TCR_Public/120325.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, March 25, 2012, Vol. 16, No. 84

                            Headlines

7 WTC 2012: Moody's Rates Class B CMBS Securities '(P)Ba1(sf)'
AMMC CLO IX: S&P Affirms 'BB' Rating on Class E Deferrable Notes
AMMC CLO X: Moody's Assigns 'Ba2' Rating to Class E Notes
AVALON IV: S&P Assigns 'BB' Rating on Class E Deferrable Notes
AVERY POINT: S&P Raises Class E Note Rating From 'BB+'; Off Watch

BCAP LLC: S&P Lowers Ratings on Six re-REMIC Classes to 'D'
CAMULOS LOAN: S&P Raises Rating on E Notes from 'BB'; Off Watch
CARLYLE DAYTONA: S&P Raises Rating on Class B-2L Notes to 'B+'
CENT CDO: S&P Raises Rating on Class E Notes to 'B+'; Off Watch
COA CAERUS: S&P Raises Rating on Class D Notes to 'BB'; Off Watch

COBALT 2007-C3: S&P Cuts Rating on Class F Certificates to 'CCC+'
COMM 2012-LC4: Moody's Assigns 'B2' Rating to Cl. F Certificates
CONNECTICUT VALLEY: S&P Raises Ratings on 2 Classes to 'B'
CPS AUTO 2012-A: S&P Assigns 'B+' Rating on Class D Fixed Notes
CREDIT SWAP MORGAN STANLEY: S&P Lowers Notes Rating to 'D'

CSFB 1998-C2: Moody's Affirms 'C' Rating on Class I Certificates
CSFB 2001-CK1: Moody's Affirms 'C' Ratings on Two Cert. Classes
CSFB 2005-C2: Moody's Cuts Rating on Cl. B Certificates to 'C'
CSFB 2007-TFL2: Moody's Affirms 'C(sf)' Rating on Class E Certs.
DENALI CAPITAL: S&P Raises Rating on Class C Notes From 'BB+'

DLJ 1996-CF1: Moody's Raises Rating on Class B-4 Certs. to 'Ba2'
DRYDEN XXII: S&P Affirms 'BB' Rating on US$12MM Class D Notes
EDUCAP INC: S&P Lowers Rating on Class B Note to 'B'; Off Watch
EMPORIA PREFERRED: S&P Raises Rating on Class D Notes From 'BB+'
E-TRADE ABS: Moody's Cuts Rating on Class A-1 Notes to 'Caa3'

FAIRFIELD 2004-1: Moody's Cuts Ratings on 2 Note Classes to 'Ca'
FIRST INVESTORS 2012-1: DBRS Assigns 'BB' Rating on Class E Notes
FMAC LOAN: Moody's Downgrades Ratings on Two Bonds to 'Ca(sf)'
FULB 1997-C2: Moody's Affirms Rating on Cl. IO Certs. at 'Caa1'
FULB 1998-C2: Moody's Cuts Rating on Class L Certificates to 'C'

GALE FORCE: S&P Raises Rating on Class E Notes from 'B' to 'BB'
GOLDENTREE LOAN: S&P Raises Rating on Class D Notes to 'BB+'
GOLUB CAPITAL 2007-1: S&P Affirms 'BB' Rating on Class E Notes
GRANT GROVE: S&P Affirms Rating on Class E Notes at 'CCC+'
GRAYSTON CLO: S&P Affirms 'CCC-' Rating on Class B-1LB Notes

GREEN LANE: S&P Ups Class C Note Rating From 'BB+'; Off Watch
GSMS 1999-C1: Moody's Confirms 'Caa3' Rating on Class X Notes
GSMS 2011-GC3: Moody's Affirms 'B2(sf)' Rating on F Certificates
GSMS 2011-GC3: DBRS Confirms 'BB' Rating on Class E Securities
GSR MORTGAGE: Moody's Takes Action on $594-Mil. of 2003-2004 RMBS

HARBOR 2006-1: Moody's Affirms 'Caa3' Ratings on 3 Note Classes
HARBOR 2006-2: Moody's Cuts Rating on Class B Notes to 'Caa3'
HARCH CLO II: S&P Affirms CCC- Rating on Class E Notes; Off Watch
HEDGED MUTUAL: S&P Lowers Rating on Class 2007-1 Notes to 'CCC'
HELIOS SERIES: Moody's Raises Rating on $443MM A Notes From 'Ba1'

HILLMARK FUNDING: S&P Ups Class D Notes Rating to 'B+'; Off Watch
ING IM 2012-1: S&P Assigns 'B' Rating on $9MM Class E Notes
JPMC 2000-C9: Moody's Affirms C(sf) Rating on Class J Certificates
JPMCC 2002-CIBC4: Moody's Cuts Rating on G Certificates to 'C'
JPMCC 2004-C1: Moody's Affirms Rating on P Certificates at 'C(sf)'

JPMCC 2005-CIBC12: Moody's Cuts Rating on G Certificates to 'C'
JPMCC 2010-C1: Moody's Affirms B3 Rating on Class H Certificates
LAKESIDE CDO II: Moody's Lowers Rating on $715MM Secured Notes
LB-UBS 2000-C4: Moody's Affirms 'C' Ratings on Two CMBS Classes
LB-UBS 2002-C2: Moody's Affirms 'C' Ratings on Two Cert. Classes

LB-UBS 2003-C8: S&P Affirms 'CCC+' Rating on Class N Certificates
LB-UBS 2004-C7: Moody's Affirms 'C' Ratings on 4 Cert. Classes
LB-UBS 2004-C8: Moody's Affirms C Ratings on Various Certificates
LB-UBS 2005-C1: Moody's Cuts Rating on H Certificates to 'Caa1'
LB-UBS 2006-C6: S&P Lowers Ratings on 3 Certificate Classes to D

MLMT 2005-CKI1: Moody's Affirms C Ratings on 7 Certificate Classes
MORGAN STANLEY: Moody's Affirms 'Caa3' Ratings on Class N Certs.
MORGAN STANLEY: Moody's Affirms 'C' Ratings on Two CMBS Classes
MOUNTAIN VIEW: Moody's Raises Rating on US$13.5MM E Notes to Ba3
MSC 2007-SRR3: Moody's Affirms 'C' Ratings on $130.7MM Securities

MSC 2007-SRR4: Moody's Affirms 'C' Ratings on $32MM Securities
NATIONSLINK FUNDING: S&P Hikes Class H Certificate Rating to 'BB+'
PALISADES CDO: Moody's Cuts Ratings on Four Note Classes to 'C'
PNC 2000-C1: Moody's Affirms 'C' Ratings on Two CMBS Classes
PNC 2001-C1: Moody's Affirms 'C' Ratings on Three Cert. Classes

PRIMUS CLO I: S&P Raises Rating on Class D Notes to BB+; Off Watch
PRUDENTIAL SECURITIES: Moody's Affirms C Rating on Class N Certs.
PSSF 1999-NRF1: Moody's Affirms C Rating on Class K Certificates
RACE POINT V: S&P Affirms 'BB' Rating on $17MM Class E Notes
REPACS TRUST I: Moody's Cuts Rating on US$785MM Debt Units

RFMSI 2003-S12: S&P Lowers Rating on Class B-1 Securities to 'B+'
SANTANDER DRIVE 2012-2: S&P Gives 'BB+' Rating on Class E Notes
SAYBROOK POINT: Moody's Upgrades Rating on US$252MM Notes to 'B3'
SBM7 2000-C3: Moody's Affirms C Ratings on 3 Certificate Classes
OCEAN TRAILS I: S&P Raises Rating on Class D Notes to 'B+'

OCEAN TRAILS II: S&P Raises Rating on Class D Notes to 'B+(sf)'
OCTAGON INVESTMENT XII: Moody's Rates $18MM Class E Notes 'Ba3'
OCTAGON INVESTMENT XII: S&P Rates $18MM Class E Notes 'BB-'
WACHOVIA BANK 2003-C5: S&P Affirms 'B-' Class O Certificate Rating
WACHOVIA BANK 2005: Moody's Affirms Caa2 Ratings on 3 CMBS Classes

WACHOVIA BANK 2006-C23: Moody's Cuts Ratings on 2 CMBS Class to C
WATERFRONT CLO 2007-1: S&P Raises Rating on Class D Notes to 'BB'
VICTORIA FALLS: S&P Affirms 'CCC-' Rating on Class D Notes
* Moody's Says Foreclosure Inventory Timelines Will Increase
* Moody's Says US CMBS Loss Severities Up in 2011 Fourth Quarter

* S&P Lowers Ratings on 57 Classes of 5 RMBS Transactions
* S&P Places 697 Ratings From 97 CRE CDO & re-REMIC Transactions
* S&P Places Ratings on 517 Tranches from 224 CDOs on Watch Neg
* S&P Cuts to 'BB' 8 Classes Ratings From 5 J.C. Penney Deals

                            *********


7 WTC 2012: Moody's Rates Class B CMBS Securities '(P)Ba1(sf)'
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to two
classes of CMBS securities, issued by 7 WTC Depositor, LLC Trust
2012-WTC.

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

Cl. B, Assigned (P)Ba1 (sf)

Ratings Rationale

The debt is structured as two loans totaling approximately $577.8
million secured by a leasehold mortgage on the Property. The
senior debt is comprised of $452.8 million of tax-exempt Liberty
Revenue Refunding Bonds (the "Liberty Loan"). The subordinate debt
is comprised of $125 million of taxable CMBS debt (the "CMBS
Loan", and together with the Liberty Loan, the "Loans"). The
borrower underlying the mortgage is a special-purpose entity
(SPE), 7 World Trade Center II, LLC. The securities referenced
above are collateralized by the CMBS Loan only.

The Loans are secured by the Leasehold Interest in floors 10-52,
along with the building lobby and loading dock (collectively, the
"Property"), of 7 World Trade Center. The Property is indirectly
wholly owned by special purpose entities in turn owned by
Silverstein Properties. 7 World Trade Center is a 52-story
1,728,846 SF Class A office tower located in downtown Manhattan.
The building was constructed in 2006, and was the first LEED gold
certified office building under the new Environmental Standards
Act. The building is located at 250 Greenwich Street, directly
north of the World Trade Center site. The Property is subject to a
ground lease with the Port Authority of New York and New Jersey
(the "Port Authority"). The ground lease expires in 2026 and has
three 20-year renewal options remaining. As of December, 2011, the
Property is 95.2% leased to 28 tenants. Additionally, the Property
sits atop a Con Edison substation that provides power to downtown
Manhattan. The substation is subject to a separate ground lease
with the Port Authority, and Con Edison and the Sponsor entered
into a reciprocal easement agreement to address common elements.

The ratings are based on the collateral and the structure of the
transaction.

Moody's rating approach for securities backed by a single loan
compares the credit risk inherent in the underlying properties
with the credit protection offered by the structure. The
structure's credit enhancement is quantified by the maximum
deterioration in property value that the securities are able to
withstand under various stress scenarios without causing an
increase in the expected loss for various rating levels. In
assigning single borrower ratings, Moody's also considers a range
of qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of the loan is determined primarily by two
factors: 1) Moody's assessment of the probability of default,
which is largely driven by the DSCR, and 2) Moody's assessment of
the severity of loss in the event of default, which is largely
driven by the LTV of the underlying loan.

Moody's Trust LTV Ratio of 85.6% (including the senior Liberty
Loan) is high compared to other fixed-rate loans that have
previously been assigned an underlying rating of Ba1. Unlike
traditional CMBS loans, which are exposed to refinance risk, the
loans contributed to the trust are fully amortizing. Based on
Moody's assessment of in-place cash flow, Moody's Actual DSCR is
2.09X (year 1) and Moody's Stressed DSCR is 1.07X.

Note that despite the tax-exempt nature of the Liberty Revenue
Refunding Bond financing, Moody's analyzed the entire transaction
using its CMBS Large Loan / Single Borrower methodology since the
securities are backed by commercial real estate. Such methodology
is applied based on a transaction structure that is typically seen
in CMBS large loan financings. Tax-exempt bond investors should be
aware that there are significant differences between the
methodology employed and the methodologies that may be used when
rating transactions backed by tax-exempt securities. Liberty
Revenue Refunding Bond investors should review Moody's Presale
entitled "Liberty Revenue Refunding Bonds, Series 2012 (7 World
Trade Center Project)" dated March 13, 2012 for more information.

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

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.2. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Single Borrower CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, or 24%, the model-indicated rating for the currently
rated Baa3 classes would be Ba2, B1, or Caa1, respectively.
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating
to the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of, Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.


AMMC CLO IX: S&P Affirms 'BB' Rating on Class E Deferrable Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AMMC
CLO IX Ltd./AMMC CLO IX Corp.'s $408.5 million floating-rate notes
following the transaction's effective date as of Feb. 10, 2012.

"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 said.

"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 said.

"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," S&P said.

"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.

           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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED
AMMC CLO IX Ltd./AMMC CLO IX Corp.

Class                Rating      Amount (mil. $)
A                    AAA (sf)             290.00
B                    AA (sf)               43.00
C-1 (deferrable)     A (sf)                17.50
C-2 (deferrable)     A (sf)                17.50
D (deferrable)       BBB (sf)              19.50
E (deferrable)       BB (sf)               21.00
Subordinated notes   NR                    41.50

NR - Not rated.


AMMC CLO X: Moody's Assigns 'Ba2' Rating to Class E Notes
---------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
notes issued by AMMC CLO X, Limited:

US$267,600,000 Class A Senior Secured Floating Rate Notes due 2022
(the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

US$17,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2022 (the "Class E Notes"), Definitive Rating Assigned
Ba2 (sf)

Ratings Rationale

Moody's ratings of the Class A Notes and the Class E Notes address
the expected losses posed to noteholders. The 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.

AMMC X 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, unsecured
loans and bonds. The underlying portfolio is approximately 90%
ramped up as of the closing date.

In addition to the Class A Notes and Class E Notes rated by
Moody's, the Issuer will issue five additional 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 notes in order of
seniority.

American Money Management 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 four
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 only permitted with consent of 100% of
each class of notes.

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

Par amount of $400,500,000

Diversity of 50

WARF of 2500

Weighted Average Spread of 3.5%

Weighted Average Coupon of 5.0%

Weighted Average Recovery Rate of 47.0%

Weighted Average Life of 7 years.

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis which was an
important component in determining the ratings assigned to the
Class A Notes and the Class E 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 and the Class E 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% (2875)

Class A Notes: 0

Class E Notes: -1

Moody's WARF +30% (3250)

Class A Notes: -1

Class E Notes: -2.

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, available on
www.moodys.com.

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

Further details regarding Moody's analysis of this transaction may
be found in the Pre-Sale Report, available on Moodys.com.

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


AVALON IV: S&P Assigns 'BB' Rating on Class E Deferrable Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Avalon
IV Capital Ltd./Avalon IV Capital LLC's $315.75 million floating-
rate notes.

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

The ratings reflect S&P's view 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
   Ratings Services' CDO Evaluator model, as assessed by Standard
   & Poor's using the assumptions and methods outlined in its
   corporate collateralized debt obligation (CDO) criteria," S&P
   said.

* 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 portfolio manager's experienced management team.

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

* 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 up to 50%
   of excess interest proceeds that are available prior to paying
   uncapped administrative expenses and fees, subordinated hedge
   termination payments, portfolio manager subordinated fees, and
   subordinated note payments into principal proceeds for the
   purchase of additional collateral assets during the
   reinvestment period and to reduce the balance of the rated
   notes outstanding, sequentially, after 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Avalon IV Capital Ltd./Avalon IV Capital LLC

Class                  Rating          Amount (mil. $)
A                      AAA (sf)                  231.0
B                      AA (sf)                    23.0
C (deferrable)         A (sf)                     32.0
D (deferrable)         BBB (sf)                   16.0
E (deferrable)         BB (sf)                   13.75
Subordinated notes     NR                        34.25

NR - Not rated.


AVERY POINT: S&P Raises Class E Note Rating From 'BB+'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C-1, C-2, D-1, D-2, and E notes from Avery Point CLO Ltd. and
removed them from CreditWatch with positive implications. "At the
same time, we affirmed our ratings on the class A-1, A-2, A-3, and
B notes (see list). Avery Point CLO Ltd. is a collateralized loan
obligation (CLO) transaction managed by Sankaty Advisors LLC," S&P
said

"The upgrades reflect the improved performance we have observed in
the deal since our rating actions in February 2011. Since that
time, the class A-1 notes have paid down $52.8 million and the
class A-2 notes have paid down $103.7 million. The paydowns to the
class A-1 and A-2 notes have helped increase the amount of
overcollateralization (O/C) in the transaction," S&P said. The
trustee reported the following O/C ratio tests in the Feb. 6,
2012, trustee report:

* The class A/B O/C ratio test was 224.9%, compared with a
   reported test of 144.0% in January 2011;

* The class C O/C ratio test was 165.4%, compared with a reported
   test of 127.4% in January 2011;

* The class D O/C ratio test was 139.0%, compared with a reported
   test of 117.7% in January 2011; and

* The class E O/C ratio test was 130.8%, compared with a reported
   test of 114.3% in January 2011.

The affirmations reflect the sufficient credit support available
at the current rating levels.

"Standard & Poor's will continue to review whether, in its view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them and take rating
actions as we deem necessary," 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/1111488.pdf

RATING ACTIONS

Avery Point CLO Ltd.
                       Rating
Class               To           From
C-1                 AA+ (sf)     AA- (sf)/Watch Pos
C-2                 AA+ (sf)     AA- (sf)/Watch Pos
D-1                 AA (sf)      BBB+ (sf)/Watch Pos
D-2                 AA (sf)      BBB+ (sf)/Watch Pos
E                   A- (sf)      BB+ (sf)/Watch Pos

RATINGS AFFIRMED

Avery Point CLO Ltd.

Class               Rating
A-1                 AAA (sf)
A-2                 AAA (sf)
A-3                 AAA (sf)
B                   AAA (sf)


BCAP LLC: S&P Lowers Ratings on Six re-REMIC Classes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 45
classes from 11 residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions issued in 2009 and 2010. "We removed four of the
lowered ratings from CreditWatch with negative implications. In
addition, we affirmed our ratings on 392 classes from 10
transactions with lowered ratings and seven other transactions,
and removed seven of them from CreditWatch with negative
implications. We also withdrew our ratings on three classes from
two transactions that were paid in full," S&P said.

The 18 transactions in this review pay interest on a pro rata
basis, except for two (RBSSP Resecuritization Trust 2009-6 and JP
Morgan Resecuritization Trust 2010-4), which pay interest
sequentially.

"We intend our ratings on the re-REMIC classes 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. We applied our loss projections, incorporating our
loss assumptions, to the underlying collateral to identify the
principal and interest amounts that could be passed through from
the underlying securities under our rating scenario stresses. We
stressed our loss projections at various rating categories to
assess whether the re-REMIC classes could withstand the stressed
losses associated with their ratings while receiving timely
payment of interest and principal consistent with our criteria,"
S&P said.

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

"We also based our downgrades on our assessment of interest
shortfalls and our projections of principal losses from the
underlying securities that would impair the re-REMIC classes at
the applicable rating stresses," S&P said.

"In reviewing the 18 transactions, we applied Standard & Poor's
criteria as set forth in 'Methodology For Assessing The Impact Of
Interest Shortfalls On U.S. RMBS,' published Sept. 23, 2011," S&P
said.

"We downgraded classes I-A1, I-A2, I-A3, I-A4, I-A5, and I-A6 from
BCAP LLC 2010-RR5-I Trust to 'D (sf)'. Each bond had sufficient
projected credit enhancement to pay future timely interest and
ultimate principal under our 'AA+' projected loss stress. However,
in March 2011, classes I-A1 through I-A6 each experienced an
interest shortfall equal to 100% of the accrued interest in that
period, which has not been reimbursed. According to the
transaction documents, class I-A7 receives the excess of the pass-
through rate of underlying class 1A1 from Structured Adjustable
Rate Mortgage Loan Trust 2007-10 (which is the net WAC of the
underlying mortgage loans) over the pass-through rate of the I-A1
through I-A6 re-REMIC certificates. There is no provision in the
documents for the repayment of the I-A1 through I-A6 shortfalls.
As a result, these shortfalls cannot be reimbursed and the
downgrades reflect this structural feature," S&P said.

"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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Banc of America Funding 2009-R7 Trust
Series  2009-R7
                               Rating
Class      CUSIP       To                   From
4-A-2      05955GAS7   A- (sf)              AAA (sf)

BCAP LLC 2010-RR3 Trust
Series  2010-RR3
                               Rating
Class      CUSIP       To                   From
III-A1     05532WBA2   AAA (sf)             AAA (sf)/Watch Neg
XII-A1     05532WFN0   AAA (sf)             AAA (sf)/Watch Neg
X-A1       05532WEN1   AAA (sf)             AAA (sf)/Watch Neg

BCAP LLC 2010-RR5-I Trust
Series  2010-RR5-I
                               Rating
Class      CUSIP       To                   From
I-A1       05532UAA7   D (sf)               BB+ (sf)/Watch Neg
I-A2       05532UAB5   D (sf)               BB+ (sf)/Watch Neg
I-A3       05532UAC3   D (sf)               BB (sf)/Watch Neg
I-A4       05532UAD1   D (sf)               BB+ (sf)
I-A5       05532UAE9   D (sf)               BB (sf)
I-A6       05532UAF6   D (sf)               BB (sf)

Citigroup Mortgage Loan Trust 2009-4
Series  2009-4
                               Rating
Class      CUSIP       To                   From
10A2       17315EBE2   CC (sf)              CCC (sf)

Citigroup Mortgage Loan Trust 2009-6
Series  2009-6
                               Rating
Class      CUSIP       To                   From
5A2        17315JAK8   CC (sf)              CCC (sf)

Citigroup Mortgage Loan Trust 2009-8
Series  2009-8
                               Rating
Class      CUSIP       To                   From
7A2        17315NAR4   CC (sf)              BB- (sf)

Citigroup Mortgage Loan Trust 2009-9
Series  2009-9
                               Rating
Class      CUSIP       To                   From
2A3        17315XAF8   CC (sf)             BBB (sf)

CSMC Series 2009-7R
Series  2009-7R
                               Rating
Class      CUSIP       To                   From
5-A8       12641QAV4   A+ (sf)              AA (sf)
4-A7       12641QAL6   BB (sf)              BBB- (sf)
6-A2       12641QAX0   CCC (sf)             B (sf)
12-A4      12641QCR1   B+ (sf)              BB (sf)
5-A3       12641QAQ5   B+ (sf)              BB- (sf)
4-A1       12641QAE2   CCC (sf)             B- (sf)
5-A1       12641QAN2   A+ (sf)              AA (sf)
13-A2      12641QCX8   B+ (sf)              BB (sf)
6-A1       12641QAW2   BB (sf)              BBB- (sf)
16-A1      12641QDV1   CCC (sf)             B- (sf)
5-A2       12641QAP7   BB+ (sf)             BBB (sf)
4-A8       12641QAM4   CCC (sf)             B- (sf)
1-A3       12641QEX6   BB (sf)              BBB (sf)
6-A6       12641QBB7   BB (sf)              BBB- (sf)
1-A2       12641QEW8   BBB+ (sf)            A (sf)
16-A5      12641QDZ2   CCC (sf)             B- (sf)
13-A3      12641QCY6   CCC (sf)             B (sf)
15-A4      12641QDQ2   CC (sf)              CCC (sf)

CSMC Series 2010-2R
Series  2010-2R
                               Rating
Class      CUSIP       To                   From
6-A-1      12643GDK5   AAA (sf)             AAA (sf)/Watch Neg

CSMC Series 2010-9R
Series  2010-9R
                               Rating
Class      CUSIP       To                   From
72-A-8     12644PJE2   AAA (sf)             AAA (sf)/Watch Neg
72-A-9     12644PJF9   AAA (sf)             AAA (sf)/Watch Neg

Deutsche Mortgage Securities Inc. Mortgage Loan Resecuritization
Trust Series
2009 RS@
Series  2009-RS2
                               Rating
Class      CUSIP       To                   From
IV-A-2     25158EBC9   CCC (sf)             AAA (sf)/Watch Neg
III-A-2    25158EAR7   CC (sf)              CCC (sf)
IV-A-1     25158EBB1   AAA (sf)             AAA (sf)/Watch Neg

J.P. Morgan Resecuritization Trust Series 2009-12
Series  2009-12
                               Rating
Class      CUSIP       To                   From
6-A-1      46634BCW0   AA+ (sf)             AAA (sf)
6-A-6      46634BDB5   AA+ (sf)             AAA (sf)
6-A-4      46634BCZ3   AA+ (sf)             AAA (sf)
9-A-2      46634BEV0   CC (sf)              BBB (sf)
6-A-8      46634BDD1   AA+ (sf)             AAA (sf)
6-A-2      46634BCX8   B- (sf)              BBB+ (sf)

RBSSP Resecuritization Trust 2009-12
Series  2009-12
                               Rating
Class      CUSIP       To                   From
4-A2       74928UAK3   B- (sf)              BB (sf)

RBSSP Resecuritization Trust 2009-6
Series  2009-6
                               Rating
Class      CUSIP       To                   From
2-A2       74928XAR2   CC (sf)              BB+ (sf)
12-A4      74928XGD7   BB- (sf)             AAA (sf)
3-A2       74928XBB6   CC (sf)              BBB- (sf)
12-A3      74928XGC9   BB- (sf)             AAA (sf)
1-A2       74928XAF8   CC (sf)              BBB- (sf)
18-A1      74928XDG3   AA (sf)              AAA (sf)
18-A2      74928XDH1   CC (sf)    CCC (sf)


RATINGS AFFIRMED

Banc of America Funding 2009-R7 Trust
Series  2009-R7
Class      CUSIP       Rating
4-A-1      05955GAR9   AAA (sf)

BCAP LLC 2010-RR3 Trust
Series  2010-RR3
Class      CUSIP       Rating
XII-A5     05532WFS9   A (sf)
X-A11      05532WEY7   BBB (sf)
III-A10    05532WBK0   A (sf)
III-A9     05532WBJ3   AA (sf)
III-A8     05532WBH7   BBB (sf)
III-A5     05532WBE4   A (sf)
XII-A10    05532WFX8   A (sf)
X-A7       05532WEU5   BBB (sf)
XI-A7      05532WFG5   BBB (sf)
X-A10      05532WEX9   A (sf)
X-A3       05532WEQ4   AA (sf)
XI-A9      05532WFJ9   AA (sf)
III-A7     05532WBG9   BBB (sf)
XII-A3     05532WFQ3   AA (sf)
X-A5       05532WES0   A (sf)
XII-A11    05532WFY6   BBB (sf)
XI-A11     05532WFL4   BBB (sf)
XII-A8     05532WFV2   BBB (sf)
III-A3     05532WBC8   AA (sf)
XI-A1      05532WFA8   AAA (sf)
XII-A7     05532WFU4   BBB (sf)
X-A9       05532WEW1   AA (sf)
XI-A10     05532WFK6   A (sf)
XII-A9     05532WFW0   AA (sf)
X-A8       05532WEV3   BBB (sf)
III-A11    05532WBL8   BBB (sf)
XI-A8      05532WFH3   BBB (sf)
XI-A3      05532WFC4   AA (sf)
XI-A5      05532WFE0   A (sf)

Citigroup Mortgage Loan Trust 2009-4
Series  2009-4
Class      CUSIP       Rating
10A1       17315EBD4   AAA (sf)

Citigroup Mortgage Loan Trust 2009-6
Series  2009-6
Class      CUSIP       Rating
5A1        17315JAJ1   AAA (sf)

Citigroup Mortgage Loan Trust 2009-8
Series  2009-8
Class      CUSIP       Rating
7A1        17315NAQ6   AAA (sf)

Citigroup Mortgage Loan Trust 2009-9
Series  2009-9
Class      CUSIP       Rating
1A2        17315XAB7   AAA (sf)
6A1        17315XAN1   AAA (sf)
2A2        17315XAE1   BBB+ (sf)
2A1        17315XAD3   AAA (sf)
6A2        17315XAP6   AAA (sf)
1A3        17315XAC5   AAA (sf)

CSMC Series 2009-7R
Series  2009-7R
Class      CUSIP       Rating
5-A5       12641QAS1   CC (sf)
12-A2      12641QCP5   A (sf)
2-A4       12641QFF4   AAA (sf)
10-A6      12641QCG5   AAA (sf)
15-A6      12641QDS8   AAA (sf)
12-A6      12641QCT7   AAA (sf)
5-A4       12641QAR3   CCC (sf)
2-A1       12641QFC1   AAA (sf)
7-A2       12641QBD3   A (sf)
16-A3      12641QDX7   AAA (sf)
9-A1       12641QBU5   AAA (sf)
7-A4       12641QBF8   CCC (sf)
7-A7       12641QBJ0   AAA (sf)
2-A6       12641QFH0   AAA (sf)
9-A4       12641QBX9   B (sf)
12-A8      12641QCV2   AAA (sf)
7-A6       12641QBH4   AAA (sf)
7-A1       12641QBC5   AAA (sf)
6-A3       12641QAY8   CC (sf)
15-A5      12641QDR0   CC (sf)
1-A4       12641QEY4   CCC (sf)
15-A7      12641QDT6   AAA (sf)
14-A3      12641QDE9   CCC (sf)
10-A1      12641QCB6   AAA (sf)
16-A4      12641QDY5   AAA (sf)
12-A5      12641QCS9   CC (sf)
3-A3       12641QAA0   CCC (sf)
15-A2      12641QDN9   CCC (sf)
15-A1      12641QDM1   CCC (sf)
4-A6       12641QAK8   AA (sf)
10-A2      12641QCC4   A (sf)
4-A3       12641QAG7   CCC (sf)
4-A2       12641QAF9   CCC (sf)
9-A3       12641QBW1   BBB (sf)
16-A2      12641QDW9   CC (sf)
2-A5       12641QFG2   AAA (sf)
13-A7      12641QDB5   A (sf)
12-A3      12641QCQ3   BBB (sf)
14-A5      12641QDG4   CCC (sf)
1-A6       12641QFA5   AAA (sf)
6-A4       12641QAZ5   AAA (sf)
2-A2       12641QFD9   A (sf)
12-A7      12641QCU4   AAA (sf)
15-A3      12641QDP4   CCC (sf)
11-A1      12641QCH3   AAA (sf)
14-A4      12641QDF6   CCC (sf)
1-A7       12641QFB3   AAA (sf)
1-A5       12641QEZ1   AAA (sf)
1-A1       12641QEV0   AAA (sf)
9-A7       12641QCA8   AAA (sf)
7-A3       12641QBE1   BBB (sf)
5-A7       12641QAU6   AAA (sf)
10-A3      12641QCD2   CC (sf)
14-A2      12641QDD1   CCC (sf)
3-A1       12641QFJ6   AAA (sf)
3-A5       12641QAC6   AAA (sf)
4-A4       12641QAH5   CCC (sf)
12-A1      12641QCN0   AAA (sf)
3-A6       12641QAD4   AAA (sf)
9-A6       12641QBZ4   AAA (sf)
2-A3       12641QFE7   B- (sf)
15-A8      12641QDU3   CCC (sf)
6-A5       12641QBA9   AAA (sf)
11-A2      12641QCJ9   BB- (sf)
11-A4      12641QCL4   AAA (sf)
9-A2       12641QBV3   A (sf)
11-A5      12641QCM2   AAA (sf)
3-A2       12641QFK3   BBB+ (sf)
13-A5      12641QDA7   AAA (sf)
13-A6      12641QFL1   AAA (sf)
9-A5       12641QBY7   AAA (sf)
13-A1      12641QCW0   A (sf)
13-A4      12641QCZ3   CC (sf)
5-A6       12641QAT9   AAA (sf)
11-A3      12641QCK6   AAA (sf)

CSMC Series 2010-2R
Series  2010-2R
Class      CUSIP       Rating
6-A-11     12643GDV1   A (sf)
6-A-4      12643GDN9   BBB (sf)
6-A-10     12643GDU3   AA (sf)
6-A-3      12643GDM1   A (sf)
6-A-12     12643GDW9   BBB (sf)
6-A-2      12643GDL3   AA (sf)

CSMC Series 2010-9R
Series  2010-9R
Class      CUSIP       Rating
58-A-2     12644N5P7   AA (sf)
57-A-3     12644N4Z6   A (sf)
60-A-4     12644N6X9   BBB (sf)
72-A-4     12644PJA0   BBB (sf)
64-A-4     12644PCA7   BBB (sf)
65-A-4     12644PCR0   BBB (sf)
63-A-8     12644PBP5   AAA (sf)
63-A-1     12644PBG5   AAA (sf)
57-A-9     12644N5F9   AAA (sf)
64-A-9     12644PCF6   AAA (sf)
58-A-8     12644N5V4   AAA (sf)
60-A-2     12644N6V3   AA (sf)
65-A-9     12644PCW9   AAA (sf)
63-A-9     12644PBQ3   AAA (sf)
71-A-9     12644PGQ8   AAA (sf)
69-A-9     12644PFJ5   AAA (sf)
61-A-8     12644PAH4   AAA (sf)
57-A-8     12644N5E2   AAA (sf)
65-A-8     12644PCV1   AAA (sf)
64-A-1     12644PBX8   AAA (sf)
71-A-1     12644PGG0   AAA (sf)
72-A-1     12644PGX3   AAA (sf)
69-A-3     12644PFC0   A (sf)
60-A-9     12644N7D2   AAA (sf)
70-A-1     12644PFR7   AAA (sf)
60-A-3     12644N6W1   A (sf)
64-A-7     12644PCD1   AAA (sf)
70-A-4     12644PFU0   BBB (sf)
58-A-3     12644N5Q5   A (sf)
61-A-1     12644PAA9   AAA (sf)
63-A-2     12644PBH3   AA (sf)
61-A-2     12644PAB7   AA (sf)
72-A-2     12644PGY1   AA (sf)
65-A-1     12644PCN9   AAA (sf)
71-A-2     12644PGH8   AA (sf)
65-A-3     12644PCQ2   A (sf)
70-A-7     12644PFX4   AAA (sf)
58-A-1     12644N5N2   AAA (sf)
63-A-3     12644PBJ9   A (sf)
71-A-3     12644PGJ4   A (sf)
57-A-1     12644N4X1   AAA (sf)
64-A-2     12644PBY6   AA (sf)
70-A-3     12644PFT3   A (sf)
64-A-3     12644PBZ3   A (sf)
70-A-8     12644PFY2   AAA (sf)
69-A-1     12644PFA4   AAA (sf)
72-A-3     12644PGZ8   A (sf)
57-A-2     12644N4Y9   AA (sf)
64-A-8     12644PCE9   AAA (sf)
69-A-2     12644PFB2   AA (sf)
63-A-7     12644PBN0   AAA (sf)
69-A-4     12644PFD8   BBB (sf)
69-A-7     12644PFG1   AAA (sf)
63-A-4     12644PBK6   BBB (sf)
60-A-1     12644N6U5   AAA (sf)
61-A-7     12644PAG6   AAA (sf)
61-A-4     12644PAD3   BBB (sf)
60-A-7     12644N7B6   AAA (sf)
70-A-9     12644PFZ9   AAA (sf)
57-A-7     12644N5D4   AAA (sf)
71-A-8     12644PGP0   AAA (sf)
58-A-9     12644N5W2   AAA (sf)
65-A-2     12644PCP4   AA (sf)
69-A-8     12644PFH9   AAA (sf)
58-A-4     12644N5R3   BBB (sf)
60-A-8     12644N7C4   AAA (sf)
71-A-4     12644PGK1   BBB (sf)
57-A-4     12644N5A0   BBB (sf)
61-A-9     12644PAJ0   AAA (sf)
61-A-3     12644PAC5   A (sf)
70-A-2     12644PFS5   AA (sf)

Deutsche Mortgage Securities Inc Mortgage Loan Resecuritization
Trust Series
2009-RS3
Series  2009-RS3
Class      CUSIP       Rating
A-5        25158FAE3   AAA (sf)
A-2        25158FAB9   B (sf)
A-6        25158FAF0   AAA (sf)
A-1        25158FAA1   AAA (sf)
A-3        25158FAC7   AAA (sf)
A-4        25158FAD5   AAA (sf)

Deutsche Mortgage Securities, Inc. Mortgage Loan Resecuritization
Trust,
Series 2009-RS2
Series  2009-RS2
Class      CUSIP       Rating
III-A-7    25158EAW6   AAA (sf)
II-A-7     25158EAK2   AAA (sf)
III-A-1    25158EAQ9   AA+ (sf)
II-A-4     25158EAG1   AAA (sf)
II-A-5     25158EAH9   AAA (sf)
II-A-1     25158EAD8   AAA (sf)
III-A-5    25158EAU0   AAA (sf)
III-A-9    25158EAY2   AAA (sf)
II-A-6     25158EAJ5   AAA (sf)
III-A-3    25158EAS5   AAA (sf)
II-A-9     25158EAM8   AAA (sf)
III-A-8    25158EAX4   AA+ (sf)
II-A-3     25158EAF3   AAA (sf)
III-A-6    25158EAV8   AA+ (sf)
IV-A-3     25158EBD7   AAA (sf)
III-A-4    25158EAT3   AA+ (sf)
II-A-8     25158EAL0   AAA (sf)
IV-A-6     25158EBG0   AAA (sf)
IV-A-4     25158EBE5   AAA (sf)
II-A-10    25158EAN6   AAA (sf)
IV-A-5     25158EBF2   AAA (sf)
III-A-10   25158EAZ9   AA+ (sf)

J.P. Morgan Resecuritization Trust Series 2009-11
Series  2009-11
Class      CUSIP       Rating
4-A-1      466300BL3   AAA (sf)
4-A-7      466300BS8   AAA (sf)
4-A-3      466300BN9   AAA (sf)
4-A-2      466300BM1   B- (sf)
4-A-5      466300BQ2   AAA (sf)
4-A-6      466300BR0   AAA (sf)
4-A-10     466300BV1   AAA (sf)
4-A-12     466300BX7   AAA (sf)
4-A-9      466300BU3   AAA (sf)
4-A-11     466300BW9   AAA (sf)
4-A-4      466300BP4   AAA (sf)
4-A-8      466300BT6   AAA (sf)

J.P. Morgan Resecuritization Trust Series 2009-12
Series  2009-12
Class      CUSIP       Rating
9-A-4      46634BEX6   AAA (sf)
3-A-8      46634BBU5   AAA (sf)
9-A-6      46634BEZ1   AAA (sf)
3-A-5      46634BBR2   AAA (sf)
6-A-3      46634BCY6   AAA (sf)
3-A-6      46634BBS0   AAA (sf)
9-A-5      46634BEY4   AAA (sf)
3-A-12     46634BFS6   AAA (sf)
3-A-4      46634BBQ4   AAA (sf)
3-A-1      46634BBM3   AAA (sf)
9-A-1      46634BEU2   AAA (sf)
3-A-9      46634BBV3   AAA (sf)
9-A-7      46634BFA5   AAA (sf)
9-A-3      46634BEW8   AAA (sf)
6-A-7      46634BDC3   AAA (sf)
9-A-8      46634BFB3   AAA (sf)
3-A-10     46634BBW1   AAA (sf)
6-A-5      46634BDA7   AAA (sf)
3-A-3      46634BBP6   AAA (sf)
3-A-11     46634BBX9   AAA (sf)
3-A-7      46634BBT8   AAA (sf)

J.P. Morgan Resecuritization Trust Series 2009-13
Series  2009-13
Class      CUSIP       Rating
2-A-6      46633QAP5   AAA (sf)
2-A-8      46633QAR1   AAA (sf)
2-A-4      46633QAM2   AAA (sf)
2-A-3      46633QAL4   AAA (sf)
2-A-7      46633QAQ3   AAA (sf)
2-A-1      46633QAJ9   AAA (sf)
2-A-5      46633QAN0   AAA (sf)
2-A-2      46633QAK6   A (sf)

J.P. Morgan Resecuritization Trust Series 2010-4
Series  2010-4
Class      CUSIP       Rating
9-A-5      46634JDX0   AA (sf)
9-A-1      46634JDT9   AAA (sf)
1-A-2      46634JAB1   AA (sf)
5-A-6      46634JCF0   A (sf)
1-A-1      46634JAA3   AAA (sf)
6-A-2      46634JCP8   AA (sf)
2-A-3      46634JAQ8   A (sf)
5-A-3      46634JCC7   A (sf)
1-A-3      46634JAC9   A (sf)
3-A-3      46634JBC8   A (sf)
7-A-1      46634JDA0   AAA (sf)
6-A-6      46634JCT0   A (sf)
5-A-5      46634JCE3   AA (sf)
7-A-3      46634JDC6   A (sf)
2-A-5      46634JAS4   AA (sf)
3-A-5      46634JBE4   AA (sf)
8-A-3      46634JDQ5   AA (sf)
7-A-5      46634JDE2   AA (sf)
4-A-5      46634JBS3   AA (sf)
2-A-1      46634JAN5   AAA (sf)
4-A-3      46634JBQ7   A (sf)
2-A-2      46634JAP0   AA (sf)
7-A-6      46634JDF9   A (sf)
9-A-6      46634JDY8   A (sf)
4-A-2      46634JBP9   AA (sf)
6-A-5      46634JCS2   AA (sf)
3-A-1      46634JBA2   AAA (sf)
8-A-2      46634JDP7   AA (sf)
9-A-3      46634JDV4   A (sf)
1-A-6      46634JAF2   A (sf)
5-A-1      46634JCA1   AAA (sf)
6-A-3      46634JCQ6   A (sf)
5-A-2      46634JCB9   AA (sf)
2-A-6      46634JAT2   A (sf)
4-A-1      46634JBN4   AAA (sf)
3-A-6      46634JBF1   A (sf)
8-A-1      46634JDN2   AAA (sf)
9-A-2      46634JDU6   AA (sf)
1-A-5      46634JAE5   AA (sf)
7-A-2      46634JDB8   AA (sf)
4-A-6      46634JBT1   A (sf)
3-A-2      46634JBB0   AA (sf)
6-A-1      46634JCN3   AAA (sf)

RBSSP Resecuritization Trust 2009-12
Series  2009-12
Class      CUSIP       Rating
1-A4       74928UAD9   AAA (sf)
17-A1      74928UBW6   AAA (sf)
20-A1      74928UCC9   AAA (sf)
9-A5       74928UBE6   AAA (sf)
9-A1       74928UBA4   BBB (sf)
4-A1       74928UAJ6   AAA (sf)
19-A1      74928UCA3   AAA (sf)
1-A1       74928UAA5   AAA (sf)
9-A4       74928UBD8   BBB (sf)
9-A3       74928UBC0   AA (sf)
1-A3       74928UAC1   AAA (sf)
18-A1      74928UBY2   AA (sf)
16-A1      74928UBU0   AAA (sf)
9-A6       74928UBF3   BBB (sf)
1-A2       74928UAB3   A (sf)
15-A1      74928UBS5   AA (sf)

RBSSP Resecuritization Trust 2009-6
Series  2009-6
Class      CUSIP       Rating
2-A1H      74928XEX5   AAA (sf)
1-A1G      74928XEE7   AAA (sf)
12-A1      74928XCN9   AAA (sf)
2-A1I      74928XEY3   AAA (sf)
2-A1A      74928XAM3   AAA (sf)
3-A1D      74928XBA8   AAA (sf)
3-A1O      74928XFW6   AAA (sf)
3-A1G      74928XFN6   AAA (sf)
1-A1P      74928XEP2   AAA (sf)
3-A1F      74928XFM8   AAA (sf)
1-A1M      74928XEL1   AAA (sf)
4-A1       74928XBG5   AAA (sf)
3-A1I      74928XFQ9   AAA (sf)
2-A1G      74928XEW7   AAA (sf)
12-A2      74928XCP4   AAA (sf)
2-A1Q      74928XFG1   AAA (sf)
2-A1K      74928XFA4   AAA (sf)
3-A1M      74928XFU0   AAA (sf)
2-A1E      74928XEU1   AAA (sf)
1-A1K      74928XEJ6   AAA (sf)
3-A1J      74928XFR7   AAA (sf)
2-A1L      74928XFB2   AAA (sf)
3-A1L      74928XFT3   AAA (sf)
3-A1S      74928XGA3   AAA (sf)
1-A1O      74928XEN7   AAA (sf)
1-A1A      74928XAB7   AAA (sf)
1-A1F      74928XED9   AAA (sf)
3-A1Q      74928XFY2   AAA (sf)
2-A1T      74928XFK2   AAA (sf)
3-A1N      74928XFV8   AAA (sf)
1-A1L      74928XEK3   AAA (sf)
3-A1P      74928XFX4   AAA (sf)
1-A1E      74928XEC1   AAA (sf)
2-A1R      74928XFH9   AAA (sf)
2-A1F      74928XEV9   AAA (sf)
2-A1P      74928XFF3   AAA (sf)
2-A1       74928XAL5   AAA (sf)
1-A1N      74928XEM9   AAA (sf)
3-A1C      74928XAZ4   AAA (sf)
3-A1K      74928XFS5   AAA (sf)
2-A1O      74928XFE6   AAA (sf)
3-A1H      74928XFP1   AAA (sf)
3-A1E      74928XFL0   AAA (sf)
3-A1R      74928XFZ9   AAA (sf)
1-A1H      74928XEF4   AAA (sf)
2-A1S      74928XFJ5   AAA (sf)
1-A1I      74928XEG2   AAA (sf)
2-A1D      74928XAQ4   AAA (sf)
1-A1B      74928XAC5   AAA (sf)
1-A1       74928XAA9   AAA (sf)
3-A1       74928XAW1   AAA (sf)
2-A1C      74928XAP6   AAA (sf)
2-A1N      74928XFD8   AAA (sf)
1-A1Q      74928XEQ0   AAA (sf)
3-A1T      74928XGB1   AAA (sf)
1-A1C      74928XAD3   AAA (sf)
3-A1A      74928XAX9   AAA (sf)
1-A1J      74928XEH0   AAA (sf)
3-A1B      74928XAY7   AAA (sf)
1-A1S      74928XES6   AAA (sf)
2-A1B      74928XAN1   AAA (sf)
1-A1D      74928XAE1   AAA (sf)
2-A1J      74928XEZ0   AAA (sf)
2-A1M      74928XFC0   AAA (sf)
1-A1R      74928XER8   AAA (sf)
1-A1T      74928XET4   AAA (sf)


CAMULOS LOAN: S&P Raises Rating on E Notes from 'BB'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all rated
classes from Camulos Loan Vehicle I Ltd., a U.S. collateralized
loan obligation (CLO) transaction managed by Brigade Capital
Management. "At the same time, we removed these ratings from
CreditWatch, where we placed them with positive implications on
Dec. 20, 2011," S&P said.

"Camulos Loan Vehicle I Ltd. is currently amortizing and the class
A notes were paid down by $46.45 million on the Feb. 6, 2012
payment date. At the time of the February payment date, the
transaction was passing all of its coverage tests. The $3.74
million of excess interest proceed were paid to the subordinated
notes," S&P said.

"The upgrades reflect paydowns to the class A notes and the
improved performance we have observed in the transaction's
underlying asset portfolio since we last downgraded on class A
notes on March 4, 2010. As of the Feb. 24, 2012, trustee report,
the transaction's asset portfolio had $1.51 million in defaulted
obligations and approximately $13.43 million in assets from
obligors rated in the 'CCC' range. This was down from $15.07
million in defaulted obligations and approximately $24.84 million
in assets from obligors rated in the 'CCC' range noted in the Feb.
5, 2011, trustee report, which we used for our March 2010 rating
actions," S&P said.

"In addition, principal amortization of the underlying securities
resulted in a $194.56 million paydown to the class A notes over
that same time period. This paydown reduced the notes to
approximately 64.94% of their original balance," S&P said.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported these O/C ratios in the Feb. 24, 2012, monthly report:

* The senior O/C ratio was 138.97%, compared with a reported
   ratio of 124.48% in February 2010;

* The class B O/C ratio was 128.99%, compared with a reported
   ratio of 118.29% in February 2010; and

* The class C O/C ratio was 123.24%, compared with a reported
   ratio of 114.58% in February 2010.

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.

           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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Camulos Loan Vehicle I Ltd.
Class              To          From
A                  AAA (sf)    AA+ (sf) /Watch Pos
B                  AA+ (sf)    AA (sf)/Watch Pos
C                  AA- (sf)    A (sf)/Watch Pos
D                  A+ (sf)     BBB (sf)/Watch Pos
E                  BBB+ (sf)   BB (sf)/Watch Pos


CARLYLE DAYTONA: S&P Raises Rating on Class B-2L Notes to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch with positive implications its ratings on the class A-
2L, A-3L, B-1L, and B-2L notes from Carlyle Daytona CLO Ltd., a
U.S. collateralized loan obligation (CLO) transaction managed by
Carlyle Investment Management LLC. "At the same time, we affirmed
our ratings on the class A-1L, A-1LV, C-2, and X notes," S&P said.

"This transaction is still in its reinvestment period, which ends
April 2013. Since the time of our last rating action, there has
been a slight paydown to the A-1L and A-1LV notes due to coverage
test failures. The class X notes were also paid down according to
its scheduled principal payment on each payment date using
interest proceeds. In addition, since our last rating action,
there has been a diversion of excess interest proceeds to satisfy
the additional collateral deposit requirement (ACDR). Upon failure
of this test, the transaction diverts the 35.00% of the ACDR to
pay down the class B-2L notes. The remaining 65.00% of the ACDR
will purchase additional collateral debt securities during the
reinvestment period and after the reinvestment period, the
remaining 65.00% will pay the notes down sequentially. The
transaction is currently in compliance with its coverage tests,"
S&P said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on Dec. 29,
2009, which has benefited the rated notes, and is evidenced by a
significant decrease in both defaulted obligations and obligations
rated in the 'CCC' range. Other positive factors for the
transaction include an increase in the weighted average margin
test and increases in the senior class A, class A, class B-1L, and
class B-2L overcollateralization ratios," S&P said.

"Our ratings on the class B-1L and B-2L notes were previously
constrained at 'BB+ (sf)' and 'CCC- (sf)' by the application of
the largest obligor default test, a supplemental stress test we
introduced as part of our 2009 corporate criteria update. However,
for the class B-1L note, this is no longer the case, and in
combination with the improvements previously mentioned, we have
raised our rating accordingly. The ratings on the class B-2L notes
remain constrained at 'B+ (sf)' by application of this test;
therefore we are raising our rating to match its current
constraint," S&P said.

"The class C-2 notes are backed by U.S. treasury strips; therefore
we are affirming our 'AA+ (sf)' rating to match the long-term
sovereign credit rating on the United States of America," S&P
said.

"We affirmed our ratings on the class A-1L, A-1LV, and X notes to
reflect our belief that the credit support available is
commensurate with the current rating levels," S&P said.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Carlyle Daytona CLO Ltd.
                        Rating
Class              To           From
A-2L               AA (sf)      AA- (sf)/Watch Pos
A-3L               A (sf)       BBB+ (sf)/Watch Pos
B-1L               BBB (sf)     BB+ (sf)/Watch Pos
B-2L               B+ (sf)      CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Carlyle Daytona CLO Ltd.
Class              Rating
A-1L               AA+ (sf)
A-1LV              AA+ (sf)
C-2                AA+ (sf)
X                  AAA (sf)


CENT CDO: S&P Raises Rating on Class E Notes to 'B+'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and E notes from Cent CDO 10 Ltd., a U.S. collateralized
loan obligation (CLO) transaction managed by Columbia Management
Investment Advisers LLC. "At the same time, we affirmed our
ratings on the class A-1 and D notes. We removed our ratings on
the class B, C, D, and E notes from CreditWatch with positive
implications," S&P said.

"This transaction's reinvestment period ended in December 2011 and
its first payment date post reinvestment period is in March 2012.
Since the time of our last rating action, the outstanding note
balances have remained the same, as the transaction has remained
in compliance with its coverage tests. Given that the deal just
entered its amortization phase, the transaction's structural
provisions from this point forward include a turbo test called the
'class E junior notes direct pay test.' This test is calculated as
the class E overcollateralization (O/C) ratio in the interest
section of the waterfall. Failure of the test diverts the cure
amount toward repayment of principal of the class E notes. As of
the Jan. 9, 2012, trustee report, the test measured 106.61%,
significantly higher than its required ratio of 102.52%," S&P
said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on Dec. 31,
2009, which has benefited the rated notes, and is evidenced by a
significant decrease in both defaulted obligations and obligations
rated in the 'CCC' range. Other positive factors for the
transaction include an increase in the weighted average spread
test and increases in the senior and mezzanine O/C ratios," S&P
said.

"The class E ratings were previously constrained at 'CCC+ (sf)' by
the application of the largest obligor default test, a
supplemental stress test we introduced as part of our 2009
corporate criteria update. However, this is no longer the case,
and in combination with the improvements previously mentioned, we
raised our rating on the class accordingly," S&P said.

"We affirmed our ratings on the class A-1 and D notes to reflect
our belief that the credit support available is commensurate with
the current rating levels," S&P said.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Cent CDO 10 Ltd.
                        Rating
Class              To           From
B                  A+ (sf)      A (sf)/Watch Pos
C                  BBB+ (sf)    BBB- (sf)/Watch Pos
D                  BB (sf)      BB (sf)/Watch Pos
E                  B+ (sf)      CCC+ (sf)/Watch Pos

RATING AFFIRMED

Cent CDO 10 Ltd.
Class              Rating
A-1                AA+ (sf)


COA CAERUS: S&P Raises Rating on Class D Notes to 'BB'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, and D notes from COA Caerus CLO Ltd., a
collateralized loan obligation (CLO) transaction managed by FS COA
Management LLC and removed them from CreditWatch with positive
implications.

"The rating actions follow our performance review of the
transaction and reflect a relatively positive rating migration of
the underlying portfolio and improvement in the
overcollateralization available since our January 2010 rating
actions, when we lowered our ratings on all of the notes. Since
our January 2010 rating actions, we have observed a decrease in
assets with 'CC' ratings due to the sale or reclassification of
'CC' assets into 'CCC' or higher rating categories. As of February
2012, the transaction held no assets with 'CC' ratings, compared
with $5.1 million in assets with 'CC' ratings as of January 2010.
According to the February 2012 trustee report, assets from
underlying obligors with ratings in the 'CCC' range have decreased
to $12.3 million from $31.1 million as of the October 2009 report,
which we referenced for our January 2010 rating actions," S&P
said.

"The transaction's overcollateralization (O/C) ratios have
improved since October 2009 on average by approximately 4.0%.
Another positive factor in our analysis includes the increase of
the weighted-average spread, following the continuous reinvestment
of redemption proceeds into assets that pay greater margins. The
transaction is still in its reinvestment period, and all of the
rated classes have their original principal balances outstanding,"
S&P said.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available to support them and take rating
actions as we deem necessary," S&P said.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

COA Caerus CLO Ltd.
                            Rating
Class                   To           From
A-1                     AA+ (sf)     A+ (sf)/Watch Pos
A-2                     AA (sf)      A+ (sf)/Watch Pos
B                       A (sf)       BBB+ (sf)/Watch Pos
C                       BBB (sf)     BB+ (sf)/Watch Pos
D                       BB (sf)      B+ (sf)/Watch Pos


COBALT 2007-C3: S&P Cuts Rating on Class F Certificates to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
COBALT CMBS Commercial Mortgage Trust 2007-C3, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "In addition, we
affirmed our ratings on nine other classes from the same
transaction," S&P said.

"Our rating actions follow our analysis of the transaction
primarily using our U.S. conduit/fusion criteria and our analysis
of the credit characteristics of the remaining collateral in the
pool, transaction structure, and the liquidity available to the
trust. The downgrades reflect credit support erosion that we
anticipate will occur upon the eventual resolution of the
transaction's 13 ($158.5 million, 8.1%) assets with the special
servicer. Our analysis also considered that 29 ($639.4 million,
32.5%) loans in the pool have a reported debt service coverage
(DSC) of less than 1.10x, and 19 of these loans ($439.2 million,
22.3%) have a reported DSC below 1.00x," S&P said.

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

"Using servicer-provided financial information, we calculated an
adjusted DSC of 1.16x and a loan-to-value (LTV) ratio of 149.5%.
We further stressed the loans' cash flows under our 'AAA' scenario
to yield a weighted average DSC of 0.67x and an LTV ratio of
212.5%. The implied defaults and loss severity under the 'AAA'
scenario were 96.8% and 52.3%, . The DSC and LTV calculations
noted above exclude the transaction's 13 ($158.5 million, 8.1%)
assets that are with the special servicer. We separately estimated
losses for the excluded specially serviced assets and included
them in the 'AAA' scenario implied default and loss severity
figures," S&P said.

"Our analysis also considered the volume of loans that are not
with the special servicer (11 loans; $142.1 million balance; 7.2%
of total pool balance) with 2012 final maturity dates or
anticipated repayments dates (ARDs). If these loans are not
refinanced, they could be transferred to the special servicer,
resulting in increased interest shortfalls to the trust," S&P
said.

                      CREDIT CONSIDERATIONS

"As of the Feb. 17, 2012, trustee remittance report, 13 ($158.5
million, 8.1%) assets in the pool were with the special servicer,
CWCapital Asset Management LLC (CWCapital). The payment status of
the specially serviced assets as of the February 2012 trustee
remittance report is as follows: five ($42.5 million, 2.2%) are
real estate owned (REO), four ($41.3 million, 2.1%) are in
foreclosure, one ($15.0 million, 0.8%) is 90-plus-days delinquent,
one ($11.7 million, 0.6%) is 60 days delinquent, one ($20.5
million, 1.0%) is 30 days delinquent, and one ($27.5 million,
1.4%) is less than 30 days delinquent. Details for the three
largest specially serviced assets are set forth," S&P said.

"The Encino Courtyard loan ($27.5 million, 1.4%) is the largest
asset with the special servicer and is secured by a two-story,
anchored retail center encompassing 99,460 sq. ft. along Ventura
Blvd. in Encino, Calif. The loan was transferred to the special
servicer on July 29, 2010, because the borrower requested a loan
modification due to a declining cash flow at the property. The
reported payment status of the loan is less than 30 days
delinquent. CWCapital indicated that the borrower was current on
debt service payments before the February remittance reporting
period. CWCapital stated that it is still discussing a loan
modification with the borrower. The reported DSC was 1.07x for the
six months ended June 30, 2010, and reported occupancy was 87.0%
as of December 2011. We expect a moderate loss upon the eventual
resolution of the loan," S&P said.

"The Semoran North Apartments REO asset ($21.5 million, 1.1%) is
the second-largest specially serviced asset, comprising a 348-unit
apartment complex in Winter Park, Fla. The loan was transferred to
the special servicer on Oct. 13, 2010, because of monetary default
and the asset became REO as of Nov. 30, 2011. The reported DSC was
1.20x for the six months ended June 30, 2010, and reported
occupancy was 94.0% as of February 2012. An ARA totaling $2.4
million is in effect for this asset. We anticipate a moderate loss
upon the eventual resolution of this asset," S&P said.

"The Campus Club Student Housing Complex loan ($20.5 million,
1.0%) is the third-largest specially serviced asset and is secured
by a 252-unit student housing complex in Gainesville, Fla. The
loan, which has a reported 30-days-delinquent payment status, was
transferred to the special servicer on Sept. 2, 2010, because of
imminent monetary default. According to CWCapital, a receiver was
appointed in August 2011 and foreclosure proceedings are ongoing.
The reported DSC was 0.86x for the six months ended June 30, 2010,
and reported occupancy was 87.0% as of February 2012. An ARA
totaling $2.6 million is in effect for this loan. We anticipate a
moderate loss upon the eventual resolution of this loan," S&P
said.

"The 10 remaining assets with the special servicer have individual
balances that represent less than 0.8% of the total pool balance.
ARAs totaling $45.7 million are in effect against eight of these
assets. We estimated losses for the 10 assets, arriving at a
weighted average loss severity of 55.9%," S&P said.

"According to the master servicer, two loans totaling $125.8
million (6.2%) were previously with the special servicer and have
since been returned to the master servicer. Pursuant to the
transaction documents, the special servicer is entitled to a
workout fee that is 1% of all future principal and interest
payments if the loans perform and remain with the master
servicer," S&P said.

                     TRANSACTION SUMMARY

As of the Feb. 17, 2012, trustee remittance report, the collateral
pool had a trust balance of $1.97 billion, down from $2.02 billion
at issuance. The pool currently includes 114 loans and five assets
that are REO. The master servicer, Wells Fargo Bank N.A. (Wells
Fargo), provided financial information for 93.0% of the loans in
the pool: 14.1% was full-year 2011 data, 46.8% was partial-year
2011 data, and 32.1% was full-year 2010 data.

"We calculated a weighted average DSC of 1.21x for the pool based
on the reported figures. Our adjusted DSC and LTV ratio were 1.16x
and 149.5%, , which exclude the transaction's 13 ($158.5 million,
8.1%) assets with the special servicer. We separately estimated
losses for the excluded specially serviced assets. To date, the
trust has experienced $18.5 million in principal losses relating
to five assets. Thirty-five loans ($724.3 million, 36.8%),
including five of the top 10 loans in the pool, are on the master
servicer's watchlist," S&P said.

                     SUMMARY OF TOP 10 LOANS

"The top 10 loans have an aggregate outstanding trust balance of
$725.3 million (36.9%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.14x for the top 10 loans.
Our adjusted DSC and LTV ratio for the top 10 loans were 1.00x and
188.8%, . Five of the top loans ($385.4 million, 19.6%) in the
pool are on the master servicer's watchlist due to a low reported
DSC," S&P said.

"The Irvine EOP San Diego Portfolio loan ($137.0 million, 7.0%),
the second-largest loan in the pool, is secured by six office
buildings and one retail property totaling 380,954 sq. ft. in San
Diego, Calif. The reported DSC was 0.55x for the 12 months ended
June 30, 2010, and occupancy was 80.7%, according to the September
2011 rent rolls," S&P said.

"The 2 Rector Street loan ($100.0 million, 5.0%), the third-
largest loan in the pool, has a low reported DSC of 0.75x for
year-end 2010. The loan is secured by a 417,473-sq.-ft. class B
office building in Manhattan's Financial District. The loan was
returned from the special servicer on Sept. 15, 2010, following a
loan modification. The occupancy was 80.6%, according to the Dec.
31, 2011, rent roll," S&P said.

The 90 John Street loan ($57.0 million, 2.9%), is the fourth-
largest loan in the pool. The loan is secured by a 185,951-sq.-ft.
class B office building in Manhattan's Financial District. The
reported DSC was 1.04x for the nine months ended Sept. 30, 2011,
and occupancy was 87.5%, according to the November 2011 rent roll.

The Arbors at Broadlands loan ($50.4 million, 2.6%), the sixth-
largest loan in the pool, has a reported DSC of 0.95x for year-end
2011. The loan is secured by a 240-unit, multifamily property in
Ashburn, Va., 25 miles west of Washington, D.C. Occupancy was
93.8%, according to the Sept. 22, 2011, rent roll.

The 3660 Wilshire Boulevard loan ($41.0 million, 2.1%), the 10th-
largest loan in the pool, is secured by a 13-story, 267,606-sq.-
ft. office building in the Mid-Wilshire submarket of Los Angeles.
The reported DSC was 1.05x for the nine months ended Sept. 30,
2011, and occupancy was 72.4%, according to the September 2011
rent roll.

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

            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/1111488.pdf

RATINGS LOWERED

COBALT CMBS Commercial Mortgage Trust 2007-C3
Commercial mortgage pass-through certificates

             Rating
Class  To              From           Credit enhancement (%)
B      B (sf)          B+ (sf)                          9.70
C      B (sf)          B+ (sf)                          8.67
D      B- (sf)         B (sf)                           7.39
E      B- (sf)         B (sf)                           6.37
F      CCC+ (sf)       B- (sf)                          5.08

RATINGS AFFIRMED

COBALT CMBS Commercial Mortgage Trust 2007-C3
Commercial mortgage pass-through certificates

Class    Rating                Credit enhancement (%)
A-2      AAA (sf)                               29.82
A-3      AAA (sf)                               29.82
A-PB     AAA (sf)                               29.82
A-4      BBB+ (sf)                              29.82
A-1A     BBB+ (sf)                              29.82
A-M      BB+ (sf)                               19.57
A-J      B+ (sf)                                11.75
G        CCC- (sf)                               3.93
IO       AAA (sf)                                 N/A

N/A - Not applicable.


COMM 2012-LC4: Moody's Assigns 'B2' Rating to Cl. F Certificates
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to twelve classes
of CMBS securities, issued by COMM 2012-LC4 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2012-
LC4.

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

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

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

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

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

Cl. B, Definitive Rating Assigned Aa2 (sf)

Cl. C, Definitive Rating Assigned A2 (sf)

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

Cl. X-B, Definitive Rating Assigned Ba3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Cl. F, Definitive Rating Assigned B2 (sf)

Ratings Rationale

The Certificates are collateralized by 43 fixed rate loans secured
by 67 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.63X is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.19X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 90.3% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated debt) of 94.9% is also considered
when analyzing various stress scenarios for the rated debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
22.0. The transaction's loan level diversity is in-line with
Herfindahl scores found in most multi-borrower transactions issued
since 2009. With respect to property level diversity, the pool's
property level Herfindahl Index is 27.5. The transaction's
property diversity profile is in-line with the indices calculated
in most multi-borrower transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.4, which is slightly
worse with the indices calculated in most multi-borrower
transactions since 2009.

The transaction benefits from two loans, representing
approximately 9.4% of the pool balance in aggregate, assigned an
investment grade credit estimate. Loans assigned investment grade
credit estimates are not expected to contribute any loss to a
transaction in low stress scenarios, but are expected to
contribute minimal amounts of loss in high stress scenarios.
Moody's also considers the creditworthiness of loans when
evaluating the effects of pooling among portfolio assets.
Generally, a loan's affect on the diversity profile of a portfolio
is inversely correlated with the loan's creditworthiness. As such,
high quality loans only marginally benefit a pool's diversity
profile when they are small, or marginally harm a pool's diversity
profile when they are large.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator ver1.0 which references
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology.

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

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

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 13%, or 21%, the model-indicated rating for the currently
rated Super Senior Aaa classes and the rated Aaa A-M class would
be Aaa, Aaa, and Aa1 and Aa1, Aa2, and A1, respectively. Parameter
Sensitivities are not intended to measure how the rating of the
security might migrate over time; rather they are designed to
provide a quantitative calculation of how the initial rating might
change if key input parameters used in the initial rating process
differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating
to the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of, Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.


CONNECTICUT VALLEY: S&P Raises Ratings on 2 Classes to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes from Connecticut Valley Structured Credit CDO III Ltd. and
four classes from Rockwall CDO Ltd. Connecticut Valley Structured
Credit CDO III Ltd. is a U.S. collateralized debt obligation (CDO)
transaction backed predominantly by tranches from other CDOs of
corporate securities (CDO of corporate CDOs), while Rockwall CDO
Ltd. is a U.S. collateralized loan obligation (CLO) transaction.
"At the same time, we affirmed our ratings on seven classes from
Osprey CDO 2006-1 Ltd., six from Rockwall CDO II Ltd., three from
Rockwall CDO Ltd., and two ratings from Claris III Ltd.  Osprey
CDO 2006-1 Ltd. and Rockwall CDO II Ltd. are CLOs, while Claris
III Ltd. is a CDO retranching of the A-1LA notes issued by
Rockwall CDO Ltd.," S&P said.

"All these transactions have significant exposure to tranches from
other CLOs. Connecticut Valley Structured Credit CDO III Ltd. has
100% exposure to such assets. Rockwall CDO Ltd. has about 33% of
its performing pool in such assets; Osprey CDO 2006-1 Ltd. has
approximately 40%, while Rockwall CDO II Ltd. has approximately
37%," S&P said.

"The upgrades reflect an improvement in the underlying
performance, as well as significant paydowns to the senior notes
in the two transactions since our last rating actions," S&P said.

"Connecticut Valley Structured Credit CDO III Ltd. had $7.48
million in defaulted assets as of the Dec. 16, 2011, trustee
report, compared with $41.27 million in the March 16, 2010,
report, which we referenced for our last downgrade in May 2010.
The A-1 notes have paid down over $52 million since March 2010 and
have $154.96 million, or 68.72% of their original balance
remaining, according to the Dec. 16, 2011, trustee report," S&P
said.

"Rockwall CDO Ltd. had $39.96 million in defaulted assets as of
the Jan. 23, 2012, trustee report, compared with the $60.98
million noted in the March 23, 2011, report, which we referenced
for our last upgrade action in April 2011. The A-1LA notes from
Rockwall CDO Ltd. have paid down approximately $51 million since
March 2011 and have $440.9 million, or 81.96% of their original
balance, remaining according to the Jan. 23, 2012, trustee report.
The class X notes have paid down to $3.5 million, or 25% of their
original balance. The subordinate notes benefit from the
transaction's improvements and the paydowns to the senior notes.
Hence we are raising these ratings, while we are affirming the
ratings on classes X, A-1LA, and the A-1LB," S&P said.

"The affirmations of the ratings of Osprey CDO 2006-1 Ltd. and
Rockwall CDO II Ltd. reflect the availability of credit support at
the current rating levels. Both Osprey CDO 2006-1 Ltd. and
Rockwall CDO II Ltd. have significant exposure to structured
finance assets, specifically to tranches of other CDOs
and have a marginally higher level of defaulted assets since our
last review in 2011," S&P said.

"The tranche 1 and tranche 2 notes from Claris III Ltd. series 16
are retranched off of the class A-1LA notes of Rockwall CDO Ltd.
We are affirming these ratings to reflect our affirmation of the
class A-1LA notes from Rockwall CDO Ltd.," S&P said

"We will continue to review our ratings on the notes and assess
whether, in our view, they remain consistent with the credit
enhancement available to support them and take rating actions as
we deem necessary," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Connecticut Valley Structured Credit CDO III Ltd.
                      Rating
Class            To           From
A-1              BBB+ (sf)    BBB- (sf)
A-2              BBB (sf)     BB+ (sf)
A-3A             BB+ (sf)     B+ (sf)
A-3B             BB+ (sf)     B+ (sf)
C-1              B (sf)       CCC- (sf)
C-2              B (sf)       CCC- (sf)

Rockwall CDO Ltd.
                      Rating
Class            To           From
A-2L             BBB- (sf)    BB+ (sf)
A-3L             BB+ (sf)     BB (sf)
A-4L             BB+ (sf)     BB- (sf)
B-1L             B (sf)       CCC- (sf)

RATINGS AFFIRMED

Osprey CDO 2006-1 Ltd.
Class        Rating
X            AAA (sf)
A-1LA        AA+ (sf)
A-1LB        AA- (sf)
A-2L         A- (sf)
A-3L         BBB+ (sf)
B-1L         BBB- (sf)
B-2L         BB+ (sf)

Rockwall CDO Ltd.
Class            Rating
X                AAA (sf)
A-1LA            A+ (sf)
A-1LB            BBB+ (sf)

Rockwall CDO II Ltd.
Class            Rating
A-1LA            BBB+ (sf)
A-1LB            BB+ (sf)
A-2L             BB- (sf)
A-3L             B+ (sf)
B-1L             CCC+ (sf)
B-2L             CCC- (sf)

Claris III Limited
Series 16
Class            Rating
Tranche 1        AA (sf)
Tranche 2        A+ (sf)


CPS AUTO 2012-A: S&P Assigns 'B+' Rating on Class D Fixed Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CPS
Auto Receivables Trust 2012-A's $155 million asset-backed notes.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The ratings reflect S&P's view of:

* "The availability of approximately 31.5%, 26.7%, 23.1%, and
   20.9% credit support for the class A, B, C, and D notes based
   on stressed cash flow scenarios (including excess spread).
   These credit support levels provide coverage of more than 2.3x,
   1.75x, 1.60x, and 1.17x our 11.75-12.25% expected cumulative
   net loss range for the class A, B, C, and D notes," S&P said.

* "The expectation that, under a moderate stress scenario of
   1.75x our expected net loss level, the ratings on the class A,
   B, and C notes will not decline by more than two rating
   categories during the first year, all else being equal. This is
   consistent with our credit stability criteria, which outlines
   the outer bound of credit deterioration equal to a two-category
   downgrade within the first year for 'A', 'BBB', and 'BB' rated
   securities," S&P said.

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

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

* "The collateral characteristics of the subprime automobile
   loans securitized in this transaction," S&P said.

* "The transaction's payment and credit enhancement structures,
   which include performance triggers," S&P said.

* The transaction's legal structure.

           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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
CPS Auto Receivables Trust 2012-A

Class     Rating       Type            Interest           Amount
                                       rate             (mil. $)
A         A (sf)       Senior          Fixed              131.75
B         BBB (sf)     Subordinate     Fixed                9.30
C         BB+ (sf)     Subordinate     Fixed                7.75
D         B+ (sf)      Subordinate     Fixed                6.20


CREDIT SWAP MORGAN STANLEY: S&P Lowers Notes Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services  lowered its rating
on the notes issued by Credit Default Swap's Morgan Stanley
Capital Services Inc. series NG5HV transaction.

"The transaction is a total return swap that is directly linked to
the rating on the class IC floating-rate notes from Morgan Stanley
Managed Aces SPC's series 2006-6, which we lowered to 'D (sf)' on
March 1, 2012," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATING LOWERED

Credit Default Swap
Morgan Stanley Capital Services Inc. - DekaBank Deutsche
Girozentrale Series
NG5HV

                         Rating
Class                 To                 From
Notes                 Dsrp (sf)          CCC-srp (sf)


CSFB 1998-C2: Moody's Affirms 'C' Rating on Class I Certificates
----------------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the ratings of seven
classes of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1998-C2 as
follows:

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

Cl. E, Affirmed at Aaa (sf); previously on Feb 9, 2007 Upgraded to
Aaa (sf)

Cl. F, Affirmed at A3 (sf); previously on Mar 17, 2011 Upgraded to
A3 (sf)

Cl. G, Affirmed at Ba1 (sf); previously on Mar 17, 2011 Upgraded
to Ba1 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on May 21, 2009
Downgraded to Caa3 (sf)

Cl. I, Affirmed at C (sf); previously on Jan 19, 2006 Downgraded
to C (sf)

Cl. AX, Affirmed at B3 (sf); previously on Feb 22, 2012 Downgraded
to B3 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
7.7% of the current balance compared to 7.5% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12 compared to 12 at the Moody's prior review.

In cases where the Herf falls below 20, Moody's employs also the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.2. The large loan model derives
credit enhancement levels based on an aggregation of adjusted loan
level proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 17, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 87% to $251.9
million from $1.92 billion at securitization. The Certificates are
collateralized by 49 mortgage loans ranging in size from less than
1% to 20% of the pool, with the top ten loans representing 68% of
the pool. The pool includes a credit tenant lease (CTL) component,
representing 50% of the pool. One loan, representing 20% of the
pool, has an investment grade credit estimate. Six loans,
representing 6% of the pool, have defeased and are collateralized
with U.S. Government securities.

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

Eighteen loans have been liquidated from the pool since
securitization, resulting in a $49.6 million loss (48% loss
severity on average). There are currently two loans, representing
16% of the pool, in special servicing. The largest loan is the
Camco Portfolio Loan ($31.9 million -- 12.6%), which is secured by
two retail properties and one industrial property totaling 547,000
square feet. The properties are located in North Richland Hills
(2) and Irving, Texas. The portfolio was 81% leased as of June
2011 compared to 76% at last review. The loan has passed its
October 11, 2008 anticipated repayment date (ARD) and was
transferred to special servicer in December 2009. The loan has
been modified to decrease the interest rate and extend the term
and is being monitored by the servicer.

Moody's estimates an aggregate $7.1 million loss for all specially
serviced loans (17% expected loss on average). The servicer has
recognized appraisal reductions totaling $8.7 million for the
specially serviced loans.

Moody's has also assumed a high default probability for one poorly
performing loans representing 1.2% of the pool and has estimated
an aggregate $1.1 million loss (37% expected loss based on a 75%
probability default) from this troubled loan.

Moody's was provided with full year 2010 and partial year 2011
operating results for 95% and 11% of the pool, respectively,
excluding the CTL component and specially serviced and defeased
loans. Excluding specially serviced and troubled loan, Moody's
weighted average conduit LTV is 90% compared to 86% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 22% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 10.4%.

Excluding specially serviced and troubled loans, Moody's conduit
actual and stressed DSCRs are 1.01X and 1.49X, respectively,
compared to 1.17X and 1.62X 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 180 Water Street Loan
($49.3 million - 19.6%), which is secured by a 505,000 square foot
office building located in the Financial District submarket of New
York City. The property is 100% leased to the City of New York
Department of Citywide Administrative Services under a long-term
lease which expires in June 2018. The loan amortizes on a 20-year
schedule and matures in August 2013. Performance has been stable.
The loan has amortized by 34% since securitization. Moody's
current credit estimate and stressed DSCR are A2 and 1.68X,
respectively, compared to A2 and 1.53X at last review.

The top three performing conduit loans represent 7% of the pool
balance. The largest loan is the Jewelry Theatre Building loan
($8.2 million - 3.3%), which is secured by a 72,000 square foot
retail property located in the Jewelry District of Los Angeles,
California. Performance has been stable since last review. As of
December 2011 the property was 77% leased compared to 68% at last
review. Moody's LTV and stressed DSCR are 117% and 0.97X,
respectively, compared to 121% and 0.94X at last review.

The second largest loan is the Agawan Stop & Shop Loan ($6.5
million - 2.6% of the pool), which is secured by a 66,500 square
foot retail property located in Agawam, Massachusetts. The
property is 100% leased to the Stop & Shop Supermarket under a
lease which expires in January 2014. Although, performance has
been stable, at this review Moody's incorporated its dark/lit
analysis due to a single tenant exposure and a short term lease
expiration. Moody's LTV and stressed DSCR are 86% and 1.2X,
respectively, compared to 76% and 1.36X at last review.

The third largest loan is the Derrer Field Estates Apartments Loan
($3.0 million -- 1.2% of the pool), which is secured by a 151-unit
apartment building located in Columbus, Ohio. Occupancy as of
December 2011 was 93% compared to 89% at last review. The loan is
on the servicer's watchlist due to low DSCR and passing its
anticipated repayment date (ARD). Moody's has recognized this loan
as a troubled loan. Moody's LTV and stressed DSCR are 137% and
0.75X, respectively, compared to 131% and 0.79X at last review.

The CTL component includes 30 three loans ($124.7 million --
49.5%) secured by properties leased to seven tenants under
bondable leases. The largest exposures are Motel 6/Accor SA (57%
of the CTL component), CVS/Caremark Corp. (17%; Moody's senior
unsecured rating Baa2 - stable outlook) and United Artists (4%).
The bottom-dollar weighted average rating factor (WARF) for the
CTL pool is 2,181 compared to 2,199 at last review. WARF is a
measure of the overall quality of a pool of diverse credits. The
bottom-dollar WARF is a measure of the default probability within
the pool.


CSFB 2001-CK1: Moody's Affirms 'C' Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed five classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-CK1 as follows:

Cl. G, Upgraded to Aaa (sf); previously on May 25, 2011 Upgraded
to Aa3 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on May 25, 2011 Upgraded
to Baa1 (sf)

Cl. J, Affirmed at Ca (sf); previously on Nov 4, 2010 Downgraded
to Ca (sf)

Cl. K, Affirmed at C (sf); previously on Nov 4, 2010 Downgraded to
C (sf)

Cl. L, Affirmed at C (sf); previously on Nov 4, 2010 Downgraded to
C (sf)

Cl. A-X, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. A-CP, Upgraded to Aaa (sf); previously on Feb 22, 2012
Downgraded to Aa3 (sf)

RATINGS RATIONALE

The upgrade of Class G is due to the significant increase in
subordination due to loan payoffs and amortization and overall
stable pool performance. The pool has paid down by 29% since
Moody's last review. The rating of the IO Class, Class A-CP, is is
upgraded because its reference class, Class G, is upgraded.

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

Moody's rating action reflects a cumulative base expected loss of
22.8% of the current balance. At last review, Moody's cumulative
base expected loss was 25.5%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 8 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 review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 25, 2011.

DEAL PERFORMANCE

As of the February 21, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $60.6
million from $997.1 million at securitization. The Certificates
are collateralized by nine mortgage loans ranging in size from 2%
to 28% of the pool. One loan, representing 17% of the pool, has
defeased and is collateralized with U.S. Government securities.

One loan, representing 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-four loans have been liquidated from the pool, resulting in
an aggregate realized loss of $34.4 million (35% loss severity
overall). Five loans, representing 67% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $7.4 million appraisal reduction for three of the
specially serviced loans. Moody's has estimated an aggregate $12.9
million loss (32% expected loss on average) for the specially
serviced loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $2.91 million affecting
Classes O through J. 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.

Moody's was provided with full year 2010 and partial year 2011
operating results for 100% of the pool's non-defeased and non-
specially serviced loans. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 81% compared to
89% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 25% 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 1.14X and 1.31X, respectively, compared to
1.56X and 1.31X 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 two performing loans represent 6% of the pool balance and are
stable compared to last review. The three largest loans in the
pool are all specially serviced and represent 53% of the current
pool balance. The largest specially serviced loan is the One
Renaissance Center Loan ($16.8 million -- 27.7% of the pool),
which is secured by a 160,509 square foot (SF) office building
located in Raleigh, North Carolina. The loan was transferred to
special servicing in January 2011 due to a maturity default. The
property was 90% leased as of February 2012 compared to 75% at
last review.

The second largest specially serviced loan is the Siemens Facility
Loan ($8.6 million -- 14.2% of the pool), which is secured by a
146,811 SF office building located in Lafayette, Indiana. The loan
transferred to special servicing in September 2011 due to imminent
maturity default. The property was 100% leased as of February 2012
compared to 64% as of December 2011.

The third largest specially serviced loan is the Alameda West
Shopping Center Loan ($7.0 million -- 11.5% of the pool), which is
secured by a 126,627 SF grocery-anchored retail center located in
Albuquerque, New Mexico. The loan was transferred to special
servicing in March 2010 due to imminent monetary default and is
currently real estate owned (REO). The property was 60% leased as
of February 2012.


CSFB 2005-C2: Moody's Cuts Rating on Cl. B Certificates to 'C'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed ten classes of Credit Suisse First Boston Mortgage
Securities Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2005-C2 as follows:

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

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

Cl. A-4, Affirmed at Aa2 (sf); previously on Aug 26, 2010
Downgraded to Aa2 (sf)

Cl. A-1-A, Affirmed at Aa2 (sf); previously on Aug 26, 2010
Downgraded to Aa2 (sf)

Cl. A-MFL, Downgraded to Ba1 (sf); previously on Aug 26, 2010
Downgraded to Baa1 (sf)

Cl. A-MFX, Downgraded to Ba1 (sf); previously on Aug 26, 2010
Downgraded to Baa1 (sf)

Cl. A-J, Downgraded to Caa3 (sf); previously on Aug 26, 2010
Downgraded to Caa1 (sf)

Cl. B, Downgraded to C (sf); previously on Aug 26, 2010 Downgraded
to Ca (sf)

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

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

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

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

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

Cl. A-X, Downgraded to B2 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

Cl. A-SP, 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 realized and anticipated losses from specially
serviced and troubled loans and the potential for future interest
shortfalls hitting the A-MFL and A-MFX classes following recent
appraisal reductions. The downgrade of the IO Class, Class A-X, is
due to a decline in the overall credit performance of the pool.

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

The rating of the IO Class, Class A-SP, is consistent with the
expected credit performance of its reference classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
14.5% of the current balance. At last full review, Moody's
cumulative base expected loss was 11.2%. The current cumulative
base loss plus realized losses is 20.1% compared to 16.8% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator version
1.0, which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and the IO type corresponding
to an IO type as defined in the published methodology. The
calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
version 1.0 would provide both a Baa3 (sf) and Ba1 (sf) IO
indication for consideration by the rating committee.

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 25, down from 26 at Moody's prior full review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated
March 23, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 23% to $1.24
billion from $1.61 billion at securitization. The Certificates are
collateralized by 143 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans, excluding
defeased loans, representing 48% of the pool. Eleven loans,
representing 6.0% of the pool, have defeased and are
collateralized with U.S. Government securities. No loans have
investment grade credit estimates.

Thirty-eight 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) monthly reporting package. As part
of Moody's ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $88.5 million loss (47%
loss severity on average). Currently 11 loans, representing 15% of
the pool, are in special servicing. The largest specially serviced
loan is The Tri-County Mall Loan ($147.5 million -- 11.9% of the
pool), which is secured by a 1.1 million square foot (SF) regional
mall located in Cincinnati, Ohio. The loan was transferred to
special servicing in August 2009 due to monetary default and is
currently 90+ days delinquent. The remaining ten specially
serviced loans are secured by a mix of property types. The master
servicer has recognized an aggregate $163.3 million appraisal
reduction for nine of the specially serviced loans. Moody's has
estimated an aggregate loss of $128.4 million (71% expected loss
on average) for all of the specially serviced loans.

Moody's has assumed a high default probability for nine poorly
performing loans representing 14% of the pool and has estimated a
$31.9 million loss (18% 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% of the non-defeased performing pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 98%, compared to 100% at last full review. Moody's
net cash flow reflects a weighted average haircut of 11% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.29X and 1.05X, respectively, compared to
1.26X and 1.04X, respectively, at last full review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 21% of the pool
balance. The largest performing loan is the 390 Park Avenue Loan
($104.1 million -- 8.4% of the pool), which is secured by a
234,000 SF Class A office building located in New York City. The
property was 100% leased as of December 2011, the same as at last
review. Net operating income has increased slightly since last
review and performance is stable. The property is subject to a
long-term ground lease which expires in 2049 with four, 12-year
renewal options. Moody's LTV and stressed DSCR are 100% and 0.92X,
respectively, compared to 110% and 0.83X, at last review.

The second largest performing loan is the Spectrum Office
Portfolio Loan ($81.0 million -- 6.5% of the pool), which is
secured by six office properties located in the River North
submarket of Chicago, Illinois. The portfolio was 89% leased as of
September 2011, similar to last review. Portfolio performance has
increased slightly since last review. Moody's LTV and stressed
DSCR are 124% and 0.83X, respectively, the same as at last review.

The third largest performing loan is the 65 Broadway Loan ($69.4
million -- 5.6% of the pool), which is secured by a 342,000 SF
office building located in New York City in the Battery Park
submarket. The property was 87% leased as of September 2011
compared to 86% at last review. Performance has been stable.
Moody's LTV and stressed DSCR are 101% and 0.91X, respectively,
compared to 113% and 0.81X, respectively, at last review.


CSFB 2007-TFL2: Moody's Affirms 'C(sf)' Rating on Class E Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed nine classes of Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-
Through Certificates, Series 2007-TFL2. Moody's rating action is
as follows:

Cl. A-1, Affirmed at A2 (sf); previously on Sep 16, 2010 Confirmed
at A2 (sf)

Cl. A-2, Affirmed at B1 (sf); previously on Apr 28, 2011
Downgraded to B1 (sf)

Cl. A-3, Affirmed at B2 (sf); previously on Apr 28, 2011
Downgraded to B2 (sf)

Cl. B, Affirmed at B3 (sf); previously on Apr 28, 2011 Downgraded
to B3 (sf)

Cl. C, Affirmed at Caa1 (sf); previously on Apr 28, 2011
Downgraded to Caa1 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on Apr 28, 2011
Downgraded to Caa3 (sf)

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

Cl. A-X-1, Affirmed at Caa1 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Cl. A-X-2, Affirmed at B2 (sf); previously on Feb 22, 2012
Downgraded to B2 (sf)

Ratings Rationale

The affirmations were 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 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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000, and "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

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 review also used the CMBS IO calculator ver1.0 which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology. The calculator then returns a
calculated IO rating based on both a target and mid-point . For
example, a target rating basis for a Baa3 (sf) rating is a 610
rating factor. The midpoint rating basis for a Baa3 (sf) rating is
775 (i.e. the simple average of a Baa3 (sf) rating factor of 610
and a Ba1 (sf) rating factor of 940). If the calculated IO rating
factor is 700, the CMBS IO calculator ver1.0 would provide both a
Baa3 (sf) and Ba1 (sf) IO indication for consideration by the
rating committee.

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 a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated April 28, 2011.

DEAL PERFORMANCE

As of the March 17, 2012 distribution date, the transaction's
certificate balance decreased by approximately 45% to $835.1
million from $1.52 billion at securitization due to the payoff of
two loans, the liquidation of two loans, and partial paydowns of
the remaining four loans in the pool. The Certificates are
collateralized by four floating-rate loans ranging in size from 6%
to 51% of the pooled trust mortgage balance. The largest three
loans account for 94% of the pooled balance. The pool composition
includes casino properties (51% of the pooled balance), office
(43%), and hotel (6%).

Classes A-3 through L have experienced significant interest
shortfalls totaling $7.0 million as of the March 2012 distribution
date. Moody's expects the interests shortfalls associated the
Resorts Atlantic City loan and the Bicayne Landing loan to remain
permanent. Interest shortfalls are caused by special servicing
fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs) and extraordinary trust
expenses.

The pool has experienced $252.2 million in losses since
securitization due to losses from the liquidation of both the
Resorts Atlantic City loan and the Biscayne Landing loan. Classes
F, G, H, J, K, and L have been wiped out.

Moody's weighed average pooled loan to value (LTV) ratio is 95%,
compared to over 100% at last review and 63% at securitization.
Moody's pooled stressed debt service coverage (DSCR) is 1.24X
compared to 0.87X to last review and 1.31X 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 have a Herf of less than 20. The pool has a Herf
of 3, the same as last review.

There are currently two loans in special servicing, the Whitehall
Seattle Portfolio loan ($292.5 million, 36% of the pooled balance)
and the 100 West Putnam loan ($67.0 million, 8%). The Whitehall
Seattle Portfolio loan transferred to special servicing in
December 2011 and is collateralized by twelve office properties in
Seattle, Washington. As of September 2011, the occupancy was 64%
compared to 92% at securitization and the net cash flow has
decreased. The borrower is requesting a loan extension. There is
subordinate debt in the form of a $173.8 million B-Note and $430.2
million of mezzanine debt. Loan maturity is April 2012. Moody's
current pooled LTV is 100% and stressed DSCR is 1.02X. Moody's
current credit estimate is Caa1.

The 100 West Putnam loan ($67.0 million, 8% of the pooled balance)
transferred to special servicing in March 2012 and is
collateralized by a 157,000 square foot office property in
Greenwich, Connecticut. At the time of securitization, the single
tenant had vacated which allowed the sponsor to renovate the
building. Occupancy was 94% as of January 2012. There is
subordinate debt in the form of a $48.9 million B-Note and $30.0
million of mezzanine debt. The total amounts to $930 per square
foot. Loan maturity is March 2012. Moody's current pooled LTV is
98% and stressed DSCR is 1.02X. Moody's current credit estimate is
Caa2.

The remaining two loans include the Planet Hollywood loan ($427.8
million, 51% of the pooled balance) and the Westin DFW loan ($50
million, 6%). The largest loan in the pool, the Planet Hollywood
loan is collateralized by a 2,516 guestroom hotel and casino
located on Las Vegas Boulevard in Las Vegas, Nevada. The net cash
flow has fallen significantly since securitization. However, the
property was recapitalized in 2010 and performance is increasing.
Gaming revenue has increased 19% 2010 to 2011 year on year and the
RevPAR is up 10% for the same period. There is additional debt in
the form of a subordinate $94.4 million B-Note. Loan maturity is
December 2013. Moody's current pooled LTV is 93% and stressed DSCR
is 1.39X. Moody's current credit estimate is B3.

The Westin DFW loan ($50 million, 6% of the pooled balance) is
collateralized a 506 room hotel near the Dallas-Fort Worth
airport. The hotel's RevPAR growth for 2011 was 5.7% compared to
the competitive set RevPAR growth of 7.8% according to Smith
Travel Research. There is additional debt in the form of a
subordinate $27 million B-Note. The loan matures in April 2012.
Moody's current pooled LTV is 81% and stressed DSCR is 1.53X.
Moody's current credit estimate is B1.


DENALI CAPITAL: S&P Raises Rating on Class C Notes From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of notes from Denali Capital CLO V Ltd., a collateralized
loan obligation (CLO) backed by corporate loans. Denali Capital
LLC manages the transaction. "At the same time, we removed the
rating from CreditWatch with positive implications, where we had
placed it on Dec. 20, 2011. We affirmed two other ratings on the
transaction," S&P said.

"This transaction entered its amortization phase in October 2011.
The class A-1 and A-2 notes have been paid down by $2.03 million
and $22.85 million since the December 2009 rating action. We note
a significant decrease in the amount of defaulted obligations and
'CCC' rated obligations over the same period. As a result, the
class A, B, and C overcollateralization (O/C) ratios have
increased. The upgrades reflect the pay down of the senior notes,
as well as the improved credit quality of the transaction's
underlying asset portfolio which has benefited the rated notes,"
S&P said.

The affirmations reflect credit quality commensurate with their
current rating levels.

"Standard & Poor's will continue to review whether, in our view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them and take rating
actions as we deem necessary," S&P 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/1111488.pdf

RATING AND CREDITWATCH ACTIONS

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

RATINGS AFFIRMED

Denali Capital CLO V Ltd.

Class          Rating
A-1            AA+(sf)
A-2            AA+(sf)


DLJ 1996-CF1: Moody's Raises Rating on Class B-4 Certs. to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class of DLJ
Commercial Mortgage Corp., Commercial Mortgage Pass-Through
Certificates, Series 1996-CF1 as follows:

Cl. B-4, Upgraded to Ba2 (sf); previously on May 20, 2010 Upgraded
to B1 (sf)

Ratings Rationale

The upgrade is due to increased credit subordination. The pool has
amortized 20% since last review and 98% since securitization.

Moody's rating action reflects a cumulative base expected loss of
3.5% of the current balance. At last review, Moody's cumulative
base expected loss was 3.3%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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

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 1 compared to 2 at Moody's prior review.

Moody's employed the large loan/single borrower methodology in
this transaction because there is only one loan remaining. This
methodology uses the excel-based Large Loan Model v 8.1 and then
reconciles and weights the results from the two models in
formulating a rating recommendation. The large loan model derives
credit enhancement levels based on an aggregation of adjusted loan
level proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type, and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated
March 30, 2011.

DEAL PERFORMANCE

As of the March 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $11.1
million from $470.1 million at securitization. The Certificates
are collateralized by one mortgage loan, representing 100% of the
pool.

Seven loans have been liquidated from the pool, resulting in an
aggregate $17.2 million realized loss (34% loss severity on
average), the same as at last review. Currently there are no loans
in special servicing.

Moody's was provided with full year 2009 and partial year 2010
operating results for the remaining loan. Moody's LTV for this
loan is 72%. Moody's value reflects a weighted average
capitalization rate of 10.5%.

Moody's actual and stressed DSCRs for the remaining loan are 0.49X
and 1.61X, 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 remaining loan in the pool is the Maccabees Office Center Loan
($11.1 million - 100% of the pool), which is secured by a 366,000
square foot (SF) office building located in Southfield, a suburb
of Detroit, Michigan. Constructed in 1963, the collateral is
comprised of an 11-story tower and a 3-story low-rise building. As
of February 2012, the property was 98% leased compared to 96% at
last review. The largest tenants are Royal Maccabees Life
Insurance, a subsidiary of Reassurance America Life Insurance
Company (Moody's Senior Unsecured rating of A1; positive outlook),
which leases 43% of the net rentable area (NRA) through December
2013; W.B. Doner, which leases 29% of the NRA through May 2020;
and Sullivan, Asher, Ward and Patton P.C., which leases 12% of the
NRA through 2020. The property's performance declined in 2011 when
the effective gross income dropped 12%. The decrease in expense
reimbursement is attributed to W.B. Doner's renewing its lease
through 2020. Although the performance of this property has been
relatively stable, Moody's is concerned with the significant lease
rollover risk in 2013 and the softness of the Southfield sub-
market. The building has an average in-place base rent of $17.38
per square foot. CBRE Economic Advisors reports that the sub-
market's gross asking rent is $15.70 with a vacancy rate of 28%.
Furthermore, Loopnet.com, an online commercial real estate listing
service, has several listings for several properties in the
immediate vicinity with asking rents between $12 and $16/SF. The
loan matures in January 2016 and fully amoritizes over the term.
Moody's valuation reflects a stressed cash flow analysis based on
market rent and vacancy levels. Moody's LTV and stressed DSCR are
72% and 1.61X.


DRYDEN XXII: S&P Affirms 'BB' Rating on US$12MM Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dryden
XXII Senior Loan Fund/Dryden XXII Senior Loan Fund Corp.'s $271.8
million floating rate notes following the transaction's effective
date as of Feb. 29, 2012.

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 said.

"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 said.

"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," S&P said.

"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.

            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/1111488.pdf

RATINGS AFFIRMED
Dryden XXII Senior Loan Fund/Dryden XXII Senior Loan Fund Corp.

Class                Rating      Amount (mil. $)
A-1                  AAA (sf)             195.00
A-2                  AA (sf)               26.85
B-1 (deferrable)     A (sf)                17.30
B-2 (deferrable)     A (sf)                 7.00
C (deferrable)       BBB (sf)              13.65
D (deferrable)       BB (sf)               12.00
Subordinated         NR                    33.05

NR - Not rated.


EDUCAP INC: S&P Lowers Rating on Class B Note to 'B'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B note issued by EduCap Inc.'s student loan asset-backed notes
series 2004-1 to 'B (sf)' from 'A (sf)'. "At the same time, we
removed the rating from CreditWatch with negative implications,
where we placed it on June 10, 2011," S&P said.

"The downgrade reflects our view of the class' current available
credit enhancement, for which we don't expect any future
improvement. The class B notes originally benefited from excess
spread and a reserve account. Due to the current cost of funds
structure of the class B auction-rate note, we believe class B is
benefiting from minimal to no excess spread as it is being paid
interest based on the net loan rate. Generally, we expect this to
continue for the remaining term of the transaction. This, in our
view, will prevent class B from ever becoming sufficiently
collateralized," S&P said

"We recently affirmed our rating on the class A notes," S&P said.

                   COLLATERAL AND POOL PERFORMANCE

"The trust consists of Stafford, PLUS, and consolidated Federal
Family Education Loan Program (FFELP) loans, with Stafford and
Plus loans constituting most of the collateral. Based on the
original profile of the loans, we believe the majority of the
loans have been in repayment for at least five years. Because most
of the loans were originated before April 2006, they benefit from
floor income (which allows the trust to retain the difference
between the borrowers' interest payment and the special allowance
payment made on behalf of the U.S. federal government).
Furthermore, most of the loans benefit from the U.S. federal
government's reinsurance of at least 98% of the loans' principal
and interest," S&P said.

"The majority of the loans are in repayment, but the delinquency,
deferment, and forbearance levels are escalated due to the
challenging economic landscape and tough job prospects. We believe
the high levels of loans in nonpayment status will contribute to
decreases in parity, as the transaction will have to use principal
collections to make interest payments on the notes. We believe
this is because the failed auction rate definition is based on
accrued amounts as opposed to amounts collected," S&P said.

                      STRUCTURE AND PARITY

"The issuance originally consisted of approximately 90% LIBOR-
based notes and 10% auction-rate notes. After the transaction pays
the class A-3 notes in full (which we expect to occur over the
course of the next two quarters), the trust will comprise 100%
auction-rate notes," S&P said. Per the transaction documents, the
maximum auction-rate definition is the lesser of:

* 17%;

* One month LIBOR plus 3.50% (maximum rate permitted by law);
   and

* The adjusted student loan rate (which is generally based on the
   amount interest rate payable on the student loans {including
   any accrued SAP or ISP amounts} in the trust minus
   administrative expenses and losses realized on the student
   loans during the preceding three calendar months).

"Currently, the remaining senior notes receive three-month LIBOR
plus 0.20%. This is much less than the adjusted student loan rate
paid on the auction-rate notes and allows for some excess spread
on the portion of assets funded with these LIBOR-based senior
notes. We expect that as the structure moves toward 100% auction-
rate notes, the adjusted student loan rate definition will cause
the trust to have minimal, if any, excess spread. We believe some
of the collateral benefits, such as floor income, will be passed
through to the noteholders as interest through the failed auction
rate definition as opposed to being used to build total parity,"
S&P said.

                  CASH FLOW MODELING ASSUMPTIONS

"We used the information in a loan-level collateral file the
issuer provided, which we adjusted for information set out in the
latest servicer reports, to run midstream cash flows," S&P said.
These are some of the major assumptions S&P modeled:

* Defaults in the 0% to 17% range;

* Servicer rejects in the 0.30% to 1.25% range;

* Moderately front loaded four year default curve;

* Recovery rates at the government guaranty provided for on the
   loan-level collateral file;

* Prepayment speeds starting at approximately 2% CPR (constant
   prepayment rate, an annualized prepayment speed stated as a
   percentage of the current loan balance) and ramping up 1% per
   year to a maximum rate of 8% CPR.

S&P held the applicable maximum rate constant for the remaining
life of the deal;

* Deferment levels of 25% for four years;

* Forbearance levels of 15% for three years;

* Special allowance payments and interest rate subsidy delays of
   two months;

* Delay of U.S. DOE claim reimbursement on defaulted loans of 300
   days to 630 days;

* Stressed interest rate vectors for the various indices at a
   noninvestment grade stress level; and

* Auctions failed for the life of each transaction.

"We determined the coupons for auction-rate notes based on the
applicable 'maximum rate' definition in the transaction documents.
Based on our cash flow runs, the class B notes are not able to
make a full principal payment at the legal final maturity date
because parity is below 100%. Accordingly, we lowered our 'A (sf)'
rating on the class B notes to 'B (sf)' to reflect our view of the
current available credit enhancement. We will continue to monitor
total parity levels as the notes move closer to their final
maturity dates," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com


EMPORIA PREFERRED: S&P Raises Rating on Class D Notes From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes from Emporia Preferred Funding III Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by A.C.
Corp., and removed them from CreditWatch, where it placed them
with positive implications on Dec 20, 2011. "At the same time, we
affirmed our ratings on the class A-1, A-2, A-3, and E notes," S&P
said.

"Emporia Preferred Funding III Ltd. is currently in its
reinvestment period, which ends April 23, 2013. As of the Jan. 17,
2012, payment date, the transaction was passing all of its
coverage tests. As of the same date, the transaction paid the
$3.39 million of excess interest proceeds to the preference share
and retained $41.25 million of principal proceeds for the manager
to potentially acquire additional securities," S&P said.

"The upgrades reflect the improved performance we have observed in
the transaction's underlying asset portfolio since our last
downgrade actions on Jan. 21, 2010. As of the Feb. 2, 2012,
trustee report, the transaction's asset portfolio had
approximately $40.45 million in assets from obligors rated in
the 'CCC' range. This was down from approximately $103.28 million
in assets from obligors rated in the 'CCC' range noted in the Dec.
2, 2009, trustee report, which we used for our January 2010 rating
actions," S&P said.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported the O/C ratios in the Feb. 2, 2012, monthly report:

* The class A/B O/C ratio was 131.46%, compared with a reported
   ratio of 129.42% in December 2009;

* The class C O/C ratio was 116.95%, compared with a reported
   ratio of 115.13% in December 2009;

* The class D O/C ratio was 110.19%, compared with a reported
   ratio of 108.47% in December 2009; and

* The class E O/C ratio was 104.74%, compared with a reported
   ratio of 103.11% in December 2009.

"The rating on the class E notes is constrained by the largest
obligor default test, a supplemental stress test we introduced as
part of our 2009 corporate criteria update," S&P said.

"The affirmations on the class A-1, A-2, A-3, and E notes 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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Emporia Preferred Funding III Ltd.
                       Rating
Class              To          From
B                  AA (sf)     AA- (sf)/Watch Pos
C                  A- (sf)     BBB+ (sf)/Watch Pos
D                  BBB- (sf)   BB+ (sf)/Watch Pos

RATINGS AFFIRMED

Emporia Preferred Funding III Ltd.

Class        Rating
A-1          AA+ (sf)
A-2          AA+ (sf)
A-3          AA+ (sf)
E            B+ (sf)


E-TRADE ABS: Moody's Cuts Rating on Class A-1 Notes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following note issued by E-Trade ABS CDO III, Ltd.:

US$201,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2025 (Current Outstanding Balance of $9,012,852),
Downgraded to Caa3 (sf); previously on May 13, 2010 Downgraded to
Caa1 (sf).

Ratings Rationale

According to Moody's, the rating action taken on the Class A-1
Notes is primarily the result of an increase in defaulted assets
and a decrease in all the overcollateralization ratios since the
rating action in May 2010. Based on the latest trustee report
dated January 31, 2012, defaulted assets have increased to $70.1
million from $61.5 million in March 2010. The Class A/B and Class
C overcollateralization ratios are reported at 12.4% and 10.6%,
respectively, versus March 2010 levels of 39.2% and 34.5%,
respectively. The Class A/B and Class C interest coverage ratios
are reported at 0% versus March 2010 levels of 40% and 26.8%,
respectively. As a result of the interest shortfall, principal
proceeds are currently being used for the payment of the remainder
of the Class A-2 Notes and Class B Notes interest not otherwise
paid from available interest proceeds.

On July 3, 2009, the transaction experienced an Event of Default
as described in Section 5.1(i) of the Indenture dated December 22,
2004. The default event was triggered by the Net Outstanding
Portfolio Collateral Balance falling below the Aggregate Principal
Balance of the Class A Notes. On February 22, 2010, the majority
of the Controlling Class directed the Acceleration of the Maturity
consistent with Section 5.2(a) on the Indenture.

E-Trade ABS CDO III, Ltd. is a collateralized debt obligation
issuance backed by a portfolio of primarily Residential Mortgage
Backed Securities (RMBS) with the majority originated in 2004.

Moody's did not model the transaction, and instead, evaluated the
likelihood of repayment of the notes based on the available
principal proceeds and expected proceeds from the remaining
collateral.

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

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential 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. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.


FAIRFIELD 2004-1: Moody's Cuts Ratings on 2 Note Classes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has downgraded ten and affirmed one
class of Notes issued by Fairfield Street Solar 2004-1 Ltd.
Collateralized Debt Obligations due to the deterioration in the
credit quality of the underlying portfolio of assets and increases
in Defaulted Securities since last review. The affirmation is due
to the key transaction parameters performing within levels
commensurate with the existing rating level. The rating action is
the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO and Re-Remic)
transactions.

Moody's rating action is as follows:

Cl. A, Downgraded to A3 (sf); previously on Mar 23, 2011
Downgraded to A1 (sf)

Cl. A-2a, Affirmed at Aa3 (sf); previously on Mar 23, 2011
Downgraded to Aa3 (sf)

Cl. A-2b, Downgraded to Baa3 (sf); previously on Mar 23, 2011
Downgraded to Baa1 (sf)

Cl. B, Downgraded to B1 (sf); previously on Mar 23, 2011
Downgraded to Ba1 (sf)

Cl. B-2, Downgraded to B1 (sf); previously on Mar 23, 2011
Downgraded to Ba1 (sf)

Cl. C, Downgraded to Caa1 (sf); previously on Mar 23, 2011
Downgraded to B2 (sf)

Cl. C-2, Downgraded to Caa1 (sf); previously on Mar 23, 2011
Downgraded to B2 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Mar 23, 2011
Downgraded to Caa1 (sf)

Cl. D-2, Downgraded to Caa3 (sf); previously on Mar 23, 2011
Downgraded to Caa1 (sf)

Cl. E, Downgraded to Ca (sf); previously on Mar 23, 2011
Downgraded to Caa3 (sf)

Cl. E-2, Downgraded to Ca (sf); previously on Mar 23, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

Fairfield 2004-1 Ltd. is a currently static (the reinvestment
period ended November 2009) CRE CDO transaction backed by a
portfolio commercial mortgage backed securities (CMBS) (71.1%),
commercial real estate collateralized debt obligations (CRE CDO)
(13.0%), REIT debt (11.1%), CMBS Rake Bonds (2.4%), and grantor
trust loans (2.5%). As of the February 29, 2012 Trustee report,
the aggregate Note balance of the transaction has decreased to
$449.4 million from $515.0 million at issuance, with the paydown
directed to the Class A-1 and Class A-2a Notes, as a result of
regular amortization.

There are 28 assets with par balance of $128.1 million (23.7% of
the current pool balance) that are considered Defaulted Securities
as of the February 29, 2012 Trustee report. Twenty-four of these
assets (86.1% of the defaulted balance) are CMBS, four assets
(13.9%) are CRE CDO. There has been $7.3 million in realized
losses as of February 29, 2012.

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 assets. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. The current bottom-dollar
WARF, including Defaulted Securities, is 3,999 compared to 3,483
at last review. Moody's modeled a bottom-dollar WARF of 2,221
compared to 2,134 at last review, which is the WARF excluding
Defaulted Securities. The distribution of current ratings and
credit estimates is as follows: Aaa-Aa3 (11.8% compared to 10.7%
at last review), A1-A3 (6.3% compared to 10.4% at last review),
Baa1-Baa3 (17.5% compared to 15.7% at last review), Ba1-Ba3 (16.8%
compared to 20.4% at last review), B1-B3 (6.0% compared to 8.4%),
and Caa1-C (41.6% compared to 34.5%).

WAL acts to adjust the probability of default of the assets in the
pool for time. Moody's modeled to a WAL of 4.2 years, compared to
4.7 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
(excluding Defaulted Securities) of 21.8% compared to 25.1% 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 6.5%, compared to 6.9% 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
21.8% to 11.8% or up to 31.8% 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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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.


FIRST INVESTORS 2012-1: DBRS Assigns 'BB' Rating on Class E Notes
-----------------------------------------------------------------
DBRS, Inc. has assigned final ratings to the following classes
issued by First Investors Auto Owner Trust 2012-1:

Series 2012-1 Notes, Class A-1 rated R-1 (high) (sf)
Series 2012-1 Notes, Class A-2 rated AAA (sf)
Series 2012-1 Notes, Class B rated AA (sf)
Series 2012-1 Notes, Class C rated 'A' (sf)
Series 2012-1 Notes, Class D rated BBB (sf)
Series 2012-1 Notes, Class E rated BB (sf)


FMAC LOAN: Moody's Downgrades Ratings on Two Bonds to 'Ca(sf)'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two bonds
from FMAC Loan Receivables Trust 2000-A and FMAC Loan Receivables
Trust 1998-D.

Complete Rating Actions are as follows:

Issuer: FMAC Loan Receivables Trust 1998-D

Class A-3, Downgraded to Ca (sf); previously on Nov 12, 2009
Confirmed at Aa3 (sf)

Issuer: FMAC Loan Receivables Trust 2000-A

Class A-3, Downgraded to Ca (sf); previously on Nov 12, 2009
Confirmed at Aa3 (sf)

Ratings Rationale

Financial Security Assurance Inc. ("FSA") acquired these
certificates in 2002. Assured Guaranty Ltd, having acquired FSA,
now holds the outstanding certificates. It recently came to
Moody's attention that the circumstances under which FSA acquired
the certificates constituted exercise of its rights to accelerate
the insured notes and pay claims under the insurance policy on an
accelerated basis, thereby satisfying its obligations with respect
to the insurance policy. Since the insurance policy has been
fulfilled, payments on the bonds are no longer guaranteed. The new
ratings reflect the under-collateralization levels for each bond
as reported by the trustee, as well as expected future
deterioration in collateral performance, in the absence of any
monoline guarantee.

Methodology

In order to estimate losses on the collateral pool, Moody's
calculates the expected loss given default of the obligors that
have become nonperforming, and also estimates future losses on
performing portion of the pool, all as a percentage of the
outstanding pool. In evaluating the nonperforming loans, key
factors include collateral valuations and expected recovery rates,
volatility around those recovery rates, historical obligor
performance, time until recovery or liquidation on defaulted
obligors, concessions due to restructuring which may negatively
impact the overall cash flow of the trust and/or the collateral,
and future industry expectations.

Net losses are then evaluated against the available credit
enhancement provided by overcollateralization, subordination, and
excess spread. Sufficiency of coverage is considered in light of
remaining borrower concentrations and concepts, remaining bond
maturities, and economic outlook. The primary sources of
uncertainty in the performance of these transactions are the
successfulness of workout strategies for loans requiring special
servicing , as well as the current macroeconomic environment and
its impact on the restaurant and fast food industry.

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

FULB 1997-C2: Moody's Affirms Rating on Cl. IO Certs. at 'Caa1'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three classes of
First Union-Lehman Brothers Commercial Mortgage Trust II,
Commercial Mortgage Pass-Through Certificates, Series 1997-C2 as
follows:

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

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

Cl. IO, Affirmed at Caa1 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
3.1% of the current balance. At last review, Moody's cumulative
base expected loss was 1.9%. Realized losses have slightly
increased from 2.8% of the original balance to 2.9% since the
prior review due to the liquidation of one loan. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012, and "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 15 compared to 20 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.1 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Moody's currently uses a Gaussian copula model to evaluate pools
of credit tenant loans (CTLs) within CMBS transactions. Moody's
public CDO rating model CDOROMv2.8-5 is used to generate a
portfolio loss distribution to assess the ratings. Under Moody's
CTL approach, the rating of a transaction's certificates is
primarily based on the senior unsecured debt rating (or the
corporate family rating) of the tenant, usually an investment
grade rated company, leasing the real estate collateral supporting
the bonds. This tenant's credit rating is the key factor in
determining the probability of default on the underlying lease.
The lease generally is "bondable", which means it is an absolute
net lease, yielding fixed rent paid to the trust through a lock-
box, sufficient under all circumstances to pay in full all
interest and principal of the loan. The leased property should be
owned by a bankruptcy-remote, special purpose borrower, which
grants a first lien mortgage and assignment of rents to the
securitization trust. The dark value of the collateral, which
assumes the property is vacant or "dark", is then examined to
determine a recovery rate upon a loan's default. Moody's also
considers the overall structure and legal integrity of the
transaction.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 30, 2011.

DEAL PERFORMANCE

As of the February 21, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 89% to $237.2
million from $2.20 billion at securitization. The Certificates are
collateralized by 70 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten non-defeased loans
representing 65% of the pool. Four loans, representing 22% of the
pool, have defeased and are secured by U.S. Government securities.
Defeasance at last review represented 18% of the pool.

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

Twenty-nine loans have been liquidated from the pool, resulting in
a realized loss of $63.4 million (42% loss severity on average).
Currently one loan, representing less than 1% of the pool, is in
special servicing. Additionally, Moody's has assumed a high
default probability for five poorly performing loans representing
2% of the pool. In total, Moody's has estimated an aggregate $3.0
million loss (37% expected loss on average) from the specially
serviced and troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 91% of the pool. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 65%
compared to 72% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 7% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 10.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.29X and 1.73X, respectively, compared to
1.25X and 1.70X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three performing conduit loans represent 28% of the pool
balance. The largest loan is the Soho Court Loan ($25.7 million --
10.8%), which is secured by a 195-unit multifamily apartment
complex in New York City. The property was 92% leased as of June
2011 compared to 97% at last review. Though occupancy has
decreased since the prior review, the borrower has been able to
attain higher rents on new leases. Overall, property performance
is stable and the loan is benefitting from amortization. Seven
months remain until the loan matures. Moody's LTV and stressed
DSCR are 55% and 1.72X, respectively, compared to 66% and 1.48X at
last review.

The second largest loan is the Town Square Wheaton Loan ($22.6
million -- 9.5%), which is secured by a 175,536 square foot (SF)
retail property located in Wheaton, Illinois. The property was 84%
leased as of September 2011 which was the same at last review.
Overall, property performance is stable and the loan is
benefitting from amortization. Five months remain until the loan
matures. Moody's LTV and stressed DSCR are 80% and 1.36X,
respectively, compared to 79% and 1.37X at last review.

The third largest loan is the Pinole Vista Crossing Loan ($18.5
million -- 7.8%), which is secured by a 206,253 SF Target anchored
retail property located in Wheaton, Illinois. The property was 93%
leased as of September 2011 compared to 96% at the prior review.
Overall, property performance is stable and the loan is
benefitting from amortization. Eight months remain until the loan
matures. Moody's LTV and stressed DSCR are 73% and 1.47X,
respectively, compared to 78% and 1.38X at last review.

The CTL component includes thirty-eight loans ($49.5 million --
20.8%) secured by properties leased to six tenants under bondable
leases. The largest exposures are Blue Cross Blue Shield (39% of
the CTL component), Rite-Aid Corp. (36%, Moody's senior unsecured
rating Caa2 -- stable outlook) and CVS Caremark Corp. (15%,
Moody's senior unsecured rating Baa2 -- stable outlook). Moody's
has issued a public debt rating for tenants leasing properties
representing 60% of the CTL pool and completed updated credit
estimates for the non-Moody's rated reference obligations.

The bottom-dollar weighted average rating factor (WARF) for the
CTL pool is 2,782. WARF is a measure of the overall quality of a
pool of diverse credits. The bottom-dollar WARF is a measure of
the default probability within the pool.


FULB 1998-C2: Moody's Cuts Rating on Class L Certificates to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed eight classes of First Union-Lehman Brothers-Bank of
America Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 1998-C2 as follows:

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

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

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

Cl. G, Affirmed at Aa3 (sf); previously on Jul 17, 2008 Upgraded
to Aa3 (sf)

Cl. H, Affirmed at Baa1 (sf); previously on Jul 17, 2008 Upgraded
to Baa1 (sf)

Cl. J, Affirmed at B1 (sf); previously on Jul 17, 2003 Confirmed
at B1 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Jun 18, 2009
Downgraded to Caa2 (sf)

Cl. L, Downgraded to C (sf); previously on Jun 18, 2009 Downgraded
to Ca (sf)

Cl. IO, Affirmed at B1 (sf); previously on Feb 22, 2012 Downgraded
to B1 (sf)

Ratings Rationale

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

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

Moody's rating action reflects a cumulative base expected loss of
7.8% of the current balance. At last review, Moody's cumulative
base expected loss was 6.3%. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 20, the same as 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 23, 2011.

DEAL PERFORMANCE

As of the February 21, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 85% to $514.7
million from $3.41 billion at securitization. The Certificates are
collateralized by 156 mortgage loans ranging in size from 1% to
13% of the pool. The pool includes one loan with a credit
estimate, representing 6% of the pool and a credit tenant lease
(CTL) component, representing 20% of the pool. Twenty-two loans
representing 16% of the pool have defeased and are collateralized
with U.S. Government securities.

Twenty 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
Commercial Mortgage Securities Association's monthly reporting
package. As part of Moody's ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Thirty-five loans have been liquidated from the pool, resulting in
an aggregate $55.1 million realized loss (49% loss severity on
average). Currently there are 12 loans, representing 19% of the
pool, in special servicing. The largest loan in special servicing
is the Broadmoor Austin Loan ($66.0 million -- 12.8%), which is
secured by an eight-building, 1.2 million square foot office
complex located in Austin, Texas. The loan was transferred to
special servicing in January 2011 due to imminent default. The
property is 100% leased to International Business Machines
Corporation (IBM; Moody's senior unsecured rating Aa3 - stable
outlook). The loan passed its anticipated repayment date (ARD) in
April 2011 and has the final maturity in 2023. The loan was
modified and is anticipated to be returned to master servicer in
April. The borrower made a 10% principal paydown and no debt was
forgiven in the transaction. Moody's is not recognizing a loss on
this loan at this time.

The remaining 11 loans are secured by a mix of property types.
Moody's has estimated an aggregate $12.8 million loss for all
specially serviced loans (42% expected loss on average). The
master servicer has recognized an aggregate $10.6 million
appraisal reduction for nine of the specially serviced loans.

Moody's has also assumed a high default probability for three
poorly performing loans representing 11% of the pool and has
estimated an aggregate $11.6 million loss (20% 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% of the pool, excluding the CTL
component and specially serviced and defeased loans. Excluding
specially serviced and troubled loan, Moody's weighted average LTV
is 62% compared to 69% at Moody's prior review. Moody's net cash
flow reflects a weighted average haircut of 24% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 10.1%.

Moody's actual and stressed DSCRs are 1.29X and 2.11X,
respectively, compared to 1.14X and 2.02X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the IBM Corporate Office
Complex Loan ($29.4 million -- 5.7%), which is secured by a five-
building, 1.1 million square foot office complex located in
Somers, New York. The property is 100% leased to IBM under a
triple net lease that is coterminous with the loan maturity in
October 2013. The loan fully amortizes during the term and has
amortized by approximately 83% since securitization. Property
performance has been stable. Moody's current credit estimate and
stressed DSCR are Aaa and 5.57X, respectively, compared to Aa1 and
3.68X at last review.

The top three performing loans represent 14% of the pool balance.
The largest loan is the First Union Plaza Loan ($53.2 million --
10.3%), which is secured by a 612,000 square foot office building
located in Atlanta, Georgia. The property was 84% leased as of
September 2011 compared to 77% at last review. The loan is on the
servicer's watchlist. Although performance has improved since last
review based on a partial 2011 financials, Moody's is concerned
about the re-finance risk associated with this loan and has
classified it as a troubled loan. The loan matures in May 2013.
Moody's LTV and stressed DSCR are 125% and 0.86X, respectively,
compared to 142% and 0.7X at last review.

The second largest loan is the Clearwater Crossing Shopping Center
Loan ($9.2 million -- 1.8%), which is secured by a 124,700 square
foot retail center located in Indianapolis, Indiana. The property
was 88% leased as of September 2011 compared to 86% at last
review. Performance has been stable since last review. Moody's LTV
and stressed DSCR are 89% and 1.22X, respectively, compared to 91%
and 1.19X at last review.

The third largest loan is the Cineplex Odeon Movie Theater Loan
($8.2 million -- 1.6%), which is secured by a movie theater
located in Hodgkins, Illinois. The property is 100% leased to
Plitt Theaters, Inc. through February 2023. Performance has been
stable. Moody's LTV and stressed DSCR are 88% and 1.19X,
respectively, compared to 92% and 1.14X at last review.

The CTL component includes 55 loans ($105.4 million -- 20.5%)
secured by properties leased to 13 tenants under bondable leases.
The largest exposures are Brinker International, Inc. (40% of the
CTL component; Moody's senior unsecured rating Ba2 - stable
outlook), CVS Corp. (17%; Moody's senior unsecured rating Baa2 -
stable outlook) and Walgreen Co. (11%; Moody's senior unsecured
rating A2 - under review for possible downgrade). The bottom-
dollar weighted average rating factor (WARF) for the CTL pool is
2128, essentially the same as at last review. WARF is a measure of
the overall quality of a pool of diverse credits. The bottom-
dollar WARF is a measure of the default probability within the
pool.


GALE FORCE: S&P Raises Rating on Class E Notes from 'B' to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1B, B, C, D, and E notes from Gale Force 4 CLO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by GSO
Capital Partners L.P. "At the same time, we affirmed our rating
on the class A-1A notes," S&P said.

"This transaction is still in its reinvestment phase, which ends
August 2014. Since the time of our last rating action, the
outstanding note balances have remained the same, as the
transaction has remained in compliance with its coverage tests. In
addition, since our last rating action, there has been a $1.42
million diversion of excess interest proceeds to satisfy the
interest diversion test -- which is the class E principal coverage
overcollateralization (O/C) ratio measured at a higher level (than
the class E O/C test) in the interest section of the waterfall
during the reinvestment period. Failure of the test diverts the
cure amount, subject to a maximum of 50% of available interest
proceeds, to purchase additional collateral debt securities," S&P
said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on Jan. 15,
2010, which has benefited the rated notes, and is evidenced by a
significant decrease in both defaulted obligations and obligations
with our rating in the 'CCC' range. Other positive factors for the
transaction include an increase in the weighted average spread
and increases in the class A/B, C, D, and E O/C ratios," S&P said.

"We affirmed our rating on the class A-1A notes to reflect our
belief that the credit support available is commensurate with the
current rating level," 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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Gale Force 4 CLO Ltd.
                        Rating
Class              To           From
A-1B               AA+ (sf)     A+ (sf)
B                  AA (sf)      A (sf)
C                  A- (sf)      BBB- (sf)
D                  BBB (sf)     BB (sf)
E                  BB (sf)      B (sf)

RATING AFFIRMED

Gale Force 4 CLO Ltd.
Class              Rating
A-1A               AA+ (sf)


GOLDENTREE LOAN: S&P Raises Rating on Class D Notes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1B-S, A-2, B, C, and D notes from GoldenTree Loan Opportunities
III Ltd., a U.S. collateralized loan obligation (CLO) transaction
managed by GoldenTree Asset Management L.P. "Simultaneously, we
affirmed our ratings on the class A-1A-S, A-1A-J, and A-1B-J
notes. We removed our ratings on the class A-2, B, C, and D notes
from CreditWatch with positive implications, where we had placed
them on Dec. 20, 2011," S&P said.

"This transaction has a 'pro rata sequential pay' feature in which
two classes receive payments pro rata, but within the two notes,
subclasses receive payments in a sequential manner. As a result,
some classes can be paid down in full ahead of the other classes
and hence can support higher ratings," S&P said.

"In this transaction, the class A-1A and A-1B notes receive
payments pro rata. Within the class A-1A notes, classes A-1A-S and
A-1A-J are paid sequentially, and within the class A-1B notes,
classes A-1B-S and A-1B-J are paid sequentially. However, the
proportion of class A-1A-S to the total class A-1A note is smaller
than that of class A-1B-S to the class A-1B note. As a result,
class A-1A-S could potentially pay off in full prior to class A-
1B-S.  As a result, we affirmed class A-1A-S at 'AAA' in January
2010 when we downgraded the other class A ratings following the
application of our September 2009 corporate collateralized debt
obligation (CDO) criteria," S&P said.

"Since then, the transaction's performance has improved. The
transaction, which is still in its reinvestment period (ending May
2014), has stronger credit quality and fewer defaulted assets in
its collateral pool," S&P said.

"Based on the February 2012 monthly trustee report, the
transaction has $36.89 million of collateral rated 'CCC+' and
below, down from $73.26 million in the October 2009 monthly
report, which we used for our February 2010 rating actions. As a
result, the transaction's scenario default rates (SDRs) also
decreased, which increased the credit cushion available to the
notes at their prior rating levels," S&P said.

"The transaction is structured in a manner that the trustee
haircuts the overcollateralization (O/C) numerator if the
transaction's exposure to 'CCC' assets exceeds the threshold
specified in the documents. Due to the lower exposure to 'CCC'
rated assets, the trustee did not haircut the O/C numerator
in the February 2012 trustee report; the haircut was $15.09
million (approximately 2.88%) in the October 2009 report, which we
had used for our January 2010 rating actions," S&P said.

In addition, the transaction currently has $8.03 million in
defaulted positions, down from $14.33 million in October 2009.
Some of the defaults were sold at prices higher than the assumed
recovery rates.

As a result, all O/C ratios have improved. The trustee reported
the O/C ratios in the February 2012 monthly report:

* The class A O/C ratio was 135.14%, compared with a reported
   ratio of 129.65% in October 2009;

* The class B O/C ratio was 125.30%, compared with a reported
   ratio of 120.20% in October 2009;

* The class C O/C ratio test was 115.17%, compared with a
   reported ratio of 110.48% in October 2009; and

* The class D O/C ratio test was 110.82%, compared with a
   reported ratio of 106.31% in October 2009.

The upgrades to the class A-1B-S, A-2, B, C, and D notes reflect
an increase in the credit support at their previous rating levels.
The affirmations to the class A-1A-S, A-1A-J, and A-1B-J notes
reflect adequate credit support at the current ratings.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

GoldenTree Loan Opportunities III Ltd.
                        Rating
Class              To           From
A-1B-S             AAA (sf)     AA+ (sf)
A-2                AA+ (sf)     AA- (sf)/Watch Pos
B                  A+ (sf)      A (sf)/Watch Pos
C                  BBB+ (sf)    BBB (sf)/Watch Pos
D                  BB+ (sf)     BB (sf)/Watch Pos

RATINGS AFFIRMED

GoldenTree Loan Opportunities III Ltd.
Class              Rating
A-1A-S             AAA (sf)
A-1A-J             AA+ (sf)
A-1B-J             AA+ (sf)


GOLUB CAPITAL 2007-1: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, C, D, and E from Golub Capital Management CLO 2007-1
Ltd., a U.S. collateralized loan obligation (CLO) transaction
managed by Golub Capital Management LLC.

"The affirmations reflect the availability of credit support at
the current rating levels. The ratings on the class B, C, D, and E
notes remain unchanged since issuance. We lowered our rating on
the class A notes to 'AA+ (sf)' in January 2010 following the
application of our September 2009 collateralized debt obligation
(CDO) criteria," S&P said.

Since January 2010, the performance of the transaction's
underlying asset portfolio has remained steady. As of the February
2012 trustee report, the transaction had $3.76 million in one
defaulted asset and $20.87 million in assets from obligors rated
in the 'CCC' category. The trustee also reported the O/C ratios in
the February 2012 monthly report:

* The class A/B O/C ratio was 125.33%;

* The class C O/C ratio was 115.98%;

* The class D O/C ratio was 110.87%; and

* The class E O/C ratio was 106.09.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED

Golub Capital Management CLO 2007-1 Ltd.
Class       Rating
A           AA+ (sf)
B           AA (sf)
C           A (sf)
D           BBB (sf)
E           BB (sf)

TRANSACTION INFORMATION
Issuer:             Golub Capital Management CLO
                    2007-1 Ltd.
Co-issuer:          Golub Capital Management CLO 2007-1 LLC
Underwriter:        Wachovia Capital Markets LLC
Collateral manager: Golub Capital Management LLC
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


GRANT GROVE: S&P Affirms Rating on Class E Notes at 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Grant Grove CLO Ltd., a collateralized loan
obligation (CLO) transaction backed by corporate loans and managed
by Tall Tree Investment Management LLC. The transaction is in its
reinvestment period until January 2013. "At the same time, we
removed these ratings from CreditWatch with positive implications
where we placed them on Dec. 20, 2011. We affirmed our ratings on
two other classes in the transaction and removed them from
CreditWatch with positive implications," S&P said.

"The rating actions reflect a significant decrease in the amount
of defaulted and 'CCC' rated obligations since our December 2009
rating action. As a result, the class A/B, C, D, and E
overcollateralization (O/C) ratios have increased. The upgrades
reflect the improved credit quality of the transaction's
underlying asset portfolio, which has benefited the rated notes,"
S&P said.

"The rating on the class E note is constrained by the application
of the largest obligor default test, a supplemental stress test we
introduced as part of our 2009 corporate CDO criteria update. The
other affirmations reflect credit quality commensurate with their
current rating levels," S&P said.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

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


GRAYSTON CLO: S&P Affirms 'CCC-' Rating on Class B-1LB Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L and A-3L notes from Grayston CLO II 2004-1 Ltd., a cash flow
collateralized loan obligation (CLO) transaction managed by
UrsaMine Credit Advisors. "At the same time, we affirmed our
ratings on the class A-1L, B-1LA, and B-1LB notes. We removed our
ratings on the class A-2L, A-3L, B-1LA, and B-1LB notes from
CreditWatch positive, where we placed them on Dec. 20, 2011," S&P
said.

"The transaction is in its amortization phase and continues using
its principal proceeds to pay down the class A-1L note. The class
A-1L note received a $8.12 million paydown on the most recent
payment date on Feb. 15, 2012, that decreased its outstanding
balance to $28.16 million. This is 9.22% of its original balance,
down from 48.66% in February 2011, when we last upgraded the class
A notes," S&P said.

"Due to class A-1L's reduced balance, the overcollateralization
(O/C) ratios improved for all classes, particularly class A," S&P
said. The trustee reported the O/C ratios as of the Feb. 2, 2012,
monthly report, which is prior to the paydowns:

* The senior class A (including class A-2L) O/C ratio was
   200.77%, compared with a reported ratio of 134.26% in January
   2011;

* The class A (including class A-3L) O/C ratio was 138.33%,
   compared with a reported ratio of 106.24% in January 2011;

* The class B-1LA O/C ratio was 114.07%, compared with a reported
   ratio of 106.48% in January 2011; and

* The class B-1LB O/C ratio was 101.69%, compared with a reported
   ratio of 101.14% in January 2011.

The ratios will increase when calculated after giving effect to
the paydowns on Feb. 15, 2012.

"We raised the ratings on the class A-2L and A-3L notes due to
improved credit support. We affirmed our ratings on classes B-1LA
and B-1LB to reflect adequate credit support at the current
ratings.  The obligor concentration supplemental test (which is
part of our criteria for rating corporate CDO transactions)
affected the rating on the class B-1LB notes," S&P said.

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

            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/1111488.pdf


RATING AND CREDITWATCH ACTIONS

Grayston CLO II 2004-1 Ltd.
                      Rating
Class             To          From
A-2L              AAA (sf)    AA+ (sf)/Watch Pos
A-3L              A+ (sf)     BBB+ (sf)/Watch Pos
B-1LA             CCC+ (sf)   CCC+ (sf)/Watch Pos
B-1LB             CCC- (sf)   CCC- (sf)/Watch Pos

RATING AFFIRMED

Grayston CLO II 2004-1 Ltd.
Class             Rating
A-1L              AAA (sf)


GREEN LANE: S&P Ups Class C Note Rating From 'BB+'; Off Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-1, A-2, B, and C notes from Green Lane CLO Ltd., a
collateralized loan obligation (CLO) transaction with an APEX
revolver and APEX spread facility feature, managed by Guggenheim
Investment Management LLC. "At the same time, we removed these
ratings from CreditWatch, where we placed them with positive
implications on Dec. 20, 2011," S&P said.

"The APEX revolver protects the issuer against principal losses.
The APEX revolver facility counterparty reimburses principal
losses by up to $50.25 million (revolver limit). The APEX spread
facility counterparty had paid the class C notes spread during the
reinvestment period. Wells Fargo Bank N.A. is the APEX revolver
provider and the APEX spread provider. For our review of the
transaction's performance, we have applied our counterparty
criteria," S&P said.

"The upgrades reflect a paydown to the class A-1 and A-2 notes
since our March 2010 rating actions. Since that time, the
transaction has paid down the class A-1 and A-2 notes by
approximately $134 million and $15 million, reducing the balance
to about 63% of the original balance. These paydowns have led to
significant improvements in the overcollateralization (O/C)
levels. According to the Feb. 17, 2012, trustee report, the class
A O/C ratio was 142.20%, up from a reported ratio of 123.98% in
February 2010," S&P said.

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

            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/1111488.pdf

RATING AND CREDITWATCH ACTIONS

Green Lane CLO Ltd.
                         Rating
Class                To           From
A-1                  AA (sf)      A+ (sf)/Watch Pos
A-2                  AA (sf)      A+ (sf)/Watch Pos
B                    A+ (sf)      BBB+ (sf)/Watch Pos
C                    BBB+ (sf)    BB+ (sf)/Watch Pos


GSMS 1999-C1: Moody's Confirms 'Caa3' Rating on Class X Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
confirmed one class of Goldman Sachs Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates
1999-C1 as follows:

Cl. F, Downgraded to B1 (sf); previously on Jan 6, 2012 Downgraded
to Ba1 (sf) and Placed Under Review for Possible Downgrade

Cl. X, Confirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf) and Placed Under Review for Possible
Downgrade

RATINGS RATIONALE

On January 6, 2012, Moody's placed Class F on review for possible
downgrade due to the concern of interest shortfalls impacting this
class. The master servicer, Berkadia Commercial Mortgage, had
indicated that the interest due on all of the certificates and a
portion of the principal payment due to Class F would be used to
pay trust expenses related to three specially serviced loans.
Interest shortfalls have not yet hit Class F but Moody's
anticipates that this class may be subject to at least periodic
interest shortfalls in the future. Due to concerns about future
interest shortfalls, Moody's downgraded Class F.

The IO Class, Class X, is confirmed because it is consistent with
the expected performance of the reference bonds.

Moody's rating action reflects a cumulative base expected loss of
26.2% of the current balance. At last full review, Moody's
cumulative base expected loss was 24.3%. Moody's provides a
current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at:

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

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 extent of the slowdown in growth in the current
macroeconomic environment and commercial real estate property
markets. While commercial real estate property values are
beginning to move in a positive direction, a consistent upward
trend will not be evident until the volume of investment activity
increases, distressed properties are cleared from the pipeline,
and job creation rebounds. The hotel and multifamily sectors
continue to show positive signs and improvements in the office
sector continue with minimal additions to supply. However, office
demand is closely tied to employment, where unemployment remains
above long-term averages and business confidence remains below
long-term averages. Performance in the retail sector has been
mixed with lackluster Holiday sales driven by sales and
promotions. Consumer confidence remains low. Across all property
sectors, the availability of debt capital continues to improve
with increased securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.
Moody's central global macroeconomic scenario reflects: an overall
downward revision of real growth forecasts since last quarter,
amidst ongoing and policy-induced banking sector deleveraging
leading to a tightening of bank lending standards and credit
contraction; financial market turmoil continuing to negatively
impact consumer and business confidence; persistently high
unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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

Moody's 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 12 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 November 10, 2011.

DEAL PERFORMANCE

As of the March 19, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $39.9
million from $890.6 million at securitization. The Certificates
are collateralized by 31 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
52% of the pool. Three loans, representing 24% of the pool, have
defeased and are collateralized with U.S. Government securities.

Based on the most recent remittance statement, Classes G through J
have experienced cumulative interest shortfalls totaling $4.9
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans and trust expenses. 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 two largest loans in special servicing and is no longer
advancing for these loans.

The pool performance is consistent with Moody's prior transaction
review which is summarized in a press release dated November 10,
2011.


GSMS 2011-GC3: Moody's Affirms 'B2(sf)' Rating on F Certificates
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 10 classes of GS
Mortgage Securities Trust 2011-GC3 Commercial Mortgage Pass-
Through Certificates Series 2011-GC3 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Apr 1, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Apr 1, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 1, 2011
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Apr 1, 2011
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa3 (sf); previously on Apr 1, 2011 Definitive
Rating Assigned Aa3 (sf)

Cl. C, Affirmed at A3 (sf); previously on Apr 1, 2011 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Apr 1, 2011 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed at Ba2 (sf); previously on Apr 1, 2011 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed at B2 (sf); previously on Apr 1, 2011 Definitive
Rating Assigned B2 (sf)

Cl. X, Affirmed at Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Ratings Rationale

The affirmations are due to key parameters, including Moody's loan
to value (LTV) ratio Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf) remaining within acceptable
ranges. Based on Moody's current base expected loss the credit
enhancement levels for the affirmed classes are sufficient to
maintain their current ratings. This is Moody's first monitoring
review of this transaction since securitization in March 2011.

Moody's rating action reflects a cumulative base expected loss of
1.8% of the current balance. Moody's provides a current list of
base losses for conduit and fusion CMBS transactions on moodys.com
at http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 23, the same as at securitization.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a Pre-Sale Report dated March 16, 2011.

DEAL PERFORMANCE

As of the March 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 1% to $1.39 billion
from $1.4 billion at securitization. The Certificates are
collateralized by 57 mortgage loans ranging in size from less than
1% to 9% of the pool, with the top ten loans representing 55% of
the pool. The pool contains three loans with investment-grade
credit estimates, representing 6% of the pool.

No loans have been liquidated or are in special servicing.
Presently, there are four loans on the master servicer's
watchlist. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 100% and 87% of the pool, respectively.
Moody's weighted average LTV for the conduit component is 91%,
compared to 92% at securitization. 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 9.2%.

Moody's actual and stressed DSCR for the conduit component are
1.52X and 1.13X, respectively, compared to 1.51X and 1.11X at
securitization. Moody's actual DSCR is based on Moody's net cash
flow (NCF) and the loan's actual debt service. Moody's stressed
DSCR is based on Moody's NCF and a 9.25% stressed rate applied to
the loan balance.

The largest loan with a credit estimate is the Oxford Valley Mall
Loan ($69.7 million -- 5.0% of the pool), which consists of three
components - a super-regional mall, a retail shopping center and a
office building located in Middletown Township, Pennsylvania. The
total size is approximately 1.6 million square feet (SF). The
Oxford Mall is approximately 1.23 million SF, of which 1.03
million SF is collateral for the loan. The anchor tenants are
JCPenney, Macy's and Sears. There is also a vacant 168,000 SF
retail box that was formerly leased to Boscov's. The space went
dark in 2008 after the tenant filed for bankruptcy. Boscov's
continues to remit rent payment through August 2013 when its lease
expires. The Lincoln Plaza retail center is approximately 268,000
SF; the largest tenants are HH Gregg, T.J. Maxx and Homegoods,
Inc. The third component is a 110,000 SF Class B mid-rise office
building that is adjacent to the mall. Moody's has not attributed
any value to this portion of the property. As of September 2011,
the collateral space, excluding Boscov's, was 80% leased compared
to 79% at securitization. In 2010, in-line sales for stores less
than 10,000 SF were $328 per SF; 2011 sales were projected to
reach $340 per SF. Performance remains stable. Moody's credit
estimate and stressed DSCR are Baa2 and 1.9X, the same as at
securitization.

The second largest loan with a credit estimate is the Stanley
Hotel Loan ($10.9 million -- 0.8% of the pool), which is secured
by a 140-room, full-service destination hotel located in Estes
Park, Colorado. The loan is encumbered with a $4.3 million B-note
held outside the trust and $7.8 million of mezzanine debt. Listed
on the National Register of Historic Places, the hotel is located
two miles from the main entrance to the Rocky Mountain National
Park. The property consists of 11 buildings, 16,000 SF of meeting
space, a spa and a pool. The hotel generates a large percentage of
its revenues from business groups and weddings. As of December
2011, the occupancy rate and revenue per available room (RevPAR)
were 60% and $108.67, respectively, compared to 59% and $94.36 in
2010. Moody's credit estimate and stressed DSCR are Baa2 and
2.19X, respectively, compared to Baa3 and 2.15X at securitization.

The third largest loan with a credit estimate is the 1090 Park
Avenue Corporation Loan ($2.3 million -- 0.2% of the pool.), which
is secured by 15-story, co-op building located between 88th Street
and 89th Street on Park Avenue. The collateral includes 84
residential units and three medical office spaces. The residential
unit breakdown consists of 28 four-bedroom units, 30 three-bedroom
units, 24 two-bedroom units and one one-bedroom unit. The loan is
currently on the watch list for low DSCR. Per Zillow.com, an on-
line real estate market data provider, asking monthly rents for
luxury units in close proximity to the subject property are
$16,500 for a four-bedroom unit; $15,000 to $20,000 for a three-
bedroom unit and $7,800 to $11,200 for a two-bedroom unit.
Performance remains stable. Moody's credit estimate is Aaa, the
same as at securitization.

The top three conduit loans represent 25% of the pool. The largest
conduit loan is the Arlington Highlands Loan ($124.2 million -- 9%
of the pool), which is secured by a 740,000 SF open-air, lifestyle
center located in Arlington, Texas. The mall is located in
Arlington's premier retail corridor and benefits directly from the
vehicular traffic generated by the 1.6 million SF super regional
Parks at Arlington Mall, which is across the street. As of October
2011, the property was 91% leased compared to 90% at
securitization. The property benefits from limited rollover risk
with only 22% of the net rentable area (NRA) scheduled to expire
throughout the loan term. The largest tenant is the Studio Movie
Grill Theatre, which leases 5% of the NRA through January 2022. In
2011, the 12-screen movie theatre generated $744,270 per screen in
sales compared to $677,677 in 2010. At securitization the mall
directory listed a Border Books Store, leasing 23,000 SF. Borders
closed the location after filing for bankruptcy in 2011. The
Container Store signed a 10 year-lease for the space starting in
March 2012. Performance remains stable. Moody's LTV and stressed
DSCR are 103% and 0.95X, respectively, compared to 104% and 0.94X
at securitization.

The second largest loan is the Lakes on Post Oak Loan ($115.3
million -- 8.3% of the pool), which is secured by three Class A
office buildings located in the Galleria section of Houston,
Texas. The largest include Bechtel Oil Gas & Chemicals, which
leases 42% of the gross leasable area (GLA), and the Huntsman
Corporation, which leases 8% of the GLA. The leases for both
tenant expire in 2014; however, the rollover risk is mitigated by
their below-market rents. As of December 2011, the total occupancy
was 94% compared to 88% at securitization. Moody's LTV and
stressed DSCR are 93% and 1.08X, respectively, compared to 96% and
1.04X at securitization.

The third largest loan is the Inland/Centro JV Portfolio 1 Loan
($105.4 million -- compared to 7.6% of the pool), which is secured
by a portfolio of nine anchored retail properties located across
seven states. Eight of the nine properties are grocery-anchored.
As of December 2011, the portfolio was 95% leased compared to 91%
in at securitization. The largest tenants are Kroger's, Giant
Eagle and Winn Dixie. The portfolio has rollover exposure as 69%
of the leased space is scheduled to expire during the loan term
and 35% is scheduled to expire within the next four years. In
March 2011, the Blackstone Group acquired Centro's portfolio of
approximately 600 malls in the U.S. for $9.4 billion. Performance
remains stable. Moody's LTV and stressed DSCR are 95% and 1.08X,
respectively, compared to 100% and 1.03X at securitization.


GSMS 2011-GC3: DBRS Confirms 'BB' Rating on Class E Securities
--------------------------------------------------------------
DBRS has confirmed the ratings of GS Mortgage Securities Trust,
Series 2011-GC3 as follows:

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class A-3 at AAA (sf)
-- Class A-4 at AAA (sf)
-- Class B at AA (high) (sf)
-- Class C at A (high) (sf)
-- Class D at BBB (sf)
-- Class E at BB (sf)
-- Class F at B (sf)
-- Class X at AAA (sf)

All trends are stable.  DBRS does not rate the first lost piece,
Class G.

The collateral consists of 57 fixed-rate loans secured by 111
commercial properties.  As of the March 2012 remittance report,
the pool has a balance of $1,385,215,585, representing a
collateral reduction of approximately 1.1% since issuance in March
2011.  Overall, the loans in the pool have reported stable
performance since issuance.  The transaction also benefits from
loans structured with significant amortization, as 12.3% of the
pool amortizes down by maturity.

At issuance, DBRS shadow-rated two loans, representing 5.8% of the
current pool balance, investment grade.  DBRS confirmed that the
performance of the loans remains consistent with investment-grade
loan characteristics.

As of the March 2012 remittance report, there are five loans on
the servicer's watchlist, representing 2.69% of the pool.  There
are no delinquent or specially serviced loans.

The DBRS analysis included an in-depth review of the top fifteen
loans, the shadow-rated loans and the loans on the servicer's
watchlist, which represents approximately 72% of the current pool
balance.

DBRS will publish a full report shortly that will provide
additional analytical detail on this rating action.  If you are
interested in receiving this report, contact us at info@dbrs.com.

DBRS continues to monitor this transaction in its Monthly CMBS
Surveillance Report to assess any material changes at the bond or
collateral level that may impact ratings.  The Monthly CMBS
Surveillance Report also highlights any material updates in the
loans on the servicer's watchlist and any specially serviced
loans.


GSR MORTGAGE: Moody's Takes Action on $594-Mil. of 2003-2004 RMBS
-----------------------------------------------------------------
Moody's Investors Service has upgraded 14 tranches, downgraded 16
tranches, confirmed the ratings on 18 tranches, and reinstated the
rating of one tranche from seven RMBS transactions issued by GSR
Mortgage Loan Trusts. The collateral backing these deals primarily
consists of first-lien, fixed and adjustable-rate Jumbo
residential mortgages. The actions impact approximately $594
million of RMBS issued from 2003 to 2004.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2003-10

Cl. 1A1, Confirmed at A1 (sf); previously on Dec 22, 2011 A1 (sf)
Placed Under Review Direction Uncertain

Cl. 1A7, Upgraded to Aa2 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. 1A8, Confirmed at A1 (sf); previously on Dec 22, 2011 A1 (sf)
Placed Under Review Direction Uncertain

Cl. 1A11, Confirmed at A1 (sf); previously on Dec 22, 2011 A1 (sf)
Placed Under Review Direction Uncertain

Cl. 1A12, Confirmed at A2 (sf); previously on Dec 22, 2011 A2 (sf)
Placed Under Review Direction Uncertain

Cl. 2A2, Confirmed at A2 (sf); previously on Dec 22, 2011 A2 (sf)
Placed Under Review Direction Uncertain

Issuer: GSR Mortgage Loan Trust 2004-12

Cl. 1AX, Reinstated to B3 (sf)

Cl. 3A6, Upgraded to Ba2 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. 1B1, Confirmed at Caa2 (sf); previously on Dec 22, 2011 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. 1B2, Confirmed at Ca (sf); previously on Dec 22, 2011 Ca (sf)
Placed Under Review Direction Uncertain

Issuer: GSR Mortgage Loan Trust 2004-13F

Cl. 1A-1, Confirmed at Ba1 (sf); previously on Dec 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 3A-3, Confirmed at B1 (sf); previously on Dec 22, 2011 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. 4A-1, Downgraded to B1 (sf); previously on Apr 29, 2011
Downgraded to Ba3 (sf)

Cl. 4A-2, Downgraded to B1 (sf); previously on Apr 29, 2011
Downgraded to Ba3 (sf)

Issuer: GSR Mortgage Loan Trust 2004-15F

Cl. 1A-1, Confirmed at A2 (sf); previously on Jan 31, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Cl. 1A-2, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. 1A-3, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. 1A-4, Confirmed at B1 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. 2A-1, Downgraded to Ba2 (sf); previously on Dec 22, 2011 Baa3
(sf) Placed Under Review Direction Uncertain

Cl. 2A-2, Downgraded to Ba2 (sf); previously on Dec 22, 2011 Baa3
(sf) Placed Under Review Direction Uncertain

Cl. 2A-3, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. 4A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 5-A1, Downgraded to Ba2 (sf); previously on Apr 21, 2011
Downgraded to Baa3 (sf)

Cl. 7A-2, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. A-X, Downgraded to Ba3 (sf); previously on Apr 21, 2011
Downgraded to A2 (sf)

Cl. A-P, Downgraded to Ba3 (sf); previously on Apr 21, 2011
Downgraded to Ba1 (sf)

Issuer: GSR Mortgage Loan Trust 2004-5

Cl. 1A1, Upgraded to B2 (sf); previously on Dec 22, 2011 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. 1A2, Upgraded to Caa1 (sf); previously on Dec 22, 2011 Caa2
(sf) Placed Under Review for Possible Upgrade

Cl. 1A3, Upgraded to B3 (sf); previously on Dec 22, 2011 Caa1 (sf)
Placed Under Review for Possible Upgrade

Cl. 2A1, Upgraded to Ba3 (sf); previously on Dec 22, 2011 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. 2AX, Upgraded to Ba3 (sf); previously on Apr 21, 2011
Downgraded to B2 (sf)

Cl. 3A3, Confirmed at B1 (sf); previously on Dec 22, 2011 B1 (sf)
Placed Under Review for Possible Upgrade

Issuer: GSR Mortgage Loan Trust 2004-7

Cl. 1A-2, Downgraded to B2 (sf); previously on Apr 21, 2011
Downgraded to B1 (sf)

Cl. 1A-3, Upgraded to B1 (sf); previously on Apr 21, 2011
Downgraded to B2 (sf)

Cl. 2A-1, Downgraded to B1 (sf); previously on Apr 21, 2011
Downgraded to Ba3 (sf)

Cl. 3A-1, Downgraded to B1 (sf); previously on Apr 21, 2011
Downgraded to Ba3 (sf)

Cl. 4A-1, Downgraded to B1 (sf); previously on Dec 22, 2011 Ba3
(sf) Placed Under Review for Possible Upgrade

Issuer: GSR Mortgage Loan Trust 2004-9

Cl. 1A1, Upgraded to Baa3 (sf); previously on Dec 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 1AX, Upgraded to Baa3 (sf); previously on Apr 21, 2011
Downgraded to Ba1 (sf)

Cl. 1A2, Upgraded to Baa3 (sf); previously on Dec 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 2A1, Confirmed at Ba1 (sf); previously on Dec 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 3A1, Upgraded to Baa2 (sf); previously on Dec 22, 2011 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 3A2, Upgraded to Ba1 (sf); previously on Dec 22, 2011 Ba2 (sf)
Placed Under Review for Possible Upgrade

Cl. 4A1, Confirmed at Ba1 (sf); previously on Dec 22, 2011 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. 5A6, Upgraded to A1 (sf); previously on Apr 21, 2011
Downgraded to A3 (sf)

Cl. 5A7, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. 5A8, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 6A1, Confirmed at Baa3 (sf); previously on Dec 22, 2011 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. 7A1, Confirmed at Baa2 (sf); previously on Dec 22, 2011 Baa2
(sf) Placed Under Review for Possible Upgrade

Ratings Rationale

These actions correct an error in the Structured Finance
Workstation cash flow model used by Moody's in rating these
transactions, specifically in how the model handled cash
distribution from prepayments between senior and subordinate
certificates. When rating these deals, the error in the model led
to some senior certificates not being credited with the
appropriate amount of principal prepayments. It should be noted
that model-generated output is but one factor considered by
Moody's in rating these transactions.

In addition, Moody's has adjusted the ratings of certain tranches
issued by GSR Mortgage Loan Trust 2003-10 and GSR Mortgage Loan
Trust 2004-9. Moody's previous ratings on both deals assumed that
after the depletion of the mezzanine certificates, principal
distributions to the senior certificates would be made pro-rata.
However corresponding deal documents do not indicate any change in
the senior principal waterfall after the mezzanine certificates
are depleted. As such, Moody's has now modeled the waterfall after
mezzanine depletion to be similar to that used prior to mezzanine
depletion, and have adjusted Moody's analysis according.

Moody's has also reinstated the rating on the Class 1AX issued by
GSR Mortgage Loan Trust 2004-12, which was withdrawn on August 25,
2007 due to an internal administrative error.

Moody's also assessed deal performance to date and applied its
recently updated "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, and "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012. Both methodologies impacted the final rating actions.
Therefore, certain of the rating downgrades can be attributed to
specific deal performance deterioration and the application of
these methodologies.

RMBS structures initially allocate cash collections from voluntary
prepayments only to the senior certificates. Gradually over time,
a portion is then allocated to junior certificates. The amount of
cash that senior certificates receive from prepayments starts off
at 100%. After a certain number of months, that percentage starts
decreasing according to a deal-specific schedule as long as
certain conditions are met. However, the share of prepayments to
the senior certificates can revert back to 100% at any
distribution date if certain performance triggers are breached. In
transactions involving multiple loan pools the cash flow modeling
was conservative in determining when some performance triggers
would send 100% of prepayments to the senior certificates in
deals.

One performance trigger measures whether the current credit
protection, expressed as a percentage, to senior bonds from
subordination is greater than the percentage of original credit
protection. Should the deal perform poorly and absorb losses on
the underlying collateral and available credit protection falls
below the original level, then 100% of prepayment cash reverts
back to the senior certificates.

In cases where a deal has two or more loan pools, the calculation
for this performance trigger can be done in one of three ways.

1. "Aggregate level credit protection" Approach: When the
percentage of credit protection available for all senior
certificates, in aggregate, falls below the original percentage of
credit protection, then the prepayment share to all the senior
certificates groups reverts back to 100%.

2. "Individual group trigger" Approach: When the percentage of
credit protection available for a group of senior certificates
falls below the original percentage of group credit protection,
then the prepayment share to the senior certificates of that
particular group reverts back to 100%. All other senior
certificates' share of prepayment remains unchanged.

3. "Combined" Approach: This is a combination of the above two
approaches. When the percentage of credit protection available for
a senior certificates' group falls below the original percentage
of credit protection, then the prepayment share to all senior
certificates from all groups reverts back to 100%.

The following transactions included in these rating actions follow
the "individual group trigger" approach when calculating
performance triggers:

GSR Mortgage Loan Trust 2003-10

GSR Mortgage Loan Trust 2004-12

The following transactions included in these rating actions follow
the "combined" approach when calculating performance triggers:

GSR Mortgage Loan Trust 2004-13F

GSR Mortgage Loan Trust 2004-15F

GSR Mortgage Loan Trust 2004-5

GSR Mortgage Loan Trust 2004-7

GSR Mortgage Loan Trust 2004-9

This trigger helps protect senior certificates if credit
protection is eroding by reducing principal payments to junior
certificates and diverting them to pay the senior certificates
instead. While all three approaches described above benefit senior
certificates, the third approach benefits senior certificates the
most, while the first approach benefits senior certificates the
least. The third approach redirects payments to the senior
certificates sooner than the other two approaches. For example,
consider a deal backed by two distinct pools of mortgages (pool A
and pool B) and over time there is a vast difference in
performance of two underlying pools. Pool A performs much
stronger, with lower losses, while pool B performs much weaker. As
per approach 1, the average loss, when pool A and B are combined,
will be medium and hence current combined credit protection may be
higher than the original credit protection. As a result, payments
will not be diverted to the senior certificates. In contrast,
approach 3 will test pool A and pool B individually instead of
taking the average of the two pools. Since pool B is performing
weaker, current credit protection may be lower than the original
credit protection. As a result, it will divert payments to the
senior certificates backed by both pools A and B. Approach 2 will
only revert payments back to senior certificates backed by pool B,
so it is beneficial for only one group.

The Pooling and Servicing Agreements for the deals impacted by
this rating action require the use of the "combined" and
"individual group trigger" approaches as noted above. As Moody's
explained when these bonds were placed on review, previous rating
actions on these deals mistakenly used the "aggregate level credit
protection" approach in their modeling. Under this approach,
prepayment allocation to senior certificates was changed back to
100% only when all groups failed the test, with the result that
senior certificates received too little credit for prepayments
while junior certificates received too much. As a result the pay-
down rate of the senior certificates was slower than it should
have been, while the reverse was true for the junior certificates.
The cash flow models have been corrected to reflect the
application of the appropriate approach required in the deals. In
resolving the review actions Moody's has taken into account the
corrected models as well as the performance of the impacted
transactions.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008, "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012, and "Moody's Approach to Rating
Structured Finance Interest-Only Securities" published in February
2012.

The above mentioned approach is also adjusted slightly when
estimating losses on pools left with a small number of loans to
account for the volatile nature of small pools. Even if a few
loans in a small pool become delinquent, there could be a large
increase in the overall pool delinquency level due to the
concentration risk. To project losses on pools with fewer than 100
loans, Moody's first estimates a "baseline" average rate of new
delinquencies for the pool that varies from 3% to 10% on average.
The baseline rates are higher than the average rate of new
delinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans with a base rate of new
delinquency of 3.00%, the adjusted rate of new delinquency would
be 3.03%. In addition, if current delinquency levels in a small
pool is low, future delinquencies are expected to reflect this
trend. To account for that, the rate calculated above is
multiplied by a factor ranging from 0.75 to 2.5 for current
delinquencies ranging from less than 2.5% to greater than 10%
respectively. Delinquencies for subsequent years and ultimate
expected losses are projected using the approach described in the
"pre-2005 US RMBS Surveillance Methodology" publication.

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 2012, with a 3%
remaining decline in 2012, and unemployment rate to start
declining, albeit slowly, as the year progresses.

A list of these actions including CUSIP identifiers may be found
at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF279452

A list of updated estimated pool losses and sensitivity analysis
is being posted on an ongoing basis for the duration of this
review period and may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF243269


HARBOR 2006-1: Moody's Affirms 'Caa3' Ratings on 3 Note Classes
---------------------------------------------------------------
Moody's has affirmed the ratings of four classes of Notes issued
by Harbor SPC Series 2006-1 Segregated Portfolio. 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 Synthetic)
transactions.

Cl. A, Affirmed at Caa1 (sf); previously on May 4, 2011 Downgraded
to Caa1 (sf)

Cl. B, Affirmed at Caa3 (sf); previously on May 4, 2011 Downgraded
to Caa3 (sf)

Cl. C, Affirmed at Caa3 (sf); previously on May 4, 2011 Downgraded
to Caa3 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on May 4, 2011 Downgraded
to Caa3 (sf)

Ratings Rationale

Harbor 2006-1 is a static synthetic CRE CDO transaction backed by
a portfolio of credit default swaps on commercial mortgage backed
securities (CMBS) (100.0% the reference obligation pool balance).
As of the February 16, 2012 Trustee report, the aggregate issued
Note balance of the transaction is $160.0 million, the same as
that at issuance.

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 reference obligations. The bottom-dollar WARF is a measure
of the default probability within a reference obligation pool.
Moody's modeled a bottom-dollar WARF of 432 compared to 416 at
last review. The distribution of current ratings and credit
estimates is as follows: Aaa-Aa3 (47.2% compared to 50.6% at last
review), A1-A3 (27.2% compared to 23.4% at last review), Baa1-Baa3
(15.6% compared to 17.8% at last review), Ba1-Ba3 (3.9% compared
to 1.9% at last review), B1-B3 (3.8%, the same as that at last
review), and Caa1-C (2.5%, the same as that at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 3.5
years compared to 4.4 years at last review.

WARR is the par-weighted average of the mean recovery values for
the reference obligations in the pool. Moody's modeled a variable
WARR with a mean of 50.5% compared to a mean of 53.7% at last
review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the reference obligation pool (i.e. the measure of
diversity). Moody's modeled a MAC of 17.4% compared to 16.6% 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.

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. In general, the rated notes are particularly
sensitive to to rating changes within the reference obligation
pool. Holding all other key parameters static, changing the
current ratings and credit estimates of the reference obligations
by one notch downward or by one notch upward affects the model
results by approximately 0 to 0.7 notches downward and 0 to 0.9
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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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


HARBOR 2006-2: Moody's Cuts Rating on Class B Notes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two and
affirmed the ratings of two classes of Notes issued by Harbor SPC
Series 2006-2 Segregated Portfolio due to negative credit
migration of the underlying reference obligations. 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
Synthetic) transactions.

Cl. A, Downgraded to Caa2 (sf); previously on May 4, 2011
Downgraded to Caa1 (sf)

Cl. B, Downgraded to Caa3 (sf); previously on May 4, 2011
Downgraded to Caa2 (sf)

Cl. C, Affirmed at Caa3 (sf); previously on May 4, 2011 Downgraded
to Caa3 (sf)

Cl. D, Affirmed at Caa3 (sf); previously on May 4, 2011 Downgraded
to Caa3 (sf)

Ratings Rationale

Harbor 2006-2 is a static synthetic CRE CDO transaction backed by
a portfolio of credit default swaps on commercial mortgage backed
securities (CMBS) (100.0% the reference obligation pool balance).
As of the February 16, 2012 Trustee report, the aggregate issued
Note balance of the transaction is $120.0 million, the same as
that at issuance.

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 reference obligations. The bottom-dollar WARF is a measure
of the default probability within a reference obligation pool.
Moody's modeled a bottom-dollar WARF of 486 compared to 329 at
last review. The distribution of current ratings and credit
estimates is as follows: Aaa-Aa3 (26.1% compared to 28.1% at last
review), A1-A3 (25.3% compared to 32.8% at last review), Baa1-Baa3
(36.6% compared to 34.1% at last review), Ba1-Ba3 (7.8% compared
to 3.7% at last review), B1-B3 (2.9% compared to 0.0% at last
review), and Caa1-C (1.3%, the same as that at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 3.9
years compared to 4.8 years at last review.

WARR is the par-weighted average of the mean recovery values for
the reference obligations in the pool. Moody's modeled a variable
WARR with a mean of 42.2% compared to a mean of 47.0% at last
review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the reference obligation pool (i.e. the measure of
diversity). Moody's modeled a MAC of 27.5% compared to 36.1% 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.

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. In general, the rated notes are particularly
sensitive to to rating changes within the reference obligation
pool. Holding all other key parameters static, changing the
current ratings and credit estimates of the reference obligations
by one notch downward or by one notch upward affects the model
results by approximately 0 to 0.8 notches downward and 0 to 1.0
notch 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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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


HARCH CLO II: S&P Affirms CCC- Rating on Class E Notes; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1A, A-1B, A-2, B, C, D, E, and X notes from Harch CLO II
Ltd., a collateralized loan obligation (CLO) transaction managed
by Harch Capital Management LLC. "At the same time, we removed the
ratings on the class B, C, D, and E notes from CreditWatch, where
we placed them with positive implications on Dec. 20, 2011," S&P
said.

"We affirmed our ratings on the class A-1A, A-1B, A-2, and X notes
to reflect sufficient credit support available to support their
current 'AAA (sf)' ratings. The transaction is now in its
amortization phase. Classes A-1A and A-1B have paid down to 32.60%
of their original balances, from 60.38% at the time of the last
upgrade on March 17, 2011. As of the Feb. 10, 2012, trustee
report, the A-1 notes have paid down about $77 million to an
outstanding balance of $89 million. This is down from $166 million
noted in the Jan. 11, 2011, trustee report, which we used for our
March 2011 rating action," S&P said.

"The transaction has also benefited from an increase in
overcollateralization (O/C) available to support the senior notes.
The class A/B ratio increased 14.84% to 136.63% as of the February
2012 trustee report, compared with 121.79% noted in the January
2011 trustee report," S&P said.

"The transaction has shown improvements since the last upgrade
action. As of the Feb. 10, 2012, trustee report, the transaction
held $5.37 million in defaulted assets down from $8.89 million in
the Jan. 11, 2011, report which we used for the March 2011
actions. Additionally, the transaction held $10 million in assets
rated in the 'CCC' range as of the February 2012 report, down from
$23.00 million in the January 2011 trustee report. However, we
affirmed our ratings on the class B and C notes and removed them
from CreditWatch with positive implications because the
transaction currently holds approximately $6.46 million (3.60%) in
assets that mature after the final legal maturity of the notes.
These long-dated assets are subject to potential market value
risks and are hence haircut by 10% as per our criteria," S&P said.

"We also affirmed the ratings on the class D and E notes and
removed them from CreditWatch with positive implications for the
reasons cited. The class D O/C ratio increased slightly by 1.40%,
while the class E O/C ratio decreased marginally by 0.15% since
January 2011," 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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Harch CLO II Ltd.
                      Rating
Class            To                    From
B                AA (sf)               AA (sf)/Watch Pos
C                A- (sf)               A- (sf)/Watch Pos
D                B- (sf)               B- (sf)/Watch Pos
E                CCC- (sf)             CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Harch CLO II Ltd.
Class            Rating
A-1A             AAA (sf)
A-1B             AAA (sf)
A-2              AAA (sf)
X                AAA (sf)

TRANSACTION INFORMATION

Issuer:              Harch CLO II Ltd.
Collateral manager:  Harch Capital Management LLC
Underwriter:         Goldman, Sachs & Co.
Trustee:             The Bank of New York Mellon
Transaction type:    Cash flow CLO


HEDGED MUTUAL: S&P Lowers Rating on Class 2007-1 Notes to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes from Hedged Mutual Fund Fee Trust's series 2006-4 and 2007-1
and removed our rating on the 2007-1 series from CreditWatch with
negative implications. "We raised our ratings on the notes from
series 2005-1, 2006-1, 2006-2, and 2006-3, and removed our rating
on the 2005-1 series from CreditWatch with positive implications.
At the same time, we affirmed our rating on the notes from series
2005-3," S&P said.

"The downgrades of the notes from series 2006-4 and 2007-1 reflect
our view of several factors, including an increase in the
estimated default frequency and loss severity model outputs, as
well as delays in the 2007-1 transaction's receipt of residuals
from Hedged Mutual Fund Fee Trust transactions issued in 2003. In
our opinion, and noted in previous press releases, the delay in
receiving these residuals has had the largest impact on the 2007-1
series," S&P said.

The cash flows for these transactions come from securitized mutual
fund 12b-1 fees and contingent deferred sales charges (CDSCs),
both of which generally are sensitive to fluctuations in the net
asset value (NAV) of each associated mutual fund.

"Mutual fund fee securitizations generally expose investors to the
risk that the anticipated cash flows from future collections of
12b-1 fees and CDSCs could be insufficient to cover the timely
payment of interest and ultimate return of principal. Because
these fees are calculated at a fixed rate that is based on the NAV
of the mutual fund shares, the NAV of the underlying funds becomes
the primary driver of bond performance. In our view, the financial
risk of these securitizations typically centers on the fact that
the fluctuation of the NAV could produce insufficient collections
to support the timely payment of interest and the ultimate return
of principal on the securitizations," S&P said.

"We affirmed our rating on the class from series 2005-3 because
the default frequency trend over the past 12 months has been in
line with the current 'BB' rating. The series is at a 7.47% class
factor and although the fluctuation in NAV of the underlying funds
has been consistent with most of the outstanding 12b-1
securitizations and the previous year's rise in equity markets,
the default frequency output has increased in the same time
period," S&P said.

"The securitizations with lowered ratings (series 2006-4 and 2007-
1) have class factors of 15.62% and 20.0%. The 2007-1 trust was
structured with the right to receive a portion of the residual
payments from the 2003-1 and 2003-2 trust receivables. Since the
2003-1 and 2003-2 trusts amortized more slowly than initially
projected due to market volatility and declining NAVs, the
residual payments were smaller than expected and were passed on to
2007-1 trusts later than anticipated. This slowed the amortization
schedule of the 2007-1 series significantly. As of the most recent
cashflow projections report as of the month ending December 2011,
the default frequency output for the 2007-1 series has reached
98.0% with a 3.67% severity. The 2006-4 series has a 3.11% six
month average default frequency output, 0.02% severity, and a
3.32% coverage ratio. The securitization also continues to receive
CDSCs (currently approximately 12% of collections) which will
dissipate to zero by year end due to the nature of their rate
schedule," S&P said.

"We raised our ratings on the classes from the 2005-1, 2006-1,
2006-2, and 2006-3 series to reflect lower default frequency
outputs, higher coverage ratios, and stronger principal pay downs
almost solely based on 12b-1 fees," S&P said.

"If the 2005-1 series, which was on CreditWatch with positive
implications, continues to receive funds at the previous months'
level, it is expected to pay in full on the next payment date.
Therefore we raised the rating to 'AAA'. The 2006-1, 2006-2, and
2006-3 series are at 9.2%, 11.0% and 11.8% class factors, . The
2006-3 series has had 0%, or just above 0% default frequency
outputs since early 2011 and has a coverage ratio of 7.10%. We
raised our rating on this series to 'A-'. We raised the rating on
the 2006-2 series, which has experienced less than 0.10% default
frequency outputs and has a 4.34% coverage ratio, 'BBB+'. We
raised the rating on the 2006-1 series, which has experienced
slightly higher default frequency outputs than the 2006-2 series,
but less than 1% on average over the past 12 months, to 'BBB',"
S&P said.

"We will continue to monitor the performance of all outstanding
securitizations and take further rating actions as necessary," 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/1111488.pdf

RATING ACTIONS

Hedged Mutual Fund Fee Trust 2005-1
                       Rating
Class            To              From
2005-1 Fltg      AAA (sf)        BBB (sf)/Watch Pos

Hedged Mutual Fund Fee Trust 2006-1
                       Rating
Class            To              From
2006-1 Fl        BBB (sf)        BB+ (sf)

Hedged Mutual Fund Fee Trust 2006-2
                       Rating
Class            To              From
2006-2           BBB+ (sf)       BBB- (sf)

Hedged Mutual Fund Fee Trust 2006-3
                       Rating
Class            To              From
2006-3           A- (sf)         BBB (sf)

Hedged Mutual Fund Fee Trust 2006-4
                       Rating
Class            To              From
2006-4           BBB- (sf)       BBB (sf)

Hedged Mutual Fund Fee Trust 2007-1
                       Rating
Class            To              From
2007-1           CCC (sf)        BB- (sf)/Watch Neg

RATING AFFIRMED

Hedged Mutual Fund Fee Trust 2005-3
Class       Rating
2005-3      BB (sf)


HELIOS SERIES: Moody's Raises Rating on $443MM A Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Helios Series I Multi-Asset CBO, Ltd.:

US$443,000,000 Class A Floating Rate Notes, Due December 13, 2036
(current outstanding balance of $10,147,513), Upgraded to A3 (sf);
previously on September 22, 2009 Downgraded to Ba1 (sf)

Ratings Rationale

According to Moody's, the rating upgrade is the result of the
deleveraging of the Class A Notes, an increase in the
transaction's overcollateralization ratios and a decrease in the
defaulted securities since the rating action in September 2009.
Moody's notes that the Class A Notes have been paid down by
approximately 96% or $218 million since that time. Also as a
result of the deleveraging, the overcollateralization ratios have
increased. Based on the latest trustee report dated February 29,
2012, the Class A/B overcollateralization ratio is reported
104.95%, versus an August 2009 level of 99.08%. The termination of
the interest swap by the end of 2012 is also a benefit to the
transaction as it will release additional excess interest proceeds
to accelerate the deleveraging of the Class A Notes. In addition,
the defaulted securities have decreased from $1.7 million in
August 2009 to $727,767 in February 2012.

Helios Series I Multi-Asset CBO, Ltd., issued in December 2001, is
a collateralized debt obligation backed primarily by a portfolio
of RMBS, CMBS and Corporate CDOs originated from 1999 to 2001.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.


HILLMARK FUNDING: S&P Ups Class D Notes Rating to 'B+'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, C, and D notes from Hillmark Funding Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Hillmark Capital Management L.P. "At the same time, we removed
these ratings from CreditWatch, where we placed them with positive
implications on Dec. 20, 2011. We also affirmed the rating on the
class A-1 notes," S&P said.

"This transaction is still in its reinvestment period, which is
scheduled to end in November 2013. The upgrades reflect
performance improvements we have observed in the transaction's
underlying asset portfolio since our January 2010rating actions.
The improved credit quality of the transaction's underlying asset
portfolio has benefited the rated notes, and we note a significant
decrease in the amount of defaulted and 'CCC' rated obligations,
as indicated in the February 2012 trustee report. Increases in the
class A, B, C, and D overcollateralization (O/C) ratios reflect
enhanced credit support available to the rated notes," S&P said.

"The affirmation of the rating on the class A-1 notes reflects our
opinion that the available credit support is commensurate with the
'AA+ (sf)' rating," S&P said.

"The ratings on class C and D notes are constrained by the top
obligor default test, a supplemental stress test for concentration
risk that we introduced as part of our September 2009 corporate
criteria update," 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.

            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/1111488.pdf

RATING AND CREDITWATCH ACTIONS

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

RATING AFFIRMED

Hillmark Funding Ltd.
Class              Rating
A-1                AA+ (sf)


ING IM 2012-1: S&P Assigns 'B' Rating on $9MM Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to ING IM
CLO 2012-1 Ltd./ING IM CLO 2012-1 LLC's $326.5 million floating-
rate notes.

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

The ratings reflect S&P's assessment of:

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

* The transaction's credit enhancement, which is sufficient to
   withstand the defaults applicable for the supplemental tests
   (not counting excess spread), and cash flow structure, which
   can withstand the default rate projected by Standard & Poor's
   CDO Evaluator model, as assessed by Standard & Poor's using the
   assumptions and methods outlined in its corporate
   collateralized debt obligation criteria.

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

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

* The asset manager's experienced management team.

* "Our projections regarding the timely interest and ultimate
   principal payments on the rated notes, which we assessed using
   our cash flow analysis and assumptions commensurate with the
   assigned ratings under various interest-rate scenarios,
  including LIBOR ranging from 0.34%-12.59%," S&P said.

* 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
ING IM CLO 2012-1 Ltd./ING IM CLO 2012-1 LLC

Class                   Rating         Amount (mil. $)
A-1                     AAA (sf)                227.00
A-2                     AA (sf)                  32.50
B (deferrable)          A (sf)                   27.75
C (deferrable)          BBB (sf)                 16.25
D (deferrable)          BB (sf)                  14.00
E (deferrable)          B (sf)                    9.00
Subordinated notes      NR                       35.40

NR - Not rated.


JPMC 2000-C9: Moody's Affirms C(sf) Rating on Class J Certificates
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three CMBS
classes of J.P. Morgan Commercial Mortgage Finance Corp., Mortgage
Pass-Through Certificates, Series 2000-C9 as follows:

Cl. H, Affirmed at B1 (sf); previously on Nov 19, 2002 Downgraded
to B1 (sf)

Cl. J, Affirmed at C (sf); previously on Nov 22, 2005 Downgraded
to C (sf)

Cl. X, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

The affirmations are due to key parameters, including Moody's LTV
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
Herfindahl Index (Herf), remaining within acceptable ranges. Based
on Moody's current base expected loss, the credit enhancement
levels for the affirmed classes are sufficient to maintain their
current ratings.  While pool performance generally has improved
since Moody's last review, credit quality continues to be
negatively affected by future interest shortfall risk associated
with loans in special servicing.  Additional risk is posed by a
concentration of large loans in the pool collateralized by single-
tenant properties leased to non-rated tenants.

The rating of the IO Class, Class X, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
approximately 8.3% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 25.5%.
Moody's provides a current list of base losses for conduit and
fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012. Please see the Credit Policy page on www.moodys.com
for a copy of these methodologies.

Moody's review incorporated the use of the Excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions.  Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a 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 underlying ratings 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 underlying rating level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3 compared to a Herf of 5 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 a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 27, 2011.
Please see the ratings tab on the issuer/entity page on moodys.com
for the last rating action and the ratings history.

DEAL PERFORMANCE

As of the March 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $24 million
from $814 million at securitization. The Certificates are
collateralized by six mortgage loans ranging in size from less
than 4% to 34% of the pool. The pool includes no loans with credit
estimates. One loan, representing approximately 39% of the pool,
is defeased and is collateralized by U.S. Government securities.

One loan, representing 13% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Twenty-five loans have liquidated from the pool, resulting in an
aggregate realized loss of $37 million (37% average loan loss
severity). Currently, two loans, representing 40% of the pool, are
in special servicing. The largest specially serviced loan is the
Cory Industries Loan ($8 million -- 34% of the pool), which is
secured by a 1,000,000 square foot warehouse/distribution facility
located in Elizabeth, New Jersey. The property is comprised of
four structures, primarily used for the storage and distribution
of home furnishings.  The loan was recently modified, reducing the
interest rate through 2014. The special servicer expects the loan
to return to the master servicer. Despite the temporary extension
of a lower interest rate on the loan, Moody's continues to have
concerns related to low DSCR for the property.

The second-largest loan in special servicing is the Greenmount
Avenue Shopping Center Loan ($1 million -- 6% of the pool). The
loan is secured by a 17,000 square foot collection of retail
spaces along Greenmount Avenue in Baltimore, Maryland. The
borrower is no longer making payments on the loan. The special
servicer has ordered an appraisal, and an appraisal reduction with
subsequent interest shortfalls impacting the trust is possible.
The risk of future interest shortfalls in connection with this
loan is considered in Moody's analysis.

Moody's has estimated a $1.9 million aggregate loss for the two
specially serviced loans.

Moody's was provided with full-year 2010 and partial year 2011
operating results for 100% of the performing pool. Excluding
troubled loans, Moody's weighted average LTV is 68%, compared to
75% at last full review. Moody's net cash flow reflects a weighted
average haircut of 17% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.9%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.15X and 1.72X, respectively, compared to 1.12X and 1.59X 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 21% of the pool.
The largest loan is the K-Mart Baltimore Loan ($3 million -- 13%
of the pool). The loan is secured by a 120,000 square foot retail
center in southeast Baltimore, Maryland. The property was 100%
leased in September, 2011. The anchor tenant is the Sears Holdings
Corp. (Moody's long term rating B3, stable outlook), which
operates a Kmart store at the property. The Kmart lease is set to
expire in November 2014. This Kmart location is not on the Sears
Holdings Corp. store closings list. Moody's current LTV and
stressed DSCR are 82% and 1.28X, respectively, compared to 86% and
1.22X at last review.

The second-largest loan is the Henry Plastics Building Loan ($1
million -- 4% of the pool). The loan is secured by a 34,000 square
foot industrial property located in Fremont, California. The
property is 100% leased to Henry Plastic Molding, Inc. through
2019. The property is performing steadily. Moody's current LTV and
stressed DSCR are 38% and 2.83X, respectively, compared to 39% and
2.79X at last review.

The third-largest loan is the RiteAid - Dayton Loan ($800,000 --
4% of the pool). The loan is secured by 11,000 square feet of
retail space in Dayton, Ohio. The real estate is 100% leased to
Rite Aid Corporation through 2018. Moody's current LTV and
stressed DSCR are 56% and 1.95X, respectively, compared to 61% and
1.79X at last review.


JPMCC 2002-CIBC4: Moody's Cuts Rating on G Certificates to 'C'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes,
placed four classes on review and affirmed seven classes of J.P.
Morgan Chase Commercial Mortgage Securities Corp, Commercial
Mortgage Pass-Through Certificates, Series 2002-CIBC4 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 29, 2002
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Sep 27, 2005 Upgraded
to Aaa (sf)

Cl. C, Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade; previously on Oct 28, 2010 Downgraded to Aa2 (sf)

Cl. D, Downgraded to Baa2 (sf) and Placed Under Review for
Possible Downgrade; previously on Oct 28, 2010 Downgraded to A2
(sf)

Cl. E, Downgraded to B2 (sf) and Placed Under Review for Possible
Downgrade; previously on Oct 28, 2010 Downgraded to Ba2 (sf)

Cl. F, Downgraded to Ca (sf) and Placed Under Review for Possible
Downgrade; previously on Oct 28, 2010 Downgraded to Caa3 (sf)

Cl. G, Downgraded to C (sf); previously on Oct 28, 2010 Downgraded
to Ca (sf)

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

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

Cl. K, Affirmed at C (sf); previously on Sep 22, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Sep 22, 2010 Downgraded
to C (sf)

Cl. X-1, Affirmed at B3 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Ratings Rationale

The downgrades are due to higher than expected losses from
troubled loans and loans in special servicing along with increased
interest shortfalls.

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

Moody's rating action reflects a cumulative base expected loss of
35% of the current balance. At last review, Moody's cumulative
base expected loss was 9.5%. Realized losses have increased from
2.5% of the original balance to 3.5% since the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012, 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 Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 7 compared to 23 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 11, 2011.

DEAL PERFORMANCE

As of the March 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 77% to $186 million
from $799 million at securitization. The Certificates are
collateralized by 36 mortgage loans ranging in size from less than
1% to 33% of the pool, with the top ten non-defeased loans
representing 67% of the pool. Two loans, representing 6% of the
pool, have defeased and are secured by U.S. Government securities.
Defeasance at last review represented 34% of the pool.

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

Eight loans have been liquidated from the pool, resulting in a
realized loss of $27.7 million (43% loss severity). Currently
eight loans, representing 43% of the pool, are in special
servicing. The largest specially serviced loan is the Highland
Mall Loan ($61 million -- 33% of the pool), which is secured by a
487,000 square foot (SF) regional mall located in Austin Texas. At
securitization, the mall was anchored by J.C. Penny, Dillard's and
Macy's. Since then J.C. Penny closed its store in 2006, followed
by both Dillard's and Macy's in 2011. Austin Community College has
since purchased the vacant space and owns all three boxes. The
overall inline occupancy has dropped significantly, reaching 31%
as of March 2011. The master servicer has deemed this asset non
recoverable and the loan is currently REO (Real Estate Owned).

The remaining seven specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $62.5
million loss for all the specially serviced loans (77.5% expected
loss on average).

Loans representing approximately 85% of the current balance have
matured or have an anticipated repayment date (ARD) within the
next 12 months. Moody's expects most of these loans will be able
to refinance at or prior to loan maturity. However, Moody's has
assumed a high default probability for two poorly performing loans
representing 4% of the pool and has estimated an aggregate $1
million loss (15% expected loss based on a 50% probability
default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 81%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 72% compared to 76% 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 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.30X and 1.57X, respectively, compared to
1.31X and 1.48X 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 three largest conduit loans represent 16% of the outstanding
pool balance. The largest loan is the Empire Central Building Loan
($10.5 million -- 5.7% of the pool), which is secured by a 178,000
SF office building located in Dallas Texas. The building is 100%
leased to the GSA, with the Immigration and Naturalization
Services department occupying the space. The GSA's lease expires
in 2016 with extension options until 2021. The loan has an ARD
date of April 2012, and the servicer is expecting a full pay off
next month. Moody's LTV and stressed DSCR are 58% and 1.90X,
respectively, compared to 61% and 1.81X at last review.

The second largest loan is the Pathmark-Rossville Loan ($10.5
million -- 5.7% of the pool), which is secured by a 64,000 SF
Pathmark supermarket located in Staten Island New York. The loan
is on the watch list for the upcoming maturity, however the
servicer has indicated that they are expecting a full pay off next
month. Moody's LTV and stressed DSCR are 81% and 1.32X,
respectively, compared to 81% and 1.33X at last review.

The third largest loan is the Plainfield Commons Loan ($9 million
-- 4.9% of the pool), which is secured by a 173,000 SF anchored
retail property, located in the downtown area of Plainfield
Indiana, about 20 miles west of Indianapolis. The property is
anchored by Kohl's, which occupies about 50% of the NRA, with a
lease expiration in 2020. There is only a small amount of lease
turnover within the next five years, and the property has had
historically high occupancy, with current occupancy at 98% as of
September 2011 compared to 97% at last review. Performance remains
stable. Moody's LTV and stressed DSCR are 53% and 1.95X,
respectively, compared to 55% and 1.86X at last review.


JPMCC 2004-C1: Moody's Affirms Rating on P Certificates at 'C(sf)'
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed 15 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C1 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Apr 2, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Apr 2, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Apr 2, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Oct 29, 2008 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Oct 29, 2008 Upgraded
to Aaa (sf)

Cl. D, Upgraded to Aa3 (sf); previously on Oct 29, 2008 Upgraded
to A1 (sf)

Cl. E, Upgraded to A2 (sf); previously on Apr 2, 2004 Definitive
Rating Assigned A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Apr 2, 2004 Definitive
Rating Assigned Baa1 (sf)

Cl. G, Affirmed at Baa2 (sf); previously on Apr 2, 2004 Definitive
Rating Assigned Baa2 (sf)

Cl. H, Affirmed at Baa3 (sf); previously on Apr 2, 2004 Definitive
Rating Assigned Baa3 (sf)

Cl. J, Affirmed at Ba3 (sf); previously on Jul 21, 2010 Downgraded
to Ba3 (sf)

Cl. K, Affirmed at B1 (sf); previously on Jul 21, 2010 Downgraded
to B1 (sf)

Cl. L, Affirmed at B3 (sf); previously on Jul 21, 2010 Downgraded
to B3 (sf)

Cl. M, Affirmed at Caa2 (sf); previously on Jul 21, 2010
Downgraded to Caa2 (sf)

Cl. N, Affirmed at Ca (sf); previously on Jul 21, 2010 Downgraded
to Ca (sf)

Cl. P, Affirmed at C (sf); previously on Jul 21, 2010 Downgraded
to C (sf)

Cl. X-1, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrades are due to an increase in credit support due to
defeasance, payoffs and amortization.

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

The rating of the IO Class, Class X-1, is consistent with the
expected credit performance of its reference classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
4.0% of the current balance. At last full review, Moody's
cumulative base expected loss was 3.5%. The current cumulative
base loss plus realized losses is 4.5% compared to 3.9% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator version
1.0, which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and the IO type corresponding
to an IO type as defined in the published methodology. The
calculator then returns a calculated IO rating based on both a
target and mid-point. For example, a target rating basis for a
Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis
for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3
(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If
the calculated IO rating factor is 700, the CMBS IO calculator
version 1.0 would provide both a Baa3 (sf) and Ba1 (sf) IO
indication for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 40, up from 22 at Moody's prior full review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 22, 2011.

DEAL PERFORMANCE

As of the March 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 39% to $636.1
million from $1.04 billion at securitization. The Certificates are
collateralized by 103 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans, excluding
defeased loans, representing 22% of the pool. Seventeen loans,
representing 36% of the pool, have defeased and are collateralized
with U.S. Government securities. No loans have investment grade
credit estimates.

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

Three loans have been liquidated from the pool since
securitization, resulting in an aggregate $4.7 million loss (29%
loss severity on average). Currently five loans, representing 6%
of the pool, are in special servicing. The largest specially
serviced loan is 610 Broadway Loan ($11.4 million -- 1.8% of the
pool), which is secured by a 152,454 square foot (SF) office
complex built in 1909 and renovated in 2002 in the Jewelry
District of downtown Los Angeles, California. The loan was
transferred to special servicing in January 2010 due to monetary
default. The borrower filed for bankruptcy on May 17, 2010 and the
loan is currently 90+ days delinquent. The borrower is required to
make monthly interest payments during the bankruptcy. The borrower
filed an amended disclosure statement to which the special
servicer filed a conditional opposition on February 7, 2012. The
special servicer and borrower are in discussions regarding
modifications to the debtor's plan and disclosure statement. A
final disclosure statement hearing has been set for April 3, 2012.
The remaining four specially serviced loans are secured by a mix
of property types. The master servicer has recognized an aggregate
$7.5 million in appraisal reductions for three of the specially
serviced loans. Moody's has estimated an aggregate loss of $14.4
million (37% expected loss on average) for all of the specially
serviced loans.

Moody's has assumed a high default probability for six poorly
performing loans representing 5% of the pool and has estimated a
$5.2 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 100% and 91% of the non-defeased performing
pool, respectively. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 85% compared to 82% at last
full review. Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.3%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.28X and 1.26X, respectively, compared to
1.40X and 1.31X, respectively, at last full review. Moody's actual
DSCR is based on Moody's net cash flow (NCF) and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 11% of the pool
balance. The largest conduit loan is the One Fordham Plaza Loan
($45.7 million -- 7.0% of the pool), which is secured by a 414,002
SF office building located in Bronx, New York. The property was
80% leased as of September 2011 compared to 85% at last review.
The largest tenant is Montefiore Hospital, which leases
approximately 117,000 SF of the net rentable area (NRA) under
various leases expiring in 2012 and 2013. Included in that total
is a proprietary lease (109,000 SF), whereby upon expiration of
the initial term in 2012, Montefiore can extend the lease through
September 2036 at a rent of $1.00 per annum plus expense
reimbursements. Other tenants include the New York City Housing
Authority (18% of the NRA; lease expiration March 2030) and the
New York Division of Human Rights (13% of the NRA; currently on a
month-to-month lease basis while the borrower and tenant work on a
long term lease). Actual reported Net Operating Income increased
between 2009 and 2010 but is forecast to decline due to a decrease
in rental income from the Montefiore lease as well as increased
expenses. The loan has amortized 7% since last review and 34%
since securitization. Moody's LTV and stressed DSCR are 105% and
1.03X, respectively, compared to 90% and 1.2X at last review.

The second largest performing conduit loan is the Plaza de Oro
Loan ($13.6 million -- 2.1% of the pool), which is secured by a
99,102 SF grocery and drug-anchored retail center located in
Murrieta, California. The property was 95% leased as of October
2011 compared to 100% leased as of last review. Net operating
income decreased slightly since last review in concert with lower
occupancy and higher operating expenses. This loan has amortized
2% since last review and 13% since amortization. Moody's LTV and
stressed DSCR are 94% and 1.03X, respectively, compared to 95% and
1.02X, at last review.

The third largest performing conduit loan is the Washington
Village Apartments Loan ($12.4 million -- 6.5% of the pool), which
is secured by 18 two-story garden style apartment buildings built
in two separate phases located in Greenfield, Indiana. The
property was 90% as of December 2011 compared to 93% leased at
last review. Property performance has been stable following
periods of higher tenant concessions which impinged on prior
financial performance. Based on this more stable performance, the
servicer removed the loan from the watchlist due to low DSCR. The
loan has amortized 3% since last review and 12% since
amortization. There is also a $400,000 B-note encumbering this
property. Moody's LTV and stressed DSCR are 92% and 1.0X,
respectively, compared to 123% and 0.75X at last review.


JPMCC 2005-CIBC12: Moody's Cuts Rating on G Certificates to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed eight classes of J.P. Morgan Chase Commercial
Mortgage Securities, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIBC12 as follows:

Cl. A-SB, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3A1, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3A2, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3B, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aa2 (sf); previously on Dec 2, 2010
Downgraded to Aa2 (sf)

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

Cl. B, Downgraded to Ba3 (sf); previously on Dec 2, 2010
Downgraded to Ba2 (sf)

Cl. C, Downgraded to B2 (sf); previously on Dec 2, 2010 Downgraded
to B1 (sf)

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

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

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

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

Cl. X-1, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. X-2, Affirmed at Aaa (sf); previously on Jul 29, 2005
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The downgrades are due to an increase in interest shortfalls
caused from higher than anticipated losses for a liquidated loan.
The Olympic Towers Loan ($7 million) was liquidated at over a 130%
loss severity. Although the loan accounted for less than 1% of the
pool balance, the high loss severity led to over $1 million of
interest shortfalls. Consequently the shortfalls spiked up to
Class AJ. All but $40 thousand of the $565 thousand of Class AJ
interest shortfalls have been repaid and the balance is expected
to be repaid this month.

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

Moody's rating action reflects a cumulative base expected loss of
4.7% of the current pooled balance compared to 5.7% at last
review. The deal's realized losses have increased by $29 million
since Moody's last review. Moody's base expected loss plus
realized losses is equal to 8.2% of the original pooled balance
compared to 7.9% at last review. Moody's provides a current list
of base expected losses for conduit and fusion CMBS transactions
on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 60, compared to 65 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 23, 2011.

DEAL PERFORMANCE

As of the March 12, 2012 distribution date, the transaction's
aggregate pooled certificate balance has decreased by 31% to $1.5
billion from $2.2 billion at securitization. The total deal
balance is $1.6 billion due to a $50 million non-pooled rake that
is tied to the Universal Hotel Portfolio Loan. The Certificates
are collateralized by 156 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 29%
of the pool. Two loans, representing 2% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
One loan, representing 3% of the pool, has an investment grade
credit estimate.

Forty-two 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) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of $110 million (41% average loss
severity). Thirteen loans, representing 7% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Southpark Centre Loan ($17 million -- 1.1% of the
pool), which is secured by a 90,000 SF office and retail property
located in Pinecrest, Florida. The loan was modified in December
2011. Modification terms included a note bifurcation ($16.3
million A-note, $1.3 million B-note), 62 basis point A-note rate
reduction for 18-months, payments reverting to interest-only for
the remainder of the term and a $1.4 million equity contribution
from the borrower. The servicer has recognized a $4 million
appraisal reduction for this loan.

The servicer has recognized an aggregate $26 million appraisal
reduction for eight of the 13 specially serviced loans, while
Moody's has estimated an aggregate $37 million loss for all of the
specially serviced loans.

Moody's has assumed a high default probability for five poorly
performing loans representing 4% of the pool and has estimated an
$11 million aggregate loss (17% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 95% and 90% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans as well as the loan with a
credit estimate. Moody's weighted average conduit LTV is 90%
compared to 96% 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 9.0%.

Moody's actual and stressed conduit DSCRs are 1.50X and 1.13X,
respectively, compared to 1.44X and 1.06X 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.

Based on the most recent remittance statement, Classes AJ through
NR have experienced cumulative interest shortfalls totaling $10
million. Although Moody's expects the outstanding shortfalls for
Classes AJ and B to be repaid, Moody's anticipates that the pool
will continue to experience interest shortfalls because of the
high exposure to specially serviced and troubled loans. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs), extraordinary trust expenses, loan modifications that
include either an interest rate reduction or a non-accruing note
component, and non-recoverability determinations by the servicer
that involve a clawback for previously made advances.

The loan with a credit estimate is the 4250 North Fairfax Drive
Loan ($45 million -- 2.7%), which is secured by a 304,500 SF
office building located in Arlington, Virginia. The loan matures
in June 2012 and is interest only for its entire term. The
property was 100% leased as of September 2011, the same as last
review. The sponsor has notified the Master Servicer of its intent
to pay off the loan in full with the May 2012 payment. Moody's
current credit estimate and stressed DSCR are A3 and 1.65X,
respectively, compared to A3 and 1.74X at last review.

The top three performing conduit loans represent 14% of the pool
balance. The largest loan is the Universal Hotel Portfolio Loan
($100 million -- 6.7%), which is a pari passu interest in a $400
million first mortgage loan secured by three full service hotel
properties. The three hotels are all located in Orlando, Florida
and total 2,400 guest rooms. The properties are also encumbered by
a $50 million B-note which is held in the trust. The portfolio's
upward trend in performance continues. Revenue per available room
(RevPAR) is now at $194, which is 12% greater than at
securitization and a 31% increase from the portfolio's 2009 low of
$135. The three hotels were all constructed between 1999 and 2002.
All are considered luxury hotels and are located within Orlando's
Universal Theme Park. Moody's current LTV and stressed DSCR are
74% and 1.50X, respectively, compared to 86% and 1.32X at last
review.

The second largest loan is the Promenade at Westlake Loan ($68
million -- 4.5%), which is secured by a 202,000 SF retail center
located in Thousand Oaks, California. The property was 96% leased
as of December 2011 compared to 99% at last review. Moody's LTV
and stressed DSCR are 93% and 0.96X, respectively, compared to 92%
and 0.97X at last review.

The third largest loan is the LXP-ISS Loan ($42 million -- 2.5%),
which is secured by three office buildings containing 289,000 SF
located in Atlanta, Georgia. The buildings are 100% leased to
Internet Security System (ISS) through May 2013 and serve as the
company's headquarters. IBM (Moody's senior unsecured rating Aa3,
stable outlook) acquired ISS in 2006. The loan matures in May
2013, coterminous with the lease expiration. Moody's analysis
reflects a lit/dark analysis to account for the single tenant
exposure and lease rollover risk. Moody's LTV and stressed DSCR
are 99% and 1.01X, respectively, compared to 94% and 1.07X at last
review.


JPMCC 2010-C1: Moody's Affirms B3 Rating on Class H Certificates
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of
J.P. Morgan Chase Commercial Securities Trust 2010-C1, Commercial
Mortgage Pass-Through Certificates, Series 2010-C1 as follows:

Cl. A-1, Affirmed at Aaa (sf); previously on Jun 24, 2010
Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed at Aaa (sf); previously on Jun 24, 2010
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jun 24, 2010
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa2 (sf); previously on Jun 24, 2010 Definitive
Rating Assigned Aa2 (sf)

Cl. C, Affirmed at A3 (sf); previously on Jun 24, 2010 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Jun 24, 2010
Definitive Rating Assigned Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Jun 24, 2010
Definitive Rating Assigned Baa3 (sf)

Cl. F, Affirmed at Ba2 (sf); previously on Jun 24, 2010 Definitive
Rating Assigned Ba2 (sf)

Cl. G, Affirmed at B1 (sf); previously on Jun 24, 2010 Definitive
Rating Assigned B1 (sf)

Cl. H, Affirmed at B3 (sf); previously on Jun 24, 2010 Definitive
Rating Assigned B3 (sf)

Cl. X-A, Affirmed at Aaa (sf); previously on Jun 24, 2010
Definitive Rating Assigned Aaa (sf)

Cl. X-B, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

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

The ratings of the IO Classes, Class X-A and Class X-B, are
consistent with the expected credit performance of their
referenced classes and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
1.5% of the current balance, the same as at last review. There
have been no realized losses for this deal. Moody's provides a
current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 21, the same as 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 30, 2011.

DEAL PERFORMANCE

As of the March 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $701 million
from $716 million at securitization. The Certificates are
collateralized by 39 mortgage loans ranging in size from less than
1% to 14% of the pool, with the top ten loans representing 51% of
the pool. No loans have been defeased, liquidated or are in
special servicing.

One loan, representing 0.7% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance. Moody's did not identify any additional loans
as being troubled.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 97% and 64% of the pool, respectively.
Moody's weighted average LTV for the conduit component is 80%,
compared to 81% at last review. Moody's net cash flow reflects a
weighted average haircut of 13.3% to the most recently available
net operating income. Moody's value reflects a weighted average
capitalization rate of 9.3%.

Moody's actual and stressed DSCR for the conduit component are
1.50X and 1.28X, respectively, compared to 1.46X and 1.23X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three conduit loans represent 27% of the pool balance. The
largest loan is the Gateway Salt Lake Loan ($99.2 million -- 14.2%
of the pool), which is secured by The Gateway, a 623,972 square
foot (SF) open-air lifestyle center. It represents the majority of
the retail segment of an overall 35 acre development known as the
"Gateway Development" which is a mixed-use development consisting
of retail and entertainment tenants, as well as office space, a
state-of-art theatre, and several restaurants. The property is
currently 93% leased, down from 96% at securitization. The sponsor
is Inland Western Retail REIT. Moody's LTV and stressed DSCR are
77% and 1.26X, respectively, compared to 76% and 1.28X at last
review.

The second largest loan is the Inland Western Retail Portfolio A
Loan ($46.6 million -- 6.6% of the pool), which is secured by four
multi-tenanted retail properties totaling 470,000 SF located in
Virginia, California, New Jersey and Texas. The portfolio's
largest tenants are Save Mart Supermarket (12% of the gross
leasable area (GLA); lease expiration in 2026), Acme/Albertson's
(12% of the GLA; lease expiration in 2023), Gold's Gym (10% of the
GLA; lease expiration in 2013) and Office Depot (4% of the GLA;
lease expiration in 2019). As of December 2011 the portfolio was
89% occupied, the same as at securitization. The sponsor is Inland
Western Retail REIT. Moody's LTV and stressed DSCR are 92% and
1.1X, respectively, the same as at last review.

The third largest loan is the Cole Portfolio Loan ($41.6 million -
- 5.9% of the pool), which is secured by a pool of 16 single-
tenant retail properties located across ten states. The tenants
include seven Walgreens, two LA Fitness Centers, two Fed Ex
distribution centers, two Advance Autos, two Tractor Supplies, and
one Academy Sports. Investment grade tenants lease 52% of the NRA
and only one tenant lease expires during the loan term. The
sponsor is Cole Capital REIT. Moody's LTV and stressed DSCR are
65% and 1.55X, respectively, the same as at last review.
Rating Action: Moody's assigns Ba2 ratings to AMN's proposed bank
debt; upgrades SGL to SGL-2.


LAKESIDE CDO II: Moody's Lowers Rating on $715MM Secured Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by Lakeside CDO II, LTD.:

U.S. $1,170,000,000 Class A-1 First Priority Senior Secured
Floating Rate Delayed Draw Notes Due 2040 (current outstanding
balance of $435,050,425), Downgraded to Caa3 (sf); previously on
March 5, 2010 Downgraded to Caa1 (sf);

U.S. $279,900,000 Class A-2 Second Priority Senior Secured
Floating Rate Notes Due 2040, Downgraded to C (sf); previously on
March 5, 2010 Downgraded to Ca (sf).

Ratings Rationale

According to Moody's, the rating downgrade today is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the WARF, an increase in the dollar
amount of defaulted securities and a decrease in the transaction's
overcollateralization ratios. Based on the latest trustee report
dated January 31 2012, the WARF of the portfolio has increased to
2104 from 983 since the last rating action in March 2010.
Defaulted securities have increased to $189.9 million in January
2012 from $168.2 million in January 2010. Additionally, the Class
A/B/C overcollateralization ratio test is reported at 55.2% versus
a January 2010 level of 73.5%.

Lakeside CDO II, LTD., issued in March 2004, is a collateralized
debt obligation backed primarily by a portfolio of RMBS, CMBS and
SF CDOs originated from 2001 to 2004.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential 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. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action today factors in a number of sensitivity
analyses and stress scenarios, discussed below. Results are shown
in terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss, assuming that all other factors are held equal:

Moody's Caa rated assets notched up by 2 rating notches:

Class A-1: 0

Class A-2: 0

Moody's Caa rated assets notched down by 2 rating notches:

Class A-1: 0

Class A-2: 0


LB-UBS 2000-C4: Moody's Affirms 'C' Ratings on Two CMBS Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed six classes of LBUBS Commercial Mortgage Trust 2000-C4,
Commercial Mortgage Pass-Through Certificates, Series 2000-C4 as
follows:

Cl. E, Affirmed at Aaa (sf); previously on May 12, 2011 Upgraded
to Aaa (sf)

Cl. F, Upgraded to Aa3 (sf); previously on Dec 8, 2006 Upgraded to
A1 (sf)

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

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

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

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

Cl. X, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

The upgrade is due to the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 22% 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 Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
16.2% of the current balance, the same as at last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 8.2 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 12, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $74.0
million from $999.1 million at securitization. The Certificates
are collateralized by 20 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
80% of the pool. Two loans, representing 4% of the pool, have
defeased and are collateralized with U.S. Government securities.
Six loans, representing 14% of the pool, are secured by credit
tenant leases (CTLs).

Five loans, representing 29% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $51.5 million (35% loss severity
overall). Four loans, representing 34% of the pool, are currently
in special servicing. The largest specially serviced loan is the
111 Franklin Plaza Loan ($10.5 million -- 14% of the pool), which
is secured by a 138,800 square foot (SF) office property located
in Roanoke, Virginia. The loan transferred to special servicing in
September 2011 due to imminent monetary default and the special
servicer is currently proceeding with foreclosure. The property
was 57% leased as of January 2012. The master servicer has
recognized an aggregate $7.0 million appraisal reduction for three
of the specially serviced loans. Moody's has estimated an
aggregate $9.6 million loss (38% expected loss on average) for the
specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 17% of the pool and has estimated a
$11.5 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 100% and 94% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 69%
compared to 80% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 16% 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 1.51X and 1.64X, respectively, compared to
1.26X and 1.50X 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 conduit loan is the Dulles North - Phase 2 Loan ($7.5
million -- 10.0% of the pool), which is secured by a single-story,
79,000 SF office/flex building located in Sterling, Virginia. The
property was 100% leased as of December 2011, the same as at last
review. Property performance is stable. Moody's LTV and stressed
DSCR are 71% and 1.57X, respectively, compared to 72% and 1.53X at
last review.

The second largest loan is the Dulles North - Phase 5 Loan ($5.8
million -- 7.9% of the pool), which is secured by a single-story,
90,000 SF office/flex building located in Sterling, Virginia. The
property is 100% leased to NTT Worldwide Communications through
February 2020. Property performance is stable. Moody's valuation
reflects a dark/lit methodology. Moody's LTV and stressed DSCR are
51% and 2.17X, respectively, compared to 49% and 2.21X at last
review.

The third largest conduit loan is the Dulles North - Phase 1 Loan
($4.3 million -- 5.8% of the pool), which is secured by a 60,000
SF office building located in Sterling, Virginia. The property was
67% leased to two tenants as of December 2011. According to the
master servicer, the borrower does not expect the current tenants
to renew their leases, which both expire in 2012. The borrower is
currently marketing the space for rent. As a result, Moody's has
recognized this as a troubled loan and has ascribed an expected
loss.

The CTL component consists of six loans leased under bondable
triple net leases to three corporate credits. The largest
corporate credits include CVS/Caremark Corporation (51% of the CTL
component; senior unsecured rating Baa2, stable outlook) and
Walgreen Co. (40% of the CTL component; senior unsecured rating
A2, stable outlook).


LB-UBS 2002-C2: Moody's Affirms 'C' Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed 14 classes of LB-UBS Commercial Mortgage Trust 2002-C2,
Commercial Mortgage Pass-Through Certificates, Series 2002-C2 as
follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 9, 2002
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Mar 9, 2006 Upgraded to
Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Mar 9, 2006 Upgraded to
Aaa (sf)

Cl. D, Affirmed at Aaa (sf); previously on May 2, 2007 Upgraded to
Aaa (sf)

Cl. E, Affirmed at Aaa (sf); previously on Nov 8, 2007 Upgraded to
Aaa (sf)

Cl. F, Upgraded to Aaa (sf); previously on Nov 8, 2007 Upgraded to
Aa3 (sf)

Cl. G, Upgraded to Aa1 (sf); previously on Nov 8, 2007 Upgraded to
A1 (sf)

Cl. H, Upgraded to Aa3 (sf); previously on Nov 8, 2007 Upgraded to
A2 (sf)

Cl. J, Upgraded to A2 (sf); previously on Nov 8, 2007 Upgraded to
Baa1 (sf)

Cl. K, Affirmed at Baa3 (sf); previously on Jul 9, 2002 Definitive
Rating Assigned Baa3 (sf)

Cl. L, Affirmed at Ba1 (sf); previously on Jul 9, 2002 Definitive
Rating Assigned Ba1 (sf)

Cl. M, Affirmed at B1 (sf); previously on Apr 6, 2011 Downgraded
to B1 (sf)

Cl. N, Affirmed at B3 (sf); previously on Apr 6, 2011 Downgraded
to B3 (sf)

Cl. P, Affirmed at Caa1 (sf); previously on Apr 6, 2011 Downgraded
to Caa1 (sf)

Cl. Q, Affirmed at Caa3 (sf); previously on Apr 6, 2011 Downgraded
to Caa3 (sf)

Cl. S, Affirmed at C (sf); previously on Nov 4, 2010 Downgraded to
C (sf)

Cl. T, Affirmed at C (sf); previously on Nov 4, 2010 Downgraded to
C (sf)

Cl. X-CL, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrades are due to overall improved pool financial
performance and increased credit support due to loan payoffs and
amortization. The pool has paid down by 67% 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 Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
6.3% of the current balance. At last review, Moody's cumulative
base expected loss was 2.0%. Realized losses have increased from
0.7% of the original balance to 1.1% since the prior review.
Moody's provides a current list of base losses for conduit and
fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012, 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 Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 11 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 6, 2011.

DEAL PERFORMANCE

As of the March 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 78% to $270 million
from $1.2 billion at securitization. The Certificates are
collateralized by 39 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten non-defeased loans
representing 40% of the pool. Ten loans, representing 43% of the
pool, have defeased and are secured by U.S. Government securities.
Defeasance at last review represented 19% of the pool.

Fourteen loans, representing 28% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Ten loans have been liquidated from the pool, resulting in a
realized loss of $13 million (17% loss severity). Currently three
loans, representing 3.5% of the pool, are in special servicing.
Moody's estimates an aggregate $4.2 million loss for the specially
serviced loans (44.4% expected loss on average).

Moody's has assumed a high default probability for two poorly
performing loans representing 1% of the pool and has estimated an
aggregate $400,000 loss (15% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 85%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 90% compared to 82% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 13.6% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.20X and 1.30X, respectively, compared to
1.28X and 1.34X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The top three conduit loans represent 21.4% of the pool balance.
The largest loan is the Bank of America Tower Loan ($30.3 million
-- 11.2%), which is secured by a 299,700 square foot class A
office building located in St. Petersburg, Florida. The property
has been hindered by declining occupancy and currently is 79%
leased as of December 2011, compared to 85% as of September 2010.
In December 2010, Bank of America, which occupied 14% of the net
rentable area (NRA), vacated at the expiration of its lease. In
addition to that, 42% of the NRA is set to expire within the next
year, including the largest tenant Serve Virtual Enterprises. Due
to a declining leasing market and above market rents in the
building, Moody's has stressed the cash flow to reflect current
market conditions and the potential vacancies that could occur
over the next year. The loan has an ARD date of April 2012 and the
borrower, Vornado, is actively seeking refinancing. Moody's LTV
and stressed DSCR are 147% and 0.70X, respectively, compared to
112% and 0.92X at last review.

The second largest loan is the Greenbriar Club Apartments Loan
($16.3 million - 6.1%), which is secured by a 357 unit multifamily
property located in Philadelphia Pennsylvania, built in 1970.
Occupancy has been strong at the property, maintaining levels over
90% throughout the life of the loan. As of December 2011 the
property was 95% occupied, compared with 93% at last review.
Performance remains stable Moody's LTV and stressed DSCR are 78%
and 1.25X, respectively, compared to 85% and 1.15X at last review.

The third largest loan is the Home Depot Center Loan ($11.1
million -- 4.1%), which is secured by a 130,000 square foot
anchored retail center in Baldwin Hills California. Home Depot
remains the anchor tenant with 92% of the NRA through 2018.
Occupancy remains strong at the property, as it was 100% leased as
of December 2011, essentially the same as last review and
securitization. Performance remains stable. Moody's LTV and
stressed DSCR are 77% and 1.30X, respectively, compared to 80% and
1.26X at last review.


LB-UBS 2003-C8: S&P Affirms 'CCC+' Rating on Class N Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 15
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2003-C8, a U.S. commercial mortgage-
backed securities (CMBS) transaction.

"Our affirmations follow our analysis of the credit
characteristics of the collateral remaining in the pool, the deal
structure, and the liquidity available to the trust. The
affirmations reflect subordination and liquidity support levels
that provide adequate support through various stress scenarios.
Our analysis also considered that loans totaling $662.3 million,
or 81.8% of the pooled trust balance, have anticipated repayment
dates (ARDs) or final maturity dates between June 2013 and
November 2013. These figures exclude the specially serviced,
credit-impaired, and defeased loans. We affirmed our 'AAA (sf)'
rating on the class X-CL interest-only (IO) certificates based on
our current criteria," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.96x and a loan-to-value
(LTV) ratio of 65.4%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.53x
and an LTV ratio of 82.9%. The implied defaults and loss severity
under the 'AAA' scenario were 23.4% and 20.7%. The DSC and LTV
calculations noted above exclude the transaction's three ($32.7
million, 4.0%) loans with the special servicer, one loan that we
determined to be credit-impaired ($1.1 million, 0.1%), and 13
($114.9 million, 14.2%) defeased loans. We separately estimated
losses for the specially serviced and credit-impaired loans and
included them in our 'AAA' scenario implied default and loss
severity figures," S&P said.

                       TRANSACTION SUMMARY

As of the Feb. 17, 2012, trustee remittance report, the total pool
balance was $810.0 million, or 57.9% of the pool balance at
issuance. The pool includes 66 loans, down from 94 loans at
issuance. The master servicer, Wells Fargo Bank N.A. (Wells
Fargo), provided financial information for 94.9% of the loans in
the pool, the majority of which was full-year 2010 data (51.7%) or
year-to-date September 2011 data (24.0%).

"We calculated a weighted average DSC of 2.14x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.96x and 65.4%, . Our adjusted DSC and LTV
figures exclude the transaction's three ($32.7 million, 4.0%)
loans with the special servicer, one loan that we determined to be
credit-impaired ($1.1 million, 0.1%), and 13 ($114.9 million,
14.2%) defeased loans. We separately estimated losses for the
excluded specially serviced and credit-impaired loans and included
them in our 'AAA' scenario implied default and loss severity
figures. To date, the transaction has experienced $14.3 million in
principal losses in connection with 10 assets. Eleven loans ($38.8
million, 4.8%) in the pool are on the master servicer's watchlist.
Five loans ($18.4 million, 2.3%) have a reported DSC of less than
1.10x, four of which ($12.6 million, 1.6%) 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 trust balance of $511.9 million (63.2%). Using
servicer-reported numbers, we calculated a weighted average DSC of
2.39x for nine of the top 10 loans. The remaining top 10 loan is
with the special servicer. Our adjusted DSC and LTV ratio for nine
of the top 10 loans were 2.08x and 60.3%. Excluding the specially
serviced loan, the remaining top 10 loans have ARDs or final
maturity dates between June 2013 and November 2013," S&P said.

"The Grove loan, the largest loan in the pool ($152.9 million,
18.9%), is secured by a leasehold interest in a 583,688-sq.-ft.,
open-air retail/entertainment complex in Los Angeles. Wells Fargo
reported a DSC and occupancy of 3.13x and 99.6%, , for the nine
months ended Sept. 30, 2011," S&P said.

                         CREDIT CONSIDERATIONS

"As of the Feb. 17, 2012, trustee remittance report, three ($32.7
million, 4.0%) loans in the pool were with the special servicer,
LNR Partners LLC (LNR). The reported payment status of the
specially serviced loans is: one is in foreclosure ($6.6 million,
0.8%), one is 90-plus-days delinquent ($1.8 million, 0.2%), and
one is a matured balloon loan ($24.3 million, 3.0%). Appraisal
reduction amounts (ARAs) totaling $5.1 million are in effect for
the three specially serviced loans," S&P said.

"The Milestone Hotel Portfolio loan ($24.3 million, 3.0%) is the
sixth-largest loan in the pool and the largest specially serviced
loan. The loan has a total reported exposure of $26.0 million. The
loan is secured by four hotel properties totaling 537 rooms in New
York, Pennsylvania, and Florida. The loan was transferred to the
special servicer on Aug. 11, 2010, due to imminent maturity
default. The loan matured on Nov. 11, 2010. According to LNR, it
has engaged legal counsel and is considering various workout
strategies. As of June 2011, the reported occupancy was 67.4%. An
ARA of $603,715 is in effect against this loan. We expect a
minimal loss upon the eventual resolution of this loan," S&P said.

"The PGA Commons loan ($6.6 million, 0.8%) is the second-largest
specially serviced loan and is secured by a 38,741-sq.-ft. retail
shopping center in Palm Beach Gardens, Fla. The loan has a total
reported exposure of $7.7 million. The loan was transferred to the
special servicer on March 3, 2010, due to imminent default.
According to LNR, it is pursuing foreclosure and a note sale. As
of September 2011, the reported occupancy was 25.0%. An ARA of
$3.6 million is in effect against this loan. We expect a
significant loss upon the eventual resolution of this loan," S&P
said.

"The 5000 Hakes Drive loan ($1.8 million, 0.2%) is the smallest
loan with the special servicer. The loan has a total reported
exposure of $2.1 million. The loan is secured by an office
building totaling 31,142 sq. ft. in Norton Shores, Mich. The loan
was transferred to the special servicer on Jan. 21, 2010, due to
imminent default. According to LNR, legal counsel has been engaged
and discussions with the borrower are ongoing. An ARA of $887,167
is in effect against this loan. We expect a significant loss upon
the eventual resolution of this loan," S&P said.

"In addition to the specially serviced loans, we determined the
Torrey Pines Apartments loan ($1.1 million, 0.1%) to be credit-
impaired primarily due to a reported 30-days-delinquent payment
status and a low reported DSC. The loan is secured by a 58-unit,
multifamily complex located in Dickinson, Texas. The reported DSC
was 0.74x for year-end 2010. The loan is scheduled to mature on
Aug. 11, 2013. As a result, we viewed this loan to be at an
increased risk of default and loss," S&P said.

"Standard & Poor's stressed the pool collateral according to its
current criteria. The resultant credit enhancement levels are
consistent with our affirmed ratings," 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/1111488.pdf

RATINGS AFFIRMED

LB-UBS Commercial Mortgage Trust 2003-C8
Commercial mortgage pass-through certificates

Class    Rating                      Credit enhancement (%)
A-3      AAA (sf)                                     23.72
A-4      AAA (sf)                                     23.72
B        AAA (sf)                                     21.89
C        AAA (sf)                                     20.05
D        AAA (sf)                                     17.89
E        AA+ (sf)                                     15.08
F        AA (sf)                                      13.36
G        A+ (sf)                                      10.76
H        A- (sf)                                       8.60
J        BBB+ (sf                                      6.88
K        BBB (sf)                                      4.28
L        BB+ (sf)                                      3.42
M        B+ (sf)                                       2.56
N        CCC+ (sf)                                     1.91
X-CL     AAA (sf)                                       N/A

N/A - Not applicable.


LB-UBS 2004-C7: Moody's Affirms 'C' Ratings on 4 Cert. Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C7 as follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Nov 9, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Nov 9, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-6, Affirmed at Aaa (sf); previously on Nov 9, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Nov 9, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aa1 (sf); previously on Jul 14, 2010 Confirmed
at Aa1 (sf)

Cl. C, Affirmed at Aa2 (sf); previously on Jul 14, 2010 Confirmed
at Aa2 (sf)

Cl. D, Affirmed at A1 (sf); previously on Jul 14, 2010 Downgraded
to A1 (sf)

Cl. E, Affirmed at A3 (sf); previously on Jul 14, 2010 Downgraded
to A3 (sf)

Cl. F, Affirmed at Baa2 (sf); previously on Jul 14, 2010
Downgraded to Baa2 (sf)

Cl. G, Affirmed at Ba1 (sf); previously on Jul 14, 2010 Downgraded
to Ba1 (sf)

Cl. H, Affirmed at Ba2 (sf); previously on Jul 14, 2010 Downgraded
to Ba2 (sf)

Cl. J, Affirmed at B2 (sf); previously on Jul 14, 2010 Downgraded
to B2 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Jul 14, 2010
Downgraded to Caa2 (sf)

Cl. L, Affirmed at Caa3 (sf); previously on Jul 14, 2010
Downgraded to Caa3 (sf)

Cl. M, Affirmed at Ca (sf); previously on Jul 14, 2010 Downgraded
to Ca (sf)

Cl. N, Affirmed at C (sf); previously on Jul 14, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Jul 14, 2010 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Jul 14, 2010 Downgraded
to C (sf)

Cl. S, Affirmed at C (sf); previously on Jul 14, 2010 Downgraded
to C (sf)

Cl. X-CL, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. X-OL, Affirmed at Aaa (sf); previously on Nov 9, 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 Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
4.0% of the current balance. At last review, Moody's cumulative
base expected loss was 3.9%. Realized losses have increased from
0.4% of the original balance to 0.6% since the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012, 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 Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.1 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 22, 2011.

DEAL PERFORMANCE

As of the March 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 42% to $827.5
billion from $1.42 billion at securitization. The Certificates are
collateralized by 67 mortgage loans ranging in size from less than
1% to 20% of the pool, with the top ten non-defeased loans
representing 54% of the pool. Two loans, representing 18% of the
pool, have defeased and are secured by U.S. Government securities.
Defeasance at last review represented 21% of the pool. The pool
includes three loans with investment grade credit estimates,
representing 12% of the pool. The pool included four loans with
investment grade credit estimates at last review. Moody's removed
the credit estimate for the Kimco Portfolio -- Perry Hall Super
Fresh Loan (5.3 Million -- 0.6% of the pool) due to uncertainty
around leasing up the anchor space that represents 87% of the net
rentable area (NRA).

Nineteen loans, representing 43% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool, resulting in a
realized loss of $8.9 million (48% loss severity on average).
Currently two loans, representing less than 1% of the pool, are in
special servicing. The specially serviced properties are secured
by self storage properties. Moody's estimates an aggregate
$700,000 loss for the specially serviced loans.

Moody's has assumed a high default probability for six poorly
performing loans representing 6% of the pool and has estimated an
aggregate $16.4 million loss (35% expected loss on average) from
these troubled loans.

Moody's was provided with full year 2010/2011 operating results
for 95% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 92% compared to 99% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 9% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.2%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.40X and 1.11X, respectively, compared to
1.30X and 1.02X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the Montgomery Mall
Loan ($83.7 million -- 10.1% of the pool), which is secured by a
1.1 million square foot (SF) regional mall located in North Wales,
Pennsylvania, approximately 20 miles northwest of Philadelphia.
The collateral space is 559,000 SF. The mall is anchored by Macys,
Sears and Dick's Sporting Goods. Comparable in-line and total mall
sales for 2011 were $312 and $214 per square foot, respectively,
compared to $308 and $210 per square foot in 2010. Boscov's, a
non-collateral anchor tenant at securitization, vacated its space
in 2008 prior to its lease expiration in 2027 when it filed for
bankruptcy. As of December 2011, the total property and collateral
were 92% and 84% leased, respectively, which was the same as at
last review. Overall, performance remains stable and the loan has
amortized over 12% since securitization. Moody's current credit
estimate and stressed DSCR are A2 and 1.50X, respectively,
compared to A3 and 1.40X at last review.

The second largest loan with a credit estimate is The Kimco
Portfolio - Enchanted Forest Loan ($10.8 million -- 1.3% of the
pool) which is secured by a grocery-anchored retail center located
in Ellicott City, Maryland. The property is anchored by Safeway
(senior unsecured rating of Baa3 -- 35.8% of the NRA). Safeway's
expired in March 2012 but has been automatically renewed for a
period of five years since Safeway chose not to terminate their
lease prior to lease expiration. Performance remains stable and
the loan has amortized 9% since securitization. Moody's credit
estimate and stressed DSCR are Aa1 and 2.25X, respectively,
compared to Aa1 and 2.44X at last review.

The third largest loan with a credit estimate is The Kimco
Portfolio - Wilkens Beltway Plaza Loan ($8.0 million -- 1.0% of
the pool) is secured by a grocery-anchored retail center located
in Baltimore, Maryland. The property is anchored by Giant Foods
(42% of the NRA -- lease expiration in April 2016). The property
was 95% leased as of September 2011 compared to 82% at last
review. Property performance is expected to improve in 2012 as the
property realizes revenues from new tenants. Moody's credit
estimate and stressed DSCR are Aa2 and 2.29X, respectively,
compared to Aa2 and 2.15X at last review.

The three largest conduit loans represent 32% of the pool. The
largest conduit loan is the 600 Third Avenue Loan ($168.0 million
-- 20.3% of the pool), which is secured by a 541,000 SF Class A
office building located in the Grand Central/UN office submarket
of New York City. Major tenants include L-3 Communications
Corporation (13% of the NRA; lease expiration December 2018) and
Sumitomo Corporation of America (12% of the NRA; lease expiration
August 2014). The property was 88% leased as of January 2012
compared to 81% at last review. The borrower has been successful
in releasing space that Tru TV vacated at the end of 2010. Per the
servicer, 2012 income is projected to be above $30 million
(September 2011 annualized income was $24.8 million) as free rent
and concessions to new tenants are expected to burn off. Moody's
LTV and stressed DSCR are 106% and 0.87X, respectively, compared
to 109% and 0.85X at last review.

The second largest conduit loan is the World Apparel Center Loan
($68.2 million -- 8.2% of the pool), which represents a 33%
participation interest in a $206.7 million first mortgage loan.
The loan is secured by a 1.1 million SF Class A office building
located in the Times Square submarket of New York City. Built in
1970 and renovated in 2002, the building's principal tenants
include Jones Apparel Group (Moody's senior unsecured rating Ba2,
stable outlook) and JPMorgan Chase & Co. (Moody's senior unsecured
rating Aa3, rating under review for possible downgrade). The
property's occupancy has increased through successful leasing of
new and existing space. The property was 89% leased through
September 2011 compared to 72% at last review. Moody's LTV and
stressed DSCR are 82% and 1.16X, respectively, compared to 99% and
0.96X at last review.

The third largest conduit loan is the North Dekalb Mall Loan
($26.6 million -- 3.2% of the pool), which is secured by a 628,700
SF regional mall located in Decatur, Georgia. The collateral space
is 430,000 SF. The loan was transferred to special servicing in
August 2010 due to imminent monetary default when the borrower was
unwilling to fund leasing costs without a loan modification. A
loan modification was completed shortly thereafter and the loan
was transferred back to the master servicer in November 2010. The
mall is anchored by Macy's, Ross Dress for Less and AMC Theatres.
As of June 2011, total mall, collateral, and inline occupancy were
92%, 89%, and 81%, respectively, compared to 94%, 91%, and 85% at
year end 2009. Though collateral occupancy has remained stable,
income has substantially declined due to weak tenant sales and
tenants renegotiating leases. Until the economy in the area
improves, the property will continue to performance poorly.
Moody's cpmsoders this to be a troubled loan. Moody's LTV and
stressed DSCR are 169% and 0.62X, respectively, the same as at
last review.

LB-UBS 2004-C8: Moody's Affirms C Ratings on Various Certificates
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of sixteen classes
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8 as follows:

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-J, Affirmed at Aaa (sf); previously on Apr 25, 2011 Upgraded
to Aaa (sf)

Cl. B, Affirmed at Aa3 (sf); previously on Apr 25, 2011 Upgraded
to Aa3 (sf)

Cl. C, Affirmed at A3 (sf); previously on Apr 25, 2011 Upgraded to
A3 (sf)

Cl. D, Affirmed at Baa3 (sf); previously on Apr 25, 2011 Upgraded
to Baa3 (sf)

Cl. E, Affirmed at B2 (sf); previously on Apr 25, 2011 Upgraded to
B2 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Apr 25, 2011 Upgraded
to Caa1 (sf)

Cl. G, Affirmed at Caa2 (sf); previously on Apr 25, 2011 Upgraded
to Caa2 (sf)

Cl. H, Affirmed at Caa3 (sf); previously on Apr 25, 2011 Upgraded
to Caa3 (sf)

Cl. J, Affirmed at C (sf); previously on Apr 15, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Apr 15, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Apr 15, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Apr 15, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Apr 15, 2010 Downgraded
to C (sf)

Cl. X-CL, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
9.4% of the current pooled balance compared to 6.5% at last
review. The deal has paid down 21% since Moody's last review. The
dollar amount of Moody's base expected loss has only increased by
$8 million since last review, which is less than 1% of the
original deal balance. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 15, compared to 18 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 a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 25, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 51% to $638 million
from $1.3 billion at securitization. The Certificates are
collateralized by 57 mortgage loans ranging in size from less than
1% to 17% of the pool, with the top ten loans representing 49% of
the pool. Two loans, representing 18% of the pool, have been
defeased and are collateralized with U.S. Government Securities.
One loan, representing 17% of the pool, has an investment grade
credit estimate.

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

Nineteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $19 million (10% average loss
severity). Nine loans, representing 14% of the pool, are currently
in special servicing. The largest specially serviced loan was
originally known as the Hunt Retail Portfolio although it is
currently real estate owned (REO). The collateral originally
consisted of 11 retail properties, but 10 of the properties have
been sold. The sale proceeds were used to pay down the loan
amount, which is currently $22 million or 63% of its original
balance of $35 million. The remaining collateral property is
located in Missouri City, Texas and was appraised for $3.21
million in May 2011. The servicer has recognized a $4 million
appraisal reduction for this loan. Moody's estimates a $19.5
million loss, which is 90% of the current loan balance.

The remaining specially serviced loans are secured by a mix of
retail, multifamily and industrial properties. The servicer has
recognized an aggregate $26 million appraisal reduction for eight
of the nine specially serviced loans, while Moody's estimates an
aggregate $47 million loss (54% expected loss based on a 88%
probability of default) for all of the specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 3% of the pool and has estimated a
$3 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 100% and 96% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans as well as the loan with a
credit estimate. Moody's weighted average conduit LTV is 94%
compared to 99% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 10% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.29X and 1.10X,
respectively, compared to 1.28X and 1.05X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is The Grace Building Loan ($109
million -- 17.2% of the pool), which is secured by a 1.5 million
square foot (SF) office building located in the Midtown submarket
of New York City. The loan represents a 33% pari-passu interest in
a $329 million loan. A $28 million B Note, which is held outside
the trust, also encumbers the property. The property was 96%
leased as of 2011 YE and less than 1% of the leases expire in
2012. Brookfield Office Properties and Swig Equities are the loan
sponsors. Moody's current credit estimate and stressed DSCR are A3
and 1.44X compared to Baa1 and 1.35X at last review.

The top three conduit loans represent 13% of the outstanding pool
balance. The largest loan is the DRA/Equity One Florida Portfolio
Loan ($36 million -- 5.7% of the pool), which is secured by two
retail and one office property located in Broward and Palm Beach
County, Florida. The loan has been on the watchlist since January
2009 primarily due to occupancy issues. The portfolio occupancy
improved to 78% as of September 2011 compared to 74% at last
review. The portfolio was originally referred to as the Gehr
Florida Portfolio, however, DRA & Equity One purchased the
portfolio for $53 million in August 2008 and assumed the loan as
part of the transaction. Moody's LTV and stressed DSCR are 106%
and 0.92X, which is the same as at last review.

The second largest loan is the North Haven Pavilion Loan ($24
million -- 3.8% of the pool), which is secured by a 150,000 SF
retail center located in North Haven, Connecticut. The property
was 99% leased as of September 2011 compared to 98% as of
September 2010. The collateral is shadow anchored by a Target,
while major collateral tenants include Sports Authority (36% of
the net rentable area (NRA); lease expiration in October 2019) and
Michael's Stores (16% of the NRA; lease expiration in February
2014). Moody's LTV and stressed DSCR are 103% and 1.00X, which is
the same as at last review.

The third largest loan is the Parkridge Six Aurora Loan Services
Loan ($22 million -- 3.4% of the pool), which is secured by a
160,000 SF office building located in Littelton, Colorado. The
property is fully leased to Aurora Loan Services through July
2016. Moody's review utilized a lit/dark analysis to account for
the single tenant exposure. Moody's LTV and stressed DSCR are 101%
and 1.01X compared to 99% and 1.04X at last review.


LB-UBS 2005-C1: Moody's Cuts Rating on H Certificates to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 12 classes of LB-UBS Commercial Mortgage Trust 2005-
C1, Commercial Mortgage Pass-Through Certificates, Series 2005-C1
as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Feb 10, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Feb 10, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Feb 10, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Feb 10, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-J, Affirmed at Aa2 (sf); previously on Jul 29, 2010
Downgraded to Aa2 (sf)

Cl. B, Affirmed at Aa3 (sf); previously on Jul 29, 2010 Downgraded
to Aa3 (sf)

Cl. C, Affirmed at A2 (sf); previously on Jul 29, 2010 Downgraded
to A2 (sf)

Cl. D, Downgraded to Baa1 (sf); previously on Jul 29, 2010
Downgraded to A3 (sf)

Cl. E, Downgraded to Baa3 (sf); previously on Jul 29, 2010
Downgraded to Baa2 (sf)

Cl. F, Downgraded to Ba1 (sf); previously on Jul 29, 2010
Downgraded to Baa3 (sf)

Cl. G, Downgraded to B1 (sf); previously on Jul 29, 2010
Downgraded to Ba3 (sf)

Cl. H, Downgraded to Caa1 (sf); previously on Jul 29, 2010
Downgraded to B3 (sf)

Cl. J, Affirmed at Caa3 (sf); previously on Jul 29, 2010
Downgraded to Caa3 (sf)

Cl. K, Affirmed at Ca (sf); previously on Jul 29, 2010 Downgraded
to Ca (sf)

Cl. L, Affirmed at C (sf); previously on Jul 29, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Jul 29, 2010 Downgraded
to C (sf)

Cl. X-CL, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The downgrades are due to an increase in expected losses from
specially serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
7.4% of the current pooled balance compared to 5.3% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 12, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 36% to $968 million
from $1.5 billion at securitization. The Certificates are
collateralized by 64 mortgage loans ranging in size from less than
1% to 16% of the pool, with the top ten loans representing 71% of
the pool. Three loans, representing 29% of the pool, have
investment grade credit estimates. The pool does not contain any
defeased loans.

Eighteen loans, representing 15% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool, resulting in an
aggregate realized loss of $9 million (23% average loss severity).
Four loans, representing 7% of the pool, are currently in special
servicing. The largest specially serviced loan is the Atlantic
Building Loan ($28 million -- 2.9% of the pool), which is secured
by a 316,000 square foot (SF) Class B office located in
Philadelphia, Pennsylvania. The servicer is pursing foreclosure.
The property was only 52% leased as of January 2012. All but 8% of
the current leases expire in 2012-13. The servicer has recognized
an $18 million appraisal reduction for this loan, while Moody's
estimates a $21 million or 77% loss.

The three remaining specially serviced loans are secured by
multifamily, retail and office properties. The servicer has
recognized an aggregate $44 million appraisal reduction for the
specially serviced loans, while Moody's has estimated an aggregate
$55 million loss.

Moody's has assumed a high default probability for three poorly
performing loans representing 2% of the pool and has estimated a
$3 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 99% and 95% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced and troubled loans as well as the three loans with credit
estimates. Moody's weighted average conduit LTV is 92%, which is
the same as at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 10% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.11X,
respectively, compared to 1.53X and 1.09X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit estimate is the 11 West 42nd Street
Loan ($153 million -- 15.8% of the pool), which is secured by an
877,000 SF Class A office building located across the street from
Bryant Park in New York City. The property is also encumbered by a
$48.5 million mezzanine loan. The largest tenants include CIT (17%
of the net rentable area (NRA); lease expiration October 2021) and
New York University (12% of the NRA; lease expiration September
2021). The property was 97% leased as of 2011 YE compared to 87%
at last review. Moody's credit estimate and stressed DSCR are Baa2
and 1.49X, respectively, compared to Baa2 and 1.44X at last
review.

The second largest loan with a credit estimate is the Mall Del
Norte Loan ($113 million -- 11.7% of the pool), which is secured
by the borrower's interest in a 1.2 million SF regional mall
(683,000 SF as collateral) located 3 miles north of the Mexican
border in Laredo, Texas. The property is virtually 100% leased,
which is similar to last review. The in-line space is 99% leased
with average rents of $29 per square foot (PSF). The loan is
interest only for its entire 10 year term. Moody's credit estimate
and stressed DSCR are Baa3 and 1.39X, respectively, compared to
Baa3 and 1.38X at last review.

The third loan with a credit estimate is the United States
District Courthouse Loan ($14 million -- 1.4% of the pool), which
is secured by a 47,000 SF office building located in El Centro,
California. The building is 100% leased to the US Magistrate
Courthouse through September 2019. The loan fully amortizes over
the term and has already paid down 38% since securitization.
Moody's underlying rating and stressed DSCR are Aaa and 1.62X,
respectively, compared to Aaa and 1.45X at last review.

The top three conduit loans represent 29% of the pool. The largest
conduit loan is the 2100 Kalakaua Avenue Loan ($130 million --
13.4% of the pool), which is secured by a 96,000 SF luxury retail
shopping center located in Honolulu, Hawaii. The property is also
encumbered by a $15.0 million mezzanine loan. The tenants consist
of Gucci, Chanel, Tiffany & Co, Coach, Yves Saint Laurent, Hugo
Boss and Tod's. The property is 85% leased as of January 2011 YE,
which is the same at Moody's two prior reviews. The well located
luxury retail property commands premium rents ($171 PSF) relative
to Honolulu County average of $38 PSF. Moody's LTV and stressed
DSCR are 85% and 1.02X, respectively, compared to 81% and 1.06X at
Moody's prior review.

The second largest loan is the Wilshire Rodeo Plaza Portfolio Loan
($112.7 million -- 9.6% of the pool), which is secured by a
208,000 SF office building and a 57,000 SF anchored retail
building located in Beverly Hills, California. The retail property
was fully leased as of September 2011, but due to occupancy losses
in the office building the weighted average occupancy of the
portfolio declined to 83% from 98% at last review. The occupancy
decline is mainly attributed to downsizing of UBS. Moody's LTV and
stressed DSCR are 109% and 0.84X respectively, compared to 104%
and 0.88X at last review.

The third largest loan is the Concord Portfolio Loan ($37 million
-- 3.8% of the pool), which is secured by three garden style
apartment communities located in Houston, Texas. The weighted
average occupancy is 92%, while individual occupancies range from
4% to 11%. The loan is current but is on the watchlist due to a
December 2011 inspection report at one of the property's revealing
exposed electrical cables from an air conditioning condenser.
Moody's LTV and stressed DSCR are 89% and 1.04X compared to 78%
and 1.18X at last review.


LB-UBS 2006-C6: S&P Lowers Ratings on 3 Certificate Classes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services  lowered its ratings on 11
pooled classes of commercial mortgage pass-through certificates
from LB-UBS Commercial Mortgage Trust 2006-C6, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently, we
affirmed our ratings on nine other pooled classes from the same
transaction. In addition, we raised our ratings on four nonpooled
'JRP' certificates and affirmed our ratings on three other
nonpooled 'JRP' certificates," S&P said.

"Our rating actions follow our analysis of the transaction
structure and the liquidity available to the trust. The downgrades
of the pooled certificates primarily reflect credit support
erosion that we anticipate will occur upon the eventual resolution
of the transaction's 12 ($180.6 million, 6.7%) specially serviced
assets and a reduction in the liquidity support available to these
classes due to interest shortfalls. We lowered our ratings on
classes K, L, and M to 'D (sf)' because we believe the accumulated
interest shortfalls will remain outstanding for the foreseeable
future," S&P said.

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

"Our analysis included a review of the credit characteristics of
all of the remaining assets in the pool. Using servicer-provided
financial information, we calculated an adjusted debt service
coverage (DSC) of 1.39x and a loan-to-value (LTV) ratio of 100.8%.
We further stressed the assets' cash flows under our 'AAA'
scenario to yield a weighted average DSC of 0.93x and an LTV ratio
of 133.3%. The implied defaults and loss severity under the 'AAA'
scenario were 71.7% and 37.3%, . All of the DSC and LTV
calculations noted exclude the transaction's 12 ($180.6 million,
6.7%) specially serviced assets. We separately estimated losses
for these assets and included them in the 'AAA' scenario implied
default and loss severity figures," S&P said.

"As of the Feb. 17, 2012, trustee remittance report, the trust
experienced net monthly interest shortfalls of $404,426, due
primarily to appraisal subordinate entitlement reduction (ASER)
amounts ($213,522), interest not advanced on an asset that the
master servicer has declared nonrecoverable ($165,678), and
special servicing and workout fees ($65,375). The interest
shortfalls affected all classes subordinate to and including class
K. We expect that the interest shortfalls affecting classes K, L,
and M will continue for the foreseeable future, which is why we
lowered our ratings on these classes to 'D (sf)'," S&P said.

"The rating actions related to the nonpooled 'JRP' certificates
reflect our analysis of the credit characteristics of the
remaining 12 participated mortgage loans, which are the sole
source of cash flow for the 'JRP' certificates. The primary driver
of the upgrades of the nonpooled certificates is the reduction in
debt, primarily due to the payoff of the Sheraton Sand Key Hotel
participated mortgage loan, which also supported the 'JRP'
certificates," S&P said.

                      CREDIT CONSIDERATIONS

As of the Feb. 17, 2012, trustee remittance report, 12 ($180.6
million, 6.7%) assets in the pool were with the special servicer,
LNR Partners LLC. The reported payment status of these specially
serviced assets is: five ($92.5 million, 3.5%) are real estate
owned (REO); two ($12.1 million, 0.5%) are in foreclosure; two
($5.5 million, 0.2%) are 90-plus days delinquent; one ($24.4
million, 0.9%) is 60 days delinquent; and two ($46.2 million,
1.7%) are matured balloon loans. Appraisal reduction amounts
(ARAs) totaling $84.6 million were in effect for 11 of the
specially serviced assets.

The LeCraw Portfolio cross-collateralized and cross-defaulted REO
asset ($73.8 million, 2.8%) is the seventh-largest asset in the
pool and the largest specially serviced asset. The asset is
secured by five multifamily properties with 2,079 units in
Georgia. Recent financial reporting and occupancy information was
not available for the asset. An ARA of $25.1 million is in
effect against the asset. Standard & Poor's anticipates a
significant loss upon the eventual resolution of the asset.

The Reckson Portfolio I Subordinate Tranche loan ($37.0 million,
1.4%) is the second-largest specially serviced asset. The trust
collateral loan is part of a three-loan combination in which the
trust collateral loan is subordinate to both of the corresponding
senior nontrust loans. The loan was transferred to the special
servicer in June 2010 and is secured by nine office properties
comprising 1.3 million sq. ft. in New York, New Jersey, and
Connecticut. An ARA in the amount of the loan balance is in effect
against the asset.

"Standard & Poor's anticipates a severe loss upon the eventual
resolution of the asset. The eight remaining specially serviced
assets have individual balances that represent less than 1.0% of
the total trust balance. ARAs totaling $22.5 million are in effect
against seven of these eight assets. We estimated losses for the
eight remaining assets, arriving at a weighted average loss
severity of 45.0%," S&P said.

                        TRANSACTION SUMMARY

As of the Feb. 17, 2012, trustee remittance report, the
transaction had a trust balance of $2.68 billion, down from $3.12
billion at issuance. The pool currently includes 137 loans and
five REO assets. The master servicer, Wells Fargo Commercial
Mortgage Servicing, provided financial information for 94.0%
of the pool (by balance), the majority of which reflected full-
year 2010 or partial-year 2011 data.

"We calculated a weighted average DSC of 1.41x for the pool based
on the reported figures. Our adjusted DSC and LTV ratio were 1.39x
and 100.8%, which exclude the transaction's 12 ($180.6 million,
6.7%) specially serviced assets, for which we separately estimated
losses. To date, the trust has experienced $46.4 million in
principal losses related to 15 assets. Forty-one loans ($513.0
million, 19.1%), including two ($201.3 million, 7.5%) of the top
10 assets in the pool, are on the master servicer's watchlist.
Thirty-four ($400.0 million, 14.9%) loans have a reported DSC
under 1.10x, and 25 ($231.2 million, 8.6%) of the 34 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 trust balance of
$1.58 billion (59.0%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.51x for the top 10 assets.
Our adjusted DSC and LTV ratio for the top 10 assets were 1.50x
and 96.0%, . One ($73.8 million, 2.8%) of the top 10 assets is
with the special servicer. Two ($201.3 million, 7.5%) of the top
10 assets are on the master servicer's watchlist and are
discussed," S&P said.

"The Terrace Office Complex loan ($130.2 million, 4.9%), the
fifth-largest loan in the pool, is secured by a 619,026-sq.-ft.
office property in Austin, Texas. The loan is on the master
servicer's watchlist due to the upcoming August 2012 lease
expiration of tenant Cirrus Logic Inc., which represents 31.8% of
the collateral property's net rentable area (NRA). According to
the watchlist comments, the tenant will not extend its lease.
Standard & Poor's considered this in our analysis of the loan,"
S&P said.

"The Chapel Hill Mall loan ($71.1 million, 2.7%), the ninth-
largest asset in the pool, is secured by a 666,203-sq.-ft. retail
property in Akron, Ohio. The loan is on the master servicer's
watchlist due to a low reported DSC, which was 1.06x as of
December 2010. The reported occupancy was 96.8% as of June 2011,"
S&P said.

                   PARTICIPATED MORTGAGE LOANS

"The 12 participated mortgage loans that support the 'JRP' raked
certificates have a collective whole-loan balance of $167.2
million, and they consist of a $110.6 million senior pooled
component and a $56.6 million subordinate nonpooled component. The
participated mortgage loans are secured by the Park Square
Building (whole-loan reflects 3.6% of the trust balance), Naples
Walk I, II, & III (0.6%), Country Club Safeway (0.3%), Lakewood
Ranch Shopping Center (0.3%), Mission Plaza Shopping Center
(0.3%), Yankee Candle Flagship Store (0.3%), Fairfax II (0.2%),
Mango Plaza (0.2%), CVS - Waynesboro, PA (0.1%), Stor-All/Landmark
(0.1%), Stor-All/Oviedo (0.1%), and Stor-All/Weston II (0.1%)
properties. The $56.6 million subordinate component included in
the trust on an unpooled basis supports the class JRP-10, JRP-11,
JRP-12, JRP-13, JRP-14, JRP-15, JRP-16, and JRP-17 certificates.
Standard & Poor's does not rate the JRP-17 nonpooled certificates.
The rating actions on the raked 'JRP' certificates reflect our
analysis of the credit characteristics of the 12 participated
mortgage loans, which are the sole source of cash flow for the
'JRP' certificates. The upgrades primarily reflect the reduction
in debt, as the subordinate component supporting the 'JRP'
certificates has paid down by 26.2% since issuance, primarily due
to the payoff of the Sheraton Sand Key Hotel participated mortgage
loan, which also supported the 'JRP' certificates. The loan had a
subordinate component balance of $17.2 million at issuance, which
paid off in July 2011 at no loss to the raked certificates," S&P
said.

Standard & Poor's stressed the assets in the transaction according
to its current criteria, and the analysis is consistent with the
rating actions.

            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/1111488.pdf

RATINGS LOWERED (POOLED)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates

             Rating
Class  To              From          Credit enhancement (%)
B      BB+ (sf)        BBB- (sf)                      11.74
C      BB- (sf)        BB+ (sf)                        9.85
D      B+ (sf)         BB (sf)                         8.69
E      B+ (sf)         BB- (sf)                        8.11
F      B (sf)          B+ (sf)                         6.66
G      B- (sf)         B+ (sf)                         5.64
H      CCC (sf)        B+ (sf)                         4.48
J      CCC- (sf)       B (sf)                          3.17
K      D (sf)          CCC+ (sf)                       1.14
L      D (sf)          CCC (sf)                        0.85
M      D (sf)          CCC- (sf)                       0.41

RATINGS AFFIRMED (POOLED)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates

Class    Rating                Credit enhancement (%)
A-2      AAA (sf)                               33.10
A-3      AAA (sf)                               33.10
A-AB     AAA (sf)                               33.10
A-4      AAA (sf)                               33.10
A-1A     AAA (sf)                               33.10
A-M      A (sf)                                 21.47
A-J      BBB (sf)                               12.76
X-CL     AAA (sf)                                 N/A
X-CP     AAA (sf)                                 N/A

RATINGS RAISED (NONPOOLED)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates

             Rating
Class      To              From
JRP-10     A- (sf)         BBB- (sf)
JRP-12     BB- (sf)        B+ (sf)
JRP-13     B+ (sf)         CCC (sf)
JRP-14     B (sf)          CCC (sf)

RATINGS AFFIRMED (NONPOOLED)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates

Class      Rating
JRP-11     BB+ (sf)
JRP-15     CCC- (sf)
JRP-16     CCC- (sf)

N/A - Not applicable.


MLMT 2005-CKI1: Moody's Affirms C Ratings on 7 Certificate Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1 as follows:

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

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

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

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

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

Cl. A-6, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

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

Cl. AJ, Affirmed at A2 (sf); previously on Jun 30, 2010 Downgraded
to A2 (sf)

Cl. B, Affirmed at Baa1 (sf); previously on Jun 30, 2010
Downgraded to Baa1 (sf)

Cl. C, Affirmed at Baa2 (sf); previously on Jun 30, 2010
Downgraded to Baa2 (sf)

Cl. D, Affirmed at Ba2 (sf); previously on Jun 30, 2010 Downgraded
to Ba2 (sf)

Cl. E, Affirmed at B3 (sf); previously on Jun 30, 2010 Downgraded
to B3 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Jun 30, 2010
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Ca (sf); previously on Jun 30, 2010 Downgraded
to Ca (sf)

Cl. H, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. X, Affirmed at Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Ratings Rationale

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

The rating of the IO Class, Class X, is consistent with the
expected credit performance of its referenced classes and thus is
affirmed.

Moody's rating action reflects a cumulative base expected loss of
6.3% of the current balance, the same as at last review. Realized
losses have increased from 0.7% of the original balance to 1.1%
since the prior review. Moody's provides a current list of base
losses for conduit and fusion CMBS transactions on moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 35 compared to 37 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 22, 2011.

DEAL PERFORMANCE

As of the March 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 16% to $2.57
billion from $3.07 billion at securitization. The Certificates are
collateralized by 160 mortgage loans ranging in size from less
than 1% to 10% of the pool, with the top ten non-defeased loans
representing 36% of the pool. Four loans, representing 3% of the
pool, have defeased and are secured by U.S. Government securities.
The pool contains three loans with investment grade credit
estimates, representing 7% of the pool.

Forty-one loans, representing 19% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Seven loans have been liquidated from the pool, resulting in a
realized loss of $35.2 million (52% loss severity). Currently 17
loans, representing 11% of the pool, are in special servicing. The
largest specially serviced loan is the Louisiana Boardwalk Loan
($121.4 million -- 4.7% of the pool), which is secured by a
lifestyle center with retail, restaurants, and entertainment
situated in NW Louisiana near border with Texas and Arkansas near
the Barksdale AFB. Foreclosure occurred in April 2011 after the
servicer and borrower were unable to reach terms for an A/B loan
modification structure. December 2011 occupancy was 80% compared
to 82% at last review and down from 92% in 2010. A hotel/casino
located adjacent to the property was approved in November 2011 and
is expected to be completed in June 2013. The servicer expects to
bring the property to market shortly.

The remaining 16 specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $104.6
million loss for the specially serviced loans (43% expected loss
on average).

Moody's has assumed a high default probability for 13 poorly
performing loans representing 4% of the pool and has estimated an
aggregate $19.0 million loss (20% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 97%
of the pool. Moody's weighted average LTV for the conduit
component is 101%, the same as at last review. Moody's net cash
flow reflects a weighted average haircut of 11.0% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.3%.

Moody's actual and stressed DSCR for the conduit component are
1.39X and 1.03X, respectively, compared to 1.41X and 1.03X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The largest loan with a credit estimate is the Glendale Galleria
Loan ($137.5 million -- 5.3% of the pool), which is secured by the
borrower's interest in a 1.3 million square foot (SF) enclosed
regional shopping mall (the collateral consists of 661,000 SF of
retail, office and storage space) located in Glendale, California.
The loan represents a 55% pari-passu interest in a $250 million
amortizing loan. There is also an $85.7 million B Note and $45.0
million of mezzanine debt held outside the trust. As of September
2011, the property was 97% leased with in-line mall tenant
occupancy at 94%, similar to last review. Performance has remained
stable over the last three years. The loan sponsors include GGP
and NYSTRS. Moody's credit estimate and stressed DSCR are Baa2 and
1.28X, respectively compared to Baa2 and 1.26X at last review.

The second loan with a credit estimate is the Blue Cross Building
Loan ($27.4 million -- 1.1% of the pool), which is secured by two
adjacent office buildings totaling 517,244 SF located in
Richardson, Texas. The buildings are triple-net leased to Blue
Cross Blue Shield through 2020. The loan amortizes on a 25-year
schedule. Moody's credit estimate and stressed DSCR are Baa1 and
1.52X, respectively, compared to Baa1 and 1.39X at last review.

The third loan with a credit estimate is the Plaza Loan ($20.0
million -- 0.8% of the pool), which is secured by a 171-unit co-op
apartment building located in Ft. Lee, New Jersey. Moody's credit
estimate and stressed DSCR are Aaa and 2.0X, the same as at last
review.

The top three performing conduit loans represent 20% of the pool
balance. The largest conduit loan is the Galileo NXL Retail
Portfolio and Westminster City Center Loan ($255 million - 9.9% of
the pool) which is secured by the fee and leasehold interests in a
portfolio of 19 anchored community shopping centers totaling 3.5
million SF. The properties are cross-collateralized and cross-
defaulted and located across 14 states including Colorado (18% of
the allocated balance), Florida (16%) and California (11%). This
loan is interest-only for its entire term and matures September
2012. Performance has declined slightly since last review due to
higher operating expenses and recent leasing activity reflecting
tenant concessions and leases signed at current market rents. As
of September 2011, the Galileo NXL Retail Portfolio was 90% leased
versus 87% at last review while Westminster City Center was 85%
leased versus 83% at last review. Moody's LTV and stressed DSCR
are 108% and 0.88X, respectively, compared to 104% and 0.91X at
last full review.

The second largest loan is the Ashford Hotel Portfolio Loan
($155.3 million -- 6.0% of the pool), which is secured by a
portfolio of ten cross-collateralized and cross-defaulted hotel
properties totaling 1,703 guestrooms located across seven states
including Florida (42% of the allocated balance), California (14%)
and Minnesota (12%). Financial performance has improved since the
last review as occupancy rose to 58% from 56% at last review along
with higher average ADR across the properties. Moody's LTV and
stressed DSCR are 104% and 1.13X, respectively, compared to 124%
and 0.99X at last full review.

The third largest loan is the Galileo NXL Portfolio 2 Loan ($99.0
million -- 3.8% of the pool), which is secured by the fee and
leasehold interest in a portfolio of 13 retail properties totaling
1.6 million SF. The properties are cross-collateralized and cross-
defaulted and located across nine states including Texas (36% of
the allocated balance), Virginia (18%) and West Virginia (8%). The
loan is interest-only for its entire term. Occupancy was 83% as of
December 2011, down slightly from 84% at last review. Moody's LTV
and stressed DSCR is 104% and 0.94X, respectively, the same as at
last review.


MORGAN STANLEY: Moody's Affirms 'Caa3' Ratings on Class N Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed three classes of Morgan Stanley Mortgage Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 1999-RM1 as
follows:

Cl. L, Upgraded to Baa1 (sf); previously on Mar 23, 2011 Upgraded
to Baa2 (sf)

Cl. M, Affirmed at B1 (sf); previously on Mar 23, 2011 Upgraded to
B1 (sf)

Cl. N, Affirmed at Caa3 (sf); previously on Jul 9, 2009 Downgraded
to Caa3 (sf)

Cl. X, Affirmed at Caa1 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Ratings Rationale

The upgrade is due to increased credit support as the result of
paydownds from amortization and loan payoffs and overall stable
pool performance. The affirmations are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
2.4% of the current balance compared to 8.1% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a pay down analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver. 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point. For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 16, down from 19 at last review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel based Large Loan Model v 8.2 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. 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 23, 2011.

DEAL PERFORMANCE

As of the February 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $44.1
million from $859.4 million at securitization. The Certificates
are collateralized by 23 mortgage loans which range in size from
less than 1% to 12% of the pool, with the top ten non-defeased
loans representing 63% of the pool. Two loans representing 17% of
the deal have defeased and are collateralized with U.S. Government
securities. There are no loans with investment grade credit
estimates.

There are eight loans, representing 16% of the pool on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Fifteen loans have been liquidated from the pool since
securitization, resulting in approximately a $14.4 million loss
(21% average loss severity) compared to $11.5 million at last
review. There are currently no loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loan representing 6% of the pool and has estimated a
$400,000 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
financials for 94% and 81% respectively, of the pool (excluding
defeasance). Excluding the troubled loans, Moody's weighted
average LTV is 55% compared to 63% 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 9.7%.

Excluding the troubled loans, Moody's actual and stressed DSCRs
are 1.44X and 2.20X, respectively, compared to 1.30X and 1.87X 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 29% of the pool
balance. The largest loan is the Green Ridge Heights Apartments
Loan ($5.4 million -- 12.2% of the pool), which is secured by a
309-unit apartment complex located in Cleveland, Ohio. The
property was 90% leased as of September 2011 compared to 92% at
last review. Performance has been stable and the loan has
benefited from amortization. Moody's LTV and stressed DSCR are 74%
and 1.39X, respectively, compared to 81% and 1.27X at last review.

The second largest loan is the Arbors of Wooster Apartments Loan
($3.8 million -- 8.7% of the pool), which is secured by a 118-unit
apartment complex located in Wooster, Ohio. The property was 93%
leased as of September 2011 compared to 88% at last review.
Performance has improved due to increased occupancy and scheduled
amortization. Moody's LTV and stressed DSCR are 79% and 1.23X,
respectively, compared to 85% and 1.14X at last review.

The third largest loan is the Minaret Village Retail and Office
Center Loan ($3.6 million -- 8.2% of the pool), which is secured
by a 70,000 square foot retail/office center located in Mammoth
Lakes, California. The center was 96% leased as of January 2011,
compared to 100% at last review. Performance has been stable and
the loan has benefited from scheduled amortization. Moody's LTV
and stressed DSCR are 42% and 2.74X, respectively, compared to 46%
and 2.46X at last review.


MORGAN STANLEY: Moody's Affirms 'C' Ratings on Two CMBS Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed four classes of Morgan Stanley Dean Witter Capital I
Trust Commercial Mortgage Pass-Through Certificates, Series 2000-
Life2 as follows:

Cl. F, Upgraded to Aaa (sf); previously on Apr 22, 2011 Upgraded
to Aa3 (sf)

Cl. J, Upgraded to B3 (sf); previously on Jun 17, 2010 Downgraded
to Caa2 (sf)

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

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

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

Cl. X, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Ratings Rationale

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 48% 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 Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
20.3% of the current balance. At last review, Moody's cumulative
base expected loss was 18.6%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 2 compared to 7 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 22, 2011.

DEAL PERFORMANCE

As of the February 15, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $33.1
million from $765.3 million at securitization. The Certificates
are collateralized by five mortgage loans ranging in size from
less than 1% to 61% of the pool.

One loan, representing 11% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Eighteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $23.0 million (22% loss severity
overall). Three loans, representing 29% of the pool, are currently
in special servicing.

The largest specially serviced loan is the Bryan Dairy Center Loan
($3.5 million -- 10.6% of the pool), which is secured by seven
industrial/flex buildings totaling 128,000 SF located in Pinellas
Park, Florida. The loan transferred to special servicing in July
2010 and became REO in January 2012.

The second largest specially serviced loan is the 155 Bellwood
Drive Loan ($2.9 million -- 8.8% of the pool), which is secured by
a 60,000 SF office building located in Greece, New York. The loan
transferred to special servicing in May 2010 and became REO in
January 2011.

The third largest specially serviced loan is the Ocean Office Loan
($3.1 million -- 9.4% of the pool), which is secured by a 67,500
SF industrial property located in Ronkonkoma, New York. The loan
transferred to special servicing in May 2010 and the special
servicer is currently proceeding with foreclosure.

Moody's has estimated an aggregate $5.2 million loss (54% expected
loss on average) for the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing 11% of the pool and has estimated a
loss of $891 thousand (25% expected loss based on a 50%
probability default) from the troubled loan.

Moody's analysis of of the pool is largely based on a loss and
recovery scenario of the four specially serviced and troubled
loans, leaving only one loan in the conduit pool. Moody's LTV for
this loan is 36% compared to 58% at Moody's prior review. Moody's
net cash flow reflects a weighted average haircut of 15% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed DSCRs for the conduit loan are 2.47X
and 2.84X, respectively, compared to 1.95X and 2.18X 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 conduit loan is the 825 Seventh Avenue Loan ($20.0 million --
60% of the pool) which is secured by a 164,000 square foot (SF)
office building located in Midtown Manhattan. The building is 100%
leased to two tenants, Young and Rubicam Inc. (82% of the net
rentable area (NRA); lease expiration in April 2015) and
International Merchandising Corporation (18% of the NRA; lease
expiration in November 2013). Property performance is stable.
Moody's LTV and stressed DSCR are 36% and 2.84X, respectively,
compared to 34% and 3.00X at last review.


MOUNTAIN VIEW: Moody's Raises Rating on US$13.5MM E Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Mountain View Funding CLO 2006-1:

US$11,000,000 Class C-1 Floating Rate Deferrable Notes Due April
2019, Upgraded to A2 (sf); previously on September 9, 2011
Upgraded to A3 (sf);

US$12,000,000 Class C-2 Fixed Rate Deferrable Notes Due April
2019, Upgraded to A2 (sf); previously on September 9, 2011
Upgraded to A3 (sf);

US$19,500,000 Class D Floating Rate Deferrable Notes Due April
2019, Upgraded to Baa3 (sf); previously on September 9, 2011
Upgraded to Ba1 (sf);

US$13,500,000 Class E Floating Rate Deferrable Notes Due April
2019, Upgraded to Ba3 (sf); previously on September 9, 2011
Upgraded to B1 (sf).

Ratings Rationale

In arriving at its rating conclusions, Moody's notes that the deal
has benefited from an improvement in the credit quality of the
underlying portfolio. Based on the latest trustee report dated
February 3, 2012, the weighted average rating factor is currently
2285 compared to 2396 in August 2011.

The overcollateralization ratios of the rated notes have also
improved since the rating action in September 2011. The Class A/B,
Class C, Class D and Class E par value ratios are reported at
120.13%, 113.05%, 107.68% and 104.24%, respectively, versus August
2011 levels of 119.51%, 112.47%, 107.12% and 103.71%,
respectively, and all related par value tests are currently in
compliance.

In consideration of the limited time available for active
management of the deal, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive
"cushion" relative to certain covenant requirements as seen in the
actual collateral quality measurements.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $442.3 million,
defaulted par of $3.4 million, a weighted average default
probability of 15.95% (implying a WARF of 2457), a weighted
average recovery rate upon default of 49.4%, and a diversity score
of 64. Moody's generally analyzes deals in their reinvestment
period by assuming the worse of reported and covenanted values for
all collateral quality tests. However, in this case given the
limited time remaining in the deal's reinvestment period, Moody's
analysis reflects the benefit of assuming a higher likelihood that
the collateral pool characteristics will continue to maintain a
positive "cushion" relative to certain covenant requirements, as
seen in the actual collateral quality measurements. The default
and recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Mountain View Funding CLO 2006-1, Ltd. issued in May 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a summary
of the impact of different default probabilities (expressed in
terms of WARF levels) on all rated notes (shown in terms of the
number of notches' difference versus the current model output,
where a positive difference corresponds to lower expected loss),
assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1965)

Class C-1: +3

Class C-2: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2948)

Class C-1: -2

Class C-2: -2

Class D: -1

Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

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

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


MSC 2007-SRR3: Moody's Affirms 'C' Ratings on $130.7MM Securities
-----------------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
MSC 2007-SRR3 due to key transaction parameters performing within
levels commensurate with the existing ratings levels. The rating
action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO
Synthetic) transactions.

Cl. A, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. B, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. C, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. D, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. E, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. F, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. G, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. H, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. J, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on May 6, 2010 Downgraded to
C (sf)

Ratings Rationale

MSC 2007-SRR3 is a static synthetic CRE CDO transaction backed by
a portfolio of commercial mortgage backed reference obligations
(CMBS) (100.0% of the pool balance). As of the February 17, 2012
Trustee report, the aggregate Note balance of the transaction,
including preferred shares, fell to $881.1 million from $937.0
million at issuance.

There are six reference obligations with an original notional
amount of $60 million that have experienced Credit Events via
writedowns. As of the February 17, 2012 Trustee Report, Classes L,
M, N, O, P, Q, R and the Subordinated Notes have experienced full
losses, and Class K has experienced a partial loss. There has been
a corresponding drop in the Total Return Swap account.

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 reference obligations. The bottom-dollar WARF is a measure
of the default probability within a reference obligation pool.
Moody's modeled a bottom-dollar WARF of 7,543 compared to 7,595 at
last review. The distribution of current ratings and credit
estimates is as follows: A1-A3 (9.1% compared to 8.7% at last
review), Baa1-Baa3 (3.4% compared to 8.1% at last review), Ba1-Ba3
(5.1% compared to 0.0% at last review), B1-B3 (3.4% compared to
3.3% at last review), and Caa1-C (79.0% compared to 79.9% at last
review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 4.0
years compared to 5.2 at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral reference obligations in the pool. Moody's modeled
a fixed WARR of 7.1% compared to 11.1% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the reference obligation pool (i.e. the measure of
diversity). Moody's modeled a MAC of 99.9% compared to 99.9% 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.

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. Synthetic notes are particularly sensitive
to changes in ratings assumptions. Holding all other key
parameters static, changing the ratings down one notch or up one
notch would result in average rating movement on the rated
tranches of 0 to 1 notch downward and 0 to 1 notches upward,
respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the extent of the slowdown in growth in the current
macroeconomic environment and commercial real estate property
markets. While commercial real estate property values are
beginning to move in a positive direction, a consistent upward
trend will not be evident until the volume of investment activity
increases, distressed properties are cleared from the pipeline,
and job creation rebounds. The hotel and multifamily sectors
continue to show positive signs and improvements in the office
sector continue with minimal additions to supply. However, office
demand is closely tied to employment, where unemployment remains
above long-term averages and business confidence remains below
long-term averages. Performance in the retail sector has been
mixed with lackluster Holiday sales driven by sales and
promotions. Consumer confidence remains low. Across all property
sectors, the availability of debt capital continues to improve
with increased securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.
Moody's central global macroeconomic scenario reflects: an overall
downward revision of real growth forecasts since last quarter,
amidst ongoing and policy-induced banking sector deleveraging
leading to a tightening of bank lending standards and credit
contraction; financial market turmoil continuing to negatively
impact consumer and business confidence; persistently high
unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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.


MSC 2007-SRR4: Moody's Affirms 'C' Ratings on $32MM Securities
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of all classes
of Notes issued by MSC 2007-SRR4 due to key transaction parameters
performing within levels commensurate with the existing ratings
levels. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation (CRE CDO Synthetic) transactions

Class B Variable Floating Rate Notes Due 2052, Affirmed at C (sf);
previously on May 6, 2010 Downgraded to C (sf)

Class C Variable Floating Rate Notes Due 2052, Affirmed at C (sf);
previously on May 6, 2010 Downgraded to C (sf)

Ratings Rationale

MSC 2007-SRR4 is a static synthetic CRE CDO transaction backed by
a portfolio of commercial mortgage backed reference obligations
(CMBS) (100.0% of the pool balance). As of the February 17, 2012
Trustee report, the aggregate Note balance of the transaction,
including preferred shares, fell to $881.1 million from $937.0
million at issuance.

There are four reference obligations with an original notional
amount of $40 million that have experienced Credit Events via
writedowns. As of the February 17, 2012 Trustee Report, Classes M,
N, O and the Subordinated Notes have experienced full losses, and
Class L has experienced a partial loss. There has been a
corresponding drop in the Total Return Swap account.

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 reference obligations. The bottom-dollar WARF is a measure
of the default probability within a reference obligation pool.
Moody's modeled a bottom-dollar WARF of 8,674 compared to 8,652 at
last review. The distribution of current ratings and credit
estimates is as follows: Baa1-Baa3 (0.0% compared to 3.8% at last
review), Ba1-Ba3 (8.3% compared to 4.3% at last review), B1-B3
(1.1% compared to 0.0% at last review), and Caa1-C (90.6% compared
to 91.8% at last review).

WAL acts to adjust the probability of default of the reference
obligations in the pool for time. Moody's modeled to a WAL of 3.8
years compared to 5.4 at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral reference obligations in the pool. Moody's modeled
a fixed WARR of 1.9% compared to 4.0% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the reference obligation pool (i.e. the measure of
diversity). Moody's modeled a MAC of 0.0% compared to 0.0% at last
review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

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. Synthetic notes are particularly sensitive
to changes in ratings assumptions. Holding all other key
parameters static, changing the ratings down one notch or up one
notch would result in average rating movement on the rated
tranches of 0 to 1 notch downward and 0 to 1 notches upward,
respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the extent of the slowdown in growth in the current
macroeconomic environment and commercial real estate property
markets. While commercial real estate property values are
beginning to move in a positive direction, a consistent upward
trend will not be evident until the volume of investment activity
increases, distressed properties are cleared from the pipeline,
and job creation rebounds. The hotel and multifamily sectors
continue to show positive signs and improvements in the office
sector continue with minimal additions to supply. However, office
demand is closely tied to employment, where unemployment remains
above long-term averages and business confidence remains below
long-term averages. Performance in the retail sector has been
mixed with lackluster Holiday sales driven by sales and
promotions. Consumer confidence remains low. Across all property
sectors, the availability of debt capital continues to improve
with increased securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.
Moody's central global macroeconomic scenario reflects: an overall
downward revision of real growth forecasts since last quarter,
amidst ongoing and policy-induced banking sector deleveraging
leading to a tightening of bank lending standards and credit
contraction; financial market turmoil continuing to negatively
impact consumer and business confidence; persistently high
unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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.


NATIONSLINK FUNDING: S&P Hikes Class H Certificate Rating to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Nationslink Funding Corp.'s series 1998-2, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently, we
affirmed our rating on one other class from the same transaction,"
S&P said

"The raised ratings reflect our analysis of the transaction
including a review of the credit characteristics of the remaining
collateral in the trust, the increased credit enhancement levels
resulting from the deleveraging of the pool, and the liquidity
available to the trust. Our rating actions also considered the
large volume of nondefeased loans with near-term final maturity
dates or anticipated repayment dates (ARDs) through August 2013
(16 loans; $57.8 million, 52.4%)," S&P said.

The rating affirmation reflects subordination and liquidity
support levels that are consistent with the outstanding rating.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.32x and a loan-to-value
(LTV) ratio of 66.5%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.15x
and an LTV ratio of 81.8%. The implied defaults and loss severity
under the 'AAA' scenario were 15.4% and 17.3%. The DSC and LTV
calculations noted above exclude two loans that are cross-
collateralized and cross-defaulted that we determined to be
credit-impaired ($7.2 million, 6.6%) and 12 ($50.8 million, 46.1%)
defeased loans. We separately estimated losses for the credit
impaired loans and included them in our 'AAA' scenario implied
default and loss severity figures," S&P said.

                    TRANSACTION SUMMARY

"As of the Feb. 21, 2012, trustee remittance report, the total
pool balance was $110.2 million, which is 7.0% of the pool balance
at issuance. The pool includes 31 loans, down from 376 loans at
issuance. The master servicer, Midland Loan Services, provided
financial information for 99.7% of the nondefeased loans in the
pool (balance basis), the majority of which was full-year 2010
data (78.3%)," S&P said.

"We calculated a weighted average DSC of 1.31x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.32x and 66.5%. Our adjusted DSC and LTV
figures exclude two cross-collateralized and cross-defaulted loans
that we determined to be credit-impaired ($7.2 million, 6.6%) and
12 ($50.8 million, 46.1%) defeased loans. The credit-impaired loan
group had a consolidated reported DSC of 0.10x as of September
2011. To date, the transaction has experienced $30.3 million in
principal losses in connection with 30 assets. Four loans ($10.3
million, 9.3%) in the pool are on the master servicer's watchlist,
including three loans ($10.1 million, 9.1%) included in the top 10
loan group. Five loans ($10.7 million, 9.7%) have a reported DSC
of less than 1.10x, three of which ($7.5 million, 6.8%) 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 $57.7 million (52.3%). Using servicer-
reported numbers, we calculated a weighted average DSC of 1.30x
for the top 10 loans. Our adjusted DSC and LTV ratio for the top
10 loans were 1.31x and 68.2%. Our adjusted figures exclude the
two loans that are cross-collateralized and cross-defaulted ($7.2
million, 6.6%) that are included in the top 10 loans," S&P said.

"We determined these loans to be credit-impaired. The credit-
impaired loans had a consolidated reported DSC of 0.10x as of
September 2011. Three of the loans included in the top 10 loans
($10.1 million, 9.1%) appear on the master's servicer's
watchlist," S&P said.

"The New Heritage Apartments loan ($2.8 million, 2.6%) is the
fifth-largest loan in the pool and the second-large loan on the
master servicer's watchlist. The loan is secured by a 100-unit
multifamily property in Albany, Ore. The loan is on the master
servicer's watchlist for a low reported DSC, which was 1.03x as of
December 2010," S&P said.

                      CREDIT CONSIDERATIONS

"We determined two loans that are cross-collateralized and cross-
defaulted ($7.2 million, 6.6%, third-largest in pool) to be
credit-impaired due primarily to a combined low reported DSC and
imminent maturity. The loans are secured by two health care
communities in Texas. The consolidated reported DSC was 0.10x as
of September 2011. The crossed loans are scheduled to mature on
Sept. 1, 2012. Because of the aforementioned, we consider these
loans to be at an increased risk of default and loss," S&P said.

"Standard & Poor's stressed the loans in the pool according to its
current criteria. The resultant credit enhancement levels are
consistent with our rating actions," 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/1111488.pdf

RATINGS RAISED

Nationslink Funding Corp.
Commercial mortgage pass-through certificates series 1998-2

               Rating
Class      To           From        Credit enhancement (%)
F          AA+ (sf)     BBB+ (sf)                     58.92
G          A+ (sf)      BBB- (sf)                     48.12
H          BB+ (sf)     B+ (sf)                       19.32

RATING AFFIRMED

Nationslink Funding Corp.
Commercial mortgage pass-through certificates series 1998-2

Class    Rating          Credit enhancement (%)
J        B- (sf)                          12.12


PALISADES CDO: Moody's Cuts Ratings on Four Note Classes to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by Palisades CDO Ltd.:

U.S. $366,000,000 Class A-1A Floating Rate Notes Due July 2039
(current outstanding balance of $147,264,967.40), Downgraded to
Caa3 (sf); previously on October 29, 2009 Downgraded to Caa1 (sf);

U.S. $6,000,000 Class A-1B 4.69% Notes Due July 2039 (current
outstanding balance of $2,414,179.79), Downgraded to Caa3 (sf);
previously on October 29, 2009 Downgraded to Caa1 (sf);

U.S. $78,000,000 Class B-1 Floating Rate Notes Due July 2039,
Downgraded to C (sf); previously on March 20, 2009 Downgraded to
Ca (sf);

U.S. $6,000,000 Class B-2 Floating Rate Notes Due July 2039,
Downgraded to C (sf); previously on March 20, 2009 Downgraded to
Ca (sf);

U.S. $15,000,000 Type III Composite Notes Due July 2039 (current
rated balance of $13,126,203.41), Downgraded to C (sf); previously
on March 20, 2009 Downgraded to Ca (sf);

U.S. $4,800,000 Type IV Composite Notes Due July 2039 (current
rated balance of $2,982,437.53), Downgraded to C (sf); previously
on March 20, 2009 Downgraded to Ca (sf).

Ratings Rationale

According to Moody's, the rating downgrades are the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including an increase in the WARF, an increase in the dollar
amount of defaulted securities and a decrease in the transaction's
overcollateralization ratios. Based on the latest trustee report
dated February 1, 2012, the WARF of the portfolio has increased to
2476 from 1285 since the last rating action in October 2009.
Additionally, the Class A/B and Class C overcollateralization
ratios are reported at 52.4% and 47.5% respectively versus August
2009 levels of 70.9% and 66.7%, respectively.

Palisades CDO Ltd., issued in July 2004, is a collateralized debt
obligation backed primarily by a portfolio of RMBS, CMBS and SF
CDOs originated from 2001 to 2006.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential 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. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are shown in terms
of the number of notches' difference versus the current model
output, where a positive difference corresponds to lower expected
loss, assuming that all other factors are held equal:

Moody's Caa rated assets notched up by 2 rating notches:

Class A-1: 0

Class B: 0

Moody's Caa rated assets notched down by 2 rating notches:

Class A-1: -1

Class B: 0


PNC 2000-C1: Moody's Affirms 'C' Ratings on Two CMBS Classes
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
PNC Mortgage Acceptance Corporation Commercial Mortgage Pass-
Through Certificates, Series 2000-C1 as follows:

Cl. E, Affirmed at Aaa (sf); previously on Apr 28, 2011 Upgraded
to Aaa (sf)

Cl. F, Affirmed at A1 (sf); previously on Jun 30, 2010 Confirmed
at A1 (sf)

Cl. G, Affirmed at B1 (sf); previously on Jun 30, 2010 Downgraded
to B1 (sf)

Cl. H, Affirmed at Ca (sf); previously on Jun 30, 2010 Downgraded
to Ca (sf)

Cl. J, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Jun 30, 2010 Downgraded
to C (sf)

Cl. X, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
28.3% of the current balance. At last review, Moody's cumulative
base expected loss was 36.1%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 11 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 a review
utilizing MOST(R) (Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 28, 2011.

DEAL PERFORMANCE

As of the February 15, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $58.5
million from $801.0 million at securitization. The Certificates
are collateralized by 26 mortgage loans ranging in size from less
than 1% to 19% of the pool, with the top ten loans representing
75% of the pool. Four loans, representing 7% of the pool, have
defeased and are collateralized with U.S. Government securities.

Three loans, representing 10% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Forty loans have been liquidated from the pool, resulting in an
aggregate realized loss of $33.0 million (28% loss severity
overall). Five loans, representing 42% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $14.6 million appraisal reduction for four of the
specially serviced loans. Moody's has estimated an aggregate $14.9
million loss (60% expected loss on average) for the specially
serviced loans.

The top three specially serviced loans represent 42% of the pool.
The largest specially serviced loan is the CSC Office Building
Loan ($10.8 million -- 18.4% of the pool), which is secured by a
140,000 SF office property located in Southfield, Michigan. The
loan transferred to special servicing in January 2010 and became
REO in August 2010. The property was 34% leased as of November
2011.

The second largest specially serviced loan is the Avanex Building
Loan ($4.9 million -- 8.4% of the pool), which is secured by a
54,000 SF office property located in Fremont, California. The loan
transferred to special servicing in January 2010 and became REO in
September 2010. Although the property was 100% leased to two
tenants as of November 2011, one tenant comprising 37% of the net
rentable area planned to vacate in January 2012.

The third largest specially serviced loan is the Saturn
Electronics & Engineering Loan ($4.4 million -- 7.5% of the pool),
which is secured by a 68,000 SF office and industrial warehouse
property located in Auburn Hills, Michigan. The loan transferred
to special servicing in May 2009 and became REO in January 2011.
The property is currently 100% vacant.

Moody's has assumed a high default probability for two poorly
performing loans representing 10% of the pool and has estimated an
aggregate $862 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 80% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 67%
compared to 73% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 27% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 10.4%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.23X and 2.01X, respectively, compared to
1.22X and 1.87X 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 23% of the pool
balance. The largest loan is the Willow Run Business Center II
Loan ($8.3 million -- 14% of the pool), which is secured by a
400,000 square foot (SF) industrial building. The property is 100%
leased to General Motors (Moody's senior unsecured rating Ba1;
positive outlook) through August 2012. The borrower is currently
negotiating a three-year lease renewal with General Motors.
Moody's LTV and stressed DSCR are 100% and 1.14X, respectively,
compared to 112% and 1.01X at last review.

The second largest performing loan is the Hampton Inn Maple Grove
Loan ($3.1 million -- 5.2% of the pool), which is secured by a
120-key limited-service hotel located in Maple Grove, Minnesota.
Occupancy and revenue per available room as of December 2011 were
68% and $68.86, respectively, compared to 52% and $58.91 as of
December 2010. As a result, property performance has improved and
is above the level at securitization. The loan amortizes over a
25-year schedule. Moody's LTV and stressed DSCR are 53% and 2.45X,
respectively, compared to 64% and 2.02X at last review.

The third largest performing loan is the 1506 N. Lee Trevino Loan
($2.0 million -- 3.4% of the pool), which is secured by a 47,000
SF unanchored retail strip center located in El Paso, Texas. The
property was 100% leased as of June 2011 compared to 92% as of
December 2009. Performance has improved due to the decline in
vacancy. Moody's LTV and stressed DSCR are 46% and 2.58%,
respectively, compared to 53% and 2.24X at last review.


PNC 2001-C1: Moody's Affirms 'C' Ratings on Three Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed eight classes of PNC Mortgage Acceptance Corp. Commercial
Mortgage Pass-Through Certificates, Series 2001-C1 as follows:

Cl. E, Upgraded to Aa1 (sf); previously on Oct 23, 2006 Upgraded
to A1 (sf)

Cl. F, Upgraded to A2 (sf); previously on Oct 23, 2006 Upgraded to
A3 (sf)

Cl. G, Affirmed at Baa1 (sf); previously on Oct 23, 2006 Upgraded
to Baa1 (sf)

Cl. H, Affirmed at B1 (sf); previously on May 25, 2011 Downgraded
to B1 (sf)

Cl. J, Affirmed at Caa2 (sf); previously on May 25, 2011
Downgraded to Caa2 (sf)

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

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

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

Cl. X-1, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. X, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

RATINGS RATIONALE

The upgrades are due to the significant increase in subordination
due to loan payoffs and amortization and overall stable pool
performance. The pool has paid down by 92% 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 Moody's current base expected loss,
the credit enhancement levels for the affirmed classes are
sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of
24.0% of the current balance. At last review, Moody's cumulative
base expected loss was 20.5%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 7 compared to 12 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 review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 25, 2011.

DEAL PERFORMANCE

As of the February 13, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $75.0
million from $881.6 million at securitization. The Certificates
are collateralized by 14 mortgage loans ranging in size from less
than 1% to 24% of the pool, with the top ten loans representing
88% of the pool. One loan, representing 6% of the pool, has
defeased and is collateralized with U.S. Government securities.

Two loans, representing 10% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $23.7 million (33% loss severity
overall). Seven loans, representing 4% of the pool, are currently
in special servicing. The master servicer has recognized an
aggregate $2.7 million appraisal reduction for four of the
specially serviced loans. Moody's has estimated an aggregate $16.7
million loss (35% expected loss on average) for the specially
serviced loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $2.99 million affecting
Classes O through J. 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.

Moody's was provided with full year 2010 and partial year 2011
operating results for 83% and 50% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced and troubled loans, Moody's weighted average LTV is 77%
compared to 87% at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 16% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.13X and 1.44X, respectively, compared to
1.11X 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 top three performing loans represent 19% of the pool balance
and are stable compared to last review. The three largest loans in
the pool are all specially serviced and represent 50% of the
current pool balance. The largest loan is the Deer Grove Shopping
Center Loan ($18.0 million -- 24.0% of the pool), which is secured
by a 214,000 square foot (SF) retail center located approximately
30 miles northwest of Chicago in Palatine, Illinois. The property
was 70% leased as of February compared to 80% at last review. The
loan transferred into special servicing in January 2011 due to
maturity default and is currently real estate owned (REO).

The second largest loan is the Radisson Plaza Hotel Loan ($11.8
million -- 15.8% of the pool), which is secured by a 185-key full
service hotel located in San Jose, California. The loan
transferred to special servicing in September 2007 and inis in the
process of foreclosure. A receiver has been in place since
February 2011.

The third largest loan is the Memorex Drive Business Park Loan
($7.7 million -- 10.2% of the pool), which is secured by a 215,902
SF industrial/flex property located in Santa Clara, California.
The property was 60% leased as of March 2012 compared to 89% at
last review. The loan transferred to special servicing in May 2011
due to maturity default. A modification granted a one year
extension.


PRIMUS CLO I: S&P Raises Rating on Class D Notes to BB+; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1-B, A-2, B, C, and D notes from Primus CLO I Ltd., a U.S.
collateralized loan obligation (CLO), and removed the ratings from
CreditWatch, where they were placed with positive implications on
Dec. 20, 2011. "At the same time, we affirmed the 'AAA (sf)'
rating on the class A-1-A note," S&P said.

"The transaction's reinvestment phase ended in January 2012, and
we expect the transaction to start paying down the notes from the
next payment date in a sequential manner as specified in the
transaction documents," S&P said.

"The upgrades reflects improved credit support for the notes since
we last downgraded them in February 2010 following the application
of our September 2009 corporate collateralized debt obligation
(CDO) criteria. We affirmed the rating on the class A-1-A note
based on its current levels of available credit support," S&P
said.

"A decline in the balances of the defaults, deferred interest
assets, and 'current pay' obligations within the collateral pool
was one of the main reasons for the increase in the credit
support. The trustee's February 2012 monthly report has no
defaulted assets, no deferred interest asset and $1.9 million par
of 'current pay' obligations in the transaction's collateral pool.
This compared to $8.4 million par of defaults, $3.7 million of
deferred interest assets, and $13.37 million par of 'current pay'
obligations in the January 2010 monthly report, which we used for
the February 2010 downgrades. Some of the defaulted assets were
sold at prices that were higher than their assumed recovery. All
assets classified under the above categories are subject to a
haircut when calculating the senior overcollateralization (O/C)
ratio and so their decline improved the senior O/C ratio," S&P
said.

"In addition, the transaction documents provide for haircut of the
O/C numerator if assets rated 'CCC+' and below exceed the
specified threshold. Based on the February 2012 monthly report,
there was no excess 'CCC+' reserve requirement and hence no
haircut; the haircut was $4.48 million in the January 2010 monthly
report," S&P said.

As a result of the factors, the senior O/C ratio (measured at the
class B level) increased to 119.41% in February 2012 from 115.37%
in January 2010.

"Standard & Poor's also notes that the transaction no longer
diverts any interest amount towards principal proceeds on account
of loss replenishment. This is a structural provision in the
transaction that diverted available interest cash--before payment
of the class D interest--to offset cumulative principal losses,"
S&P said.

"As a result of our rating actions , the class D rating moved up
by six notches; this is because the obligor concentration
supplemental test (which is part of our criteria for rating
corporate CDO transactions) affected our rating on the class D
notes at the time of our February 2010 downgrades. It did not
affect any of the ratings in 's rating actions," S&P said.

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

            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/1111488.pdf

RATING ACTIONS

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

RATING AFFIRMED

Primus CLO I Ltd.
Class              Rating
A-1-A                AAA (sf)


PRUDENTIAL SECURITIES: Moody's Affirms C Rating on Class N Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of three classes of
Prudential Securities Secured Financing, Commercial Mortgage Pass-
Through Certificates, Series 1999-C2 as follows:

Cl. A-EC, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. A-EC2, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. N, Affirmed at C (sf); previously on May 26, 2010 Downgraded
to C (sf)

Ratings Rationale

The ratings of Classes A-EC, A-EC2 and N are consistent with the
expected credit performance of the pool and thus are affirmed.

Moody's rating action reflects a cumulative base expected loss of
5.7% of the current balance. At last review, Moody's cumulative
base expected loss was 6.4%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The principal methodologies used in this rating were CMBS:
"Moody's Approach to Rating U.S. CMBS Conduit Transactions",
published in September 2000 and "Moody's Approach to Rating CMBS
Large Loan/Single Borrower Transactions" published in July 2000.
Other methodologies used include Moody's Approach to Rating
Structured Finance Interest-Only Securities published on February
22, 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 16 compared to 13 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.1 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated March 17, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $55.7
million from $869.3 million at securitization. The Certificates
are collateralized by 31 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
53% of the pool. Five loans, representing 24% of the pool, have
defeased and are secured by U.S. Government securities. These
loans will begin to mature between July 2012 and December 2013.

There are nine loans on the master servicer's watchlist. The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the CRE Finance Council (CREFC)
monthly reporting package. As part of Moody's ongoing monitoring
of a transaction, Moody's reviews the watchlist to assess which
loans have material issues that could impact performance.

Fourteen loans have been liquidated from the pool, resulting in an
aggregate $15.5 million realized loss (14% loss severity on
average), the same as at last review. Currently there are four
loans in special servicing, representing 12% of the pool. The
largest specially serviced loan is the Hood River Care Center Loan
($3.4 million -- 6.1% of the pool), a 127-bed nursing home located
east of Portland, Oregon in Hood River. The loan was transferred
to special servicing in April 2010 for maturity default. The
loan's maturity date has been modified twice; the new date is in
May 2012. Moody's has estimated an aggregate $2.5 million loss
(37% expected loss on average) for all of the specially serviced
loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 98% and 83% of the performing pool
respectively. Excluding specially serviced loans, Moody's weighted
average LTV is 61% compared to 65% 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 10.2%

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.28X and 2.25X, respectively, compared to 1.37X and
1.97X 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 largest conduit loan is the Desert Star Apartments Loan ($5.95
million - 10.7% of the pool), which is secured by a 437-unit
apartment complex located in Phoenix, Arizona. This loan is
currently on the master servicer's watchlist due to low DSCR. As
December 2010, the property was 75% leased compared to 77% at last
review. The loan has amortized 5% since last review and 32% since
securitization. Moody's LTV and stressed DSCR are 79% and 1.31X,
respectively, compared to 77% and 1.34X at last review.

The second largest loan is the Park Fair Mall Loan ($3.23 million
-- 5.8% of the pool), which is secured by a 200,000 square foot
(SF) grocery-anchored retail property located in Des Moines, IA.
The property was constructed in 1956. Fareway Supermarket Stores
is the largest tenant and leases 16% of the net rentable area
(NRA) through 2024. The loan is on the watch list for low DSCR. As
of December 2011, the property was 70% leased compared to 78% in
December 2010 and 90% at securitization. The loan has amortized
10% since last review and 49% since securitization. Moody's LTV
and stressed DSCR are 58% and 1.95X, respectively, compared to 58%
and 1.85X at last review.

The third largest loan is the Lee Park Plaza Loan ($3.0 million --
5.4% of the pool), which is secured by a 46,000 SF mixed-use
medical office/retail property. As of September 2011, the property
was 100% leased, the same since securitization. The loan has
amortized 4% since last review and 28% since securitization.
Moody's LTV and stressed DSCR are 51% and 2.23X, respectively,
compared to 60% and 1.89X at last review.


PSSF 1999-NRF1: Moody's Affirms C Rating on Class K Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed two classes of Prudential Securities Secured Financing
Corporation, Commercial Mortgage Pass-Through Certificates, Series
1999-NRF1 as follows:

Cl. H, Upgraded to A1 (sf); previously on April 6, 2011 Upgraded
to Ba1 (sf)

Cl. J, Upgraded to B1 (sf); previously on November 4, 2010
Downgraded to Caa2 (sf)

Cl. K, Affirmed at C (sf); previously on November 4, 2010
Downgraded to C (sf)

Cl. A-EC, Affirmed at Caa3 (sf); previously on February 22, 2012
Downgraded to Caa3 (sf)

Ratings Rationale

The upgrades are due primarily to lower expected losses from
specially-serviced loans as well as amortization and near-term
future paydowns.

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

The rating of the IO Class, Class A-EC, is consistent with the
expected credit performance of the pool and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
approximately 13.6% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 19.6%.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

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

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 9 compared to a Herf of 10 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 6, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $23 million
from $929 million at securitization. The Certificates are
collateralized by 12 mortgage loans ranging in size from less than
1% to 16% of the pool, with the top ten loans representing 96% of
the pool. The pool contains no loans with credit estimates and no
defeasance.

Four loans, representing 43% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Twenty-three loans have liquidated from the pool, resulting in an
aggregate realized loss of $30 million (42% average loan loss
severity). Currently, three loans, representing 23% of the pool,
are in special servicing. Moody's has estimated an approximately
$1 million aggregate loss for all of the specially serviced loans.

Moody's has assumed a high default probability for three poorly
performing loans representing 35% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $1.9 million loss
(24% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2010 and partial year 2011
operating results for 100% of the performing pool. Excluding
troubled loans, Moody's weighted average LTV is 52%, compared to
93% at last full review. Moody's net cash flow reflects a weighted
average haircut of 17% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.8%

Excluding troubled loans, Moody's actual and stressed DSCRs are
2.16X and 3.56X, respectively, compared to 1.39X and 1.96X 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 loans represent 44% of the pool. The largest loan is
the Hall Group Industrial Buildings Loan ($4 million -- 16% of the
pool). The loan is secured by a 66,000 square-foot flex property
located in Novi, Michigan, a suburb of Detroit. The property
experienced a slight uptick in occupancy to 72% at year-end 2011
from 67% in June 2010. The boost was a result of a temporary
tenancy which ended in December 2011. Moody's analysis anticipated
a return to the June 2010 occupancy levels following the departure
of the temporary tenant. Further, the property faces elevated
lease rollover risk over the next 18 months, with 65% of the net
rentable area (NRA) expiring by the end of Q3 2013. The loan is on
the master servicer's watchlist and Moody's considers this a
troubled loan. Moody's current LTV and stressed DSCR are 140% and
0.81X, respectively, compared to 144% and 0.79X at last review.

The second largest loan is the Eagles Run Apartments Loan ($4
million -- 16% of the pool). The loan is secured by a 204-unit,
1970's-era multifamily property in the Gresham Park section of
Atlanta, Georgia. Occupancy at the property has dropped from 67%
in September 2010 to 61% at year-end 2011. Average rental rates at
the property have also seen a decline over the same period. The
loan is on the master servicer's watchlist due to low occupancy
and DSCR. Moody's considers this a troubled loan. Moody's current
LTV and stressed DSCR are 129% and 0.8X, respectively, compared to
114% and 0.9X at last review.

The third largest loan is the Pittsford Place Mall Loan ($3
million -- 12% of the pool). The loan is secured by a 157,000
square-foot retail center located in Pittsford, New York, eight
miles southeast of Rochester. The tenants include M&T Bank
Corporation (Moody's senior unsecured rating A3, stable outlook),
Sylvan Learning and a mix of local retailers. Occupancy was 76% as
of September 2011, the same as at Moody's last review. Moody's
current LTV and stressed DSCR are 50% and, 2.2X respectively,
compared to 47% and 2.3X at last review.


RACE POINT V: S&P Affirms 'BB' Rating on $17MM Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Race
Point V CLO Ltd./Race Point V CLO Corp.'s $362 million floating-
rate notes following the transaction's effective date as of Jan.
18, 2012.

"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 said.

"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 said.

"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," S&P said.

"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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATINGS AFFIRMED
Race Point V CLO Ltd./Race Point V CLO Corp.

Class                Rating      Amount (mil. $)
A                    AAA (sf)             251.00
B                    AA (sf)               47.00
C (deferrable)       A (sf)                28.00
D (deferrable)       BBB (sf)              19.00
E (deferrable)       BB (sf)               17.00
Subordinated notes   NR                    43.00

NR - Not rated.


REPACS TRUST I: Moody's Cuts Rating on US$785MM Debt Units
----------------------------------------------------------
Moody's Investors Service announced the following rating action on
REPACS Trust Series Bayshore I, a collateralized debt obligation
transaction (the " Collateralized Synthetic Obligation" or "CSO").
REPACS Trust Series Bayshore I references a portfolio of
structured finance assets and six collateralized debt obligations,
each referencing a portfolio of corporate senior unsecured bonds.

U.S. $35,000,000 Class A Debt Unit, Downgraded to Caa1 (sf);
previously on August 17, 2011 Upgraded to B1 (sf)

U.S. $750,000 Class B Debt Unit, Downgraded to Caa2 (sf);
previously on August 17, 2011 Upgraded to B2 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the CSOs are
primarily the result of the December 19, 2011 rating actions on
MBIA Inc. and MBIA Insurance Corporation. While MBIA Insurance
Corporation, the GIC collateral provider to the CSO, has executed
under Article 4 of the Investment Agreement the posting of
collateral, Moody's notes the uncertainty of the full and timely
return of the collateral given an Event of Default of MBIA
Insurance Corporation. Moody's has also taken into consideration
potential payments due to the swap counterparty in the event of an
early termination of the swap arising from an Event of Default of
MBIA Insurance Corporation.

Moody's notes that the credit quality of the CSO has improved
since the last rating action. Since inception, 61.1% of the
original portfolio have amortized. The effective attachments for
the Class A and Class B Notes are 12.1% and 9.2%, respectively.
There have been no additional credit events since the last rating
action.

The CSO has a remaining life of 2.7 years.

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

Moody's analysis for this transaction is based on CDOROM v2.8.

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:

* Moody's reviews a scenario consisting of reducing the maturity
of the CSO by six months, keeping all other things equal. The
result of this run is one notch higher for the Class A Notes and
two notches higher for the Class B Notes than in the base case.

* 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 one notch lower than the base
case for both Class A and Class B Notes.

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 Moody's 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
developments.


RFMSI 2003-S12: S&P Lowers Rating on Class B-1 Securities to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from RFMSI Series 2003-S12 Trust. "Additionally, we
affirmed our ratings on 14 classes from the same transaction," S&P
said.

"The downgrades reflect our belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses we applied at the previous rating stresses,"
S&P said.

"The affirmations reflect our belief that the amount of projected
credit enhancement available for these classes is sufficient to
cover projected losses associated with these rating levels," S&P
said.

"In order to maintain a 'B' rating on a class from a prime jumbo
transaction, we assessed whether, in our view, a class could
absorb the remaining base-case loss assumptions we used in our
analysis. In order to maintain a rating higher than 'B', we
assessed whether the class could withstand losses exceeding our
remaining base-case loss assumptions at a percentage specific to
each rating category, up to 235% for a 'AAA' rating. For example,
in general, we would assess whether one class could withstand
approximately 127% of our remaining base-case loss assumptions to
maintain a 'BB' rating, while we would assess whether a different
class could withstand approximately 154% of our remaining base-
case loss assumptions to maintain a 'BBB' rating. Each class with
an affirmed 'AAA' rating can, in our view, withstand approximately
235% of our remaining base-case loss assumptions under our
analysis," S&P said.

For additional structure-level information regarding delinquencies
and cumulative losses for these transactions through the February
2012 remittance period please see:

Losses And Delinquencies*

RFMSI
          Original  Pool    Cum.    Total          Severe
          balance   factor  losses  delinquencies  delinq
Series   (mil. $)   (%)     (%)    (%)            (%)
2003-S12  1,442      3.67    0.08   3.73           0.65

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

Subordination provides credit support for this transaction.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

RFMSI Series 2003-S12 Trust
Series      2003-S12
                               Rating
Class      CUSIP       To                   From
B-1        76111J5Q3   B+ (sf)              A (sf)
B-2        76111J5R1   CC (sf)              CCC (sf)

RATINGS AFFIRMED

RFMSI Series 2003-S12 Trust
Series      2003-S12
Class      CUSIP       Rating
1-A-1      76111J4H4   AAA (sf)
1-A-2      76111J4J0   AAA (sf)
2-A-1      76111J4M3   AAA (sf)
2-A-2      76111J4N1   AAA (sf)
3-A-1      76111J4R2   AAA (sf)
3-A-2      76111J4S0   AAA (sf)
4-A-7      76111J5B6   AAA (sf)
4-A-10     76111J5E0   AAA (sf)
A-P        76111J5F7   AAA (sf)
A-X-1      76111J5G5   AAA (sf)
A-X-2      76111J5H3   AAA (sf)
M-1        76111J5M2   AAA (sf)
M-2        76111J5N0   AAA (sf)
M-3        76111J5P5   AA (sf)


SANTANDER DRIVE 2012-2: S&P Gives 'BB+' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Santander Drive Auto Receivables Trust 2012-2's $1,307.14 million
automobile receivables-backed notes series 2012-2.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The ratings reflect S&P's view of:

* "The availability of 49.96%, 43.90%, 35.55%, 29.79%, and 25.52%
   of credit support for the class A, B, C, D, and E notes based
   on stress cash flow scenarios (including excess spread), which
   provide coverage of more than 3.5x, 3.0x, 2.3x, 1.75x, and 1.6x
   our 12.00%-13.50% expected cumulative net loss," S&P said.

* The timely interest and principal payments made under stress
   cash flow modeling scenarios appropriate to the assigned
   ratings.

* "Our expectation that under a moderate ('BBB') stress scenario,
   all else being equal, our ratings on the class A, B, and C
   notes will remain within one rating category of the assigned
   ratings during the first year, and our ratings on the class D,
   and E notes will remain within two rating categories of the
   assigned ratings, which is within the outer bounds of our
   credit stability criteria," S&P said.

* The originator/servicer's history in the subprime/specialty
   auto finance business.

* "Our analysis of six years of static pool data on Santander
   Consumer USA Inc.'s (SCUSA's) lending programs," S&P said.

* The transaction's payment/credit enhancement and legal
   structures.

"Since we assigned our preliminary ratings, the issuer has upsized
the transaction, which now has higher credit support from higher
excess spread levels. Despite the higher credit support, our
ratings remain unchanged from the preliminary ratings we assigned
because SCUSA originated a significant amount of the additional
collateral in the pool in first-quarter 2012 and fourth-quarter
2011. This recently originated collateral has both lower weighted
average internal credit scores and FICO scores than the weighted
average scores for the pool, and the weighted average annual
percentage rates are higher, which we believe indicates higher
risk. In addition, the recently originated collateral will likely
have more back-ended losses compared to the rest of the pool,
which is more seasoned. Also, the more seasoned collateral will
amortize by the time class B starts receiving principal payments
so classes B through E will be reliant primarily on the recently
originated collateral for principal payments," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Santander Drive Auto Receivables Trust 2012-2

Class   Rating     Type          Interest         Amount
                                 rate           (mil. $)
A-1     A-1+ (sf)  Senior        Fixed            247.10
A-2     AAA (sf)   Senior        Fixed            450.00
A-3     AAA (sf)   Senior        Fixed            131.46
B       AA (sf)    Subordinate   Fixed            135.72
C       A (sf)     Subordinate   Fixed            171.43
D       BBB (sf)   Subordinate   Fixed            114.29
E       BB+ (sf)   Subordinate   Fixed             57.14


SAYBROOK POINT: Moody's Upgrades Rating on US$252MM Notes to 'B3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by Saybrook Point CBO, Limited:

US$252,000,000 Class A Floating Rate Senior Secured Notes Due 2036
(current outstanding balance of $17,612,072.14), Upgraded to Ba3
(sf); previously on March 24, 2009 Downgraded to B3 (sf).

Ratings Rationale

According to Moody's, the rating action taken on the notes is
primarily a result of de-leveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in March 2009. Moody's notes that the Class A
Notes have been paid down by approximately 71% or $43.2 million
since the last rating action. Based on the latest trustee report
dated February 16, 2012, the Class A/B overcollateralization ratio
is reported at 102.43% versus February 2009 level of 95.44%. The
February 2012 ratio does not take into consideration the pay down
that has occurred on the February 2012 Payment Date.

Saybrook Point CBO, Limited, issued in February 2001, is a
collateral debt obligation backed by a portfolio of ABS, MBS, CMBS
and CDOs originated from 1999 to 2006.

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

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in growth
in the current macroeconomic environment and the commercial and
residential 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. Among the uncertainties in the residential
real estate property market are those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rate and interest
rates.

Moody's rating action today factors in a number of sensitivity
analyses and stress scenarios, discussed below. Results are shown
in terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss, assuming that all other factors are held equal:

Moody's Caa rated assets notched up by 2 rating notches:

Class A: 0

Moody's Caa rated assets notched down by 2 rating notches:

Class A: +1


SBM7 2000-C3: Moody's Affirms C Ratings on 3 Certificate Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
Salomon Brothers Commercial Mortgage Trust 2000-C3, Commercial
Mortgage Pass-Through Certificates, Series 2000-C3 as follows:

Cl. E, Affirmed at Aa1 (sf); previously on Sep 16, 2010 Upgraded
to Aa1 (sf)

Cl. F, Affirmed at A3 (sf); previously on Sep 16, 2010 Confirmed
at A3 (sf)

Cl. G, Affirmed at B1 (sf); previously on May 12, 2011 Downgraded
to B1 (sf)

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

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

Cl. L, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. X, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

RATINGS RATIONALE

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

Moody's rating action reflects a cumulative base expected loss of
44.9% of the current balance. At last review, Moody's cumulative
base expected loss was 43.6%. Moody's provides a current list of
base expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005,
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000, and "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
underlying rating of the loan which corresponds to a range of
credit enhancement levels. Actual fusion credit enhancement levels
are selected based on loan level diversity, pool leverage and
other concentrations and correlations within the pool. Negative
pooling, or adding credit enhancement at the underlying rating
level, is incorporated for loans with similar credit estimates in
the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 6 compared to 7 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 review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated May 12, 2011.

DEAL PERFORMANCE

As of the February 21, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 91% to $86.2
million from $914.7 million at securitization. The Certificates
are collateralized by 15 mortgage loans ranging in size from less
than 1% to 24% of the pool, with the top ten loans representing
97% of the pool. One loan, representing less than 1% of the pool,
has defeased and is collateralized with U.S. Government
securities.

Three loans, representing 21% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Thirty-four loans have been liquidated from the pool, resulting in
an aggregate realized loss of $25.4 million (18% loss severity
overall). Six loans, representing 74% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Jorie Plaza Loan ($20.1 million -- 23% of the pool), which is
secured by two office buildings located in Oak Brook, Illinois.
The loan was transferred to special servicing in September 2008
due to imminent default and is currently real estate owned (REO).
The property was 42% leased as of February 2012. The second
largest specially serviced loan is the Westland Meadows Loan
($19.8 million -- 22.9% of the pool), which is secured by a
manufactured housing property located in Westland, Michigan. The
loan was transferred to special servicing in August 2009 due to
imminent default and is currently REO. The property was 93%
occupied as of August 2011. The third largest specially serviced
loan is the Granite State Marketplace Loan ($16.3 million total --
18.9% of the pool), which is secured by a grocery-anchored retail
property located in Hooksett, New Hampshire. The loan was
transferred into special servicing in September 2008 due to
maturity default. The loan has been modified into a $13.0 million
A note and $3.3 million B note. The property was 80% leased as of
December 2011 and the loan has been performing under the
modification. The master servicer has recognized an aggregate
$36.0 million appraisal reduction for three of the specially
serviced loans. Moody's has estimated an aggregate $36.9 million
loss (73% expected loss on average) for the specially serviced
loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $5.5 million affecting
Classes P through H. 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 master servicer has made
a determination of non-recoverability for the Wakefield Forest
Apartments Loan ($3.9 million) and is no longer advancing for this
loan.

Moody's was provided with full year 2010 and partial year 2011
operating results for 100% and 88% of the pool's non-defeased and
non-specially serviced loans, respectively. Excluding specially
serviced loans, Moody's weighted average LTV is 89% compared to
77% at Moody's prior review. Moody's net cash flow reflects a
weighted average haircut of 18% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 10.0%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.10X and 1.34X, respectively, compared to 1.21X and
1.68X 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 performing conduit loan is the Seatac Village Shopping
Center Loan ($13.3 million -- 15.5% of the pool), which is secured
by a 164,326 square foot retail center located in Federal Way,
Washington. Major tenants include T.J. Maxx, DSW, and Big 5
Sporting Goods. The center was 73% leased as of December 2011,
essentially the same as last review. The loan had an anticipated
payment date (ARD) of September 1, 2009. Moody's LTV and stressed
DSCR are 92% and 1.18X, respectively, compared to 94% and 1.16X at
last full review.


OCEAN TRAILS I: S&P Raises Rating on Class D Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and D notes from Ocean Trails CLO I, a U.S. collateralized
loan obligation (CLO) transaction managed by West Gate Horizons
Advisors LLC. "At the same time, we affirmed our ratings on the
class A-2, B, C, and ComboNote1 notes. In addition, we removed our
ratings on the class A-1, A-2, B, C, and D notes from CreditWatch,
where we had placed them with positive implications on Dec. 20,
2011," S&P said.

"The upgrades mainly reflect a slight improvement in the
performance of the transaction's underlying asset portfolio since
March 2010, when we downgraded all of the notes following the
application of our September 2009 corporate collateralized debt
obligation (CDO) criteria. As of the February 2012 trustee report,
the transaction had $4.49 million of defaulted assets. This was
down from $12.93 million noted in the November 2009 trustee
report, which we referenced for our March 2010 rating actions.
Furthermore, assets from obligors rated in the 'CCC' category were
reported at $9.82 million in February 2012, compared with $29.11
million in November 2009," S&P said.

The transaction has further benefited from an increase in the
overcollateralization (O/C) available to support the rated notes.
The trustee reported the O/C ratios in the February 2012 monthly
report:

* The class A O/C ratio was 119.13%, compared with a reported
   ratio of 117.93% in November 2009;

* The class B O/C ratio was 112.46%, compared with a reported
   ratio of 111.32% in November 2009;

* The class C O/C ratio was 107.61%, compared with a reported
   ratio of 106.53% in November 2009; and

* The class D O/C ratio was 103.17%, compared with a reported
   ratio of 102.13% in November 2009.

"We affirmed our ratings on the class A-2, B, C, and ComboNote1
notes to reflect the availability of credit support at the current
rating levels," S&P said.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Ocean Trails CLO I
                   Rating
Class         To           From
A-1           AA+ (sf)     AA (sf)/Watch Pos
A-2           A+ (sf)      A+ (sf)/Watch Pos
B             BBB+ (sf)    BBB+ (sf)/Watch Pos
C             BB+ (sf)     BB+ (sf)/Watch Pos
D             B+ (sf)      CCC+ (sf)/Watch Pos

RATING AFFIRMED

Ocean Trails CLO I
Class                Rating
ComboNote1           BB+ (sf)

TRANSACTION INFORMATION
Issuer:             Ocean Trails CLO I
Co-issuer:          Ocean Trails CLO I LLC
Collateral manager: West Gate Horizons Advisors LLC
Underwriter:        UBS AG
Trustee:            The Bank of New York Mellon
Transaction type:   Cash flow CDO


OCEAN TRAILS II: S&P Raises Rating on Class D Notes to 'B+(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of notes from Ocean Trails CLO II. "At the same time, we
removed the ratings from CreditWatch with positive implications,
where we had placed them on Dec. 20, 2011," S&P said.

"The transaction is a collateralized loan obligation backed by
corporate loans and is currently in its reinvestment period, which
will continue until July 2014. West Gate Horizons Advisors LLC
manages the transaction. The class A-1 (voting) and A-1
(nonvoting) notes are identical in terms of payment priority
and credit support so we rate the classes equally. Previously, the
class A-1 notes assigned their voting rights to another party,
which created the second class of notes," S&P said.

"We noted a significant decrease in the amount of defaulted
obligations and 'CCC' rated obligations since our December 2009
rating action. As a result, the class A, B, C, and D
overcollateralization (O/C) ratios have increased. The upgrades
reflect the improved credit quality of the transaction's
underlying asset portfolio, which has benefited the rated notes,"
S&P said.

"The rating on the class D note was constrained by the application
of the largest obligor default test, a supplemental stress test we
introduced as part of our 2009 corporate collateralized debt
obligation criteria update," S&P said.

"Standard & Poor's will continue to review whether, in our view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them and take rating
actions as we deem necessary," S&P 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS
Ocean Trails CLO II
                      Rating
Class             To          From
A-1 (voting)      AA+ (sf)    AA- (sf)/Watch Pos
A-1 (nonvoting)   AA+ (sf)    AA- (sf)/Watch Pos
A-2               AA (sf)     A+ (sf)/Watch Pos
A-3               A+ (sf)     A (sf)/Watch Pos
B                 BBB+ (sf)   BBB- (sf)/Watch Pos
C                 BB+ (sf)    BB (sf)/Watch Pos
D                 B+ (sf)     B (sf)/Watch Pos


OCTAGON INVESTMENT XII: Moody's Rates $18MM Class E Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
notes issued by Octagon Investment Partners XII, Ltd.:

U.S. $223,000,000 Class A Senior Secured Floating Rate Notes due
2023, Assigned Aaa (sf),

U.S. $18,000,000 Class E Secured Deferrable Floating Rate Notes
due 2023, Assigned Ba3 (sf).

Ratings Rationale

Moody's ratings of the Class A Notes and the Class E Notes address
the expected losses posed to noteholders. The 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.

Octagon XII is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first-lien senior
secured corporate loans. At least 90% of the portfolio must be
invested in senior secured loans or eligible investments and up to
10% of the portfolio may consist of second-lien loans, senior
unsecured loans, senior secured notes and bonds. The underlying
collateral pool is required to be at least 50% ramped up as of the
closing date.

Octagon Credit Investors, LLC, an affiliate of CCMP Capital
Advisors, LLC., 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,
purchases are permitted using principal proceeds from unscheduled
principal payments and sales of credit risk obligations, and are
subject to certain restrictions.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to pay
down the notes in order of seniority.

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

Par amount: $350,000,000

Diversity of 55

WARF of 2500

Weighted Average Spread of 3.75%

Weighted Average Coupon of 6.50%

Weighted Average Recovery Rate of 44.9%

Weighted Average Life of 7.5 years.

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis which was an
important component in determining the ratings assigned to the
Class A Notes and the Class E 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 and the Class E 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% (2875)

Class A Notes: 0

Class E Notes: -1

Moody's WARF +30% (3250)

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, available on
www.moodys.com.

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

The principal methodology used in assigning the ratings to the
Class A Notes and the Class E Notes was "Moody's Approach to
Rating Collateralized Loan Obligations," published in June 2011.


OCTAGON INVESTMENT XII: S&P Rates $18MM Class E Notes 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Octagon
Investment Partners XII Ltd./Octagon Investment Partners XII LLC's
$321.00 floating- and fixed-rate notes.

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

The ratings reflect S&P's view 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
   (excluding 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.

* 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 0.3439%-12.5332%," S&P said.

* "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," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Octagon Investment Partners XII Ltd./Octagon Investment Partners
XII LLC

Class                       Rating            Amount
                                            (mil. $)
A                           AAA (sf)         223.000
B-1                         AA (sf)           22.000
B-2                         AA (sf)           22.000
C                           A (sf)            18.500
D                           BBB (sf)          17.500
E                           BB- (sf)          18.000
F and subordinated notes    NR                37.200

NR - Not rated.


WACHOVIA BANK 2003-C5: S&P Affirms 'B-' Class O Certificate Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C5, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
"Concurrently, we affirmed our ratings on 11 other classes from
the same transaction," S&P said.

"Our rating actions follow our analysis of the transaction, which
included a review of the credit characteristics of the collateral
remaining in the pool, the deal structure, and the liquidity
available to the trust. The upgrades reflect increased credit
enhancement levels. Our rating actions considered the large volume
of nondefeased and nonspecially serviced loans with near-term
final maturity dates or anticipated repayment dates (ARDs) through
December 2013 (98 loans; $667.3 million, 84.9%)," S&P said.

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

"Using servicer-provided financial information, we calculated an
adjusted DSC of 1.73x and a loan-to-value (LTV) ratio of 79.3%. We
further stressed the loans' cash flows under our 'AAA' scenario to
yield a weighted average DSC of 1.31x and an LTV ratio of 100.2%.
The implied defaults and loss severity under the 'AAA' scenario
were 36.7% and 20.3%. The DSC and LTV calculations exclude one
($2.7 million, 0.3%) asset that is with the special servicer and
18 defeased loans ($86.0 million, 10.9%). We separately estimated
losses for the specially serviced asset and included it in our
'AAA' scenario implied default and loss severity figures," S&P
said.

                     TRANSACTION SUMMARY

"As of the March 15, 2012, trustee remittance report, the
collateral pool had an aggregate trust balance of $786.2 million,
down from $1.20 billion at issuance. The pool comprised 125 loans
and one REO asset, down from 152 loans at issuance. The master
servicer, Wells Fargo Commercial Mortgage Servicing (Wells Fargo),
provided financial information for 98.3% of the nondefeased loans
in the pool (by balance), most of which reflected data for full-
year 2010, interim 2011, or full-year 2011," S&P said.

"We calculated a weighted average DSC of 1.51x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV were 1.73x and 79.3%. Our adjusted figures reflect our
examination of more recent reporting information for several loans
and exclude the one asset ($2.7 million, 0.3%) that is with the
special servicer and 18 defeased loans ($86.0 million, 10.9%). We
separately estimated a loss for the specially serviced asset and
included it in our 'AAA' scenario implied default and loss
severity figures. To date, the transaction has experienced $7.4
million in principal losses from three assets. Twenty-five loans
($195.7 million, 24.9%) in the pool are on the master servicer's
watchlist, including four of the top 10 loans. Twenty-two loans
($168.6 million, 21.4%) have a reported DSC of less than 1.10x, 13
of which ($77.0 million, 9.8%) have a reported DSC of less than
1.00x," S&P said.

           SUMMARY OF TOP 10 LOANS SECURED BY REAL ESTATE

"As of the March 15, 2012, trustee remittance report, the top 10
loans secured by real estate had an aggregate outstanding pooled
balance of $252.8 million (32.2%). Using servicer-reported
numbers, we calculated a weighted average DSC of 1.57x for the top
10 loans. Our adjusted DSC and LTV were 1.80x and 76.1%, , for the
top 10 loans. The aforementioned DSC and LTV calculations reflect
our examination of more recent reporting information for several
loans. Four ($101.1 million, 12.9%) of the top 10 loans appear on
the master servicer's watchlist," S&P said.

"The One South Broad Street loan ($39.3 million, 5.0%) is the
second-largest loan in the pool and is secured by a 464,420-sq.-
ft. class B office property in the Philadelphia business district.
The loan is on Wells Fargo's watchlist due to a low reported DSC,
which was 0.64x for the nine months ended Sept. 30, 2011. The
reported occupancy was 73.5%; however, the master servicer
indicated that the borrower is currently in lease negotiations
with two prospective tenants for roughly 35,000 sq. ft. of vacant
space," S&P said.

"The Irongate Apartments loan ($24.6 million, 3.1%) is the fourth-
largest loan in the pool and is secured by a 280-unit in
Sacramento, Calif., and built in 2002. The loan is on Wells
Fargo's watchlist due to a low reported DSC, which was 1.05x as of
year end 2011. Occupancy was 97.5%, according to the Dec. 31,
2011, rent roll," S&P said.

"The 16 West 61st Street loan ($21.7 million, 2.8%) is the fifth-
largest loan in the pool and is secured by an 112,080-sq.-ft.
class B office property in New York City and built in 1924. The
loan is on Wells Fargo's watchlist due to the impending lease
expiration of a major tenant on April 30, 2012. According to the
master servicer, the borrower is currently negotiating a lease
renewal with the current tenant. The DSC was 2.63x for the 12
months ended Dec. 31, 2011, and occupancy was 100.0% based on the
January 2012 rent roll," S&P said.

"The Village on the Hill loan ($15.6 million, 2.0%) is the eighth-
largest loan in the pool and is secured by a 184-unit multifamily
property in Framingham, Ma., and built in 1968. The loan is on
Wells Fargo's watchlist due to a low DSC. The DSC was 1.04x for
the nine months ended Sept. 30, 2011, and occupancy was 95.1%
based on the December 2011 rent roll," S&P said.

                       CREDIT CONSIDERATIONS

"As of the March 15, 2012, trustee remittance report, the Shockoe
Place asset ($2.7 million, 0.3%) was the sole asset with the
special servicer, CWCapital Asset Management LLC (CWCapital). The
reported payment status of the asset is real estate owned (REO).
The asset is a 46-unit multifamily property in Richmond, Va.,
built in 1853. The loan was transferred to the special servicer
on July 16, 2009, and became REO on May 21, 2010. An appraisal
reduction amount (ARA) of $215,410 is in effect against this
asset. We expect a minimal loss upon the resolution of this
asset," S&P said.

Standard & Poor's stressed the pool collateral according to its
criteria. The resultant credit enhancement levels are consistent
with our raised and affirmed ratings.

            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/1111488.pdf

RATINGS RAISED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C5
             Rating
Class     To          From         Credit enhancement (%)
C         AAA(sf)     AA+(sf)        21.79
D         AA+(sf)     AA (sf)        17.78
E         AA (sf)     AA-(sf)        16.44
F         A+ (sf)     A  (sf)        14.34
G         A- (sf)     BBB+(sf)       11.86

RATINGS AFFIRMED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C5

Class     Rating    Credit enhancement (%)
A-2       AAA (sf)                   28.85
A-1A      AAA (sf)                   28.85
B         AAA (sf)                   23.70
H         BBB(sf)                     9.38
J         BB+ (sf)                    6.51
K         BB  (sf)                    4.98
L         BB- (sf)                    4.22
M         B+  (sf)                    3.46
N         B   (sf)                    2.69
O         B-  (sf)                    2.12
X-C       AAA (sf)                    N/A

N/A-Not applicable.


WACHOVIA BANK 2005: Moody's Affirms Caa2 Ratings on 3 CMBS Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of three classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-WHALE 6. Moody's rating action
is as follows:

Cl. X-1B, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. X-2, Affirmed at Caa2 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Cl. K, Affirmed at Caa2 (sf); previously on Jul 14, 2010
Downgraded to Caa2 (sf)

Ratings Rationale

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 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 extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster Holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

The methodologies used in this rating were "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000, and "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.2. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and
Remittance Statements. On a periodic basis, Moody's also performs
a full transaction review that involves a rating committee and a
press release. Moody's prior transaction review is summarized in a
press release dated May 11, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has remained at $18 million, same as
last review. The one remaining loan in the pool was transferred to
special servicing on May 25, 2010 due to imminent default but
remains current. The final maturity date was July 9, 2010. The
loan is currently in its second forbearance period through July 9,
2012.

The pooling and servicing agreement for the transaction prohibits
loans being extended beyond the date which is five years prior to
the Rated Final Distribution Date (in October 2017). Moody's does
not believe that the sponsor will be able to refinance the loan
prior to October 2012. The special servicer (NS Servicing II,
LLC.) has been in discussions with the sponsor and is evaluating
options.

There are no outstanding interest shortfalls but there is
cumulative loss of $3,750 affecting Class K.

Moody's trust loan to value (LTV) ratio is 109% compared to 104%
at last review. Moody's stressed debt service coverage ratio
(DSCR) for the trust is at 1.02X compared to 1.04X at last review.

The 230 Peachtree Loan ($18 million - 100% of the trust balance)
is secured by a 414,768 square foot Class A/B office building
located in downtown Atlanta, GA. The building was completed in
1965 and renovated in 1997. The collateral consist of office,
ground floor retail and below grade parking. The $28 million
mortgage loan includes a $10 million non-trust junior component.
The loan sponsor is Southcoast Capital Management Corporation.

The property's net cash flow (NCF) for 2011 was approximately $1.8
million down from $1.9 million in 2010. According to the rent roll
dated December 31, 2011, the building is 61% leased. Moody's NCF
is $1.7 million, same as last review. An updated appraisal dated
February 20, 2012 valued the property at $16.7 million, down
significantly from $24.4 million value appraised as of September
30, 2010, reflecting stressed Atlanta office market conditions and
pending large lease rollovers at the property. Moody's credit
estimate is Caa2, the same as last review.


WACHOVIA BANK 2006-C23: Moody's Cuts Ratings on 2 CMBS Class to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 17 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-
C23 as follows:

Cl. A-PB, Affirmed at Aaa (sf); previously on Mar 13, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 13, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-5, Affirmed at Aaa (sf); previously on Mar 13, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Mar 13, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Affirmed at Aaa (sf); previously on Jul 8, 2010 Confirmed
at Aaa (sf)

Cl. A-J, Affirmed at A2 (sf); previously on Jul 8, 2010 Downgraded
to A2 (sf)

Cl. B, Affirmed at A3 (sf); previously on Jul 8, 2010 Downgraded
to A3 (sf)

Cl. C, Affirmed at Baa1 (sf); previously on Jul 8, 2010 Downgraded
to Baa1 (sf)

Cl. D, Affirmed at Baa2 (sf); previously on Jul 8, 2010 Downgraded
to Baa2 (sf)

Cl. E, Affirmed at Baa3 (sf); previously on Jul 8, 2010 Downgraded
to Baa3 (sf)

Cl. F, Affirmed at Ba1 (sf); previously on Jul 8, 2010 Downgraded
to Ba1 (sf)

Cl. G, Downgraded to Ba3 (sf); previously on Jul 8, 2010
Downgraded to Ba2 (sf)

Cl. H, Downgraded to B3 (sf); previously on Jul 8, 2010 Downgraded
to B2 (sf)

Cl. J, Downgraded to Caa2 (sf); previously on Jul 8, 2010
Downgraded to Caa1 (sf)

Cl. K, Downgraded to Ca (sf); previously on Jul 8, 2010 Downgraded
to Caa3 (sf)

Cl. L, Downgraded to C (sf); previously on Jul 8, 2010 Downgraded
to Ca (sf)

Cl. M, Downgraded to C (sf); previously on Jul 8, 2010 Downgraded
to Ca (sf)

Cl. N, Affirmed at C (sf); previously on Jul 8, 2010 Downgraded to
C (sf)

Cl. O, Affirmed at C (sf); previously on Jul 8, 2010 Downgraded to
C (sf)

Cl. P, Affirmed at C (sf); previously on Jul 8, 2010 Downgraded to
C (sf)

Cl. Q, Affirmed at C (sf); previously on Jul 8, 2010 Downgraded to
C (sf)

Cl. X-P, Affirmed at Aaa (sf); previously on Mar 13, 2006
Definitive Rating Assigned Aaa (sf)

Cl. X-C, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
6.5% of the current balance. At last review, Moody's cumulative
base expected loss was 5.9%. Realized losses have increased from
0.7% of the original balance to 1.1% since the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.
Depending on the timing of loan payoffs and the severity and
timing of losses from specially serviced loans, the credit
enhancement level for investment grade classes could decline below
the current levels. If future performance materially declines, the
expected level of credit enhancement and the priority in the cash
flow waterfall may be insufficient for the current ratings of
these classes.

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

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
commercial real estate property markets. While commercial real
estate property values are beginning to move in a positive
direction, a consistent upward trend will not be evident until the
volume of investment activity increases, distressed properties are
cleared from the pipeline, and job creation rebounds. The hotel
and multifamily sectors continue to show positive signs and
improvements in the office sector continue with minimal additions
to supply. However, office demand is closely tied to employment,
where unemployment remains above long-term averages and business
confidence remains below long-term averages. Performance in the
retail sector has been mixed with lackluster holiday sales driven
by sales and promotions. Consumer confidence remains low. Across
all property sectors, the availability of debt capital continues
to improve with increased securitization activity of commercial
real estate loans supported by a monetary policy of low interest
rates. Moody's central global macroeconomic scenario reflects: an
overall downward revision of real growth forecasts since last
quarter, amidst ongoing and policy-induced banking sector
deleveraging leading to a tightening of bank lending standards and
credit contraction; financial market turmoil continuing to
negatively impact consumer and business confidence; persistently
high unemployment levels; and weak housing markets resulting in a
further slowdown in growth.

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 Structured Finance Interest-Only
Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,
which uses the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology. The calculator
then returns a calculated IO rating based on both a target and
mid-point . For example, a target rating basis for a Baa3 (sf)
rating is a 610 rating factor. The midpoint rating basis for a
Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)
rating factor of 610 and a Ba1 (sf) rating factor of 940). If the
calculated IO rating factor is 700, the CMBS IO calculator ver1.0
would provide both a Baa3 (sf) and Ba1 (sf) IO indication for
consideration by the rating committee.

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 52 compared to 54 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 a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated April 12, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 14% to $3.64
billion from $4.23 billion at securitization. The Certificates are
collateralized by 289 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 33%
of the pool. Two loans, representing 0.4% of the pool, have
defeased and are secured by U.S. Government securities. The pool
contains two loans with investment grade credit estimates,
representing 1.4% of the pool.

Sixty-one 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) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Six loans have been liquidated from the pool, resulting in a
realized loss of $46.6 million (72% loss severity). Currently 19
loans, representing 7% of the pool, are in special servicing. The
largest specially serviced loan is the 3500 Maple Loan ($46.4
million -- 1.3% of the pool), which is secured by a 376,000 square
foot (SF) Class A, 18-story office building located in Dallas,
Texas that was built in 1985 and renovated in 2005. Property
performance suffered as occupancy declined to 65% and the loan
eventually transferred to special servicing in November 2011 due
to imminent monetary default. However, the loan is current as of
February 2012. The borrower submitted a loan modification proposal
that was rejected by the special servicer and negotiations are
ongoing.

The second largest specially serviced loan is the Monteverde
Apartments Loan ($37.6 million -- 1.0% of the pool), which is
secured by a 435 unit, Class A, garden-style multifamily property
located in Phoenix, Arizona. The loan transferred into special
servicing in April 2009 for imminent monetary default. The
borrower submitted a loan modification proposal that was rejected
by the special servicer. Foreclosure occurred in October 2009 and
a new property manager was subsequently put in place. Performance
has improved and property is now stabilized at 93% occupancy as of
February 2012. The property is currently being marketed for sale.

The remaining seventeen specially serviced properties are secured
by a mix of property types. Moody's estimates an aggregate $123.5
million loss for the specially serviced loans (46% expected loss
on average).

Moody's has assumed a high default probability for eleven poorly
performing loans representing 2% of the pool and has estimated an
aggregate $14.5 million loss (20% expected loss based on a 40%
probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 93%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 106% compared to 104% 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
9.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.24X and 0.97X, respectively, compared to
1.37X and 1.01X 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 Cavalier Country
Club Apartment Loan ($25.5 million -- 0.7% of the pool), which is
secured by a 32-building apartment complex. Comprised of 744
units, the complex is located in Newark, Delaware. As of September
2011, the property was 95% leased compared to 94% at last review.
The property's performance remains in-line with last review. The
loan matures in January 2016 and is amortizing on a 360-month
schedule. Moody's current credit estimate and stressed DSCR are
Baa3 and 1.32X, respectively, compared to Baa3 and 1.3X at last
review.

The second loan with a credit estimate is the 594 Broadway Loan
($24.0 million -- 0.7% of the pool), which is secured by a 12-
story, 217,000 SF Class B office building located at the corner of
Broadway and Houston Street in SoHo, New York City. As of May
2011, the property was 94% leased, the same as at last review. The
property is predominantly leased to small tenants that occupy no
more than 5% of the net rentable area (NRA). The property was
renovated during 2011 with upgrades to the common area, new energy
system, solar panels, and elevator modernization. Performance has
improved since last review as base rents have risen. The loan
matures in February 2016 and is full term interest only. Moody's
current credit estimate and stressed DSCR are A1 and 2.06X,
respectively, compared to A3 and 1.73X at last review.

The top three performing conduit loans represent 18% of the pool
balance. The largest loan is the Prime Outlet Pool Loan ($297.4
million -- 8.2% of the pool), which is secured by ten outlet
centers located across eight states for which Simon Property Group
is the sponsor. The total gross leasable area (GLA) is 3.5 million
SF. The loan is pari-passu with a $297.6 million loan that is
securitized within WBCMT 2006-C25. The Jeffersonville, Ohio
property was released and was substituted by a better performing
property located in Tinton Falls, New Jersey (Jersey Shore). As of
July 2011, the portfolio was 93% leased compared to 92% at last
review. Performance for the portfolio has improved due to higher
occupancy and higher base rents, partially due to the substitution
of the Tinton Falls, New Jersey property for the Jeffersonville,
Ohio property. Moody's LTV and stressed DSCR are 79% and 1.27X,
respectively, compared to 98% and 1.03X at last review.

The second largest loan is the 620 Avenue of the Americas Loan
($205.0 million -- 5.6% of the pool), which is secured by a 7-
story, 670,000 SF mixed-use building located in the
Flatiron/Chelsea sub-market of Manhattan. The loan is encumbered
with a $30.0 million B-note and $30.0 million of mezzanine debt.
As of October 2011 the property was 90% leased. The loan is on the
watchlist as the property had major lease expirations beginning in
2009 and going into 2010. However, the vacant space has been re-
leased with the Building Servicers Workers Union occupying
approximately 250,000 SF (37.3% of the NRA). Moody's LTV and
stressed DSCR are 120% and 0.76X, respectively compared to 117%
and 0.79X as at last review.

The third largest loan is the Hyatt Center Loan ($159.9 million --
4.4% of the pool), which is secured by a 49-story, 1.47 million
SF, Class A office building located in the West Loop sub-market of
Chicago, Illinois. The loan represents a 50% interest in a $319.8
million first mortgage loan. In addition, the loan is encumbered
with $75 million of mezzanine debt. The property was purchased by
the Irvine Company (from the Pritzer Group) in December 2010 for
$625 million. The largest tenants are Mayer Brown LLP (25% of the
NRA; lease expires in June 2020); the Hyatt Corporation (14% of
the NRA; lease expires in February 2020) and Goldman Sachs (10% of
the NRA; lease expires in March 2020). As of October 2011 the
property was 94% occupied, compared to 95% at last review. Moody's
LTV and stressed DSCR are 106% and 0.87X, respectively, compared
to 109% and 0.84X at last review.


WATERFRONT CLO 2007-1: S&P Raises Rating on Class D Notes to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, A-3, B, C, and D notes from Waterfront CLO 2007-1 Ltd., a
U.S. collateralized loan obligation (CLO) transaction managed by
Grandview Capital Management LLC. "At the same time, we removed
these ratings from CreditWatch, where we placed them with positive
implications on Dec. 20, 2011. We also affirmed the rating on
class A-1 and removed it from CreditWatch positive," S&P said.

Waterfront CLO 2007-1 Ltd. is currently in its reinvestment
period, which ends Oct. 4, 2013. As of the Jan. 17, 2012 payment
date, all coverage tests were passing and $15.174 million in
principal proceeds was retained for the potential acquisition of
additional securities.

"The upgrades reflect improved performance we have observed in the
deal's underlying asset portfolio since we downgraded the notes on
March 5, 2010. As of the February 2012 trustee report, the
transaction's asset portfolio had $0.14 million in defaulted
obligations, compared with $5.74 million noted in the January 2010
report, which we referenced for our March 2010 rating actions,"
S&P said.

"We also observed an increase in the overcollateralization (O/C)
available to support the rated notes," S&P said. The trustee
reported the O/C ratios in the February 2012, monthly report:

* The class A O/C ratio was 123.67%, compared with a reported
   ratio of 121.22% in March 2010;

* The class B O/C ratio was 114.41%, compared with a reported
   ratio of 112.15% in March 2010; and

* The class C O/C ratio was 109.45%, compared with a reported
   ratio of 107.29% in March 2010.

* The class D O/C ratio was 105.29%, compared with a reported
   ratio of 103.20% in March 2010.

"The affirmation of the class A-1 reflects our opinion that the
credit support available to the class A-1 notes is commensurate
with a 'AAA (sf)' rating level," 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.

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Waterfront CLO 2007-1 Ltd.
                       Rating
Class              To          From
A-1                AA+ (sf)    AA+ /Watch Pos
A-2                AA- (sf)    A+ (sf)/Watch Pos
A-3                A+ (sf)     A (sf)/Watch Pos
B                  BBB+ (sf)   BBB- (sf)/Watch Pos
C                  BBB- (sf)   BB- (sf)/Watch Pos
D                  BB (sf)     B- (sf)/Watch Pos


VICTORIA FALLS: S&P Affirms 'CCC-' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services  raised its ratings on the
class A-1B, A-2, A-3, B-1, B-2, and C notes from Victoria Falls
CLO Ltd. and removed them from CreditWatch with positive
implications. "At the same time we affirmed our ratings on the
class A-1A and D notes and removed our rating on the class D notes
from CreditWatch with positive implications. Victoria Falls CLO
Ltd. is a collateralized loan obligation (CLO) transaction now
managed by Babson Collateral Management," S&P said.

"The transaction entered its amortization phase in February 2010.
Since our March 2010 rating actions, the class A-1A notes have
paid down $50.3 million, the A-2 notes have paid down $26.4
million, and the A-3 notes have paid down $3.5 million. Also,
since that time, the class D notes used interest proceeds
to pay down $0.2 million of its principal balance to cure the
class D par value ratio test. The test has since been cured. We
note a significant decrease in the amount of defaulted and 'CCC'
rated obligations over the same period. As a result, the class
A/B, C, and D overcollateralization (O/C) ratios have increased.
The upgrades reflect the paydowns of the notes, as well as the
improved credit quality of the transaction's underlying asset
portfolio, which has benefited the rated notes," S&P said.

The affirmations reflect the sufficient credit support available
at the current rating levels.

"The ratings on the class D notes are constrained at 'CCC- (sf)'
by the application of the largest obligor test, a supplemental
stress test we introduced as part of our corporate criteria
update," S&P said.

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

            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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Victoria Falls CLO Ltd.
                       Rating
Class               To           From
A-1B                AA+ (sf)     A+ (sf)/Watch Pos
A-2                 AA+ (sf)     A+ (sf)/Watch Pos
A-3                 AA+ (sf)     A+ (sf)/Watch Pos
B-1                 AA (sf)      A- (sf)/Watch Pos
B-2                 AA (sf)      A- (sf)/Watch Pos
C                   BBB+ (sf)    BB+ (sf)/Watch Pos
D                   CCC- (sf)    CCC- (sf)/Watch Pos

RATINGS AFFIRMED

Victoria Falls CLO Ltd.

Class               Rating
A-1A                AAA (sf)


* Moody's Says Foreclosure Inventory Timelines Will Increase
------------------------------------------------------------
Foreclosure timelines will continue to lengthen, according to
Moody's Investor Services "RMBS Servicer Dashboard" report. As
servicers continue to deal with the challenge of large volumes of
loans in foreclosure, the average timeline -- days in foreclosure
-- as of December 31, 2011 stood at 654 days in judicial states
and 297 days in non-judicial states.

"As these aged foreclosures work their way through the foreclosure
process, we expect to see these timelines continue to increase,"
says William Fricke, a Moody's Vice President and Senior Credit
Officer. "The extended timelines will result in additional costs
and increased loss severities to RMBS trusts."

The report also charts each servicer's performance at the state
level, compares aging of completed foreclosures to aging of the
current foreclosure Inventory, and pinpoints the potential reasons
for the delays.

On a positive performance note, the percentage of Jumbo and Alt-A
loans that remained current increased and early stage
delinquencies declined from the third to the fourth quarter of
2011.

"The increase in the percentage of current loans and decline in
delinquencies, which we use to calculate our "Current-to-Worse"
Roll Rates, likely reflects the improvement in the unemployment
rate and broader economy," notes Moody's Mr. Fricke.

Regarding the performance of individual servicers, Moody's
observes that Ocwen's collections, loss mitigation, and
foreclosure timeline metrics deteriorated in the fourth quarter.
"The Litton acquisition resulted in an increase in loans that
rolled from current status to delinquency as well as a decline in
seriously delinquent loans that were cured or received cash flow,"
says Moody's Mr. Fricke. "For the period we are measuring, Ocwen
had limited time to influence the performance of the Litton
portfolio since the acquisition."

Moody's Servicer Dashboard presents metrics including current-to-
worse roll rates for collections, total cure and cash
flowing/modification re-default rates for loss mitigation and
various servicing timeline measures. The Dashboard presents
metrics for jumbo, Alt-A and subprime RMBS.


* Moody's Says US CMBS Loss Severities Up in 2011 Fourth Quarter
----------------------------------------------------------------
The weighted average loss severity for loans in US commercial
mortgage-backed securities (CMBS) liquidated at a loss was 41.0%
in the fourth quarter, up from 39.7% in the third, and the highest
severity since the inception of Moody's quarterly US CMBS Loss
Severities report. Excluding those with "de minimis" losses (of
less than 2%), the historical weighted average loss severity for
all liquidated loans was 52.6%, up from 52.1% in the third
quarter.

Moody's quarterly US CMBS Loss Severities report tracks loan loss
severities upon liquidation and cumulative deal losses in US CMBS
conduit and fusion transactions. Moody's tracks loss severities to
improve its estimates of loss given default and enhance the
accuracy of its forward-looking ratings. The quarterly report
tracks loss severities in the 1998 to 2008 vintages based on
liquidations from 2000 through fourth-quarter 2011.

Loan liquidations accelerated in 2011, as the total balance of
loans liquidated rose 39% to $14.6 billion, while the number of
loans liquidated rose 12%, primarily because of a surge in
liquidations in the 2006 and 2007 vintages, to $7.61 billion, from
$3.45 billion in 2010.

"The fourth quarter of 2011 marked the third consecutive quarterly
increase in cumulative loss severity," says Keith Banhazl, a
Moody's Vice President and Senior Credit Officer. "But we think
that, rather than indicating further deterioration in real estate
fundamentals, the increases over the previous three quarters are
due to changes in the vintage composition of the loans
liquidated."

The increased share of liquidations from the troubled 2006-2008
vintage group, which has a loss severity rate of 51% versus 30%
for earlier vintages, is pressuring the cumulative loss severity
across all vintages. The 2006-2008 vintages have the highest loss
severities: 2006, 50.8%; 2007, 51.6%; and 2008, 55.5%. The three
vintages comprise 57.1% of CMBS collateral and 71.1% of delinquent
loans.

Loss severities for loans liquidated after maturity default were
significantly lower than for loans that defaulted during their
term. For liquidated loans from the 2004-2007 vintages, the
weighted average loss severity for maturity defaults was 12.4%,
compared to 52.9% for term defaults.

With regard to property types, loans backed by hotel properties
had the highest weighted average loss severity, 46.2%; those
backed by retail, the second-largest, 45.1%; those backed by
office properties had the lowest, 36.4%. Retail was the only major
property type for which loss severity rose.

Loss severities declined year over year for all of the top ten
metropolitan statistical areas by loss amount, other than New
York's, which rose slightly to 22.5% from 21.3%. However, of the
ten areas with the highest dollar losses, New York's 22.5% was the
lowest severity, while Detroit's was the highest, at 58.1%.


* S&P Lowers Ratings on 57 Classes of 5 RMBS Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 57
classes from five residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions issued between 2007 and 2010 and removed 16 of them
from CreditWatch with negative implications. "In addition, we
affirmed our ratings on 194 classes from three of the transactions
with lowered ratings and one additional transaction. Each of the
six re-REMIC transactions pay interest pro rata within each of its
groups," S&P said.

"Our ratings on the re-REMIC classes address the timely payment of
interest and the full 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 projections,
incorporating our loss assumptions to the underlying collateral to
identify the principal and interest amounts that could be passed
through from the underlying securities under our rating scenario
stresses. We stressed our loss projections at various rating
categories to assess whether the re-REMIC classes could withstand
the stressed losses associated with their ratings while receiving
timely payment of interest and principal consistent with our
criteria," S&P said.

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

"We based our downgrades on our projections of principal loss
amounts and/or interest shortfalls from the underlying securities
that would impair the re-REMIC classes under the applicable
ratings stress scenarios," S&P said.

"The classes from Structured Asset Securities Corp. Trust 2007-4
and Structured Asset Securities Corp. Trust 2008-1 are backed by
Fannie Mae and/or Freddie Mac insured securities. The downgrades
to 'AA+ (sf)' follow the lowering of the long-term sovereign
credit rating on the U.S. to 'AA+' from 'AAA'," S&P said.

"The affirmations reflect our assessment of the likelihood that
the re-REMIC classes will receive timely payment of interest and
full payment of principal under the applicable stressed
assumptions," 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 Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

CMO Holdings III Ltd.
Series      2007-R1
                               Rating
Class      CUSIP       To                   From
A-1 Notes  12587PAA8   CCC (sf)             BBB (sf)

Jefferies Resecuritization Trust 2009-R4
Series      2009-R4
                               Rating
Class      CUSIP       To                   From
18-A2      47232VDS8   CCC (sf)             B- (sf)
30-A5      47232VGA4   CC (sf)              CCC (sf)
13-A4      47232VCT7   CC (sf)              CCC (sf)
17-A2      47232VDP4   BB (sf)              BB+ (sf)
10-A4      47232VCC4   CCC (sf)             B- (sf)
7-A3       47232VBJ0   CCC (sf)             B- (sf)
18-A1      47232VDR0   BBB+ (sf)            A- (sf)
14-A1      47232VCV2   CCC (sf)             B+ (sf)
14-A1B     47232VCX8   CCC (sf)             B+ (sf)
7-A2       47232VBH4   B- (sf)              BBB- (sf)
26-A3      47232VFH0   BB- (sf)             BBB (sf)
12-A2      47232VCN0   BB- (sf)             BB (sf)
7-A1       47232VBG6   AA (sf)              AAA (sf)
15-A2      47232VDD1   CC (sf)              CCC (sf)
8-A3       47232VBP6   BB (sf)              BBB (sf)

Jefferies Resecuritization Trust 2009-R5
Series      2009-R5
                               Rating
Class      CUSIP       To                   From
10-A4      47232DCD2   CCC (sf)             B- (sf)
12-A5      47232DCS9   CCC (sf)             B- (sf)
2-A4       47232DAJ1   CCC (sf)             B- (sf)
14-A1      47232DCZ3   BB+ (sf)             BBB- (sf)
4-A2       47232DAU6   B- (sf)              B (sf)
13-A3      47232DCW0   BB- (sf)             BBB (sf)/Watch Neg
6-A2       47232DBD3   BB (sf)              BBB+ (sf)
8-A5       47232DBT8   CC (sf)              CCC (sf)
1-A5       47232DAE2   CC (sf)              CCC (sf)
21-A3      47232DER9   B- (sf)              BBB (sf)
7-A3       47232DBK7   B- (sf)              B (sf)
16-A3      47232DDL3   CCC (sf)             B- (sf)
14-A2      47232DDA7   CCC (sf)             B- (sf)
2-A3       47232DAH5   B- (sf)              BBB- (sf)
16-A2      47232DDK5   B+ (sf)              BB- (sf)
10-A3      47232DCC4   B- (sf)              BBB- (sf)
13-A2      47232DCV2   A- (sf)              A (sf)/Watch Neg
10-A2      47232DCB6   BBB+ (sf)            A (sf)
21-A4      47232DES7   CCC (sf)             B- (sf)
11-A4      47232DCK6   CCC (sf)             B- (sf)
17-A4      47232DDS8   CC (sf)              CCC (sf)
1-A1       47232DAA0   B+ (sf)              BBB (sf)
6-A5       47232DBG6   D (sf)               CC (sf)
2-A2       47232DAG7   BBB- (sf)            A (sf)
6-A3       47232DBE1   CCC (sf)             B- (sf)
13-A1      47232DCU4   A+ (sf)              AAA (sf)/Watch Neg
21-A2      47232DEQ1   BBB- (sf)            A (sf)
19-A1      47232DEB4   A+ (sf)              AAA (sf)

Structured Asset Securities Corporation Trust 2007-4
Series      2007-4
                               Rating
Class      CUSIP       To                   From
1-A1       86363TAA4   AA+ (sf)             AAA (sf)/Watch Neg
1-A3       86363TAC0   AA+ (sf)             AAA (sf)/Watch Neg
1-A4       86363TAD8   AA+ (sf)             AAA (sf)/Watch Neg
3-A1       86363TAF3   AA+ (sf)             AAA (sf)/Watch Neg
3-A2       86363TAG1   AA+ (sf)             AAA (sf)/Watch Neg
1-A2A      86363TAB2   AA+ (sf)             AAA (sf)/Watch Neg
1-A2-B1    86363TAH9   AA+ (sf)             AAA (sf)/Watch Neg
1-A2-B2    86363TAJ5   AA+ (sf)             AAA (sf)/Watch Neg

Structured Asset Securities Corporation Trust 2008-1
Series      2008-1
                               Rating
Class      CUSIP       To                   From
1-A1       86365HAA8   AA+ (sf)             AAA (sf)/Watch Neg
1-A2       86365HAB6   AA+ (sf)             AAA (sf)/Watch Neg
1-A3       86365HAC4   AA+ (sf)             AAA (sf)/Watch Neg
1-A4       86365HAD2   AA+ (sf)             AAA (sf)/Watch Neg
1-A5       86365HAG5   AA+ (sf)             AAA (sf)/Watch Neg

RATINGS AFFIRMED

CMO Holdings III Ltd.
Series      2007-R1
Class      CUSIP       Rating
A-2 Notes  12587PAB6   CC (sf)

Jefferies Resecuritization Trust 2009-R4
Series      2009-R4
Class      CUSIP       Rating
16-A5      47232VDM1   CC (sf)
32-A2      47232VGJ5   CCC (sf)
14-A5      47232VDB5   CC (sf)
11-A5      47232VCK6   CC (sf)
22-A2      47232VEK4   BB+ (sf)
24-A1      47232VEW8   AAA (sf)
14-A3      47232VCZ3   CCC (sf)
9-A3       47232VBV3   BBB (sf)
16-A1      47232VDF6   A+ (sf)
21-A1      47232VEC2   AAA (sf)
16-A4      47232VDL3   CCC (sf)
8-A1       47232VBM3   AAA (sf)
24-A4      47232VEZ1   BB (sf)
16-A1A     47232VDG4   AAA (sf)
10-A1      47232VBZ4   AAA (sf)
17-A1      47232VDN9   AAA (sf)
9-A4       47232VBW1   BB (sf)
10-A3      47232VCB6   BBB (sf)
13-A2      47232VCR1   B (sf)
10-A5      47232VCD2   CCC (sf)
22-A1      47232VEJ7   AAA (sf)
20-A2      47232VEA6   CCC (sf)
31-A2      47232VGC0   A (sf)
7-A4       47232VBK7   CCC (sf)
24-A2      47232VEX6   A (sf)
27-A3      47232VFM9   B (sf)
25-A3      47232VFE7   CC (sf)
32-A1      47232VGH9   AAA (sf)
9-A1B      47232VBT8   AAA (sf)
17-A3      47232VDQ2   CC (sf)
15-A1      47232VDC3   BB (sf)
8-A2       47232VBN1   A (sf)
29-A2      47232VFV9   B- (sf)
31-A4      47232VGE6   BB (sf)
18-A3      47232VDT6   CCC (sf)
22-A5      47232VEN8   CCC (sf)
13-A3      47232VCS9   CCC (sf)
10-A2      47232VCA8   A (sf)
19-A1      47232VDW9   AAA (sf)
20-A1      47232VDZ2   AAA (sf)
27-A1      47232VFK3   AAA (sf)
14-A2      47232VCY6   CCC (sf)
25-A2      47232VFD9   A (sf)
9-A5       47232VBX9   B+ (sf)
11-A1      47232VCF7   CC (sf)
19-A2      47232VDX7   CCC (sf)
23-A4      47232VET5   BB (sf)
25-A1      47232VFC1   AAA (sf)
8-A4       47232VBQ4   CC (sf)
23-A2      47232VER9   A (sf)
29-A3      47232VGR7   CC (sf)
14-A1A     47232VCW0   AAA (sf)
23-A3      47232VES7   BBB (sf)
30-A1      47232VFW7   AAA (sf)
21-A3      47232VEE8   BBB (sf)
30-A4      47232VFZ0   CCC (sf)
23-A1      47232VEQ1   AAA (sf)
21-A4      47232VEF5   B+ (sf)
31-A3      47232VGD8   BBB (sf)
22-A4      47232VEM0   CCC (sf)
27-A2      47232VFL1   A (sf)
26-A2      47232VFG2   A (sf)
26-A1      47232VFF4   AAA (sf)
24-A5      47232VFA5   CCC (sf)
30-A3      47232VFY3   BBB- (sf)
21-A2      47232VED0   A (sf)
19-A3      47232VDY5   CC (sf)
11-A3      47232VCH3   CC (sf)
29-A1      47232VFU1   AAA (sf)
11-A4      47232VCJ9   CC (sf)
30-A2      47232VFX5   A (sf)
14-A4      47232VDA7   CCC (sf)
32-A5      47232VGM8   CCC (sf)
16-A3      47232VDK5   CCC (sf)
23-A5      47232VEU2   B (sf)
9-A1       47232VBR2   AAA (sf)
18-A4      47232VDU3   CCC (sf)
31-A6      47232VGG1   CC (sf)
22-A3      47232VEL2   CCC (sf)
32-A3      47232VGK2   CCC (sf)
27-A4      47232VFN7   CC (sf)
16-A2      47232VDJ8   B- (sf)
24-A3      47232VEY4   BBB (sf)
9-A2       47232VBU5   A (sf)
21-A5      47232VEG3   CCC (sf)
11-A2      47232VCG5   CC (sf)
26-A4      47232VFJ6   CC (sf)
31-A5      47232VGF3   CCC (sf)
15-A3      47232VDE9   CC (sf)
12-A1      47232VCM2   AAA (sf)
9-A6       47232VBY7   CC (sf)
13-A1      47232VCQ3   A- (sf)
16-A1B     47232VDH2   A+ (sf)
32-A4      47232VGL0   CCC (sf)
20-A3      47232VEB4   CC (sf)

Jefferies Resecuritization Trust 2009-R5
Series      2009-R5
Class      CUSIP       Rating
19-A2      47232DEC2   A (sf)
7-A4       47232DBL5   CCC (sf)
18-A5      47232DDZ2   B (sf)
14-A3      47232DDB5   CC (sf)
21-A1A     47232DEN8   AAA (sf)
12-A2      47232DCP5   A (sf)
5-A4       47232DAZ5   CC (sf)
11-A6      47232DCM2   CC (sf)
18-A3      47232DDX7   BBB (sf)
22-A3      47232DEW8   B (sf)
3-A4       47232DAQ5   BB (sf)
7-A5       47232DBM3   CCC (sf)
1-A3       47232DAC6   CCC (sf)
19-A4      47232DEE8   BB (sf)
18-A1A     47232DDU3   AAA (sf)
15-A3      47232DDE9   B+ (sf)
6-A1       47232DBC5   AAA (sf)
7-A1       47232DBH4   AAA (sf)
1-A4       47232DAD4   CCC (sf)
23-A3      47232DFD9   BB- (sf)
18-A4      47232DDY5   BB (sf)
15-A4      47232DDF6   CC (sf)
23-A1B     47232DFB3   AAA (sf)
24-A1      47232DFF4   CCC (sf)
1-A2       47232DAB8   CCC (sf)
13-A5      47232DCY6   CC (sf)
20-A5      47232DEL2   CC (sf)
20-A2      47232DEH1   A- (sf)
16-A1A     47232DDH2   AA+ (sf)
12-A4      47232DCR1   BB (sf)
3-A6       47232DAS1   CC (sf)
20-A4      47232DEK4   B- (sf)
8-A4       47232DBS0   CCC (sf)
2-A5       47232DAK8   CCC (sf)
9-A4       47232DBY7   CCC (sf)
19-A3      47232DED0   BBB (sf)
17-A2      47232DDQ2   A (sf)
11-A2      47232DCH3   BB+ (sf)
13-A4      47232DCX8   CCC (sf)
22-A4      47232DEX6   CCC (sf)
9-A3       47232DBX9   B- (sf)
8-A1       47232DBP6   AAA (sf)
5-A1       47232DAW2   CC (sf)
22-A2      47232DEV0   BB (sf)
7-A2       47232DBJ0   A (sf)
16-A4      47232DDM1   CCC (sf)
12-A3      47232DCQ3   BBB (sf)
16-A1B     47232DDJ8   A- (sf)
18-A6      47232DEA6   CC (sf)
2-A1       47232DAF9   AAA (sf)
6-A4       47232DBF8   CCC (sf)
24-A3      47232DFH0   CCC (sf)
19-A6      47232DFM9   CC (sf)
9-A5       47232DBZ4   CC (sf)
18-A1      47232DDT6   AAA (sf)
11-A5      47232DCL4   CC (sf)
23-A2      47232DFC1   A (sf)
9-A1       47232DBV3   AAA (sf)
4-A1       47232DAT9   AAA (sf)
24-A4      47232DFJ6   CCC (sf)
21-A1B     47232DEP3   AAA (sf)
16-A5      47232DDN9   CC (sf)
8-A3       47232DBR2   B- (sf)
18-A2      47232DDW9   A (sf)
8-A2       47232DBQ4   BB+ (sf)
3-A3       47232DAP7   BBB (sf)
22-A1      47232DEU2   A (sf)
24-A5      47232DFK3   CCC (sf)
10-A5      47232DCE0   CCC (sf)
5-A3       47232DAY8   CC (sf)
16-A1      47232DDG4   A- (sf)
20-A1      47232DEG3   AAA (sf)
3-A2       47232DAN2   A (sf)
17-A1      47232DDP4   AAA (sf)
10-A1      47232DCA8   AAA (sf)
23-A1      47232DEZ1   AAA (sf)
24-A2      47232DFG2   CCC (sf)
23-A1A     47232DFA5   AAA (sf)
21-A1      47232DEM0   AAA (sf)
11-A1      47232DCG5   AA- (sf)
17-A3      47232DDR0   BBB (sf)
12-A1      47232DCN0   AAA (sf)
3-A1       47232DAM4   AAA (sf)
5-A2       47232DAX0   CC (sf)
21-A5      47232DET5   CC (sf)
15-A1      47232DDC3   A+ (sf)
19-A5      47232DEF5   CCC (sf)
9-A2       47232DBW1   BB+ (sf)
15-A2      47232DDD1   BB+ (sf)
18-A1B     47232DDV1   AAA (sf)
23-A4      47232DFE7   CC (sf)
20-A3      47232DEJ7   BBB- (sf)
4-A3       47232DAV4   CCC (sf)
11-A3      47232DCJ9   B+ (sf)
3-A5       47232DAR3   CCC (sf)
5-A5       47232DBA9   CC (sf)

Jefferies Resecuritization Trust 2010-R2
Series      2010-R2
Class      CUSIP       Rating
1-A3       47233HAD4   BBB (sf)
1-A1       47233HAA0   A (sf)


* S&P Places 697 Ratings From 97 CRE CDO & re-REMIC Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services placed 697 ratings from 97
publicly rated commercial real estate collateralized debt
obligation (CRE CDO) and resecuritized real estate mortgage
investment conduit (re-REMIC) transactions on CreditWatch with
negative implications. The aggregate issuance amount of the
affected tranches is $45.4 billion. "We took these CreditWatch
actions in connection with our update to the criteria and
assumptions we use to rate CDO transactions backed by structured
finance (SF) collateral. We expect this update to result in the
downgrades of many rated CRE CDOs and re-REMICs that are backed
by, or reference, commercial mortgage-backed securities (CMBS),
commercial real estate interests, and commercial real estate
loans. The CreditWatch placements affect 71% of the ratings on
U.S. and Canada CRE CDO and re-REMIC transactions," S&P said.

The complete rating list is available for free at:

   http://bankrupt.com/misc/S&P_ReREMIC_Ratings_0320.pdf

"We have not placed on CreditWatch negative ratings from CDO
tranches that have paid down their notes substantially and have a
small balance outstanding, as we expect these tranches will be
paid down in the near future. We also did not place on CreditWatch
negative ratings on CRE CDO and re-REMIC tranches that we analyzed
using other U.S. CMBS criteria," S&P said.

The tables at the end of this article provide a summary breakdown
of the U.S. and Canada CRE CDO and re-REMIC ratings placed on
CreditWatch by year of transaction origination and current rating.

"We will resolve the CreditWatch placements affecting the
transactions affected by the criteria update upon the completion
of our analysis and a review by a rating committee. We expect the
reviews of the transactions placed on CreditWatch negative to be
resolved within six months of the CreditWatch placement," S&P
said.

"Although we expect the rating changes that result from our
reviews to primarily reflect the application of our updated
criteria to existing CRE CDO and re-REMIC transactions, the
collateral pools of some transactions may have experienced changes
in their credit characteristics. The rating actions resulting from
our reviews of these transactions will reflect both the
application of our updated criteria and our views regarding the
credit characteristics of the underlying collateral pool," S&P
said.

Table 1
U.S. And Canada CRE CDO And Re-REMIC Tranches With Ratings Placed
On CreditWatch Negative (No.)

Vintage/Rating   AAA    AA   A    BBB   BB    B    CCC   Total
1996             0      0    0    0     0     0    1     1
1998             0      0    0    2     0     1    2     5
2003             1      5    4    4     6     2    6     28
2004             7      4    8    11    13    7    32    82
2005             2      3    10   20    27    24   56    142
2006             3      1    9    33    42    41   124   253
2007             0      1    3    12    26    30   79    151
2008             0      0    0    1     0     3    31    35
Total            13     14   34   83    114   108  331   697

Table 2
U.S. And Canada CRE CDO And Re-REMIC Tranches With Ratings Placed
On CreditWatch Negative (USD Millions Issuance Amount)

Vintage/
Rating  AAA  AA     A      BBB    BB     B       CCC    Total
1996    0    0      0      0      0      0       100    100
1998    0    0      0      319    0      71      124    514
2003    99   260    85     77     188    51      185    944
2004    307  276    247    181    233    380     517    2,142
2005    13   475    1,380  1,340  1,214  856     1,117  6,395
2006    378  52     1,734  4,425  2,470  1,741   3,804  14,602
2007    0    390    915    1,367  1,806  5,923   2,853  13,253
2008    0    0      0      361    0      6,133   956    7,450
Total   798  1,452  4,361  8,068  5,910  15,154  9,656  45,400


* S&P Places Ratings on 517 Tranches from 224 CDOs on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 517
tranches from 224 collateralized debt obligation (CDO)
transactions on CreditWatch with negative implications. The
aggregate issuance amount of the affected tranches is $62.96
billion. The affected tranches are backed by pooled structured
finance (SF) assets.

"We initiated these CreditWatch actions in connection with our
update to the criteria and assumptions we use to rate CDO
transactions backed by SF securities, which is effective March 19,
2012," S&P said.

The complete list of public ratings affected by 's CreditWatch
actions is available for free at:

      http://bankrupt.com/misc/S&P_0319_CDO_Ratings.pdf

"We expect this update to result in downgrades of many rated CDOs
that are backed by, or reference, SF securities. The CreditWatch
placements affect nearly all of our ratings on U.S. SF CDO
transactions, including CDOs backed by residential mortgage backed
securities (RMBS), CDOs backed by commercial mortgage backed
securities (CMBS), retranches of SF CDOs, and other CDO
transactions collateralized by or referencing SF securities. We
did not include U.S. SF CDO transactions with ratings already on
CreditWatch negative due to transaction performance in 's
CreditWatch placements. We will, however, review them using the
updated criteria along with the ratings we placed on CreditWatch
negative  in connection with the criteria update," S&P said.

"We have also placed on CreditWatch several CDOs with significant
holdings of tranches issued by corporate-backed CDOs. We believe
that these CDOs will be affected because of the revised recovery
rates applied to corporate CDOs as part of these criteria
changes," S&P said.

"We did not place some ratings on tranches with credit support
provided by a monoline insurance company or another third-party on
CreditWatch negative," S&P said.

"Our process for reviewing cash flow and hybrid CDOs, which rely
on excess spread for credit support and require cash flow analysis
when assessing the ratings assigned, will differ from that for
synthetic CDO transactions, which we monitor through our monthly
synthetic rated overcollateralization ratio (SROC) review," S&P
said.

      REVIEW OF CASH FLOW AND HYBRID CDO OF SF TRANSACTIONS

"We will resolve the CreditWatch placements affecting each cash
flow and hybrid CDO transactions affected by the criteria update
upon the completion of our cash flow and credit analysis and a
review by a rating committee. We intend to resolve these
CreditWatch placements within six months. In general, we expect to
issue multiple press releases each week as we conduct our
reviews," S&P said. S&P intends to prioritize its reviews of cash
flow and hybrid CDOs according to several parameters, including:

* The highest rating outstanding in the transaction's capital
   structure;

* "Transactions that are retranched from other SF CDOs, which we
   intend to review simultaneously with the transactions from
   which they are retrenched," S&P said.

* Transactions that have other ratings dependent upon them.

"Although we expect the rating changes that result from our
reviews to primarily reflect the application of our updated
criteria for existing SF CDO transactions, forthcoming rating
actions may also reflect the fact that the collateral pools of
some CDO transactions have experienced some recent credit
deterioration (as the underlying SF securities have experienced
downgrades or have defaulted). Our ratings on some tranches from
such CDO transactions were on CreditWatch negative before the
implementation of the updated criteria. Accordingly, the rating
actions we initiate following our reviews will reflect both the
application of our updated criteria and our views regarding the
credit deterioration that the CDOs have experienced to date," S&P
said.

"Trustees and collateral managers for the affected transactions
should continue to use the current version of Standard & Poor's
CDO Monitor during the review period and after. Standard & Poor's
CDO Monitor is a model that helps to determine whether a given CDO
transaction is in compliance with its Standard & Poor's CDO
Monitor test. For actively managed cash flow and hybrid CDO
transactions, trustees and collateral managers typically run CDO
Monitor on certain dates during a transaction's reinvestment
period. If a transaction is failing the Standard & Poor's CDO
Monitor test, the transaction documents often permit the manager
to make subsequent trades only if the transactions 'maintain or
improve' the test results," S&P said.

"Our revised criteria maintains the existing CDO Monitor test in
order to maintain the link between a transaction's test results
(that is, whether the transaction is currently passing or failing
the CDO Monitor test) and the performance of the transaction's
collateral since origination. This is consistent with our normal
practice of not providing new CDO Monitor models to transactions
as a result of downgrades of the CDO tranches," S&P said.

REVIEW OF SYNTHETIC CDO TRANSACTIONS THROUGH OUR SROC PROCESS

"For synthetic CDO transactions that we monitor as part of our
monthly SROC review, we do not anticipate extensive cash flow
analysis to resolve the CreditWatch placements. Instead, we will
focus on the revised SROC ratios incorporating the updated
criteria. A rating committee will determine the final rating
decisions," S&P said.

"Once we have completed our review of synthetic CDO transactions,
we will publish a consolidated press release with the rating
actions for the affected transactions. We expect to complete our
reviews within the next 90 days. Until that time, we will not
include synthetic SF CDO transactions in our monthly SROC report,
although we do intend to continue publishing the SROC report for
other types of transactions including corporate-backed synthetic
CDOs," S&P said.

"Our reviews of the affected synthetic CDOs will consider both the
updated criteria and any credit deterioration the transactions
have experienced since their last review. After we complete our
reviews, we expect to resume publishing the monthly Global SROC
Report including SROC ratios for synthetic SF CDO transactions
under the updated criteria," S&P said.

  SUMMARY OF U.S. CDO RATINGS PLACED ON CREDITWATCH NEGATIVE

U.S. CDO Tranches With Ratings Placed On CreditWatch Negative
(517)

Table 1
Vintage   AAA    AA      A    BBB     BB    B      CCC    Total
2000                     2            1                   3
2001             4       2    3       3     1      13     26
2002      9      15      16   7       11    8      17     83
2003      6      12      6    6       13    9      17     69
2004      3      4       11   8       23    25     47     121
2005                     4    3       9     11     56     83
2006      1      3       2    5       4     11     41     67
2007      4      5       4    9       5     7      27     61
2008      2                           1            1      4
Total     25     43      47   41      70    72     219    517

U.S. CDO Tranches With Ratings Placed On CreditWatch Negative
(62.96 USD billions issuance amount)

Table 2
Vintage   AAA    AA      A    BBB     BB    B      CCC    Total
2000                    0.39          0.22                 0.61
2001             0.41   0.30  0.58    0.54  0.02   1.10    2.95
2002      1.26   1.23   1.48  0.86    0.53  0.31   1.02    6.69
2003      0.93   1.02   0.39  0.11    0.56  0.82   0.67    4.50
2004      0.29   0.13   1.89  1.15    1.97  3.11   4.47   13.02
2005                    0.20  0.34    1.88  0.85   10.93  14.20
2006      0.06   0.06   0.07  0.32    0.17  0.46    9.79  10.94
2007      2.92   1.07   0.22  1.29    0.51  0.31    1.53   7.84
2008      2.00                        0.19          0.02   2.21
Total     7.46   3.93   4.94  4.64    6.57  5.89    1.02  62.96


* S&P Cuts to 'BB' 8 Classes Ratings From 5 J.C. Penney Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from five J.C. Penney Co. Inc.-related transactions to
'BB' from 'BB+'.

"Our ratings on the five transactions are dependent on our rating
on the underlying security, J.C. Penney Co. Inc.'s 7.625%
debentures due March 1, 2097 ('BB')," S&P said.

"The rating actions reflect the March 7, 2012, lowering of our
rating on the underlying security to 'BB' from 'BB+'. We may take
subsequent rating actions on these transactions following changes
in our rating assigned to the underlying security," 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/1111488.pdf

RATINGS LOWERED

CABCO Trust for JC Penney Debentures
$52.65 mil ser:trust certificates due 03/01/2097
                      Rating
Class             To          From
Certificates      BB          BB+

CorTS Trust For J.C. Penney Debentures
$100 mil corporate-backed trust securities (CorTS) certificates
                      Rating
Class             To          From
Certificates      BB          BB+

Corporate Backed Callable Trust Certificates J C Penney Debenture-
Backed Series 2006-1
$27.5 mil
                      Rating
Class             To          From
A-1               BB          BB+
A-2               BB          BB+

Structured Asset Trust Unit Repackaging (SATURNS) J.C. Penney Co.
$54.5 mil units Series 2007-1
                      Rating
Class             To          From
A                 BB          BB+
B                 BB          BB+

Corporate Backed Callable Trust Certificates J.C. Penney Debenture
Backed Series 2007-1 Trust
$55 mil corporate backed callable trust certificates J.C. Penney
debentures-backed series 2007-1
                      Rating
Class             To          From
A-1               BB          BB+
A-2               BB          BB+










                            *********

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
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                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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