft. anchored retail center in
Sacramento. The loan appears on Wells Fargo's watchlist due to its
impending Jan. 1, 2012, maturity. According to Wells Fargo, the
borrower has been contacted on refinancing plans but has not
returned calls at this time. The loan's reported payment status
was current. For the six months ended June 30, 2011, the reported
DSC and occupancy were 1.49x and 87.6%,.

The 35 Ryerson loan ($8.5 million, 1.7%) is the seventh-largest
nondefeased loan in the pool as of the October 2011 trustee
remittance report and the second-largest loan on the watchlist.
The loan is secured by a 171,498-sq.-ft. self-storage property in
Brooklyn, N.Y. The loan's reported payment status is current. The
loan is on Wells Fargo's watchlist because the borrower has not
provided recent financial data. The most recent available
financial data was for the 12 months ended Aug. 31, 2009. The
reported DSC was 1.14x and no occupancy data was available.

The Preston Lloyd loan ($6.8 million, 1.3%) is the ninth-largest
nondefeased loan in the pool as of the October 2011 trustee
remittance report and the third-largest loan on the watchlist. The
loan is secured by two one-story retail buildings totaling 54,234
sq. ft. in Dallas. The loan's reported payment status is current.
The loan is on Wells Fargo's watchlist due to a low reported DSC.
For year-end 2010, the reported DSC and occupancy were 0.67x and
81.0%.

                      Credit Considerations

As of the Oct. 17, 2011 trustee remittance report, three loans
($5.5 million, 1.0%) in the pool were with the special servicer,
LNR Partners LLC (LNR). The reported payment status of these
loans as of the most recent trustee remittance report is: one
is a matured balloon loan ($3.1 million, 0.6%), one is 90-plus-
days delinquent ($1.7 million, 0.3%), and one is in its grace
period ($0.7 million, 0.1%). An appraisal reduction amount (ARA)
of $1.2 million is in effect for one of the specially serviced
loan. Details of the three specially serviced loans are:

The Campus Circle loan ($3.1 million, 0.6%) is the largest loan in
the pool with LNR. The loan is secured by a 65,410-sq.-ft. office
building in Irving, Texas, and was transferred to LNR on Feb. 12,
2009, due to imminent maturity default. "The loan matured on
Sept. 30, 2010, but LNR indicated that a forbearance agreement
was granted until Sept. 30, 2011, to allow the borrower time to
retenant the property. LNR has not provided further updates, and
we expect a minimum loss upon the eventual resolution of this
loan," S&P related.

"The Shops at Monk's Corner loan ($1.7 million, 0.3%) is the
second-largest loan in the pool with LNR. The loan is secured by
an 18,270-sq.-ft. retail property in Wilmington, N.C., and was
transferred to LNR on Oct. 25, 2010, due to delinquent payments.
An ARA totaling $1.2 million is in effect against the loan. LNR
informed us that they are considering a note sale for the loan. We
expect a significant loss upon the resolution of this loan," S&P
said.

The Village at East Fork loan ($0.7 million, 0.1%), the remaining
loan with LNR, is secured by a 72-pad mobile home property in
Leadville, Colo. The loan was transferred to LNR on Feb. 22, 2011,
due to nonmonetary default. LNR is currently exploring various
workout strategies. The reported DSC and occupancy were 1.55x and
92.8% as of year-end 2010. "We expect a minimal loss upon the
eventual resolution of this loan," S&P said.

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

Ratings Affirmed And Removed From CreditWatch Negative

LB-UBS Commercial Mortgage Trust 2002-C1
Commercial mortgage pass-through certificates
            Rating
Class   To         From              Credit enhancement (%)
B       AAA (sf)   AAA (sf)/Watch Neg                 35.87
C       AAA (sf)   AAA (sf)/Watch Neg                 32.23
D       AAA (sf)   AAA (sf)/Watch Neg                 30.10
E       AAA (sf)   AAA (sf)/Watch Neg                 26.46
F       AA+ (sf)   AA+ (sf)/Watch Neg                 21.60
G       AA- (sf)   AA- (sf)/Watch Neg                 17.65
H       A (sf)     A (sf)/Watch Neg                   14.00
J       A- (sf)    A- (sf)/Watch Neg                  10.66

Ratings Affirmed

LB-UBS Commercial Mortgage Trust 2002-C1
Commercial mortgage pass-through certificates

Class    Rating              Credit enhancement (%)
A-4      AAA (sf)                             45.29
K        BBB+ (sf)                             8.23
L        BB+ (sf)                              5.50
M        BB- (sf)                              4.28
N        B- (sf)                               3.07
P        CCC (sf)                              1.85
Q        CCC- (sf)                             0.94
X-CL     AAA (sf)                               N/A

N/A -- Not applicable.


LB-UBS 2004-C2: Moody's Affirms Rating of Cl. G Notes at 'Ba2'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
LB-UBS Commercial Mortgage Trust 2004-C2, Commercial Mortgage
Pass-Through Certificates, Series 2004-C2:

Cl. A-3, Affirmed at Aaa (sf); previously on Sep 28, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Sep 28, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Mar 13, 2007 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aa1 (sf); previously on Mar 13, 2007 Upgraded
to Aa1 (sf)

Cl. D, Affirmed at Aa3 (sf); previously on Dec 17, 2010 Downgraded
to Aa3 (sf)

Cl. E, Affirmed at A2 (sf); previously on Dec 17, 2010 Downgraded
to A2 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Dec 17, 2010
Downgraded to Baa1 (sf)

Cl. G, Affirmed at Ba2 (sf); previously on Dec 17, 2010 Downgraded
to Ba2 (sf)

Cl. H, Affirmed at B1 (sf); previously on Dec 17, 2010 Downgraded
to B1 (sf)

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

Cl. K, Affirmed at Caa3 (sf); previously on Dec 17, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

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

Cl. X-CL, Affirmed at Aaa (sf); previously on Sep 28, 2004
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
3.6% of the current balance. At last review, Moody's cumulative
base expected loss was 3.4%. Moody's stressed scenario loss is
6.5% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 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 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 10 compared to 13 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.2 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 December 17, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 37% to
$772.3 million from $1.2 billion at securitization. The
Certificates are collateralized by 66 mortgage loans ranging in
size from less than 1% to 19% of the pool, with the top ten loans
representing 70% of the pool. The pool contains four loans with
investment grade credit estimates that represent 45% of the pool.
Ten loans, representing 8% of the pool, have defeased and are
collateralized with U.S. Government securities.

Sixteen loans, representing 8% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of 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, resulting in an
aggregate realized loss of $10.3 million (11% loss severity
overall). Of the liquidated loans, two loans (with a loss severity
greater than 1%) have an overall loss severity of 82%. Nine loans,
representing 6% of the pool, are currently in special servicing.
The master servicer has recognized an aggregate $14.0 million
appraisal reduction for six of the specially serviced loans.
Moody's has estimated an aggregate $16.9 million loss (38%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 4% of the pool and has estimated a
$4.3 million aggregate loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with partial and full year 2010 and partial
year 2011 operating results for 78% and 32% of the pool's non-
defeased and non-specially serviced loans, respectively. Excluding
specially serviced and troubled loans, Moody's weighted average
LTV is 81% compared to 82% at Moody's prior review. Moody's net
cash flow reflects a weighted average haircut of 14% 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 1.51X and 1.29X, respectively, compared to
1.66X and 1.28X 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 GIC Office
Portfolio Loan ($144.9 million -- 18.8% of the pool), which is a
pari-passu interest in a $676.1 million first mortgage loan. The
loan is secured by a portfolio of 12 office properties located in
seven states and totaling 6.4 million square feet (SF). The
largest geographic concentrations are Illinois (39%), Pennsylvania
(17%) and California (12%). The portfolio was 87% leased as of
December 2010 compared to 90% as of December 2009. Property
performance has declined due to decreased rental income. The
portfolio is also encumbered by a $120.7 million B Note. The loan
had a 60-month interest only period and is amortizing on a 360-
month schedule maturing in January 2014. Moody's current credit
estimate and stressed DSCR are Baa3 and 1.44X, respectively,
compared to Baa3 and 1.45X at Moody's last review.

The second loan with a credit estimate is the Somerset Collection
Loan ($125.5 million -- 16.3% of the pool), which is a pari-passu
interest in a $251.0 million first mortgage loan. The loan is
secured by a 1.4 million SF regional mall located in Troy,
Michigan. The center is the dominant mall in its trade area and is
anchored by Macy's, Nordstrom, Saks Fifth Avenue and Neiman
Marcus. The mall was 99% leased as of July 2011 compared to 97% at
last review. The property is also encumbered by a B-Note which is
held outside the trust. The loan is interest only for its entire
10-year term. Property performance is stable. Moody's credit
estimate and stressed DSCR are A1 and 1.52X, respectively,
compared to A1 and 1.51X at last review.

The third loan with a credit estimate is the Ruppert Yorkville
Towers Loan ($39.4 million -- 5.1% of the pool), which is secured
by 825-unit multifamily high-rise complex located on the Upper
East Side of Manhattan. The complex was completed in 1975 and
converted to a condominium structure in 2003. The collateral for
the loan includes 432 unsold residential units, unsold storage
units and 53,810 SF of commercial space. The unsold units are
either vacant, occupied by market rate tenants or occupied by pre-
conversion tenants at below market rental rates. Moody's credit
estimate is Aaa, the same as at last review.

The fourth loan with a credit estimate is the Farmers Market Loan
($39.4 million -- 5.1% of the pool), which is secured by a 228,339
SF mixed-use retail and office property built in 1940 (renovated
in 2002) located in Los Angeles, California. The property was 98%
leased as of June 2011, the same as at last review. Property
performance has improved due to a decline in operating expenses.
Moody's credit estimate and stressed DSCR are Aa3 and 1.93X,
respectively, compared to Aa3 and 1.83X at last review.

The top three performing conduit loans represent 19% of the pool
balance. The largest loan is the Maritime Plaza I and II Loan
($68.5 million -- 8.9% of the pool), which is secured by two
office buildings (totaling 345,736 SF) located in the Capitol Hill
submarket of Washington, D.C. The property was 95% leased as of
March 2011 compared to 100% at last review. The largest tenant is
Computer Sciences Corporation (37% of the NRA; lease expirations
in 2013 and 2014). Performance is stable. Moody's LTV and stressed
DSCR are 74% and 1.31X, respectively, compared to 75% and 1.31X at
the last review.

The second largest loan is the 280 Metro Center Loan
($42.3 million -- 5.5% of the pool), which is secured by a
213,757 SF anchored retail center located in Colma, California
(approximately 10 miles south of San Francisco). The center is
anchored by Marshalls and Nordstrom rack and shadow-anchored by
Home Depot, Best Buy and Joann's Fabrics. The property was 98%
leased as of July 2011 compared to 99% at last review. Performance
has improved due to a decline in operating expenses. Moody's LTV
and stressed DSCR are 82% and 1.19X, respectively, compared to 85%
and 1.15X at last review.

The third largest loan is the Torrance Town Center Loan
($32.5 million -- 4.2% of the pool), which is secured by a
259,476 SF anchored retail center located in Torrance, California.
The center is anchored by Kohl's (37% of the NRA; lease expiration
in January 2024). As of October 2011, the center was 100% leased
compared to 99% at last review. Moody's LTV and stressed DSCR are
79% and 1.26X, respectively, compared to 82% and 1.22X at last
review.


LB-UBS 2005-C2: Moody's Lowers Rating of Cl. D Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed eleven classes of LB-UBS Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C2:

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Dec 17, 2010
Confirmed at Aaa (sf)

Cl. A-J, Downgraded to Aa3 (sf); previously on Nov 3, 2011 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to A2 (sf); previously on Nov 3, 2011 Aa2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Baa2 (sf); previously on Nov 3, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ba1 (sf); previously on Nov 3, 2011 Baa1 (sf)
Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Caa1 (sf); previously on Nov 3, 2011 Ba3 (sf)
Placed Under Review for Possible Downgrade

Cl. F, Downgraded to Caa2 (sf); previously on Nov 3, 2011 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. G, Downgraded to Caa3 (sf); previously on Nov 3, 2011 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. H, Downgraded to Ca (sf); previously on Nov 3, 2011 Caa3 (sf)
Placed Under Review for Possible Downgrade

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

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

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

Cl. M, Affirmed at C (sf); previously on Oct 13, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Oct 13, 2010 Downgraded
to C (sf)

Cl. X-CL, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

Cl. X-CP, Affirmed at Aaa (sf); previously on Apr 25, 2005
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The downgrades were due to an increase in interest shortfalls,
increased loan size concentration and loss expectations for two
largest troubled exposures in the pool. Moody's current analysis
reflects a higher projected loss for The Woodbury Office Portfolio
Loans ($219.4 million; 18.2% of the pool) and the Park 80 West
Loan ($100.0 million; 8.3% of the pool) than at the last review.

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on 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
10.0% of the current balance. At last review, Moody's cumulative
base expected loss was 9.9%. Moody's stressed scenario loss is
18.6% 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.
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.

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 13 compared to 15 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.2 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 December 17, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 38% to
$1.21 billion from $1.94 billion at securitization. The
Certificates are collateralized by 86 mortgage loans ranging in
size from less than 1% to 17% of the pool, with the top ten loans
representing 66% of the pool. The pool contains three loans with
investment grade credit estimates, representing 19% of the pool,
and four loans that have been fully defeased by US Government
securities, representing 6% of the pool.

Twenty-nine loans, representing 41% 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.

Twelve loans have been liquidated from the pool, resulting in a
realized loss of $35.9 million (17% loss severity). Currently
sixteen loans, representing 26% of the pool, are in special
servicing. The largest exposure in special servicing consists of
two cross collateralized and cross defaulted A-Notes titled The
Woodbury Office Portfolio I & II -- A-Notes ($140.0 million --
11.6% of the pool), which are secured by 32 Class B office
properties located in Woodbury, New York. In January 2010, the
original first mortgage loans were transferred to special
servicing at the borrower's request to facilitate a loan
modification. The loan modification closed in August 2011 and
called for the cross collateralization and cross default of the
original first mortgages (which were not originally crossed), a
subsequent split into an A/B Note structure, an extension of the
maturity date to December 2015, a $10.0 million investment by the
borrower and an additional future investment by the borrower of
$11.0 million. The equity contributed by the borrower at closing
and the equity to be contributed at a future date accrues a 15%
annual compounded return. The two cross-collateralized and cross-
defaulted B-Notes totalling $79.4 million were returned to the
master servicer in October 2011. The recovery of the outstanding
principal balance and accrued interest of the B-Note is
subordinate to the recovery of the principal and interest due to
the A-Note, the $21.0 million of equity contributed by the
borrower and the 15% return on the contributed equity. Moody's is
not currently estimating a loss for the Woodbury Office Portfolio
I & II - A-Note. Moody's has estimated a significant loss on the B
notes, which are identified as troubled loans.

The remaining 15 specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $36.8 million loss
for 12 of the specially serviced loans (25% expected loss on
average).

Moody's has assumed a high default probability for seven poorly
performing loans representing 9% of the pool and has estimated an
aggregate $69.4 million loss (69% expected loss based on a 87%
probability default) from these 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 97%, compared to 96% at the 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
9.1%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.48X and 1.05X, respectively, compared to
1.47X and 1.14X 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.

Three credit estimates represent 19% of the pool. The largest
loan with a credit estimate is the 909 Third Avenue Loan
($203.9 million -- 16.9% of the pool), which is secured by
a 1.3 million square foot (SF) office building located in
midtown Manhattan. The building was 90% leased as of December
2010 compared to 88% at last review. The property's financial
performance in 2010 deteriorated significantly from the prior
year due to rent abatements from new leases and lease renewals of
existing tenants. However, the abatements ended in the first half
of 2011 and the property is now performing in-line with the prior
review. Moody's current credit estimate and stressed DSCR are Baa3
and 1.02X, respectively, the same as the prior review.

The second loan with a credit estimate is the 895 Broadway Loan
($13.6 million -- 1.1% of the pool), which is secured by a 72,000
SF mixed use building located in the East Midtown South submarket
of New York City. The property is 100% leased to three tenants,
the same as at last review. The largest tenant is the Equinox
Fitness Center, which leases 53% of the property. The leases for
all three tenants expire in December 2014. Property performance
improved in 2010 due to an increase in rental revenue and
amortization. Moody's analysis incorporated higher than market
vacancy rate to account for the significant tenancy risk in 2014
but that only partially offsets the benefits of an increase in
revenue and amortization. Moody's current credit estimate and
stressed DSCR are A2 and 1.84X, respectively, compared to A3 and
1.72X at last review.

The third loan with a credit estimate is the Hartz Fee Loan
($13.5 million -- 1.1% of the pool), which is secured by a leased
fee interest in land located in Secaucus, New Jersey. The land
is improved with two limited service hotels and a single tenant
retail building. At securitization the retail building was leased
to Linen N'Things but it is now leased to Raymours Furniture
Compancy. Moody's current credit estimate and stressed DSCR are
A2 and 1.33X, respectively, the same as at last review.

The top three conduit loans represent 17% of the pool. The largest
loan is the Civica Office Commons Loan ($113.5 million -- 9.4% of
the pool), which is secured by a 305,835 SF office building
complex located in Bellevue, Washington. The complex was 95%
leased as of June 2011, the same as at last review. The largest
tenant is Wells Fargo Bank (Moody's senior unsecured rating -- A2;
Outlook - Negative), which leases 24% of the property through June
2018. The loan is interest only for its entire term. Property
financial performance deteriorated significantly in 2010 due to
rent abatements from lease renewals during the year. The rent
abatements ended in the first half of 2011 and the tenants have
begun paying rent. Moody's analysis incorporated the income from
the new leases. Moody's LTV and stressed DSCR are 114% and 0.85X,
respectively, compared to 112% and 0.87X at last review.

The second largest loan is the Ridgmar Mall Loan ($56.7 million --
4.7% of the pool), which is secured by the 400,000 SF in-line
portion of a 1.3 million SF retail mall located in Fort Worth,
Texas. The property is anchored by JC Penney, Macy's, Neiman
Marcus, Sears and Dillards. The loan originally matured in April
2010 but the loan was modified to extend its maturity date to
April 2012. As of July 2011, the property was 95% leased, which is
the same as the prior review and securitization. Performance
deteriorated slightly in 2010 from the prior year due to lower
lease rates and expense recoveries. Moody's LTV and stressed DSCR
are 89% and 1.12X, respectively, compared to 86% and 1.17X at last
review.

The third largest conduit loan is the Leavitt Portfolio Loan
($33.4 million -- 2.8% of the pool), which is secured by a
portfolio consisting of a mix of industrial, retail and hotel
properties located in Seattle, Washington. As of June 2011, the
non-hotel portion of the portfolio was 82% leased, compared to 76%
in December 2010. The retail and industrial properties had been
100% occupied as recently as December 2009 but a significant
portion of the tenant base did not renew their leases upon
expiration in 2010. Moody's LTV and stressed DSCR are 112% and
0.87X, respectively, compared to 79% and 1.24X at last review.


LBSBS 2006-1: S&P Lowers Rating on Class N1 Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of notes from LBSBC NIM Co.'s series 2006-1, 2006-3, and
2007-1. "At the same time, we affirmed our ratings on 10 other
classes from these transactions and from two others," S&P related.

Net interest margin (NIM) securitizations are transactions backed
by excess spread and prepayment penalty payments from the
corresponding underlying transactions. The NIM securities from the
LBSBC NIM Co. trusts each hold two classes of asset-backed pass-
through certificates: the class X subordinate certificates and the
class P certificates previously issued by the underlying
transactions, five Lehman Bros. Small Balance Commercial Mortgage
Trusts. The class X certificates entitle certificateholders to
receive excess cash flow (if any) generated by the loans and pass-
through certificates each month after transaction expenses and
required distributions to each class of rated certificates in the
underlying certificates have been paid. The class P certificates
entitle certificateholders to receive certain prepayment
penalties associated with the mortgage loans in the underlying
transactions.

Because of increased delinquencies in the collateral backing the
underlying transactions, the underlying transactions continue to
trap excess cash flow instead of passing it on to the NIM trusts.
As a result, the NIM transactions currently rely solely on
prepayment penalties and reserve funds to make their interest
payments. Depending on individual loan seasoning and performance,
the availability of future prepayment penalty funds could be
significantly reduced. These series have received very few
prepayment penalties, if any, over the past six months.

Most of the series have been paying interest on the senior classes
from their reserve accounts and intermittent prepayment penalties.
However, the reserve account balances for all series are below
their initial nine-month interest levels. The reserve account
balances for series 2006-1, 2006-3, and 2007-1 are at zero.
Currently, the reserve account for series 2007-3 has sufficient
funds to make only one month of interest payments if it receives
no further prepayment penalties. The reserve account for series
2006-2 has insufficient funds to make one full month's interest
payment.

"Because of ongoing collateral deterioration within the underlying
transactions, the downgraded tranches have, in our view, little
realistic prospects of repayment, and many are unlikely to receive
any future principal payments," S&P said.

The ratings differential between the securitizations reflects a
combination of the funds in the reserve accounts, the amount of
monthly interest due, and the frequency of prepayment penalties.
Future prepayment penalties could extend the life of the NIM
securitizations and large prepayment penalties have the ability to
return these transactions' reserve accounts to their initial
nine-month funding requirements.

Cash flow from the class X certificates may not resume in the near
future if the underlying transactions' delinquencies remain at
their current levels. The underlying Lehman Bros. Small Balance
Commercial Mortgage Trusts' delinquencies would have to diminish
significantly, and their reserve accounts, currently at zero,
would have to reach their target levels before the excess spread
from these transactions passes on to the NIM trusts.

"If the performance of the underlying transactions continues to
squeeze the NIM securitizations' cash flows and the NIM
securitizations' credit enhancement deteriorates, we may take
further negative rating actions," S&P said.

Ratings Lowered

LBSBC NIM Co. 2006-1
$26 million net interest margin securities series 2006-1
                 Rating
Class       To           From
N1          CCC- (sf)    CCC+ (sf)

LBSBC NIM Co. 2006-3
$29 million net interest margin securities series 2006-3
                 Rating
Class       To           From
N2          D (sf)       CC (sf)
N3          D (sf)       CC (sf)

LBSBC NIM Co. 2007-1
$25 million net interest margin securities series 2007-1
                 Rating
Class       To           From
N2          D (sf)       CC (sf)
N3          D (sf)       CC (sf)

Ratings Affirmed

LBSBC NIM Co. 2006-1
$26 million net interest margin securities series 2006-1

Class       Rating
N2          CC (sf)
N3          CC (sf)

LBSBC NIM Co. 2006-2
$28 million net interest margin securities series 2006-2

Class       Rating
N1          CCC- (sf)
N2          CC (sf)
N3          CC (sf)

LBSBC NIM Co. 2006-3
$29 million net interest margin securities series 2006-3

Class        Rating
N1           D (sf)

LBSBC NIM Co. 2007-1
$25 million net interest margin securities series 2007-1

Class        Rating
N1           D (sf)

LBSBC NIM Co. 2007-3
$39 million net interest margin securities series 2007-3

Class       Rating
N1          CCC- (sf)
N2          CC (sf)
N3          CC (sf)


MARATHON REAL: Moody's Affirms Cl. E Notes Rating at 'Ba3'
----------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
Marathon Real Estate CDO 2006-1, Ltd. 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 is:

Cl. A-1, Affirmed at Aaa (sf); previously on Mar 19, 2009
Confirmed at Aaa (sf)

Cl. A-2, Affirmed at Aa2 (sf); previously on Mar 19, 2009
Downgraded to Aa2 (sf)

Cl. B, Affirmed at A1 (sf); previously on Mar 19, 2009 Downgraded
to A1 (sf)

Cl. C, Affirmed at Baa1 (sf); previously on Mar 19, 2009
Downgraded to Baa1 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Dec 1, 2010 Downgraded
to Baa3 (sf)

Cl. E, Affirmed at Ba1 (sf); previously on Dec 1, 2010 Downgraded
to Ba1 (sf)

Cl. F, Affirmed at Ba3 (sf); previously on Dec 1, 2010 Downgraded
to Ba3 (sf)

Cl. G, Affirmed at B2 (sf); previously on Dec 1, 2010 Downgraded
to B2 (sf)

Cl. H, Affirmed at Caa1 (sf); previously on Dec 1, 2010 Downgraded
to Caa1 (sf)

Cl. J, Affirmed at Caa2 (sf); previously on Dec 1, 2010 Downgraded
to Caa2 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Dec 1, 2010 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

Marathon Real Estate CDO 2006-1, Ltd. is a static (the
Reinvestment Period ended in May 2011) cash CRE CDO. As of the
October 19, 2011 Trustee report, the transaction is backed by a
portfolio of whole loans (40.3% of the pool balance), commercial
mortgage backed securities (CMBS) (22.3%), B-Notes (14.7%), CRE
CDO debt (10.6%), mezzanine loans (4.9%), asset baced securities
(ABS) (2.5%), Rake bond (0.6%), and other (4.1%). The aggregate
Note balance of the transaction, including Preferred Shares, has
decreased to $987.2 million from $1 billion at issuance, due to
approximately $12.8 million in full amortization to the Class A-1
Notes. There are no losses to the transaction and the transaction
is passing all of its par value and interest coverage ratio tests.

There are three assets with a par balance of $23.7 million (2.2%
of the current pool balance) that are considered Defaulted
Securities as of the October 19, 2011 Trustee report, compared to
four assets (5.8% of the pool balance) at last review.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated credit estimates for the non-Moody's rated
collateral. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. Moody's modeled a bottom-
dollar WARF of 4,686 compared to 4,996 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (4.8% compared to 9.9% at last review), A1-A3
(11.9% compared to 5.4% at last review), Baa1-Baa3 (9.2% compared
to 11.3% at last review), Ba1-Ba3 (7.3% compared to 8.0% at last
review), B1-B3 (10.9% compared to 6.9% at last review), and Caa1-C
(55.9% compared to 58.5% 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 4.8 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
34.7% compared to 34.0% 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 6.4% compared to 6.6% 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
34.7% to 24.7% or up to 44.7% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
6 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.


MF-CFC COMM: Fitch Downgrades Rating on Nine Note Classes
---------------------------------------------------------
Fitch Ratings downgrades nine classes of ML-CFC Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2007-5.

The downgrades reflect an increase in Fitch modeled losses across
the pool. Fitch modeled losses of 15.7% of the original pool
(including losses of 1.4% incurred to date), compared to 12.9%
modeled at the previous rating action.  This is predominantly due
to updated valuations of specially serviced loans, many of which
experienced declines in cash flow over the past year.  There are
currently 24 specially serviced loans (30.5%) in the pool.

As of the October 2011 distribution date, the pool's aggregate
principal balance was $4.2 billion, down from $4.42 billion at
issuance.  There are no defeased loans.  There are cumulative
interest shortfalls in the amount of $25.5 million currently
affecting classes B through Q.

Fitch has identified 88 loans (45.16%) as Fitch Loans of Concern,
which includes 24 specially serviced loans (30.5%).  The Negative
Rating Outlooks on the AM classes reflect the uncertainty of
valuations on the recently transferred specially serviced loans as
well as the final resolution of Peter Cooper Village/Stuyvesant
Town (PCV/ST).

The largest contributor to losses was Peter Cooper
Village/Stuyvesant Town (PCV/ST) (19.04%), which comprises 56
multi-story buildings, situated on 80 acres, and includes a total
of 11,227 apartments.  The loan transferred to special servicing
in November 2009 and is currently real estate owned (REO).
Property performance continues to be below what is needed to
service the debt; however, the securitized loan balance per unit
($267,213) is low relative to other NYC multifamily properties.
The most recent servicer-reported debt service coverage ratio
(DSCR) is 0.63x and occupancy is 95% as of December 2010.

The second largest contributor to losses was HAS Memphis
Industrial Portfolio (1.59%), which transferred to special
servicing in September 2010 for imminent monetary default. The
loan is secured by 15 office/flex/industrial properties with over
1.5 million square feet disbursed across three industrial parks in
Memphis, TN. Foreclosure occurred in October 2011.

Fitch downgrades and revises Outlooks on these classes as
indicated:

  -- $341.7 million class AM to 'BBBsf' from 'AAsf'; Outlook to
     Negative from Stable;

  -- $100 million class AM-FL to 'BBBsf' from 'AAsf'; Outlook to
     Negative from Stable;

  -- $211.5 million class AJ to 'CCCsf/RR1' from 'B-sf'.

  -- $175 million class AJ-FL to 'CCCsf/RR1' from 'B-sf'.

  -- $77.3 million class D to 'CCsf/RR1' from 'CCCsf/RR2'

  -- $38.6 million class E to 'CCsf/RR1' from 'CCCsf/RR6'

  -- $55.2 million class F to 'Csf/RR1' from 'CCsf/RR6'

  -- $49.7 million class G to 'Csf/RR6' from 'CCsf/RR6'
  -- $49.7 million class H to 'Csf/RR6' from 'CCsf/RR6'

In addition, Fitch affirms these classes:

  -- $39.3 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $21.7 million class A-2FL at 'AAAsf'; Outlook Stable;
  -- $15.5 million class A-2FX at 'AAAsf'; Outlook Stable;
  -- $153.4 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $187.1 million class A-SB at 'AAAsf'; Outlook Stable;
  -- $1.09 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $245 million class A-4FL at 'AAAsf'; Outlook Stable;
  -- $1.19 billion class A-1A at 'AAAsf'; Outlook Stable;
  -- $77.3 million class B at 'CCCsf/RR1';
  -- $33.1 million class C at 'CCCsf/RR1';
  -- $16.6 million class J at 'Csf/RR6';
  -- $11 million class K at 'Csf/RR6';
  -- $11 million class L at 'Csf/RR6';
  -- $3.9 million class N at 'Dsf/RR6'.

Fitch does not rate class M, P, and Q. Class A-1 is paid in full.
The rating on class X was previously withdrawn.


MILL CREEK: Moody's Gives (P) Ba3 (sf) Rating to Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to notes to be issued by Mill Creek CLO, Ltd. (the "Issuer" or
"Mill Creek CLO"):

US$178,000,000 Class A Senior Secured Floating Rate Notes due
January 2022 (the "Class A Notes"), Assigned (P) Aaa (sf); and

US$10,500,000 Class E Secured Deferrable Floating Rate Notes due
January 2022 (the "Class E Notes," and together with the Class A
Notes, the "Notes"), Assigned (P) Ba3 (sf).

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the Notes address the expected
losses posed to noteholders. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of loans, the
transaction's legal structure, and the characteristics of the
underlying assets.

Mill Creek CLO is a managed cash flow CLO. The issued notes are
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, bonds and
senior secured notes. The underlying collateral pool is expected
to be 85% ramped up as of the closing date.

40|86 Advisors, Inc. will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage
in trading activity during the transaction's three-year
reinvestment period, including discretionary trading. Thereafter,
sales of securities that are defaulted, credit improved, or credit
risk are allowed but purchases of additional collateral
obligations are not permitted.

In addition to the Class A Notes and Class E Notes rated by
Moody's, the Issuer will issue four other tranches, including
subordinated notes. In accordance with the respective priority of
payments, interest and principal will be paid to the Class A Notes
prior to the other classes of notes. The transaction incorporates
interest and par coverage tests which, if triggered, divert
interest and principal proceeds to pay down the rated notes in
order of seniority.

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

Par amount of $270,000,000

Diversity of 45

WARF of 2300

Weighted Average Spread of 3.15%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 44.0%

Weighted Average Life of 8.5 years.

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

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

Moody's WARF + 15% (2645)

Class A Notes: -1

Class E Notes: -1

Moody's WARF +30% (2990)

Class A Notes: -1

Class E 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 6, 2009.

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.


MIRAMAX LLC: S&P Gives 'BB' Rating on Class B Asset-Backed Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Miramax LLC's $550 million series 2011-1 film library
asset-backed notes class A And B.

The note issuance is an asset-backed securitization backed by the
rights to the intellectual property (including distribution
rights) and film materials relating to a portfolio of 700 films
and 14 TV series, mini-series, specials, and shorts (the film
portfolio), as well as rights in over 240 books and 300
development projects.

The preliminary ratings are based on information as of Nov. 16,
2011. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

    The transaction's legal and payment structure;

    The expected amount of cash flow to be derived from the
    exploitation (or marketing) of the film portfolio (the
    collateral) in various distribution channels during the term
    of the transaction;

    The credit enhancement available in the form of over
    collateralization and subordination of the class B notes;

    The likelihood that timely interest and ultimate principal
    payments will be made on or before the legal final maturity
    date;

    Miramax Film NY LLC's (Miramax's or the manager's) ability to
    exploit (or market) the film portfolio;

    The interest reserve account, which requires a minimum balance
    of three months interest on the initial principal amount of
    the notes (the minimum balance) and will increase to six
    months interest on the outstanding amount of the class A and B
    notes, if greater than the minimum balance; and

    Certain contingent debt service and collateral protection
    advances made by the servicer.

Preliminary Ratings Assigned
Miramax LLC - Series 2011-1

Class       Rating          Amount
                          (mil. $)
A           BBB (sf)        400.00
B           BB (sf)         150.00


MORGAN STANLEY: Moody's Lowers Rating of $14.75MM Notes to 'Ca'
---------------------------------------------------------------
Moody's Investors Service announced these rating action on Morgan
Stanley Managed ACES SPC AB SCDO Series 2007-20, a collateralized
debt obligation transaction.

The CSO, issued in 2007, references a portfolio of corporate
bonds.

Issuer: Morgan Stanley Managed ACES SPC AB SCDO Series 2007-20

   -- US$14,750,000 Class I SrA Secured Floating Rate Notes due
      2017, Downgraded to Ca; previously on Feb 13, 2009
      Downgraded to Caa3

RATING RATIONALE

Moody's rating action is the result of the deterioration of
subordination in the portfolio due to credit events. Since
inception, the portfolio has experienced 14 credit events. There
have been 6 additional credit events since the last rating action
in February 2009. Currently, the rated tranche has .66% of
remaining subordination. In addition the transaction is exposed to
Residential Capital LLC and PMI Group, Inc., rated Ca and C
respectively, although neither entity has experienced a credit
event.

The 10-year weighted average rating factor (WARF) of the reference
portfolio has improved due to the removal of low rated entities
that have experienced credit events. Currently, in the reference
portfolio there are 17 entities with a negative outlook compared
to 9 entities with a positive outlook, and 9 entities on watch for
downgrade compared to one on watch for upgrade.

The remaining life of the tranche is 5.5 years.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are given in terms
of the number of notches' difference versus the base case, where
higher notches correspond to lower expected losses, and vice-
versa:

* Market Implied Ratings ("MIRs") are modeled in place of the
  corporate fundamental ratings to derive the default probability
  of the reference entities in the portfolio. The gap between an
  MIR and a Moody's corporate fundamental rating is an indicator
  of the extent of the divergence in credit view between Moody's
  and the market. The result of this run is comparable to the one
  modeled under the base case.

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

The principal methodology used in these ratings was "Moody's
Approach to Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM v2.8.

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

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate Synthetic
Obligations", key model inputs used by Moody's in its analysis may
be different from the manager/arranger's reported numbers. In
particular, rating assumptions for all publicly rated corporate
credits in the underlying portfolio have been adjusted for "Review
for Possible Downgrade", "Review for Possible Upgrade", or
"Negative Outlook".

Moody's does not run a separate loss and cash flow analysis other
than the one already done by the CDOROM model. For a description
of the analysis, refer to the methodology and the CDOROM user's
guide on Moody's website.

Moody's analysis of CSOs is subject to uncertainties, the primary
sources of which include complexity, governance and leverage.
Although the CDOROM model captures many of the dynamics of the
Corporate CSO structure, it remains a simplification of the
complex reality. Of greatest concern are (a) variations over time
in default rates for instruments with a given rating, (b)
variations in recovery rates for instruments with particular
seniority/security characteristics and (c) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Similarly on the legal/structural side, the legal analysis
although typically based in part on opinions (and sometimes
interpretations) of legal experts at the time of issuance, is
still subject to potential changes in law, case law and the
interpretations of courts and (in some cases) regulatory
authorities. The performance of this CSO is also dependent on on-
going decisions made by one or several parties, including the
Manager and the Trustee. Although the impact of these decisions is
mitigated by structural constraints, anticipating the quality of
these decisions necessarily introduces some level of uncertainty
in our assumptions. Given the tranched nature of CSO liabilities,
rating transitions in the reference pool may have leveraged rating
implications for the ratings of the CSO liabilities, thus leading
to a high degree of volatility. All else being equal, the
volatility is likely to be higher for more junior or thinner
liabilities.

The base case scenario modeled fits into the central macroeconomic
scenario predicted by Moody's of a sluggish recovery scenario in
the corporate universe. Should macroeconomics conditions evolve,
the CSO ratings will change to reflect the new economic
conditions.


MRU STUDENT: S&P Cuts Rating on Class B Notes From 'CCC-' to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, and B notes issued by MRU Student Loan Trust 2007-
A.

The class B downgrade reflects the high likelihood, in our
opinion, that the transaction will breach its class B interest
reprioritization trigger, which will prevent the class B note from
receiving its timely interest payments. The class A downgrades
reflect the fact that the class A-1 and class A-2 notes may not
receive their full principals payment at their legal final
maturity date.

                           Credit Enhancement

Each rated class has remaining credit enhancement provided by the
subordination of other classes and a small reserve account
(minimum of $854,000 and the total outstanding note balance).
However, the transaction cannot use the funds in the reserve
account to pay interest owed to class B if a class B interest
reprioritization trigger has occurred.

                        Transaction Performance

"As we expected, the transaction has continued to realize high
level of defaults as more loans in the pool have entered repayment
over the past two years during a very difficult economic
environment. The collateral pool has a low number of loans that
are actively repaying (the loans that are currently in in-school,
grace, deferment, forbearance, or 30-plus day delinquency status).
Cash flow from the assets is constrained due to the high level of
defaults and loans not in active repayment. At the same time, the
transaction is required to pay a high cost of funds due to failed
auctions on its class A and class B auction rate notes, which
generally pay the lower of 16%, the net loan rate, or LIBOR
plus 3.50%; the class C pays LIBOR plus 2.25%. As a result of
increasing defaults, an elevated number of loans that are not
making payments, and a high cost of funds, credit enhancement
continues to deteriorate. We believe the transaction is using
principal payments to bridge the gap between the interest payments
received from the assets and the interest being paid on the notes,
which is causing credit enhancement to decline. We do not expect
the auction rate market to return in the near future; accordingly,
we expect the cost of funds to remain high and for credit
enhancement to deteriorate as the transaction uses principal
collections to cover required interest payments. Although various
economic scenarios could occur before this deal reaches its legal
final maturity (approximately 30 years), we do not believe an
economic recovery will be able to compensate for the negative
impact that the high cost of funds, due to failed auctions, will
have on this structure," S&P said.

                        Structural Details

Because the transaction is breaching certain triggers, it will
pay principal pro rata to the class A-1 and A-2 noteholders
until they are paid in full and then sequentially to the class B
and C noteholders until they are paid in full. When one of the
transaction's parity-based triggers is breached on a subordinate
class, the deal uses available funds in its payment waterfall to
make principal payments to the more senior noteholders before
paying interest to the class that breached its test. "When the
deal breaches an interest reprioritization trigger, we believe the
prioritized principal amount owed to senior noteholders will
consume any remaining available funds, causing interest shortfalls
to the affected subordinate classes. For example, class A
noteholders will be owed a prioritized principal amount before
any interest is paid to class B noteholders if either (1) the
cumulative default trigger exceeds 12% and the sum of the assets
divided by the class A and B note balance is less than 90% or
(2) the class A note balance exceeds the assets. The specific
definitions for the assets and note balances are as defined in
the indenture. Similarly, the most senior noteholders will be owed
a prioritized principal amount senior to any payments of class C
interest if certain default and/or parity-based tests are
breached," S&P said.

Ratings Lowered

MRU Student Loan Trust 2007-A
            Rating
Class   To          From
A-1     CCC+ (sf)   BB- (sf)
A-2     CCC+ (sf)   BB- (sf)
B       CC (sf)     CCC- (sf)


MSC 2007-TOP25: Moody's Lowers Rating of Cl. A-J Notes to Ba3 (sf)
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes,
confirmed three classes and affirmed 14 classes of Morgan Stanley
Commercial Mortgage Pass-Through Certificates, Series 2007-TOP25:

Cl. A-1, Affirmed at Aaa (sf); previously on Feb 2, 2007
Definitive Rating Assigned Aaa (sf)

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

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

Cl. A-3, Affirmed at Aaa (sf); previously on Feb 2, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Feb 2, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to A1 (sf); previously on Oct 27, 2011 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Ba3 (sf); previously on Oct 27, 2011 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Caa1 (sf); previously on Oct 27, 2011 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Caa2 (sf); previously on Oct 27, 2011 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Confirmed at Caa3 (sf); previously on Oct 27, 2011 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. E, Confirmed at Ca (sf); previously on Oct 27, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Ca (sf); previously on Oct 27, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

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

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

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

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

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

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

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

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

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

RATINGS RATIONALE

The downgrades are due to higher expected losses for the pool
resulting from realized and anticipated losses from specially
serviced and troubled loans. The affirmations 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 classes are sufficient to maintain their current
ratings.

On October 27, 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
9.3% of the current balance. At last review, Moody's cumulative
base expected loss was 7.6%. Moody's stressed scenario loss is
19.9% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

Primary sources of assumption 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 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
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 50 compared to 52 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 18, 2010.

DEAL PERFORMANCE

As of the October 12, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 5% to $1.48 billion
from $1.55 billion at securitization. The Certificates are
collateralized by 197 mortgage loans ranging in size from less
than 1% to 6% of the pool, with the top ten non-defeased loans
representing 38% of the pool. The pool contains four loans with
credit estimates, representing 4% of the pool.

Fifty-four loans, representing 26% 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.

Four loans have been liquidated from the pool, resulting in a
realized loss of $10.5 million (75.8% loss severity). Currently
six loans, representing 6% of the pool, are in special servicing.
The largest specially serviced loan is the Village Square Loan
($59 million -- 4.0% of the pool), which is secured by a 238,000
square foot (SF) mixed use office and retail property located in
Las Vegas Nevada. The loan was transferred to special servicing in
February 2009 due to payment default and is now is real estate
owned (REO). The property is under contract for sale with an
anticipated closing date of mid November. The remaining five
specially serviced loans are secured by a mix of property types.
Moody's has estimated an aggregate $59.1 million loss (73%
expected loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for 24 poorly
performing loans representing 18% of the pool and has estimated a
$42.6 million aggregate loss (16.4% expected loss based on a 33%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 97%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 102% compared to 91% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 10.8% 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 1.47X and 1.08X, respectively, compared to
1.72X and 1.22X 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 London NYC Hotel
Land Interest Loan ($27 million -- 1.8% of the pool), which is
secured by the ground lease under the 564-room London NYC Hotel
situated on West 54th Street in New York City. The loan is
interest-only for the entire 10 year term and matures in November
2016. Moody's current credit estimate and stressed DSCR are Aaa
and 2.71X, respectively, compared to Aaa and 2.71X at last review.

The second loan with a credit estimate is the 24 Fifth Avenue Coop
Loan ($15.5 million -- 1.0% of the pool), which is secured by a
419-unit Class A residential coop building located on lower Fifth
Avenue in New York City. The loan is interest only for the entire
term. Despite the stable occupancy, the overall performance has
declined due to a 43% increase in property taxes since 2008.
Moody's current credit estimate and stressed DSCR are Aaa and
2.70X, respectively, compared to Aaa and 3.29X at last review.

The top three performing conduit loans represent 16% of the pool
balance. The largest loan is the Mount Pleasant Towne Centre Loan
($95.2 million -- 6.4% of the pool), which is secured by a 443,000
SF regional outdoor mall located in Mount Pleasant South Carolina,
which is just outside of Charleston. The mall is anchored by Belk,
and the largest tenants include Bed Bath and Beyond, Old Navy,
Barns and Noble, and Consolidated theaters. The loan is interest
only throughout the term and matures in 2016. As of December 2010,
the property was 93% leased compared to 90% at last review.
Moody's LTV and stressed DSCR are 135% and 0.68X, respectively,
compared to 139% and 0.68X at last review.

The second largest conduit loan is the Four Seasons Hotel Loan
($72.0 million -- 4.9% of the pool), which is secured by a 285-
room luxury hotel located in Los Angeles, California. The loan is
interest only throughout the term and matures in 2016. The
performance has declined significantly since 2008 due to low
occupancy and general decline in the hotel market. Moody's has
classifed this loan as a troubled loan due to our concerns about
its performance. Moody's LTV and stressed DSCR are 168% and 0.67X,
respectively, compared to 81% and 1.34X at last review.

The third largest conduit loan is the Shoppes at Park Place Loan
($71 million -- 4.8% of the pool), which is secured by a 325,000
SF foot regional outdoor mall located in Pinellas Park Florida,
about 15 miles west of Tampa Florida. The mall is shadow anchored
by Target and Home Depot. The property was 100% leased as of
December 2010 compared to 98% at last review. The loan is interest
only throughout the term and matures in 2017. The property's
performance has remained stable over the life of the loan. Moody's
LTV and stressed DSCR are 130% and 0.75X, respectively, compared
to 132% and 0.76X at last review.


MSC 2007-XLF9: Moody's Lowers Rating of Cl. E Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes,
confirmed one class and affirmed five classes of Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-XLF9. Moody's rating action is:

Cl. A-1, Affirmed at Aaa (sf); previously on Sep 4, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Downgraded to A1 (sf); previously on Nov 3, 2011 Aa3 (sf)
Placed Under Review for Possible Downgrade

Cl. B, Downgraded to A3 (sf); previously on Nov 3, 2011 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Baa2 (sf); previously on Nov 3, 2011 A3 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Baa3 (sf); previously on Nov 3, 2011 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Ba2 (sf); previously on Nov 3, 2011 Baa2 (sf)
Placed Under Review for Possible Downgrade

Cl. F, Downgraded to B1 (sf); previously on Nov 3, 2011 Ba1 (sf)
Placed Under Review for Possible Downgrade

Cl. G, Downgraded to B3 (sf); previously on Nov 3, 2011 Ba3 (sf)
Placed Under Review for Possible Downgrade

Cl. H, Downgraded to Caa1 (sf); previously on Nov 3, 2011 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. J, Downgraded to Caa2 (sf); previously on Nov 3, 2011 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. K, Confirmed at Caa3 (sf); previously on Nov 3, 2011 Caa3 (sf)
Placed Under Review for Possible Downgrade

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

Cl. X, Affirmed at Aaa (sf); previously on Sep 4, 2007 Assigned
Aaa (sf)

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

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

RATINGS RATIONALE

The downgrades were due to the deterioration in performance of
assets in the trust, the higher expected loss for the Reunion
Land loan (2%) and the refinancing risk associated with loans
approaching maturity in an adverse environment. The affirmations
are due to key parameters, including Moody's loan to value (LTV)
ratio and Moody's stressed debt service coverage ratio (DSCR),
remaining within acceptable ranges.

Moody's placed ten classes on review for possible downgrade on
November 2, 2011. This action concludes Moody's review.

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

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

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

Moody's review incorporated the use of the excel-based CMBS Large
Loan Model v 8.2 which is used for both large loan and single
borrower transactions. 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. The model also incorporates a supplementary tool to
allow for the testing of the credit support at various rating
levels. The scenario or "blow-up" analysis tests the credit
support for a rating assuming that all loans in the pool default
with an average loss severity that is commensurate with the rating
level being tested. Moody's ratings are determined by a committee
process that considers both quantitative and qualitative factors.
Therefore, the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 17, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 16% to $1.1 billion
from $1.3 billion at securitization. The Certificates are
collateralized by 12 floating-rate mortgage loans ranging in size
from 2% to 36% of the pool.

The pool has not experienced losses to date. As of the October
remittance report, interest shortfalls totaled $74,749 to Class L
and $107,822 to rake Class N-RND. Interest shortfalls are caused
by special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

There are currently four loans in special servicing (8.6% of
pooled balance) which are the Westchester Marriott loan (3%), the
Reunion Land loan (2%), the Hyatt Place Portfolio loan (2%), and
Belltell Lofts loan (2%). The Westchester Marriott loan is in the
process of negotiating a modification. The Hyatt Place Portfolio
loan has been in special servicing since February 2010 and the
borrower has filed for bankruptcy. The Belltell Lofts loan is
collateralized by residential condominium and has paid down 84%
since securitization. The loan is approaching the February 2012
maturity.

The Reunion Land loan was collateralized by approximately 430
acres of land plus a private 18-hole Traditions golf course of a
2,225 acre master planned community known as Reunion Resort,
located in Orlando, Florida. However, the collateral has been sold
for $1.5 million and 25% of the future net proceeds of the sale of
the land. Though the collateral for the Reunion Land loan has been
sold, the note will remain in the trust as a Hope Note through
2015. The loan will incur interest shortfalls for debt service so
long as the notes are outstanding. Moody's credit estimate is C,
the same as last review. Non-pooled Classes M-RND and N-RND are
secured by the junior portion of the Reunion Land Development
loan.

Moody's weighed average pooled loan to value (LTV) ratio is 127%
compared to 106% at last review and 66% at securitization. Moody's
pooled stressed DSCR is 1.07X, compared to 1.30X at last review
and 1.58X at securitization.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 5, compared to 6 at last review.

The largest loan, MSREF Resort Portfolio loan ($381.5 million; 36%
of the pooled trust balance) is secured by a portfolio comprised
of three resort hotels totaling 2,532 rooms. Two of the
properties, JW Marriott Grand Lakes and the Ritz-Carlton Grand
Lakes, are located in Orlando, Florida on the same 325 acre
grounds and represent 57% of the loan by allocated balance. The
third property, the JW Marriott Desert Ridge is located in
Phoenix, Arizona and represents 43% of the loan by allocated
balance. Revenue per Available Room (RevPAR) for the portfolio has
decreased to $132.34 which lowered the 2010 net cash flow (NCF)
14% compared to the 2009 NCF. Moody's pooled LTV is 98% and
stressed DSCR is 1.14X. Moody's current credit estimate is Caa3,
compared to Ba2 at last review.

The second largest loan is the 14 Wall Street loan
($145.0 million; 14% of the pooled trust balance) which is
secured by a 37-story office building in downtown Manhattan
directly across the street from the New York Stock Exchange. The
total collateral square footage is 1,009,806 SF consisting of
985,106 SF of office space and 24,700 SF of retail space, which
includes an Equinox fitness club. Per the June 2011 rent roll, the
property was 75% leased, the same as last review and up from 64%
at securitization. Though the net cash flow for the property has
increased, it has not achieved the upside that was anticipated at
securitization. Moody's pooled LTV is 83% and stressed DSCR is
1.17X. Moody's current credit estimate is Ba3, the same as last
review.

The third largest loan is the 500 West Monroe loan
($140.0 million; 13% of the pooled trust balance), which is
secured by a 46-story, class A office building in Chicago's West
Loop office market. The property consists of 950,286 SF of office
space and 13,533 SF of retail space and is located one block from
both the Ogilvie Transportation Center and Union Station. The
Property has the largest in-building parking structure in Chicago.
Per the October 2011 rent roll, the property was 66% occupied,
similar to last review and down from 92% at securitization. The
property's net cash flow has deteriorated since securitization.
Moody's pooled LTV over 100% and stressed DSCR is 0.82X. Moody's
current credit estimate is C, the same as last review.


NATIONAL COLLEGIATE: S&P Puts 'CCC' Ratings on 2 Classes on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 92
classes of notes and certificates from 20 First Marblehead-related
transactions (14 owner trust, one master trust, and five grantor
trust transactions) issued between 2002 and 2007 on CreditWatch
with negative implications.

"The CreditWatch placements reflect the higher than we expected
pace of realized defaults in each monthly period since we
downgraded 107 classes across the same 20 First Marblehead
transactions on March 31, 2010. The current rating actions exclude
classes that we have either downgraded to 'D (sf)' or have paid
off since March 31, 2010," S&P related.

As of the October 2011 distribution date, cumulative gross
defaults, as a percentage of the respective cumulative repayment
balances, ranged between 16.74% and 21.21%, compared with
cumulative defaults ranging between 12.81% and 18.88% as of the
October 2010 distribution date. "Because of the faster pace that
defaults are being realized, total parity for all classes in each
transaction is lower than what we expected at this point in the
life of each of the transactions. As of the October 2011
distribution date, total parity ranged between 83.86% and 91.16,
while senior parity ranged between 84.82% and 114.90%," S&P said.

"We believe the weak economic backdrop, including the bleak state
of the job market, have continued to result in higher student loan
default rates. As a result, the performance of First Marblehead
transactions has continued to decline," S&P related.

Standard & Poor's will continue its review of the performance of
the underlying loan products that comprise the receivables backing
these trusts in order to assess each class' available credit
enhancement relative to remaining default expectations. "We will
then take any further rating actions that we consider appropriate
in resolution of the CreditWatch placement," S&P said.

Ratings Placed On CreditWatch Negative

National Collegiate Student Loan Trust 2003-1
               Rating
Class       To                       From
A-6         B-(sf)/Watch Neg         B-(sf)
A-7         B-(sf)/Watch Neg         B-(sf)
B-1         CCC(sf)/Watch Neg        CCC(sf)
B-2         CCC(sf)/Watch Neg        CCC(sf)

National Collegiate Student Loan Trust 2004-1
                 Rating
Class       To                       From
A-2         B-(sf)/Watch Neg         B-(sf)
A-3         B-(sf)/Watch Neg         B-(sf)
A-4         B-(sf)/Watch Neg         B-(sf)
B-1 ARC     CCC(sf)/Watch Neg        CCC(sf)
B-2 ARC     CCC(sf)/Watch Neg        CCC(sf)

National Collegiate Student Loan Trust 2004-2
                 Rating
Class       To                       From
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2005-1
               Rating
Class       To                       From
A-3         BB(sf)/Watch Neg         BB(sf)
A-4         BB(sf)/Watch Neg         BB(sf)
B           B-(sf)/Watch Neg         B-(sf)

National Collegiate Student Loan Trust 2005-2
                 Rating
Class       To                       From
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2005-3
                 Rating
Class       To                       From
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2006-1
                 Rating
Class       To                       From
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
A-5         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2006-2
               Rating
Class       To                       From
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2006-3
                Rating
Class       To                       From
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
A-5         BBB(sf)/Watch Neg        BBB(sf)
B           BB(sf)/Watch Neg         BB(sf)

National Collegiate Student Loan Trust 2006-4
                 Rating
Class       To                       From
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           BB(sf)/Watch Neg         BB(sf)

National Collegiate Student Loan Trust 2007-1
                 Rating
Class       To                       From
A-1         BBB(sf)/Watch Neg        BBB(sf)
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2007-2
                Rating
Class       To                       From
A-1         BBB(sf)/Watch Neg        BBB(sf)
A-2         BBB(sf)/Watch Neg        BBB(sf)
A-3         BBB(sf)/Watch Neg        BBB(sf)
A-4         BBB(sf)/Watch Neg        BBB(sf)
B           BB(sf)/Watch Neg         BB(sf)
C           B(sf)/Watch Neg          B(sf)

National Collegiate Student Loan Trust 2007-3
               Rating
Class       To                       From
A-2-AR-2    B-(sf)/Watch Neg         B-(sf)
A-2-AR-3    B-(sf)/Watch Neg         B-(sf)
A-2-AR-4    B-(sf)/Watch Neg         B-(sf)
A-3-L       B-(sf)/Watch Neg         B-(sf)
A-3-AR-1    B-(sf)/Watch Neg         B-(sf)
A-3-AR-2    B-(sf)/Watch Neg         B-(sf)
A-3-AR-3    B-(sf)/Watch Neg         B-(sf)
A-3-AR-4    B-(sf)/Watch Neg         B-(sf)
A-3-AR-5    B-(sf)/Watch Neg         B-(sf)
A-3-AR-6    B-(sf)/Watch Neg         B-(sf)
A-3-AR-7    B-(sf)/Watch Neg         B-(sf)

National Collegiate Student Loan Trust 2007-4
               Rating
Class       To                       From
A-2-AR-2    B-(sf)/Watch Neg         B-(sf)
A-2-AR-3    B-(sf)/Watch Neg         B-(sf)
A-2-AR-4    B-(sf)/Watch Neg         B-(sf)
A-3-L       B-(sf)/Watch Neg         B-(sf)
A-3-AR-1    B-(sf)/Watch Neg         B-(sf)
A-3-AR-2    B-(sf)/Watch Neg         B-(sf)
A-3-AR-3    B-(sf)/Watch Neg         B-(sf)
A-3-AR-4    B-(sf)/Watch Neg         B-(sf)
A-3-AR-5    B-(sf)/Watch Neg         B-(sf)
A-3-AR-6    B-(sf)/Watch Neg         B-(sf)
A-3-AR-7    B-(sf)/Watch Neg         B-(sf)

National Collegiate Master Student Loan Trust I
               Rating
Class       To                       From
2002-AR-8   A-(sf)/Watch Neg         A-(sf)
2002-AR-9   BBB+(sf)/Watch Neg       BBB+(sf)
2002-AR-10  BBB(sf)/Watch Neg        BBB(sf)
2003-AR-11  BB-(sf)/Watch Neg        BB-(sf)
2003-AR-12  B(sf)/Watch Neg          B(sf)
2003-AR-13  CCC+(sf)/Watch Neg       CCC+(sf)
2003-AR-14  CCC(sf)/Watch Neg        CCC(sf)
2005-AR-15  CCC(sf)/Watch Neg        CCC(sf)
2005-AR-16  CCC(sf)/Watch Neg        CCC(sf)

NCF Grantor Trust 2004-1
Series 2004-GT1
                 Rating
Class       To                       From
A-1         B-(sf)/Watch Neg         B-(sf)
A-2         B-(sf)/Watch Neg         B-(sf)

NCF Grantor Trust 2004-2
                 Rating
Class       To                       From
A-5-1       BBB(sf)/Watch Neg        BBB(sf)
A-5-2       BBB(sf)/Watch Neg        BBB(sf)

NCF Grantor Trust 2005-1
                 Rating
Class       To                       From
A-5-1       BB(sf)/Watch Neg         BB(sf)
A-5-2       BB(sf)/Watch Neg         BB(sf)

NCF Grantor Trust 2005-2
                 Rating
Class       To                       From
A-5-1       BBB(sf)/Watch Neg        BBB(sf)
A-5-2       BBB(sf)/Watch Neg        BBB(sf)

NCF Grantor Trust 2005-3
                Rating
Class       To                       From
A-5-1       BBB(sf)/Watch Neg        BBB(sf)
A-5-2       BBB(sf)/Watch Neg        BBB(sf


PARTS STUDENT: Moody's Lowers Rating of Cl. B Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by PARTS Student Loan Trust 2007-CT1, administered by Deutsche
International Corporate Services (Delaware) LLC and serviced by
the Pennsylvania Higher Education Assistance Agency. Access Group,
Inc. is the servicing administrator. The underlying collateral
consists of private credit student loans that are not guaranteed
or reinsured under the Federal Family Education Loan Program
(FFELP) or any other federal student loan program.

Issuer: PARTS Student Loan Trust 2007-CT1

Cl. A, Downgraded to Baa3 (sf); previously on Aug 11, 2011 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Caa1 (sf); previously on Aug 11, 2011 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to C (sf); previously on Aug 11, 2011 B3 (sf)
Placed Under Review for Possible Downgrade

RATINGS RATIONALE

The downgrade was prompted by deterioration in the collateral
performance as demonstrated by higher than expected defaults and
declining parity levels (i.e. the ratio of total assets to total
liabilities). Higher quarterly defaults contributed to Moody's
increase of the expected lifetime net losses to 23.2% of the
original pool balance from 20.0% as of the last rating action in
March 2009.

As of the latest reporting date of July 31, 2011, the cumulative
defaults were approximately 13.5% of the original pool balance,
which is significantly higher than previously expected. As a
result of high defaults, total parity was approximately 89.9%.
Although the balance of the 60+ day delinquent loans was fairly
low, at approximately 1.2% of the loans in active repayment, the
combined balance of loans in deferment and forbearance was 24.9%.
The accrued and capitalized interest on the loans in deferment and
forbearance will increase borrower indebtedness and could lead to
additional delinquencies and defaults.

We also note that Moody's previous rating action on March 2, 2009,
was partially based on the amount of credit enhancement presented
by the predecessor servicing administrator, Student Loan Xpress,
Inc., in the October 2008 servicing report. Moody's subsequently
learned that credit enhancement was calculated incorrectly by the
servicing administrator. Specifically, Total Parity stated in the
October 2008 servicing report was 97.5%. However, this calculation
was based on a pool balance that incorrectly included Claims in
Process, i.e., defaulted loans submitted to the guarantors (TERI
and Lutheran Education Assistance Resource Network) for
reimbursement. A correct calculation of Total Parity, i.e., not
including Claims in Process in the pool balance, would indicate
Total Parity of 95.5%. Had the October 2008 servicing report
presented a correct calculation of Total Parity, Moody's likely
would have assigned lower ratings to all three classes of notes on
March 2, 2009.

In addition, the administrator has corrected a mistake in the
allocation of available funds. As noted in Moody's August 11, 2011
announcement, the transaction documents called for principal
allocation between classes A, B and C to be switched from
sequential to pro-rata on the Stepdown date, which occurred on the
May 2010 distribution date. As of August 11th, the administrator
had not directed the trustee to make the change in the allocation
of available funds, and principal payments continued on a
sequential basis. This has been corrected, and the servicing
reports have been restated to reflect the change.

Available credit enhancement includes overcollateralization, cash
account, subordination, and excess spread. Significant structural
features include subordinate note interest triggers, subordinate
note principal triggers, turbo triggers, and specified reserve
fund balance. Senior notes in the trusts benefit from subordinate
note interest triggers, which can redirect interest payments on
the subordinate notes to principal payments on the senior notes.

The principal methodologies used in these rating actions were
"Moody's Approach to Rating U.S. Private Student Loan-Backed
Securities" rating methodology, published in January, 2010, and
"Moody's Approach to Rating Structured Finance Securities in
Default" rating methodology, published in November 2009. Other
methodologies and factors that may have been considered in the
process of rating this issue can also be found on Moody's website.

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

Primary sources of uncertainty are the weak economic environment
and the high unemployment rate, which adversely impacts the
income-generating ability of the borrowers. Lower income levels
will effectively force increasing amounts of borrowers into
delinquency and default across all loan types.


RHODE ISLAND: Fitch Affirms Low-B Rating on Two Note Classes
------------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative and affirmed
all notes issued by Rhode Island Student Loan Authority, 1993
Master Trust (RISLA).  The Rating Outlook is Stable.

Fitch placed RISLA on Rating Watch Negative on Sept. 27, 2011 due
to concerns regarding tax-exempt auction rate securities exposure
for student loan transactions.  For additional details, refer to
'Fitch Places 16 U.S. Student Loan ABS Trust on Rating Watch
Negative' dated Sept. 27, 2011.

The trust will be paid off on the next distribution date (Dec. 1,
2011), due to the refinancing of the 1993 master trust on Oct. 6,
2011.  Currently the trust has enough cash to pay off the notes.
As a result Fitch has removed the Rating Watch Negative on RISLA.

Fitch has removed from Rating Watch Negative and affirmed these
bonds:

RISLA 1993 Master Trust

  -- 1994 series A at 'AAA'; Outlook Stable;
  -- 1994 series B at 'AAA'; Outlook Stable;
  -- 1995 series A at 'AAA'; Outlook Stable;
  -- 1994 series II at 'BB'; Outlook Stable;
  -- 1995 series III at 'BB'; Outlook Stable.


ROCK 1: Moody's Affirms Cl. B Notes Rating at Ba1 (sf)
------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
ROCK 1 -- CRE CDO 2006, Ltd. 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 actions:

Cl. A-1, Affirmed at Aa1 (sf); previously on Dec 9, 2010
Downgraded to Aa1 (sf)

Cl. A-2, Affirmed at Baa1 (sf); previously on Apr 7, 2009
Downgraded to Baa1 (sf)

Cl. B, Affirmed at Ba1 (sf); previously on Apr 7, 2009 Downgraded
to Ba1 (sf)

Cl. C, Affirmed at B2 (sf); previously on Apr 7, 2009 Downgraded
to B2 (sf)

Cl. D, Affirmed at B3 (sf); previously on Apr 7, 2009 Downgraded
to B3 (sf)

Cl. E, Affirmed at Caa1 (sf); previously on Apr 7, 2009 Downgraded
to Caa1 (sf)

Cl. F, Affirmed at Caa2 (sf); previously on Apr 7, 2009 Downgraded
to Caa2 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Apr 7, 2009 Downgraded
to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. M, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

Cl. O, Affirmed at Caa3 (sf); previously on Apr 7, 2009 Downgraded
to Caa3 (sf)

RATINGS RATIONALE

ROCK 1 -- CRE CDO 2006, Ltd. is a revolving (the reinvestment
period ends in December, 2012) CRE CDO. As of the October 12, 2011
Trustee report, the transaction is backed by a portfolio of whole
loans (67.5% of the pool balance), commercial mortgage backed
securities (CMBS) (19.6%), and CRE CDOs (12.9%). The aggregate
Note balance of the transaction, including preferred shares, has
decreased to $320.0 million from $500.0 million at issuance, due
to a special amortization pro-rata condition which reduced the
balances of all rated classes. The transaction is passing all its
par value coverage and interest coverage ratio tests.

There are two assets with a par balance of $25.8 million (8.0% of
the current pool balance) that are considered Defaulted Securities
as of the October 12, 2011 Trustee report, compared to four assets
with a par balance of $34.3 million (8.2% of the pool balance) at
last review. Moody's expects low to moderate losses to realize
from this collateral.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO
pool. Moody's has updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled
a bottom-dollar WARF of 3,784 compared to 4,940 at last review.
The distribution of current ratings and credit estimates is
as follows: Aaa- Aa3 (16.7% compared to 5.8% at last review),
Baa1-Baa3 (7.1% compared to 0.0% at last review), Ba1-Ba3 (2.6%
compared to 3.0% at last review), B1-B3 (3.2% compared to 3.5% at
last review), and Caa1-C (70.4% compared to 87.7% 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 8.0 years compared
to 10.0 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
52.7% compared to 53.4% 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 11.9% compared to 9.1% 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
52.7% to 42.7% or up to 62.7% would result in average rating
movement on the rated tranches of 0 to 5 notches downward and 0 to
6 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.


SEAWALL SPC: S&P Lowers Rating on Series 2008 Notes to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
from Seawall SPC's series 2008 CMBS CDO-9, a U.S. synthetic
collateralized debt obligation (CDO) transaction.

"Our rating on Seawall SPC's series 2008 CMBS CDO-9 is weak-linked
to our ratings on the underlying commercial mortgage backed
securities (CMBS) collateral. We lowered our rating on the U.S.
synthetic CDO tranche in conjunction with our rating actions that
affected the related CMBS tranches that back this note," S&P said.

Rating Action

Seawall SPC
Series 2008 CMBS CDO-9
                 Rating
Class        To         From
Notes        CCC (sf)   B+ (sf)


SIERRA TIMESHARE: Fitch Puts Rating on $30 Mil. Notes at 'BBsf'
---------------------------------------------------------------
Fitch Ratings assigns ratings to Sierra Timeshare 2011-3
Receivables Funding LLC (Sierra 2011-3). The Rating Outlook is
Stable for all classes of notes.

Fitch has taken these rating actions:

Sierra Timeshare 2011-3 Receivables Funding LLC:

  -- $223,410,000 Class A vacation timeshare loan-backed notes
     'Asf'; Outlook Stable;

  -- $46,280,000 Class B vacation timeshare loan-backed notes
     'BBBsf'; Outlook Stable;

  -- $30,310,000 Class C vacation timeshare loan-backed notes
     'BBsf'; Outlook Stable.

Fitch's stress and rating sensitivity analysis are discussed in
the presale report titled 'Sierra Timeshare 2011-3 Receivables
Funding LLC,' dated Nov. 2, 2011.


SIERRA TIMESHARE: Gives 'BB' Rating on Class C Asset-Backed Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Sierra
Timeshare 2011-3 Receivables Funding LLC's $300 million vacation
timeshare loan-backed notes.

The note issuance is a securitization of vacation ownership
interval (timeshare) loans.

"The ratings reflect our opinion of the credit enhancement
available in the form of subordination, overcollateralization, a
reserve account, and available excess spread. Our ratings also
reflect our view of Wyndham Consumer Finance Inc.'s servicing
ability and experience in the timeshare market," S&P said.

           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/1111241.pdf

Ratings Assigned
Sierra Timeshare 2011-3 Receivables Funding LLC

Class         Rating       Amount (mil. $)
A             A (sf)                223.41
B             BBB (sf)               46.28
C             BB (sf)                30.31


WACHOVIA BANK: S&P Lowers Ratings on 4 Classes of Certs. to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage-backed securities (CMBS) from
Wachovia Bank Commercial Mortgage Trust's series 2005-C22. "In
addition, we affirmed our ratings on seven other classes from the
same transaction," S&P said.

"Our rating actions primarily reflect our analysis of the
transaction using our U.S. CMBS conduit/fusion criteria,
the deal structure, and the liquidity available to the trust.
The downgrades of the mezzanine classes also reflect credit
support erosion that we anticipate will occur upon the eventual
resolution of 14 ($387.4 million, 16.5%) of the transaction's
17 ($450.9 million, 19.2%) specially serviced assets. We also
considered the monthly interest shortfalls that are affecting
the trust and the potential for additional interest shortfalls
associated with loan modifications and/or revised appraisal
reduction amounts (ARAs) on the specially serviced assets. We
lowered our ratings on the class E, F, G and H certificates to
'D (sf)' because we expect interest shortfalls to continue and
believe the accumulated interest shortfalls will remain
outstanding for the foreseeable future," S&P said.

"Our analysis included a review of the credit characteristics of
all of the assets in the pool. Using servicer-provided financial
information, we calculated an adjusted debt service coverage (DSC)
of 1.60x and a loan-to-value (LTV) ratio of 101.3% for the trust
collateral. We further stressed the loans' cash flows under our
'AAA' scenario to yield a weighted average DSC of 0.98x and LTV of
130.8%. The implied defaults and loss severity under the 'AAA'
scenario were 83.6% and 33.6%. All of the DSC and LTV calculations
we noted above exclude 14 ($387.4 million, 16.5%) of the
transaction's 17 ($450.9 million, 19.2%) specially serviced assets
and the partially defeased portion of one loan ($10.7 million,
0.5%). We separately estimated losses for the 14 specially
serviced assets and included them in our 'AAA' scenario implied
default and loss figures," S&P stated.

As of the October 2011 trustee remittance report, the trust
experienced monthly interest shortfalls totaling $935,470,
related to appraisal subordinate entitlement reduction (ASER)
amounts ($789,108), special servicing fees ($90,053), and
deferred interest due to loan modifications ($56,309). "The
interest shortfalls affected all classes subordinate to and
including class E. Classes E, F, G, and H have had accumulated
interest shortfalls outstanding between one and 11 months, and we
expect the accumulated interest shortfalls to remain outstanding
for the foreseeable future. Consequently, we lowered our ratings
on these classes to 'D (sf)'," S&P related.

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

                     Credit Considerations

As of the October 2011 remittance report, 17 ($450.9 million,
19.2%) assets in the pool were with the special servicer,
CWCapital Asset Management LLC. The reported payment status
of the specially serviced assets is: five ($93.8 million, 4.0%)
are real estate-owned (REO); five ($197.6 million, 8.4%) are
in foreclosure; four ($96.0 million, 4.1%) are 90-plus-days
delinquent; and three ($63.5 million, 2.7%) are current in their
payments. Fourteen of the specially serviced assets have appraisal
reduction amounts (ARAs) in effect totaling $190.2 million. "We
estimated losses for 14 of the 17 specially serviced assets,
arriving at a weighted-average loss severity of 51.8%," S&P
related.

The largest specially serviced asset (and the second-largest loan
in the transaction) is The Westin Casuarina Hotel & Spa loan
($146.0 million, 6.2%). The loan is secured by an 826-room, 16-
story hotel located less than two blocks east of The Strip in Las
Vegas. The loan was transferred to the special servicer in March
2010. The loan was reported as being in foreclosure. As of
December 2010, reported DSC and occupancy were 0.45x and 74.6%.
There is a $72.3 million ARA in effect against the asset. "We
expect a significant loss upon the eventual resolution of this
asset," S&P said.

The Birtcher Phoenix Pool, Kyrene Corporate Center, and Dreamy
Draw Office Plaza comprise a $50.5 million (2.2%) cross-
collateralized/cross-defaulted loans and is the second-largest
specially serviced asset (ninth-largest asset in the pool). The
loan exposure is secured by six office properties comprising
378,621 sq. ft. in Arizona. The loans were transferred to the
special servicer in March 2011 due to monetary default. The loans
were reported as 90-plus days delinquent. As of December 2010, the
consolidated reported DSC was 0.99x. There is a $21.7 million ARA
in effect against the loan exposure. "We expect a significant loss
upon the eventual resolution of this asset," S&P related.

The Eagle Ridge Mall loan ($45.5 million, 1.9%) is the third-
largest specially serviced asset (10th-largest loan in the pool).
The loan is secured by a 508,976-sq.-ft. retail property in Lake
Wales, Fla. The loan was transferred to the special servicer in
April 2009 due to the borrower filing Chapter 11 Bankruptcy. The
loan was reported as 90-plus-days delinquent. Reported DSC was
0.05x as of December 2010, and reported occupancy was 81.3% as of
June 2011. There is a $38.3 million ARA in effect against the
asset. "We expect a significant loss upon the eventual resolution
of this asset," S&P said.

The remaining 12 specially serviced assets have balances that
individually represent less than 1.5% of the total pool balance.
"We estimated losses for nine of these assets, arriving at a
weighted-average loss severity of 44.5%," S&P related.

                        Transaction Summary

As of the October 2011 remittance report, the collateral pool had
134 loans and five REO assets with an aggregate trust balance of
$2.35 billion, compared with 149 loans and $2.53 billion at
issuance. Excluding defeased loans ($10.7 million, 0.50%), the
master servicer, Wells Fargo Bank N.A., provided financial
information for 96.3% (by balance) in the pool. Approximately
81.4% of the information was either full-year 2010 or interim-2011
data. "We calculated a weighted-average DSC of 1.51x for the loans
in the pool based on the reported figures. Our adjusted DSC and
LTV were 1.60x and 101.3%. Our adjusted figures exclude 14
specially serviced assets for which we estimated losses. Reported
financial information was available for 10 of these assets, and
reflected a weighted-average reported DSC of 0.65x. Fourteen loans
($216.6 million, 9.2%) are on the master servicer's watchlist.
Nineteen loans ($438.7 million, 18.7%) have reported DSC less than
1.10x, 13 ($371.9, 15.8%) of which have reported DSC less than
1.00x," S&P related.

                      Summary of Top 10 Loans

The top 10 loans have an aggregate outstanding balance of $961.9
million (41.0%). As discussed in the CREDIT CONSIDERATIONS
section, the second-, ninth-, and 10th-largest loans are specially
serviced. "Using servicer-reported numbers, we calculated a
weighted-average DSC of 1.86x for the nonspecially serviced top 10
loans. Our adjusted DSC and LTV for these same loans were
1.74x and 97.1%," S&P said.

Three ($22.5 million, 1.0%) of the 19 ($99.4 million, 4.2%)
cross-collateralized/cross-defaulted loans comprising the fifth-
largest loan in the pool appear on the master servicer's
watchlist. The three loans are secured by self-storage properties
located across the U.S. The three loans all appear on the master
servicer's watchlist for low reported DSC. The reported DSCs range
from 0.87x to 1.03x as of June 2011," S&P said.

Standard & Poor's stressed the pool collateral according to its
conduit/fusion criteria. The resultant credit enhancement levels
are consistent with the lowered and affirmed ratings.

Ratings Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C22
            Rating
Class     To           From            Credit enhancement (%)
A-J       BB+ (sf)     BBB (sf)                        14.50
B         BB (sf)      BBB- (sf)                       13.20
C         B+ (sf)      BB+ (sf)                        11.85
D         B- (sf)      BB (sf)                         10.77
E         D (sf)       BB- (sf)                         8.75
F         D (sf)       B+ (sf)                          7.40
G         D (sf)       B- (sf)                          6.19
H         D (sf)       CCC- (sf)                        4.98

Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C22

Class     Rating                  Credit enhancement (%)
A-2       AAA (sf)                                 31.41
A-3       AAA (sf)                                 31.41
A-PB      AAA (sf)                                 31.41
A-4       AAA (sf)                                 31.41
A-1A      AAA (sf)                                 31.41
A-M       A (sf)                                   20.62
IO        AAA (sf)                                   N/A

N/A -- Not applicable.


WBCMT 2006-C25: Moody's Affirms Cl. E Notes Rating at 'Ba1'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 25 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C25:

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-PB1, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-PB2, Affirmed at Aaa (sf); previously on Jul 26, 2006
Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Dec 10, 2010
Confirmed at Aaa (sf)

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

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

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

Cl. D, Affirmed at Baa3 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

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

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

Cl. G, Affirmed at B3 (sf); previously on Dec 10, 2010 Downgraded
to B3 (sf)

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

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

Cl. K, Affirmed at Caa3 (sf); previously on Dec 10, 2010
Downgraded to Caa3 (sf)

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

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

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

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

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

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

Cl. IO, Affirmed at Aaa (sf); previously on Jul 26, 2006
Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. Based on 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
6.3% of the current balance, the same as at last review. Moody's
stressed scenario loss is 18.7% of the current balance. Depending
on the timing of loan payoffs and the severity and timing of
losses from specially serviced loans, the credit enhancement level
for investment grade classes could decline below the current
levels. If future performance materially declines, the expected
level of credit enhancement and the priority in the cash flow
waterfall may be insufficient for the current ratings of these
classes.

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

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Fusion 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 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 29 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 December 10, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 11% to $2.55
billion from $2.86 billion at securitization. The Certificates are
collateralized by 131 mortgage loans ranging in size from less
than 1% to 12% of the pool, with the top ten loans representing
42% of the pool. Three loans, representing 0.5% of the pool, have
defeased and are collateralized with U.S. Government securities.
One loan, representing 1.6% of the pool, has an investment grade
credit estimate. At last full review, the Hilton North Houston
Loan ($32.9 million -- 1.3% of the pool) had an investment grade
credit estimate. Due to declined performance and increased
leverage the loan is now analyzed as part of the conduit pool.

Thirty-one loans, representing 27% 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 since
securitization, resulting in an aggregate $23.1 million loss (41%
loss severity on average). Currently 11 loans, representing 9% of
the pool, are in special servicing. The master servicer has
recognized appraisal reductions totaling $67.3 million for the
specially serviced loans. Moody's has estimated a $95.4 million
loss (41% expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for eight poorly
performing loans representing 4% of the pool. Moody's has
estimated a $17.0 million loss (15% expected loss based on a 30%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 97% and 62%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV for the conduit component is 101% compared to
106% 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 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit component are 1.32X and 1.01X,
respectively, compared 1.27X and 0.97X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the Paramount Building Loan
($39.5 million -- 1.6% of the pool), which is secured by a 639
thousand square foot (SF) office building located in New York
City. The property was 95% leased as of June 2011, the same as at
last review. The loan is interest-only during its entire 10-year
period maturing in April 2016. Moody's current credit estimate and
stressed DSCR are Aaa and 3.21X, respectively, compared to Aaa and
3.17X at last full review.

The top three performing conduit loans represent 26% of the pool.
The largest loan is the Prime Outlets Pool Loan ($299.2 million --
11.7% of the pool), which is a 50.0% participation interest in a
$598.3 million loan secured by ten retail centers located in eight
states, including Texas, Pennsylvania, Florida, and Ohio. The
total gross leasable area is 3.5 million SF. Property performance
remains stable. The loan had a 24-month interest-only period and
is now amortizing on a 360-month schedule maturing in January
2016. Moody's LTV and stressed DSCR are 92% and 1.05X,
respectively, compared to 99% and 0.99X at last full review.

The second largest loan is the Marriott-Chicago Loan
($190.3 million -- 7.5% of the pool), which is secured by a
1,192-room full service hotel located in Chicago, Illinois. The
loan has a non-pooled junior component of $24.5 million. Property
performance has slightly improved since last review, even though
the hotel has been impacted by the downturn in the tourism
industry. The loan is currently on the master servicer's watchlist
due to low DSCR. The loan had a 42-month interest-only period and
is now amortizing on a 360-month schedule maturing in April 2016.
Moody's LTV and stressed DSCR are 106% and 1.07X, respectively,
compared to 115% and 0.99X at last full review.

The third largest loan is the 530 Fifth Avenue Loan
($171.9 million -- 6.7% of the pool), which is secured by a
500 thousand SF office property located in New York City. The
property is also encumbered by a $24.6 million non-trust junior
component and $25 million of mezzanine financing. As of August
2011, the property was 95% leased compared to 89% at last full
review. The loan had a 48-month interest-only period and is now
amortizing on a 360-month schedule maturing in May 2016. Moody's
LTV and stressed DSCR are 109% and 0.84X, respectively, compared
to 103% and 0.89X at last review.


WBCMT 2006-C29: Moody's Affirms Rating of Cl. B Notes at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C29:

Cl. A-2, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. IO, Affirmed at Aaa (sf); previously on Dec 21, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aa2 (sf); previously on Dec 10, 2010
Downgraded to Aa2 (sf)

Cl. A-J, Affirmed at Baa3 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

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

Cl. C, Affirmed at B3 (sf); previously on Dec 10, 2010 Downgraded
to B3 (sf)

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

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

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

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

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

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

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

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

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

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

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

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

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 9.5% of the current balance. At last full review, Moody's
cumulative base expected loss was 8.8%. Moody's stressed scenario
loss is 23.4% of the current balance. Depending on the timing of
loan payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

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

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

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity,
is a primary determinant of pool level diversity and has a
greater impact on senior certificates. Other concentrations and
correlations may be considered in 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 31 compared to 33 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 10, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to
$3.05 billion from $3.37 billion at securitization. The
Certificates are collateralized by 137 mortgage loans ranging in
size from less than 1% to 10% of the pool, with the top ten loans
representing 46% of the pool. The pool includes one loan with
investment grade credit estimate, representing 5% of the pool.

Forty loans, representing 18% 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.

Four loans have been liquidated from the pool since
securitization, resulting in an aggregate $9.3 million loss (37%
loss severity on average). Currently 17 loans, representing 15% of
the pool, are in special servicing. The largest specially serviced
loan is the Renaissance Tower Office Building Loan ($129.0 million
-- 4.2% of the pool), which is secured by 1.7 million square foot
(SF) office building located in Dallas, Texas. The loan was
transferred to special servicing in May 2011 due to imminent
default and is 90+ days delinquent. The property is 61% leased.
The second largest loan in special servicing is the Hilton --
Providence, RI Loan ($49.0 million -- 1.4% of the pool), which is
secured by a 274-room full-service hotel located in Providence,
Rhode Island. This loan was transferred to special servicing in
September 2009 due to imminent default. In May 2011 the loan was
modified into a $25 million A not and a $24 million B note. The
remaining 15 specially serviced loans are secured by a mix of
property types. Moody's has estimated an aggregate $172.4 million
loss (40% expected loss on average) for the specially serviced
loans

Moody's has assumed a high default probability for 20 poorly
performing loans representing 8% of the pool. Moody's has
estimated a $37.7 million loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Based on the most recent remittance statement, Classes E
through Q have experienced cumulative interest shortfalls
totaling $12.4 million compared to $4.9 million at last
review. The servicer has recognized appraisal reductions
totaling $131.7 million on 14 specially serviced loans.
Moody's anticipates that the pool will continue to experience
interest shortfalls because of the high exposure to specially
serviced loans. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.

Moody's was provided with full year 2010 and partial year 2011
operating results for 99% and 86%, respectively, of the performing
pool. Excluding specially serviced and troubled loans, Moody's
weighted average LTV for the conduit pool is 108% compared to 111%
at Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 8% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.1%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs for the conduit pool are 1.47X and 0.95X,
respectively, compared 1.45X and 0.94X 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 International Wholesale
Pool Loan ($161.0 million -- 5.3% of the pool), which is secured
by 13 cross-collateralized and cross-defaulted retail properties
located in Connecticut, Florida, Massachusetts, Mississippi, New
Jersey, New York and North Carolina. The properties were 97%
leased as of March 2011, the same as last review. Performance has
been stable. Moody's current credit estimate and stressed DSCR are
Baa2 and 1.28X, respectively, the same as at last review.

The top three performing conduit loans represent 23% of the pool
balance. The largest loan is the Duke Realty Industrial Pool Loan
($318.9 million -- 10.5% of the pool), which is secured by 27
cross-collateralized and cross-defaulted industrial properties
located in five submarkets in Indiana and Georgia. Property
performance has slightly declined since last review mostly due to
higher expenses. The portfolio was 90% leased as of June 2011
compared to 96% at last review. Moody's LTV and stressed DSCR are
115% and 0.84X, respectively, compared to 109% and 0.89X at
securitization.

The second largest loan is the Syndicate Pool 2 Loan ($234 million
-- 7% of the pool), which is secured by 16 cross-collateralized
and cross-defaulted retail properties located in 12 different
states. The portfolio was 92% leased as of March 2011, essentially
the same as at last review. The portfolio performance has been
stable since last review. Moody's LTV and stressed DSCR are 76%
and 1.28X, respectively, the same as at last review.

The third largest loan is the Westfield Fox Valley Loan
($150 million -- 4.9% of the pool), which is secured by a
1.4 million SF regional mall located in Aurora, Illinois. The
mall is anchored by Sears, Macy's and JC Penney, which are not
part of the collateral. The property was 83% leased as of March
2011 compared to 86% at last review. Performance has declined
since last review due to lower revenues. Moody's LTV and stressed
DSCR are 99% and 0.98X, respectively, compared to 93% and 1.05X at
last review.


WBCMT 2007-C34: Moody's Affirms Rating of Cl. D Notes at B1 (sf)
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2007-C34:

Cl. A-2, Affirmed at Aaa (sf); previously on Nov 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-PB, Affirmed at Aaa (sf); previously on Nov 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Nov 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 27, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aa2 (sf); previously on Dec 10, 2010
Downgraded to Aa2 (sf)

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

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

Cl. C, Affirmed at Baa3 (sf); previously on Dec 10, 2010
Downgraded to Baa3 (sf)

Cl. D, Affirmed at B1 (sf); previously on Dec 10, 2010 Downgraded
to B1 (sf)

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

Cl. F, Affirmed at B3 (sf); previously on Dec 10, 2010 Downgraded
to B3 (sf)

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

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

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

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

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

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

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

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

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

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

Cl. IO, Affirmed at Aaa (sf); previously on Nov 27, 2007
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
7.5% of the current pooled balance, as compared to 8.7% at last
review. Moody's stressed scenario loss is 31% of the current
pooled balance. Depending on the timing of loan payoffs and the
severity and timing of losses from specially serviced loans, the
credit enhancement level for investment grade classes could
decline below the current levels. If future performance materially
declines, the expected level of credit enhancement and the
priority in the cash flow waterfall may be insufficient for the
current ratings of these classes.

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in 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 pool has a Herf of 32 as compared to 26
at last review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST(R) (Moody's Surveillance Trends) and
CMM (Commercial Mortgage Metrics) on Trepp -- and on a periodic
basis through a comprehensive review. Moody's prior full review is
summarized in a press release dated December 10, 2010.

DEAL PERFORMANCE

As of the October 17, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.46 billion
from $1.48 billion at securitization. The Certificates are
collateralized by 113 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
43% of the pool. The pool includes one loan with an investment
grade credit estimate, representing 1% of the pool. The pool does
not contain any defeasanced loans.

Twenty-two loans, representing 30% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC; formerly the Commercial Mortgage
Securities Association) monthly reporting package.

The pool has not experienced any realized losses. Ten loans,
representing 10% of the pool, are currently in special servicing.
The largest specially serviced loan is the 2100 Ross Loan
($61 million -- 4.2%), which is secured by an 844,000 square
foot (SF) office building located in Dallas, Texas. The loan
transferred to special servicing in July 2011. The property was
66% leased as of December 2010 compared to 84% at securitization.

The remaining specially serviced loans are a mix of multifamily,
office, retail and hotel properties. The master servicer has
recognized an aggregate $38 million appraisal reduction for eight
of the specially serviced loans. Moody's estimates an aggregate
loss of approximately $55 million (38% expected loss based on a
95% probability of default) for all of the specially serviced
loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 13% of the pool and has estimated a
$32 million loss (17% 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 92% and 70% of the conduit loans,
respectively. The conduit portion of the pool excludes
specially serviced and troubled loans as well as loans with
credit estimates. Moody's weighted average conduit LTV is 111%
compared to 117% 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 9.6%.

Moody's actual and stressed DSCRs are 1.45X and 1.06X,
respectively, compared to 1.29X and 0.93X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the Greentree Shopping Center
Loan ($10 million -- 0.7% of the pool), which is secured by a
173,000 SF retail center located in Naples, Florida. The property
was 97% leased as of July 2011 compared to 95% at last review.
Property performance is considered strong, but declined recently
due to an increase in operating expenses. Moody's current credit
estimate and stressed DSCR are A2 and 1.64X, respectively,
compared to Aa3 and 1.75X at securitization.

The top three performing conduit loans represent 23% of the pool
balance. The largest loan is the Ashford Hospitality Pool 5 Loan
($158 million -- 10.8% of the pool), which is secured by five
cross-collateralized and cross-defaulted hotels located in
Arizona, New Jersey, North Carolina, Pennsylvania and Texas. Three
of the properties are flagged by Marriott, one is flagged by
Sheraton and one is flagged by Embassy Suites. The portfolio
contains a total of 1,141 rooms. The property is currently on the
watchlist for low DSCR, however, altough performance has improved
since last review. Portfolio revenue per participating room
(RevPAR) for the trailing 12 months ending September experienced a
7.3% year-over-year increase to $92.32 in 2011 from $86.04 in
2010. Moody's LTV and stressed DSCR are 136% and 0.87X,
respectively, compared to 143% and 0.84X at last review.

The second largest loan is the Nestle 94 Pool Loan ($106 million -
- 7.3%), which is secured by three cross-collateralized and
cross-defaulted industrial properties located in California,
Indiana and Pennsylvania. The properties are also encumbered by a
$40.5 million B Note which is held outside of the trust. The
properties are all 100% leased to Nestle (LT Issuer Rating Aa1,
outlook stable). However, Nestle subleases the California property
to Del Monte and subleases the Indiana property to General Mills -
- Exel. The lease and loan term are nearly coterminous as both
expire in 4Q2012. Moody's performed a Lit/Dark analysis to derive
a property value due to the tenant concentration risk. Moody's LTV
and stressed DSCR are 100% and 0.97X, respectively, compared to
95% and 1.02X at last review.

The third largest loan is the Sheraton Park Hotel -- Anaheim, CA
Loan ($65 million -- 4.5% of the pool), which is secured by a 490-
room full-service hotel located in Anaheim, California. The loan
was is special servicing at last review, however, it transferred
back to the master servicer in December 2010. The loan is still
highly levered and Moody's considers this a troubled loan, but
performance has improved since last review. RevPAR for the
trailing 12 months ending September experienced a 8% year-over-
year increase to $82.10 in 2011 from $76.03 in 2010. Moody's LTV
and stressed DSCR are 177% and 0.66X, respectively, compared to
202% and 0.6% at last review.


* S&P Lowers Ratings on 10 Classes of Certificates to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of commercial mortgage pass-through certificates from four
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 10 of these classes to 'D (sf)' because
we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future," S&P said. The 10 classes
have had accumulated interest shortfalls outstanding between three
and 16 months. The recurring interest shortfalls for the
respective certificates are primarily due to one or more of the
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.

Servicers implement ARAs and resulting ASER amounts according to
each transaction's terms. Typically, these terms call for the
automatic implementation of an ARA equal to 25% of the stated
principal balance of a loan when 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 said.

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 16 downgraded classes from the five U.S. CMBS
transactions," S&P said.

                   Asset Securitization Corp. 1997-D4

"We lowered our ratings on the class B-4 and B-5 certificates from
Asset Securitization Corp. 1997-D4. We lowered our rating on class
B-5 to 'D (sf)' due to accumulated interest shortfalls outstanding
for three months. We expect these accumulated interest shortfalls
to remain outstanding for the foreseeable future. The current
interest shortfalls resulted primarily from interest not advanced
($61,557) related to two ($8.0 million, 4.9%) assets that are
currently with the special servicer, C-III Asset Management LLC.
We lowered our rating on class B-4 to 'CCC+ (sf)' due to reduced
liquidity support and the potential for this class to experience
interest shortfalls resulting from the specially serviced assets.
As of the October 2011 trustee remittance report, ARAs totaling
$5.5 million were in effect for the two specially serviced assets.
The reported monthly interest shortfalls totaled $76,058 and have
affected all of the classes subordinate to and including class B-
5," S&P said.

         Cobalt CMBS Commercial Mortgage Trust 2007-C3

"We lowered our ratings on classes G through O from Cobalt CMBS
Commercial Mortgage Trust 2007-C3. We lowered our ratings on
classes H through O to 'D (sf)' to reflect accumulated interest
shortfalls outstanding between four and 16 months, due to ASER
amounts related to nine ($98.0 million, 5.0%) of the 12 assets
($133.5 million, 6.8%) that are currently with the special
servicer, CWCapital Asset Management LLC, as well as special
servicing fees ($37,480). We expect the accumulated interest
shortfalls to remain outstanding for the foreseeable future. We
downgraded class G to 'CCC- (sf)' due to reduced liquidity support
available to this class resulting from the recurring interest
shortfalls. As of the October 2011 trustee remittance report, ARAs
totaling $53.4 million were in effect for nine assets and the
total reported monthly ASER amount was $276,599. The reported
monthly interest shortfalls totaled $314,080 and have affected all
of the classes subordinate to and including class H," S&P said.

              LB-UBS Commercial Mortgage Trust 2005-C7

"We lowered our ratings on the class G, H, J, K, and L
certificates from LB-UBS Commercial Mortgage Trust 2005-C7. We
lowered our rating on class L to 'D (sf)' to reflect accumulated
interest shortfalls outstanding for 16 months due primarily to
ASER amounts related to three ($17.2 million, 0.9%) of the 11
assets ($277.3 million, 14.2%) that are currently with the special
servicer, Midland Loan Services, Inc. (Midland), as well as
special servicing fees ($30,747). We expect this class'
accumulated interest shortfalls to remain outstanding for the
foreseeable future. We lowered our ratings on the class G, H, J,
and K certificates due to reduced liquidity support and the
potential for these classes to experience interest shortfalls
relating to the specially serviced assets. As of the October 2011
trustee remittance report, ARAs totaling $51.0 million were in
effect for eight of the specially serviced assets. The reported
monthly interest shortfalls totaled $67,740 and affected all
classes subordinate to and including class L. Interest recoveries
totaling $615,328 (primarily due to an ASER recovery of $592,604)
were also reflected this month. We expect the interest recoveries
to be nonrecurring," S&P said.

         Mezz Cap Commercial Mortgage Trust 2004-C2

"We lowered our rating on the class B certificates from Mezz Cap
Commercial Mortgage Trust 2004-C2 to 'D (sf)' due to accumulated
interest shortfalls outstanding for 12 months. We expect these
accumulated interest shortfalls to remain outstanding for the
foreseeable future. The current interest shortfalls resulted
primarily from interest not advanced ($94,214) related to the 14
($11.5 million, 29.0%) assets that are currently with the special
servicer, Wachovia Bank N.A. (Wachovia). In terms of reported
payment status, the 14 assets are classified as either 90-plus-
days delinquent, nonperforming matured balloon, foreclosure, or
real estate owned (REO)," S&P said.

The collateral for this transaction consists of subordinate B
notes secured by commercial real estate properties. "It is our
understanding that the master servicer, also Wachovia, has stopped
advancing on all loans that are 30-plus-days delinquent. In
certain instances, the special servicers of the delinquent A notes
have asked Wachovia to remit any debt service payments on
the related B notes to the respective special servicers," S&P
said.

Ratings Lowered

Asset Securitization Corp. 1997-D4
Commercial mortgage pass-through certificates

                              Credit        Reported
          Rating         enhancement   interest shortfalls ($)
Class  To        From            (%)     Current  Accumulated
B-4    CCC+ (sf) B+ (sf)       13.81           0            0
B-5    D    (sf) B- (sf)        5.12      24,233       33,600

Cobalt CMBS Commercial Mortgage Trust 2007-C3
Commercial mortgage pass-through certificates

                              Credit        Reported
          Rating         enhancement   interest shortfalls ($)
G      CCC-(sf)   B-(sf)          4.09         0           0
H      D(sf)      B-(sf)          2.81    73,440     168,504
J      D(sf)      CCC+(sf)        2.43    32,786     131,142
K      D(sf)      CCC+(sf)        2.17    21,857      87,428
L      D(sf)      CCC+(sf)        1.66    43,714     368,237
M      D(sf)      CCC(sf)         1.41    21,857     218,571
N      D(sf)      CCC(sf)         1.28    10,929     109,285
O      D(sf)      CCC(sf)         1.02    21,857     323,944

LB-UBS Commercial Mortgage Trust 2005-C7
Commercial mortgage pass-through certificates

                              Credit        Reported
          Rating         enhancement   interest shortfalls ($)
G      B(sf)      BB-(sf)          3.7         0           0
H      CCC(sf)    B+(sf)           2.8         0           0
J      CCC-(sf)   B(sf)            1.9         0           0
K      CCC- (sf)  CCC (sf)         0.7   (589,124)         0
L      D(sf)      CCC-(sf)         0.25    21,254    563,679

Mezz Cap Commercial Mortgage Trust 2004-C2
Commercial mortgage pass-through certificates
                              Credit        Reported
          Rating         enhancement   interest shortfalls ($)
Class  To        From            (%)     Current  Accumulated
B      D  (sf)   CCC- (sf)     29.90      10,056      116,348

                           *********

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-
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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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