TCR_Public/120429.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, April 29, 2012, Vol. 16, No. 118

                            Headlines

AMERICREDIT AUTOMOBILE: Moody's Rates Class E Notes 'Ba1(sf)'
ARCAP 2005-1: Moody's Lowers Rating on C Certificates to 'C'
AVIS BUDGET: S&P Affirms Class A-1 Notes Rating at 'BB+'
BANC OF AMERICA: Moody's Affirms 'C' Rating on Cl. X-5 Certs.
BANC OF AMERICA: Moody's Cuts Ratings on 3 Cert. Classes to 'C'

BEAR STEARNS 2003-TOP12: Fitch Lowers Rating on 6 Note Classes
BEAR STEARNS 2005-PWR9: S&P Lowers Rating on Class E Cert. to 'B'
BEST BUY: Fitch Does Not Expect Store Closing to Affect Ratings
CAPITALSOURCE 2006-A: S&P Lowers Ratings on 5 Debt Classes to CCC-
CAPTEC FRANCHISE: Moody's Cuts Rating on A-IO Securities to Caa3

CARNOW AUTO: S&P Rates $7MM Class D Fixed Notes 'BB'
CE GENERATION: Fitch Cuts Rating on $190MM Senior Notes to 'BB+'
CHASE FUNDING: Moody's Downgrades Ratings on Two Tranches to 'C'
CIFC 2007-II: S&P Raises Rating on Class D Notes to 'BB'
CITIGROUP COMMERCIAL: Limited Paydown Cues Fitch to Affirm Ratings

COLTS 2005-2: Fitch Raises $20MM Notes Rating from 'Bsf'
COLTS 2007-1: Fitch Affirms 'Bsf' Rating on US$22.25MM Notes
CRAFT EM 2006-1: Moody's Lowers Ratings on 2 Note Classes to Caa3
CREST 2004-1: Fitch Cuts Rating on $18.2MM Class D Notes to 'CCsf'
CREST 2001-1: Fitch Cuts Rating on $30MM Class C Notes to 'Csf'

ESSEX PARK: S&P Says Balance of CCC-Rated Assets is $5.5-Million
FANNIE MAE 2004-W3: S&P Lowers Rating on Class B-1 to 'CC'
FIRST REPUBLIC: Moody's Cuts Rating on Cl. B-5 Tranche to 'Caa3'
FOOTHILL CLO: S&P Raises Ratings on 2 Note Classes From 'BB'
FRASER SULLIVAN II: S&P Raises Rating on Class E Notes to 'CCC+'

GALAXY XII: S&P Gives 'BB' Rating on Class E Deferrable Notes
GENESIS 2007-1: Moody's Lifts Rating on US$40MM Notes to 'Caa1'
GRANITE VENTURES: Moody's Raises Rating on US$6MM Notes to 'Ba1'
GREENWICH CAPITAL: Moody's Cuts Ratings on 6 Cert. Classes to C
GMACM MORTGAGE: Moody's Cuts Rating on Cl. M-2 Tranche to 'Caa3'

GREYWOLF CLO I: S&P Raises Rating on Class E Notes to 'BB+'
GSC GROUP: S&P Raises Rating on Class D Notes to 'B+'
GULF STREAM-COMPASS: Moody's Lifts Rating on US$8MM Notes to 'B2'
HEWETTS ISLAND: Moody's Lifts Ratings on US$14MM Notes From 'Ba1'
HUDSON CANYON: S&P Raises Rating on Class C Notes From 'BB+'

JP MORGAN ACCEPTANCE: Fitch Revises Rating on Cl. 1-A4 to 'Csf'
JPMCC 2002-C1: Moody's Cuts Ratings on 2 Cert. Classes to 'C(sf)'
JPMCC 2002-CIBC4: Moody's Cuts Rating on F Certificates to 'C'
JPMCC 2012-C6: Fitch Rates $18.4MM Securities 'Bsf'
JPMCM 2003-CIBC7: Moody's Affirms 'C' Ratings on 2 Note Classes

KATONAH X: S&P Raises Rating on Class E Notes to 'BB'
LANDMARK V: S&P Raises Rating on Class B-2L Notes to 'CCC+'
LB COMMERCIAL: Moody's Cuts Rating on Class E Certs. to 'Caa3'
LCM X: S&P Affirms 'BB' Rating on Class E Deferrable Notes
M-2 SPC 2005-K: S&P Lowers Rating on Class FRN Notes to 'D(sf)'

N.C. CAPITAL: Fitch Affirms Rating on $11-Mil. Bonds at 'B+'
MAQUINARIA ESPECIALIZADA: Fitch Keeps 'BB-' Rating on $160MM Notes
MASTR ALTERNATIVE: Moody's Cuts Ratings on 4 Debt Tranches to Ca
NEWCASTLE CDO VI: Fitch Affirms Ratings of 6 Note Classes at 'Csf'
NORTHWOODS VIII: S&P Raises Rating on Class E Notes From 'BB+'

OCTAGON VIII: S&P Raises Rating on Class E Notes to 'B+'
OLYMPIC CLO I: S&P Affirms 'CCC-' Rating on Class B-2L Notes
OPTION ONE: Moody's Downgrades Ratings on 11 Debt Tranches to 'C'
PRIMUS CLO II: S&P Raises Rating on Class E Notes to 'CCC+'
REPERFORMING LOAN 2003-R2: S&P Lowers Ratings on 2 Classes to 'D'

SAN JOSE: Fitch Downgrades Rating on $1.6 Billion TABs to 'BB+'
SPRINGLEAF MORTGAGE: S&P Rates Class B-2 Notes 'BB'
STEERS HIGH-GRADE: Moody's Affirms 'B3' Ratings on 3 Trust Units
SYMPHONY CLO IX: S&P Gives 'BB' Rating on Class E Deferrable Notes
UBS COMMERCIAL: Moody's Assigns '(P)B2' Rating to F Certificates

VENTURE VI: S&P Raises Rating on Class C Notes From 'BB+'
WACHOVIA BANK: Moody's Cuts Rating on M Certificates to 'C'
WASHINGTON MUTUAL 2005-C1: S&P Cuts 2 Cert. Class Ratings to 'D'
WIND RIVER: S&P Withdraws 'CCC+' Type II Composite Note Rating

* Fitch Downgrades Rating on 297 Distressed Bonds to 'Dsf'
* S&P Takes Rating Actions on 14 Tranches From 10 CDO Deals
* S&P Lowers Ratings on 541 Classes From 326 RMBS Deals to 'D'
* S&P Lowers Ratings on 176 Classes From 77 US RMBS Transactions
* S&P Cuts Ratings on 28 Classes From 5 RMBS Re-REMIC Transactions


                            *********

AMERICREDIT AUTOMOBILE: Moody's Rates Class E Notes 'Ba1(sf)'
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
notes to be issued by AmeriCredit Automobile Receivables Trust
2012-2 (AMCAR 2012-2). This is the second public subprime
transaction of the year for AmeriCredit Financial Services, Inc.
(AmeriCredit).

The complete rating actions are as follows:

Issuer: AmeriCredit Automobile Receivables Trust 2012-2

Cl. A-1, rated P-1 (sf)

Cl. A-2, rated Aaa (sf)

Cl. A-3, rated Aaa (sf)

Cl. B, rated Aa1 (sf)

Cl. C, rated Aa3 (sf)

Cl. D, rated Baa1 (sf)

Cl. E, rated Ba1 (sf)

Ratings Rationale

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience and expertise of
AmeriCredit as servicer.

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

Moody's median cumulative net loss expectation for the AMCAR 2012-
2 pool is 11.00% and total credit enhancement required to achieve
Aaa rating is 39.50%. The loss expectation was based on an
analysis of AmeriCredit's portfolio vintage performance as well as
performance of past securitizations, and current expectations for
future economic conditions.

The Assumption Volatility Score for this transaction is Low/Medium
versus a Medium for the sector. This is driven by the a Low/Medium
assessment for Governance due to the presence of a highly rated
backup servicer, Wells Fargo (Aa3 negative outlook/P-1), in
addition to the size and strength of AmeriCredit's servicing
platform.

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

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 20%, 25% or 35.0%,
the initial model output for the Class A notes might change from
Aaa to Aa1, Aa2, and A3, respectively; Class B notes might change
from Aa1 to A3, Baa3, and below B3, respectively; Class C notes
might change from Aa3 to Ba2, below B3, and below B3,
respectively; Class D notes might change from Baa1 to below B3 in
each scenario; and Class E notes might change from Ba1 to below B3
in all three scenarios.

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


ARCAP 2005-1: Moody's Lowers Rating on C Certificates to 'C'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
classes and affirmed the ratings of four classes of Certificates
issued by ARCap 2005-1 Resecuritization Trust. The downgrades are
due to realized losses to the underlying collateral as well as an
increase in interest shortfalls. 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 and Re-Remic)
transactions.

Cl. A, Downgraded to Caa3 (sf); previously on Apr 29, 2011
Downgraded to Caa2 (sf)

Cl. B, Downgraded to Ca (sf); previously on Apr 29, 2011
Downgraded to Caa3 (sf)

Cl. C, Downgraded to C (sf); previously on Jun 4, 2010 Downgraded
to Ca (sf)

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

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

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

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

Ratings Rationale

ARCap 2005-1 Resecuritization Trust is a static pooled re-remic
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (100% of the pool balance) with a majority of
the collateral issued between 2004 and 2005. As of the April 23,
2012 Trustee report, the aggregate Note balance of the transaction
has decreased to $555.0 million from $568.4 million at issuance,
with the paydown directed to the Class A Notes. The paydown was
due to Defaulted Securities Interest Proceeds being classified as
Principal Proceeds. The current collateral par amount is $337.6
million, representing an approximately $230.7 million decrease due
to realized losses to the collateral pool since securitization.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 7,933 compared to 8,200 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.8% compared to 0.0% at last review), Baa1-Baa3
(1.7% compared to 3.6% at last review), Ba1-Ba3 (7.4% compared to
5.8% at last review), B1-B3 (7.3% compared to 7.7% at last
review), and Caa1-C (80.8% compared to 82.9% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 7.4 compared to 8.3
at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
2.4% compared to 2.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 100.0%, the same as 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
2.4% to 0.0% or up to 7.4% does not result in any ratings movement
downward and 0 to 1 notches upward.

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.


AVIS BUDGET: S&P Affirms Class A-1 Notes Rating at 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on one
class of notes from Avis Budget Rental Car Funding (AESOP) LLC's
series 2007-2 and two classes of notes from Cendant Rental Car
Funding (AESOP) LLC's series 2005-2 and 2005-4.

The affected transactions are collateralized by rental-fleet
leases. The issuers are special purpose wholly-owned subsidiaries
of Avis Budget Car Rental LLC (B+/Stable/--).

"The affirmations reflect stable collateral performance and a
short term to expected maturity for each transaction. The
affirmation of series 2005-2 also
reflects the bond insurance policy Assured Guaranty Corp. (AA-
/Stable/--) provides," 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

Avis Budget Rental Car Funding (AESOP) LLC
Series         Class          Rating
2007-2         A-1            BB+ (sf)

Cendant Rental Car Funding (AESOP) LLC
Series         Class          Rating
2005-2         2005-2         AA- (sf)
2005-4         A-3            B (sf)


BANC OF AMERICA: Moody's Affirms 'C' Rating on Cl. X-5 Certs.
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two pooled
classes and three interest-only classes of Banc of America Large
Loan, Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-MIB1.

Cl. B, Affirmed at Aaa (sf); previously on Feb 20, 2007 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Jun 9, 2011 Upgraded to
Aaa (sf)

Cl. X-1B, Affirmed at B1 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf)

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

Cl. X-5, 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 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
previous review. Even so, deviation from the expected range will
not necessarily result in a rating action. There may be mitigating
or offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

Primary sources of assumption uncertainty are the 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 8.3. 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. Also
incorporated in the model is the CMBS IO calculator v 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 June 9, 2011.

DEAL PERFORMANCE

As of the April 16, 2012 distribution date, the transaction's
certificate balance decreased by approximately 73% to $320 million
from $1.26 billion at securitization due to loan payoffs and
principal paydowns. The Certificates are collateralized by five
mortgage loans ranging in size from 3% to 73% of the pool.

The pool has not experienced losses to date. Currently all five
loans are in special servicing. Classes J through L have
experienced interest shortfalls totaling $642,101 as of the April
2012 distribution date. Interest shortfalls are caused by special
servicing fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs) and extraordinary trust
expenses.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. Large
loan transactions generally have a Herf of less than 20. The pool
has a Herf of 2, the same as last review.

Moody's weighted average pooled loan to value (LTV) ratio is 95%
compared to 90% at last review. Moody's stressed debt service
coverage ratio (DSCR) is 1.43X compared to 1.53X at last review.

The largest loan in the pool is the Westin New York at Times
Square Loan ($232.0 million; 72% of the pooled balance) which is
secured by an 863-room, full-service hotel located in the Times
Square submarket of Manhattan. The hotel was built in 2002.
Revenue per available room (RevPAR) for the trailing twelve month
period ending October 2011 was $280, up 10% from the one year
earlier. The loan entered special servicing on December 2011 due
to the inability to find financing. Moody's has been informed that
an agreement with a lender has been reached and the loan is
expected to refinance. A forbearance has been requested. The final
maturity date for the loan was March 2012. Moody's current credit
estimate is Baa3, the same as last review.

The second largest of loan in the pool is the Liberty Properties
loan ($32.5 million; 10% of the pooled balance) which is a
portfolio of industrial and office properties located in Worcester
and Dedham, MA. The loan transferred into special servicing March
2009 and the borrower and lender are pursuing a resolution. The
loan is current. The lender sweeps all excess cash flow and
currently retains $4.9MM in a cash management reserve. Moody's
current credit estimate is C, the same as last review.

The third largest loan in the pool, the Radisson Resort Parkway
loan ($24.8 million, 8% of the pooled balance) is collateralized
by a 718 room full service hotel in Kissimmee, Florida not far
from Walt Disney World. The loan transferred to special servicing
July of 2009. For the trailing twelve month period ending February
2012, the RevPAR was $33.78 which is 13% higher than the same
period one year earlier. The loan has not paid debt service since
June of 2009 and there are $2.3 million in outstanding servicer
advances as of the April remittance report. An August 2011
appraisal valued the property at $20.4 million. A received was
appointed in December 2012. Moody's current credit estimate is C,
the same as last review.


BANC OF AMERICA: Moody's Cuts Ratings on 3 Cert. Classes to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of ten classes
and affirmed seven classes of Banc of America Commercial Mortgage
Inc., Commercial Pass-Through Certificates, Series 2006-5 as
follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Downgraded to Aa3 (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Downgraded to Aa3 (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to Baa1 (sf); previously on Jun 9, 2010
Downgraded to Aa3 (sf)

Cl. A-J, Downgraded to B2 (sf); previously on Apr 28, 2011
Downgraded to Ba1 (sf)

Cl. B, Downgraded to Caa3 (sf); previously on Apr 28, 2011
Downgraded to B2 (sf)

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

Cl. D, Downgraded to C (sf); previously on Apr 28, 2011 Confirmed
at Caa2 (sf)

Cl. E, Downgraded to C (sf); previously on Apr 28, 2011 Confirmed
at Caa3 (sf)

Cl. F, Downgraded to C (sf); previously on Apr 28, 2011 Confirmed
at Ca (sf)

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

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

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

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

Cl. XP, Downgraded to Aa3 (sf); previously on Oct 17, 2006
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The downgrades are due primarily to an increase in realized and
expected losses from troubled and specially-serviced loans and the
expectation of increased interest shortfalls. Since Moody's last
review in April 2011, the servicer has recognized an additional
$77 million in appraisal reductions for specially serviced loans -
- recognition of lower prospects for recovery from the worst-
performing loans. The total appraisal reduction for the pool is
$175 million.

The affirmations are due to key parameters, including Moody's LTV
(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
approximately 14% of the current deal balance. At last review,
Moody's cumulative base expected loss was approximately 10%.
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 2.61 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.

The conduit model includes an IO calculator, 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 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
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 41 compared to a Herf of 43 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 27, 2011.

DEAL PERFORMANCE

As of the April 10, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 10% to $2.0 billion
from $2.2 billion at securitization. The Certificates are
collateralized by 167 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 42%
of the pool. The pool at last review included one loan with an
investment-grade credit estimate. The credit estimate was removed
from the loan as part of the current rating action. The loan, the
Walgreens Southern Portfolio Loan, is discussed in further detail
below. There are no defeased loans in the pool.

Thirty-five 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.

Thirteen loans have liquidated from the pool, resulting in an
aggregate realized loss of $60 million (50% average loan loss
severity). Losses at last review totaled $44 million. Currently,
21 loans, representing 21% of the pool, are in special servicing.
The largest specially-serviced loan is the Trinity Hotel Portfolio
Loan ($127 million -- 6% of the pool). The portfolio loan is
secured by 13 cross-collateralized and cross-defaulted hotel
properties located across eight states - Washington, California,
Colorado, New Jersey, New Mexico, Virginia, Utah and Idaho. The
hotel flags include Holiday Inn, Courtyard by Marriott, Marriott,
Crowne Plaza, and Hawthorn Suites. The loan transferred to special
servicing in November 2009 due to imminent default. The servicer
commenced foreclosure action in August 2011. Eleven of the 13
properties are now REO and owned by the Trust. The servicer has
recognized a $49 million appraisal reduction for the portfolio.

The remaining 20 specially serviced loans are secured by a mix of
commercial, retail, multifamily and hotel properties. The servicer
has recognized an aggregate $175 million appraisal reduction on 16
of the 20 specially serviced loans. Moody's estimates an aggregate
$199 million loss (overall 47% expected loss) for all specially
serviced loans.

Moody's has assumed a high default probability for 16 poorly-
performing loans representing 10% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $31 million loss
(15% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2010 and partial year 2011
operating results for 96% and 73% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 101% compared to 105% at last full
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 specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.34X and 1.04X, respectively, compared to
1.27X and 0.99X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan that had a credit estimate at last review is the Southern
Walgreens Portfolio Loan ($152 million -- 8% of the pool). The
portfolio consists of three cross-collateralized and cross-
defaulted loans secured by 42 retail properties which are leased
by Walgreen Co. stores. The properties are located in 16 states.
Walgreen's leases expire in 2077 with termination options
effective in 2027. On April 5, 2012, Moody's downgraded Walgreen
from A2 to A3, stable outlook. At securitization, Walgreen's
rating was Aa3, stable outlook. Moody's valuation for this loan
reflects the value of the underlying collateral as well as
Walgreen's credit rating. Because of the downgrade of Walgreen,
Moody's removed the credit estimate on this loan. Moody's current
LTV and stressed DSCR are 96% and 0.74X, respectively, the same as
at Moody's prior review.

The top three performing conduit loans represent 14% of the pool.
The largest loan is the Eastridge Mall Loan ($128 million -- 6% of
the pool), which is secured by a regional mall located in San
Jose, California. The mall is anchored by Sears (Moody's long term
corporate family rating B3, negative outlook), JC Penney (Moody's
senior unsecured rating Ba1, stable outlook) , and Macy's (Moody's
senior unsecured rating Baa3, stable outlook). The Sears and
Macy's stores together occupy 425,000 square feet and are not part
of the loan collateral. Property performance has been stable. The
loan was modified in 2010 to extend the maturity date from
September 20, 2011 to August 31, 2017. Moody's current LTV and
stressed DSCR are 98% and 0.97X, respectively, compared to 95% and
0.99X at last review.

The second-largest loan is the Shoreham Loan ($94 million -- 5% of
the pool). The loan is secured by a 46-story, 548-unit apartment
tower located in Chicago, Illinois. The apartment building is part
of a master-planned community in Chicago's East Loop, "Lakeshore
East". Magellan Development Group, LLC is the loan sponsor and the
developer of the Lakeshore East community. The loan had been on
the watchlist due to low DSCR, but was removed from the list as of
the April 2012 reporting period. Property performance has
improved, with an occupancy of 91% at year-end 2011, up from 83%
in December 2009. Moody's current LTV and stressed DSCR are 128%
and 0.65X, respectively, compared to 132% and 0.63X at last
review.

The third-largest loan is the Pamida Portfolio Loan ($64 million -
- 3% of the pool). The loan is secured by a headquarters-
distribution center in Omaha, Nebraska and 65 Pamida retail
stores, located in tertiary markets across 16 states. Michigan,
Iowa, and Indiana have the highest concentration of properties in
the portfolio. The portfolio is 100% leased to Pamida Stores
Operating Co., LLC under a master lease for a 15 year term. Pamida
is a chain of over 175 department stores located primarily in
rural parts of the Midwest. Stores often contain an on-site
pharmacy. Moody's current LTV and stressed DSCR are 74% and, 1.35X
respectively, compared to 75% and 1.34X at last review.


BEAR STEARNS 2003-TOP12: Fitch Lowers Rating on 6 Note Classes
--------------------------------------------------------------
Fitch Ratings has downgraded six classes and affirmed eight
classes of Bear Stearns Commercial Mortgage Securities Trust,
series 2003-TOP12 (BSCM 2003-TOP12).

The downgrades reflect a slight increase in Fitch modeled losses
across the pool.  The Negative Outlooks reflect the smaller-than-
average class sizes which continue to make those bonds susceptible
to downgrade.

Fitch modeled losses of 2% of the remaining pool; modeled losses
of the original pool are at 1.3%, including losses already
incurred to date.  Fitch expects the modeled losses associated
with the specially-serviced loan to impact the non-rated class O.

As of the April 2012 distribution date, the pool's aggregate
principal balance has been reduced by 43.2% to $649.50 million
from $1.161 billion at issuance, due to a combination of paydowns
(43%) and realized losses (0.2%).  Interest shortfalls totaling
$236,357 are currently affecting class O.

Fitch has identified 29 loans (36.4%) as Fitch Loans of Concern,
which includes one specially-serviced loan (0.8%) in foreclosure.

The largest contributor to modeled losses is a specially-serviced
loan (0.8%) secured by a 50,300 square foot retail property
located in Delray Beach, Florida.  The loan was transferred to
special servicing in January 2011 for payment default.
Foreclosure was filed and a receiver was appointed. The special
servicer continues to work out the loan.

Five other loans in the pool were modeled a loss.  Each of these
five loans was less than 1% of the current pool balance and the
loss modeled on each of these loans was less than a 10% loss
severity.

Fitch has downgraded and assigned Recovery Estimate (RE) to the
following class as indicated:

  -- $7.3 million class G to 'BBBsf' from 'BBB+sf'; Outlook
     Negative;
  -- $5.8 million class H to 'BBsf' from 'BBBsf'; Outlook
     Negative;
  -- $5.8 million class J to 'BBsf' from 'BB+sf'; Outlook
     Negative;
  -- $2.9 million class K to 'Bsf' from 'BBsf'; Outlook Negative;
  -- $2.9 million class L to 'Bsf' from 'BB-sf'; Outlook Negative;
  -- $2.9 million class M to 'CCCsf' from 'Bsf'; RE 70%.

Additionally, Fitch has affirmed the following classes as
indicated:

  -- $25.6 million class A-3 at 'AAAsf''; Outlook Stable;
  -- $487.3 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $30.5 million class B at 'AAAsf'; Outlook Stable;
  -- $31.9 million class C at 'AA+sf'; Outlook Stable;
  -- $13.1 million class D at 'AAsf'; Outlook Stable;
  -- $14.5 million class E at 'Asf'; Outlook Stable;
  -- $7.3 million class F at 'A-sf'; Outlook Negative;
  -- $2.9 million class N at 'CCCsf'; RE 0%.

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


BEAR STEARNS 2005-PWR9: S&P Lowers Rating on Class E Cert. to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2005-PWR9, 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.

"The downgrades reflect deterioration in the credit
characteristics of the pool collateral, which under our 'AAA'
scenario, yielded debt service coverage (DSC) of 0.92x and a
(loan-to-value) ratio of 161.0%. The downgrades further reflect
credit support erosion that we anticipate will occur upon the
eventual resolution of eight ($93.4 million, 5.2%) of the
transaction's 10 ($112.2 million, 6.3%) loans that are currently
with the special servicer," S&P said.

"The affirmed ratings on the principal and interest certificates
reflect subordination and liquidity support levels that are
consistent with the outstanding ratings. We affirmed our 'AAA
(sf)' ratings on the class X-1 and X-2 interest-only (IO)
certificates based on our current criteria," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted DSC of 1.36x and a LTV ratio of 122.7%. We further
stressed the loans' cash flows under our 'AAA' scenario to yield a
weighted average DSC of 0.92x and an LTV ratio of 161.0%. The
implied defaults and loss severity under the 'AAA' scenario were
76.1% and 37.0%. These DSC and LTV calculations exclude nine
defeased loans ($101.9 million, 5.7%) and eight ($93.4 million,
5.2%) of the transaction's 10 ($112.2 million, 6.3%) loans that
are currently with the special servicer. We separately estimated
losses for these loans and included them in our 'AAA' scenario
implied default and loss severity figures," S&P said.

                     CREDIT CONSIDERATIONS

"As of the April 11, 2012, trustee remittance report, eight ($95.2
million, 5.3%) loans in the pool were with the special servicer,
Situs Holdings LLC (Situs). According to Situs, two additional
loans, the Vista Plaza loan ($2.0 million, 0.1%) and the Baker
Waterfront Plaza loan ($15.0 million, 0.9%), were transferred to
special servicing subsequent to the April 2012 trustee remittance
report. The reported payment status of the specially serviced
loans is: one is in foreclosure ($5.2 million, 0.3%), six are 90-
plus days delinquent ($62.3 million, 3.5%), one is 60 days
delinquent ($2.0 million, 0.1%) and two are current ($42.7
million, 2.4%)," S&P said. Appraisal reduction amounts (ARAs)
totaling $34.6 million are in effect for seven of the specially
serviced loans. Details on the three largest loans currently with
the special servicer are:

"The 2 & 4 Gannett Drive loan ($27.7 million, 1.5%), the largest
specially serviced loan, is secured by two office buildings in
Harrison, N.Y., totaling 219,000 sq. ft. The loan, which has a
reported current payment status, was transferred to the special
servicer on Jan. 28, 2011, due to imminent default. The reported
DSC was 0.60x as of year-end 2011. According to Situs,
negotiations for a discounted payoff (DPO) with the borrower are
ongoing. We expect a moderate loss upon the eventual resolution of
this loan," S&P said.

"The Storage Bin Portfolio loan ($24.9 million, 1.4%), the second-
largest specially serviced loan, is collateralized by a portfolio
of five self-storage properties totaling 311,000 sq. ft. (2,741
units) in Southern New Jersey and Southeast Pennsylvania (two of
the properties are first phases of a two-phase project). The loan
has a reported 90-plus-days delinquent payment status and has a
total reported exposure of $27.1 million. The loan was transferred
to the special servicer on Oct. 11, 2010, due to imminent default.
An ARA of $16.8 million is in effect against this loan. According
to Situs, it has approved a final business plan that permits a
DPO, which is being documented, in the amount of $17.0 million
($12.0 million plus an existing $5.0 million letter of credit).
The borrower's year-end 2011 operating statements reported an
effective gross income of $2.2 million, operating expenses of $1.3
million, net operating income of $916,000, and net cash flow of
$870,000. The year-end 2011 reported DSC was 0.46x. We expect a
significant loss upon the eventual resolution of this loan," S&P
said.

"The Baker Waterfront Plaza loan ($15.0 million, 0.9%), the third-
largest loan with the special servicer, is secured by a 92,821-
sq.-ft. office building in Hoboken, N.J. The loan, which has a
reported current payment status, was transferred to special
servicing due to imminent default on April 12, 2012. For the nine
months ended Sept. 31, 2011, the reported DSC was0.24x and
occupancy at the collateral property was 60.7%. Situs is currently
evaluating workout strategies for this loan," S&P said.

"The remaining seven specially serviced loans have balances that
individually represent less than 0.9% of the total pool balance.
ARAs totaling $17.8 million are in effect against six of these
loans. We estimated losses for six of these loans, arriving at a
weighted average loss severity of 38.3%. It is our understanding
from Situs that it is negotiating a forbearance agreement with the
borrower for the remaining specially serviced," S&P said.

                    TRANSACTION SUMMARY

"As of the April 11, 2012, trustee remittance report, the trust
balance was $1.79 billion, which is 83.1% of the trust balance at
issuance. The pool includes 183 loans, down from 199 loans at
issuance. The master servicers, Wells Fargo Bank N.A. and
Prudential Asset Resources Inc., provided financial information
for 87.7% of the loans in the pool (by balance), 58.3% of which
was interim- or full- year 2011 data, and 29.4% was interim- or
full-year 2010 data," S&P said.

"We calculated a weighted average DSC of 1.39x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.36x and 122.7%. To date, the transaction has
experienced $20.0 million in principal losses in connection with
six assets. Fifty-nine loans ($582.7 million, 32.6%) in the pool
are on the master servicer's watchlist. Forty loans ($477.1
million, 26.7%) have a reported DSC of less than 1.10x, 32 of
which ($399.9 million, 22.4%) have a reported DSC of less than
1.00x," S&P said.

                     SUMMARY OF TOP 10 LOANS

"The top 10 loans have an aggregate outstanding pooled balance of
$579.1 million (32.4%). Using servicer-reported numbers, we
calculated a weighted average DSC of 1.19x for the top 10 loans.
Our adjusted DSC and LTV ratio for the top 10 loans were 1.13x and
114.3%. Three of the top 10 loans ($214.0 million, 11.9%) are on
the master servicer's watchlist," S&P said.

"The Trilogy Apartments loan ($135.9 million, 7.6%) is the largest
loan in the pool and the largest loan on the master servicer's
watchlist. The loan is secured by a 1,086-unit multifamily
property in Wyncote, Penn. The loan was recently modified and
returned to the master servicer on Nov. 7, 2011. The loan will
remain on the master servicer's watchlist for monitoring purposes.
According to Situs, the loan was modified with an A/B note
structure and its maturity date was extended to July 1, 2015. As
of year-end 2011, the reported DSC and occupancy was 1.64x and
94.0%," S&P said.

"The Marketplace at Seminole loan ($40.0 million, 2.2%) is the
sixth-largest loan in the pool and the second-largest loan on the
master servicer's watchlist. The loan is secured by a 308,778-sq.-
ft. retail property located in Sanford, Fla. The loan is on the
master servicer's watchlist due to a low reported DSC. As of year-
end 2010, the reported DSC was 0.93x. The reported occupancy was
86.0% as of December 2011," S&P said.

"The East Gate Square (Phase I) loan ($38.1 million, 2.1%) is the
seventh-largest loan in the pool and the third-largest loan on the
master servicer's watchlist. The loan is secured by a 230,723-sq.-
ft. retail property in Mt. Laurel, N.J. The loan is on the master
servicer's watchlist due to a low reported DSC. As of year-end
2010, the reported DSC was 0.82x. As of December 2011, the
reported occupancy was 71.0%," 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 lowered and 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 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 LOWERED

Bear Stearns Commercial Mortgage Securities Trust 2005-PWR9
Commercial mortgage pass-through certificates

                Rating
Class      To           From        Credit enhancement (%)
C          BB+ (sf)     BBB- (sf)                    10.89
D          BB- (sf)     BB (sf)                       9.54
E          B   (sf)     B+ (sf)                       7.89

RATINGS AFFIRMED

Bear Stearns Commercial Mortgage Securities Trust 2005-PWR9
Commercial mortgage pass-through certificates

Class    Rating                      Credit enhancement (%)
A-2      AAA (sf)                                     22.90
A-3      AAA (sf)                                     22.90
A-AB     AAA (sf)                                     22.90
A-4A     AAA (sf)                                     32.53
A-4B     AA (sf)                                      22.90
A-1A     AA (sf)                                      22.90
A-J      BBB+ (sf)                                    13.59
B        BBB (sf)                                     12.84
F        CCC- (sf)                                     6.69
X-1      AAA (sf)                                       N/A
X-2      AAA (sf)                                       N/A

N/A-Not applicable.


BEST BUY: Fitch Does Not Expect Store Closing to Affect Ratings
---------------------------------------------------------------
Fitch Ratings does not expect Best Buy's decision to close 50
stores this year to have a significant impact on the ratings of
CMBS deals.  Of the CMBS deals Fitch's rate, all have sufficient
diversification and credit enhancement to maintain their ratings
in the senior classes.  Many of the junior classes will not change
either, as they are already 'CCCsf' or below.

Best Buy announced the closures last month and published a list of
the stores to be closed last week.  Seven of the loans underlying
them are in CMBS deals and six of them are rated by Fitch.  Best
Buy announced that most locations will close permanently by the
end of May.

Overall Fitch believes the retail sector is stabilizing.  However,
the Best Buy closures highlight ongoing concerns with other
retailers including Sears, Gap, and Abercrombie & Fitch which are
selectively closing big box, anchor and in-line mall stores.
Borrowers will need to find alternative uses for that space or
subdivide it.


CAPITALSOURCE 2006-A: S&P Lowers Ratings on 5 Debt Classes to CCC-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from CapitalSource Real Estate Loan Trust 2006-A, a
commercial real estate collateralized debt obligation (CRE CDO)
transaction, and removed them from CreditWatch with negative
implications. "At the same time, we affirmed our rating on one
class and removed it from CreditWatch with negative implications,"
S&P said.

"The downgrades and affirmation reflect our analysis of the
transactions' liability structure and the credit characteristics
of the underlying collateral using our criteria in 'Global CDOs Of
Pooled Structured Finance Assets: Methodology And Assumptions,'
published Feb. 21, 2012. This criteria includes revisions to our
assumptions on correlations, recovery rates, and default patterns
and timings of the collateral. The criteria also includes
supplemental stress tests (largest obligor default test and
largest industry default test), which we considered in our
analysis. In our analysis, we also considered the amount of
defaulted assets held in the portfolio and our expected recovery
for the transaction," S&P said.

According to the April 16, 2012, trustee report, the transaction's
collateral totaled $1.04 billion, while its liabilities totaled
$1.05 billion, subsequent to the April 20, 2012, distribution
date. This is down from $1.30 billion at issuance. The
transaction's current asset pool includes:

  * 71 whole loans ($936.7 million, 90.1% of the collateral pool);

  * 14 CMBS tranches from 11 distinct transactions issued between
    2005 and 2011 ($67.6 million, 6.5%); and

  * Three subordinate-interest and/or mezzanine loans ($35.1
    million, 3.4%).

"The trustee report noted three defaulted loan assets ($7.1
million, 0.7%). Standard & Poor's estimated asset-specific
recovery rates for the defaulted loan assets in the 24% to 60%
range, with a weighted average recovery rate of 34.7%. We based
the recovery rates on information provided by the collateral
manager, special servicer, and third-party data providers," S&P
said. The defaulted loan assets are as set forth:

  * McRae-Florence Whole Loan ($3.3 million, 0.3%);

  * McRae-Chandler Whole Loan ($2.8 million, 0.3%); and

  * Kenton Healthcare Whole Loan ($0.9 million, 0.1%).

"We reviewed the credit characteristics of the publicly rated
underlying collateral using Standard & Poor's issued ratings. We
based our analyses on the unrated collateral on information
provided by NS Advisors II LLC, and trustee, Wells Fargo Bank
N.A., as well as market and valuation data from third-party
providers. CapitalSource Finance LLC, the named collateral
manager, has delegated collateral management responsibilities for
the transaction to NS Advisors II LLC, a wholly owned subsidiary
of Northstar Realty Finance Corp.," S&P said.

According to the trustee report, the deal is passing all three par
value coverage tests and interest coverage tests.

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 LOWERED AND REMOVED FROM CREDITWATCH

CapitalSource Real Estate Loan Trust 2006-A

          Rating               Rating
Class     To                   From
A-1A      B+ (sf)              BBB (sf)/Watch Neg
A-1R      B+ (sf)              BBB (sf)/Watch Neg
A-2A      BB+ (sf)             A (sf)/Watch Neg
A-2B      B+ (sf)              BBB (sf)/Watch Neg
B         CCC+ (sf)            BB+ (sf)/Watch Neg
C         CCC (sf)             BB+ (sf)/Watch Neg
D         CCC- (sf)            BB (sf)/Watch Neg
E         CCC- (sf)            B+ (sf)/Watch Neg
F         CCC- (sf)            B+ (sf)/Watch Neg
G         CCC- (sf)            B- (sf)/Watch Neg
H         CCC- (sf)            CCC+ (sf)/Watch Neg

RATING AFFIRMED AND REMOVED FROM CREDITWATCH

CapitalSource Real Estate Loan Trust 2006-A
                  Rating
Class     To                   From
J         CCC- (sf)            CCC- (sf)/Watch Neg


CAPTEC FRANCHISE: Moody's Cuts Rating on A-IO Securities to Caa3
----------------------------------------------------------------
Moody's Investors has upgraded five securities, downgraded three
securities, and confirmed ratings on one security from three
transactions sponsored by Captec Financial Group. The securities
are backed by franchise loans made to fast-food and casual dining
restaurants. The complete rating actions are as follows:

Issuer: Captec Franchise Trust 1999-1

Class C, Upgraded to Baa1 (sf); previously on Mar 8, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

Class A-IO, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: Captec Grantor Trusts 2000-1

Class A-2, Upgraded to Ba1 (sf); previously on Mar 8, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Class B, Upgraded to Caa1 (sf); previously on Mar 8, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Class A-IO, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: Franchise Loan Trust 1998-I

Class A-3, Upgraded to Ba1 (sf); previously on Mar 8, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Class B, Confirmed at Caa1 (sf); previously on Mar 8, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Class A-X IO, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Ratings Rationale

The upgrades are a result of the high levels of subordination
enhancement available to protect noteholders from the potential of
future collateral writedowns. As the deals amortize, the
sequential payment waterfall allows for subordination as a
percentage of pool balance to increase over time. The new ratings
reflect the underlying concentration and default risks in the
transaction as well as Moody's view on future performance of the
collateral properties.

As of March 25th reporting date, the Class A-3 note from the 1998-
1 transaction had 50% total credit enhancement, and the Class A-2
and Class B note from the 2000-1 transaction had 58% and 22%
credit enhancement, respectively. The Class C note from the 1999-1
transaction had 60% credit enhancement as of the February 29th
reporting date.

Collateral performance of the underlying pools continues to be
stable as the majority of formerly delinquent borrowers have been
made current through loan modifications. Many of these modified
loans however, carry balloon payments due at maturity exposing
subordinated bondholders to tail risk, in the event that these
loans default in the year which their balloon payments are due.
This has been accounted for in the rating actions.

In addition, while exposure to single franchise concepts such as
Taco Bell, Applebees, Wendy's will remain a credit negative for
these deals, the high levels of credit enhancement available to
noteholders will serve as a mitigant to the downside risk of major
brand deterioration, consistent with the rating actions.

The downgrades of the interest only (IO)securities are in direct
accordance with the new methodology which states that for IO
securities referencing multiple bonds that were not all investment
grade at closing, the new rating of the IO security will be the
minimum of "Ba3" and the weighted average current rating of all
referenced bonds based on current balance grossed up for write-
downs. For IO securities referencing a single pool, the new IO
rating will be the minimum of "Ba3", the highest rated bond in the
deal, and the rating corresponding to the pool's expected loss.

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 http://www.moodys.com/


CARNOW AUTO: S&P Rates $7MM Class D Fixed Notes 'BB'
----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CarNow Auto Receivables Trust 2012-1's $145.0 million
asset-backed notes.

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

The preliminary ratings are based on information as of April 25,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

  * "The availability of approximately 47.8%, 39.4%, 31.7%, and
    28.6% credit support for the class A, B, C, and D notes, based
    on stressed break-even cash flow scenarios (including excess
    spread). These credit support levels provide coverage of
    slightly more than 2.15x, 1.75x, 1.40x, and 1.25x our expected
    net loss range of 21.75%-22.25% for the class A, B, C, and D
    notes," S&P said.

  * "The timely interest and principal payments by our assumed
    legal final maturity dates made under stressed cash flow
    modeling scenarios that are appropriate to the assigned
    preliminary ratings," S&P said.

  * "Our expectation that under a moderate, or 'BBB', stress
    scenario, the ratings on the class A, B, C, and D notes would
    not decline by more than one rating category (all else being
    equal). These potential rating movements are consistent with
    our credit stability criteria, which outline the outer bound
    of credit deterioration equal to a one-category downgrade
    within the first year for 'AAA' and 'AA' rated securities, and
    a two-category downgrade within the first year for 'A' through
    'BB' rated securities under moderate stress conditions," S&P
    said.

  * The credit enhancement in the form of subordination,
    overcollateralization, a reserve account, and excess spread.

  * "The collateral characteristics of the subprime pool being
    securitized: the pool is 14 months seasoned and all of the
    loans have an original term of 48 months or less, which we
    expect will result in a faster pay down on the pool relative
    to many other subprime pools with longer loan terms and less
    seasoning," S&P said.

  * The experienced management team, most of whom have been with
    the company for more than 10 years.

  * "Our analysis of 12 years of static pool default and net loss
    data on Byrider Finance LLC's lending programs," S&P said.

  * Byrider Finance's more than 20-year history of originating,
    underwriting, and servicing subprime auto loans.

  * The transaction's payment and legal structures.


         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

PRELIMINARY RATINGS ASSIGNED
CarNow Auto Receivables Trust 2012-1

Class       Rating       Type           Interest      Amount
                                        rate     (mil. $)(i)
A           AA (sf)      Senior         Fixed        102.540
B           A (sf)       Subordinate    Fixed         17.534
C           BBB (sf)     Subordinate    Fixed         17.190
D           BB (sf)      Subordinate    Fixed          7.736

(i)The actual size of these tranches will be determined on the
pricing date.


CE GENERATION: Fitch Cuts Rating on $190MM Senior Notes to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded $190 million outstanding senior notes
($400 million original issue) due in 2018 at CE Generation LLC (CE
Gen) to 'BB+' from 'BBB-.' The downgrade hinges on lower than
expected revenue forecasts at CE Gen's portfolio of geothermal
projects, and projected financial metrics that are below the
investment grade rating category. The Rating Outlook has been
revised to Stable.

KEY RATING DRIVERS

-- Energy Revenue Correlated With Natural Gas: Almost 80% of
total energy revenues are exposed to variable Short-Run-Avoided-
Cost (SRAC) pricing beginning in May 2012. Fitch believes natural
gas prices, and therefore SRAC prices, will remain below prior
forecasts through 2018, reducing expected cash flow. Fitch
estimates SRAC energy prices in 2012 could reflect a 25 - 30%
decrease from fixed energy rates under the same revenue contracts
in 2011. Capacity prices continue to be fixed.

-- Highly Rated Geothermal Project Off-Takers: Geothermal output
is contracted under nine investment grade purchase power
agreements (PPAs); eight with Southern California Edison (SCE,
rated 'A-' with Stable Outlook, by Fitch) and one with Arizona
Public Service ('BBB-'; Stable Outlook). Production is 100%
contracted through 2016, and 84% contracted through 2018. Fitch
expects the geothermal projects will to renew or re-contract the
expiring PPAs due to Renewable Portfolio Standards in California.

-- Strong Geothermal Operations: The rating continues to benefit
from a diverse base of ten, well maintained geothermal projects
with strong operating histories, situated on an excellent
geothermal resource. The ten geothermal projects, held at a
subsidiary of CE Gen, together continue to perform at a capacity
factor of 92% or greater.

-- Weak Financial Metrics, But Short Maturity: Consolidated debt
service coverage improved in 2011 to 1.55 times (x) from 1.34x in
2010, as structurally senior debt service at the geothermal
projects began to step down. However, based on the conversion of
existing revenue contracts to SRAC pricing, projected debt service
coverage on a consolidated basis averages 1.24x through 2018, more
consistent with a 'BB' category rating. The six year remaining
debt term, relative to the long useful life of the asset, is a
meaningful mitigant.

WHAT COULD TRIGGER A RATING ACTION

-- Weak Geothermal Production: Deterioration of energy generation
at the geothermal projects, which provide 90% of residual cash
flow for debt service.

-- Lower Natural Gas Prices: Gas prices, a major input of the
SRAC formula, below current Fitch forecasts that further depress
SRAC energy prices.

-- Reduced SRAC exposure: Replacement of existing revenue
contracts with less volatile revenue contracts not based on SRAC
pricing.

SECURITY

The senior notes are secured by all assets of CE Gen, including
the residual cash flow of its portfolio of 13 energy projects, as
well as equity interests in the project companies, and all
operational and depository accounts.

CREDIT UPDATE

Fitch received updated cash flow forecasts from the issuer
incorporating revised output levels, SRAC prices, gas prices, cost
estimates, capital expenditures, and residual cash flow
distributions to CE Gen. Distributions from the geothermal
projects hover around 90% of total cash available for CE Gen debt
service in these forecasts. Fitch constructed its own rating case
using the following adjustments:

-- Total geothermal capacity of 92.0% annually through 2018,
matching the historical trend;

-- Revised SRAC pricing formula implemented in California in
January 2012. The new formula fixes heat rates through July 2015,
and allows heat rates to track the market heat-rates thereafter;

-- SRAC prices forecast under a low pricing environment,
reflecting a low of $4.27 per MMBtu. Fitch's gas prices correlate
to a low SRAC price of $45.77 per MWh in 2012. The Fitch SRAC
price is close to 28% below the fixed-rate energy prices earned in
2011;

-- Distributions from gas-fired projects held flat at historical
levels with no credit for possible higher priced revenue
contracts;

-- Levelized capex for the projected period, acknowledging that
forecast capex is discretionary and could be delayed at the
issuer's option;

-- Levelized operating expenses for the projected period,
mirroring the levelized capex which would also cause operating
costs to be more evenly spread. Note that no mandatory major
maintenance is deferred under this assumption.

Including the above adjustments, Fitch calculates average
consolidated debt service coverage in the rating case of 1.24x,
which is not commensurate with an investment grade rating for
thermal power projects. Fitch uses a consolidated debt service
rating case metric, instead of a project level metric, to
determine the total cash available within CE Gen to service debt
that exists at both the project and parent levels.

The agency notes that CE Gen's geothermal projects continue to
hold $138 million debt that is structurally senior to the
outstanding $190 million debt at CE Gen. The geothermal project
debt requires 1.50x debt service coverage in order to permit
upstream residual cash to CE Gen. These projects have amply
exceeded the 1.50x distribution trigger in the last three years
and Fitch does not see equity lock-up as a key risk to the project
profile at this time.

CE Gen's geothermal projects completed an ambitious four-year
capital expenditure program to replace piping systems in 2011 that
is expected to reduce operating expenses going forward by about
12% annually. Fitch viewed this investment favorably, and gave CE
Gen full credit for the reduced operating expenses in the rating
case metrics.

CE Gen is a special purpose holding company created solely to
issue the senior secured notes and hold the equity interests in 13
generating assets with an aggregate net ownership interest of 770
megawatts. CE Gen's ten geothermal facilities are located in the
Imperial Valley near Calipatria, California, and its three gas
fired facilities are located in Plattsburg, New York (Saranac);
Big Springs, Texas (Power Resources); and Yuma, Arizona (Yuma),
respectively. CE Gen is owned 50% by U.S. based MidAmerican Energy
Holdings Company (rated 'BBB+' with a Stable Outlook) and 50% by
Canadian based TransAlta USA Inc.


CHASE FUNDING: Moody's Downgrades Ratings on Two Tranches to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 20
tranches, upgraded the ratings of 15 tranches, and confirmed the
ratings of 16 tranches from eight RMBS transactions, backed by
Subprime loans, issued by Chase Funding trusts.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools.

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

The rating actions reflect recent collateral performance, Moody's
updated loss timing curves and detailed analysis of timing and
amount of credit enhancement released due to step-down. Moody's
captures structural nuances by running each individual pool
through a variety of loss and prepayment scenarios in the
Structured Finance Workstation(R)(SFW), the cash flow model
developed by Moody's Wall Street Analytics. This individual pool
level analysis incorporates performance variations across the
different pools and the structure of the transaction. When
assigning the final ratings to senior bonds, in addition to the
methodologies described above, Moody's considered the volatility
of the projected losses and timeline of the expected defaults.

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor).

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
Macroeconomic Board and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high between 8% to 9% and home prices
dropping another 2-3% from the levels seen in 1Q 2011.

Complete rating actions are as follows:

Issuer: Chase Funding Loan Acquisition Trust 2004-OPT1

Cl. M-1, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Ca (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to C (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

Issuer: Chase Funding Trust, Series 2002-2

Cl. IA-5, Upgraded to Baa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Upgraded to A3 (sf); previously on Mar 7, 2011
Downgraded to B1 (sf)

Cl. IIA-1, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Upgraded to B2 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. IM-2, Upgraded to Ca (sf); previously on Mar 7, 2011
Downgraded to C (sf)

Issuer: Chase Funding Trust, Series 2002-3

Cl. IA-5, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Downgraded to B3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. IM-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-1, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-2, Upgraded to Caa3 (sf); previously on Jan 31, 2012 C
(sf) Placed Under Review for Possible Upgrade

Cl. IB, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: Chase Funding Trust, Series 2002-4

Cl. IA-5, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Upgraded to B1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. IM-2, Upgraded to Caa3 (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

Cl. IIA-1, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

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

Cl. IIM-2, Confirmed at B1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: Chase Funding Trust, Series 2003-1

Cl. IA-5, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Upgraded to A3 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Downgrade

Cl. IIA-2, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: Chase Funding Trust, Series 2003-4

Cl. IA-5, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. IIA-2, Confirmed at A1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-1, Confirmed at B2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. IIB, Upgraded to Ca (sf); previously on Mar 7, 2011 Downgraded
to C (sf)

Issuer: Chase Funding Trust, Series 2003-5

Cl. IA-4, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Upgraded to A2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-5, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IM-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. IM-2, Downgraded to C (sf); previously on Mar 7, 2011
Downgraded to Caa3 (sf)

Cl. IIA-2, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-2, Downgraded to C (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

Cl. IIB, Confirmed at C (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

Issuer: Chase Funding Trust, Series 2003-6

Cl. IA-4, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-5, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IA-6, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. IA-7, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Cl. IIA-2, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. IIM-2, Downgraded to Ca (sf); previously on Mar 7, 2011
Downgraded to Caa2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282884

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details 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_SF237255


CIFC 2007-II: S&P Raises Rating on Class D Notes to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1-R, A-1-S, A2, B, C, and D notes from CIFC Funding 2007-II
Ltd., a U.S. collateralized loan obligation (CLO) transaction
managed by Commercial Industrial Finance Corp. "At the same time,
we affirmed our rating on the class A-1-J notes," S&P said.

"The upgrades reflect improved credit performance in the
underlying asset pool since January 2010, and the affirmation
reflects credit support that we believe is commensurate for the
current rating," S&P said.

"This transaction will be in its reinvestment period until April
15, 2014. With the exception of the revolving notes (class A-1-R),
all note balances are at 100%. According to the April 5, 2012,
trustee report, the class A-1-R notes had a balance of $85.5
million that can be increased to the commitment amount of $100
million. During the reinvestment period, the class A-1-R notes can
be prepaid at the direction of the collateral manager if the deal
is passing all of its coverage tests. In addition, the prepayment
of the class A-1-R notes will not reduce the commitment amount.
The most recent prepayment happened in April 2010," S&P said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on Jan. 29,
2010. This has benefited the rated notes, and is evidenced by a
significant decrease in obligations rated in the 'CCC' range. The
amount of 'CCC' rated obligations decreased by $63 million between
December 2009 and April 2012. In addition, the amount of defaulted
obligations decreased by $6 million over the same period," 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 ACTIONS

CIFC Funding 2007-II Ltd.
                        Rating
Class              To           From
A-1-R              AAA (sf)     AA+ (sf
A-1-S              AAA (sf)     AA+ (sf)
A2                 AA (sf)      A+ (Sf)
B                  A (sf)       BBB+ (sf)
C                  BBB (sf)     BB+ (sf)
D                  BB(sf)       B+ (sf)

RATING AFFIRMED

CIFC Funding 2007-II Ltd.
Class              Rating
A-1-J              AA+ (sf)


CITIGROUP COMMERCIAL: Limited Paydown Cues Fitch to Affirm Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed Citigroup Commercial Mortgage
Securities mortgage pass-through certificates, series 2005-EMG.

The affirmations reflect limited paydown of approximately 3% since
Fitch's last review along with stable performance.  Fitch has
designated three loans (1.5%) as Fitch Loans of Concern.  There
are no specially serviced loans.

As of the April 2012 distribution date, the pool's aggregate
principal balance has paid down by 77.3% to $163.9 million from
$772.1 million at issuance.  Interest shortfalls are currently
affecting classes M and L.

The largest loan in the pool (9.1%) is secured by a 144,378 square
foot (sf) mixed use property in Midtown Manhattan.  The servicer-
reported year-end 2010 debt service coverage ratio (DSCR) was 4.57
times (x).

The second largest loan in the pool (8.5%) is secured by a 254,518
sf retail property in Scarsdale, NY.  The property lost its
largest tenant, Linens N' Things in 2009 but has since leased the
space to a grocery store.  The servicer-reported year-end 2010
DSCR was 3.26x.

The third largest loan in the pool (6.8%) is secured by a 171 room
Red Roof Inn located in the Herald Square area of Manhattan.  The
servicer-reported year-end 2010 occupancy and DSCR were 90% and
2.41x respectively.

Fitch has affirmed the following classes:

  -- $77.2 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $46 million class A-J at 'AAAsf'; Outlook Stable;
  -- $7.2 million class B at 'AAAsf'; Outlook Stable;
  -- $2.7 million class C at 'AAAsf'; Outlook Stable;
  -- $5.4 million class D at 'AAAsf'; Outlook Stable;
  -- $1.8 million class E at 'AAsf'; Outlook Stable;
  -- $3.6 million class F at 'Asf'; Outlook Positive;
  -- $1.8 million class G at 'BBBsf'; Outlook Positive;
  -- $3.6 million class H at 'BBB-sf'; Outlook Stable;
  -- $8.1 million class J at 'BBsf'; Outlook Stable;
  -- $2.7 million class K at 'Bsf'; Outlook Stable;
  -- $1.8 million class L at 'CCCsf'; RE 100%;
  -- $1.8 million class M at 'Dsf'; RE 70%.

Fitch previously withdrew the rating of the interest-only class X.

Classes A-1, A-2 and A-3 have paid in full.


COLTS 2005-2: Fitch Raises $20MM Notes Rating from 'Bsf'
--------------------------------------------------------
Fitch Ratings has upgraded three classes of notes issued by CoLTS
2005-2, Ltd./Corp. (CoLTS 2005-2) as follows:

  -- $11,957,285 class B floating rate deferrable interest notes
     to 'AAAsf' from 'AAsf'; Outlook Stable;

  -- $34,000,000 class C floating rate deferrable interest notes
     to 'Asf' from 'BBBsf'; Outlook to Positive from Stable;

  -- $20,000,000 class D floating rate deferrable interest notes
     to 'BBsf' from 'Bsf'; Outlook Stable.

The upgrades are the result of increased credit enhancement to the
rated notes and the improved credit profile of the portfolio.  The
class A notes have paid in full on the March 2012 payment date,
along with approximately 25% of the class B note balance.
According to the trustee report dated March 5, 2012, the weighted
average rating factor (WARF) of the portfolio improved to 'B/B-'
from 'B-/CCC+', since the last rating review in May 2011.  Assets
considered at 'CCC+' or lower decreased to 24.1% from 38.3%.
Although defaulted assets increased to 10% from 1% of the
aggregate outstanding loan balance, the overcollateralization test
increased to 134.4% from 118.6%, relative to a trigger of 112.65%.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The currently assigned ratings appropriately reflect
their risk profile, with respect to the notes' position in the
remaining capital structure and the increasing concentration of
the portfolio.  Further, the assigned rating for the class D notes
addresses the continuing speculative nature of the notes, while
noting its improved performance since the last review.  The
Positive Outlook assigned to the class C notes reflect Fitch's
expectations that the class will perform at even higher rating
levels over the next one to two years, particularly following the
repayment of the class B notes.

CoLTS 2005-2 is a cash flow collateralized loan obligation that
closed Jan. 10, 2006 and is managed by Ivy Hill Asset Management,
L.P. (Ivy Hill), an affiliate of Ares Capital Corporation.  Ivy
Hill became manager through a sub-servicing agreement executed
with Structured Asset Investors, LLC, a wholly owned subsidiary of
Wachovia Bank, N.A. on June 15, 2009.  The remaining $76.9 million
performing portfolio is composed of 98.7% first lien and 1.3%
second lien loans, across 24 obligors.  There are no long-dated
assets in the portfolio; the remaining assets are expected to
mature prior to the legal final maturity date of CoLTS 2005-2,
which is the final payment date in December 2018.


COLTS 2007-1: Fitch Affirms 'Bsf' Rating on US$22.25MM Notes
------------------------------------------------------------
Fitch Ratings has affirmed five classes of notes issued by CoLTS
2007-1, Ltd./LLC. (CoLTS 2007-1) as follows:

  -- $159,773,141 class A floating-rate notes at 'AAAsf', Outlook
     Stable;

  -- $22,250,000 class B floating-rate notes at 'AAsf', Outlook
     Stable;

  -- $40,000,000 class C floating-rate deferrable interest notes
     at 'Asf', Outlook Stable;

  -- $21,215,000 class D floating-rate deferrable interest notes
     at 'BBBsf', Outlook Stable;

  -- $22,250,000 class E floating-rate deferrable interest notes
     at 'Bsf'; Outlook Stable.

The affirmations are the result of relatively stable performance
of the underlying collateral and credit enhancement to the rated
notes since the last review in May 2011.  Approximately 39% of the
original class A notes balance have paid down from the failures of
the class E overcollateralization (OC) in 2009 to 2010.  The
interest diversion test, which failed in June and September 2011,
diverted interest proceeds to the reinvestment of additional
collateral, helping maintain stable levels of credit enhancement.
The interest diversion test will no longer apply, however, as the
transaction exited its reinvestment period in March 2012.

According to the trustee report dated April 6, 2012, the
performance of the underlying portfolio of CoLTS 2007-1 slightly
improved since the last review in May 2011.  Credit deterioration
has remained relatively flat, as assets considered 'CCC+' or below
in the performing portfolio decreased to 7.0% from 18.9%, while
defaults have increased to 1.6% from 0.5% of the aggregate
outstanding loan balance.  The trustee-reported Fitch weighted
average rating factor (WARF) also improved to 'B' from 'B/B-',
relative to a trigger of 'B/B-'.  In addition, all OC ratios
continue to pass and remain at relatively stable levels since the
last review.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios,
as described in the report 'Global Criteria for Cash Flow Analysis
in CDOs'.  The currently assigned ratings appropriately reflect
their risk profile, with respect to the notes' position in the
remaining capital structure.  The assigned rating for the class E
notes also addresses its sensitivity to increased default
probabilities and distressed recovery amounts, which could be a
tail-risk of the amortizing portfolio.

CoLTS 2007-1 is a revolving cash flow collateralized loan
obligation (CLO) that closed Feb. 27, 2007 and is managed by Ivy
Hill Asset Management, L.P. (Ivy Hill), an affiliate of Ares
Capital Corporation.  Ivy Hill became manager through a sub-
servicing agreement executed with Structured Asset Investors, LLC,
on June 15, 2009.  The $279.1 million performing portfolio had
just exited its reinvestment period and is currently comprised of
96.6% first lien and 3.5% of second lien loans.




CRAFT EM 2006-1: Moody's Lowers Ratings on 2 Note Classes to Caa3
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of four
classes of notes issued by CRAFT EM CLO 2006-1 Ltd.

Issuer: CRAFT EM CLO 2006-1,Ltd.

    US$12.5M Class E-1 Credit Linked Notes Due 2012, Downgraded
    to Caa3 (sf); previously on May 17, 2010 Downgraded to Caa2
    (sf)

    US$12.5M Class E-2 Credit Linked Notes Due 2012, Downgraded
    to Caa3 (sf); previously on May 17, 2010 Downgraded to Caa2
    (sf)

    US$17.5M Class F-1 Credit Linked Notes Due 2012, Downgraded
    to C (sf); previously on Apr 6, 2009 Downgraded to Caa3 (sf)

    US$17.5M Class F-2 Credit Linked Notes Due 2012, Downgraded
    to C (sf); previously on Apr 6, 2009 Downgraded to Caa3 (sf)

This transaction is a synthetic balance sheet CDO referencing a
pool of bank originated emerging market corporate loans. A digital
recovery rate of 35% applies to reference entities which
experience a credit event.

Ratings Rationale

While the underlying pool has amortised from its initial size of
US$1 billion to US$521.61 million as of April 16, 2012,
accumulated losses of US$92.81 million on the portfolio have wiped
out the first loss piece of US$60 million and substantially eroded
Classes F-1 and F-2. In addition to the accumulated losses as
above, performing assets with credit quality equivalent to Caa1 or
worse total US$57.15 million.

As per the April 2012 Investor Report, Classes F-1 and F-2 have
experienced losses of 94%, leaving a miniscule US$2.19 million
subordination for Classes E-1 and E-2. Please refer "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009 for details on expected recoveries
associated with Caa (sf), Ca (sf), and C (sf) ratings.

For the majority of the underlying referenced assets, the
equivalent Moody's ratings used in Moody's analysis are obtained
through a mapping process between the originator's internal rating
scale and Moody's public rating scale. To compensate for the
absence of credit indicators such as ratings review and outlooks
in the mapped ratings, a half notch stress was applied to the
mapping scale.

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

In rating this transaction, Moody's used CDOROM to model the cash
flows and determine the loss for each tranche. The Moody's
CDOROM(TM) is a Monte Carlo simulation which takes the Moody's
default probabilities as input. Each corporate reference entity is
modelled individually with a standard multi-factor model
incorporating intra- and inter-industry correlation. The
correlation structure is based on a Gaussian copula. In each Monte
Carlo scenario, defaults are simulated. Losses on the portfolio
are then derived, and allocated to the notes in reverse order of
priority to derive the loss on the notes issued by the Issuer. By
repeating this process and averaging over the number of
simulations, an estimate of the expected loss borne by the notes
is derived. As such, Moody's analysis encompasses the assessment
of stressed scenarios.


CREST 2004-1: Fitch Cuts Rating on $18.2MM Class D Notes to 'CCsf'
------------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed 13 classes issued by
Crest 2004-1 Ltd./Corp (Crest 2004-1).

Since Fitch's last rating action in May 2011, approximately 24.8%
of the collateral has been downgraded and 10.2% has been upgraded.
Currently, 85.5% of the portfolio has a Fitch derived rating below
investment grade and 47.8% has a rating in the 'CCC' category and
below, compared to 86.6% and 45.4%, respectively, at the last
rating action. Over this period, the percentage of collateral
experiencing interest shortfalls has increased to 40.6% from
30.9%. Additionally, the class A notes have received $8 million in
paydowns, and the transaction has realized losses of approximately
$41.5 million since the last rating action.

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

For the class D through H notes, Fitch analyzed each class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class D notes have been downgraded and the class E and F notes
affirmed at 'CCsf', indicating that default is probable.
Similarly, the classes G and H notes have been affirmed at 'Csf',
indicating that default is inevitable.

The rating of the preferred shares addresses the likelihood that
investors will receive the ultimate return of the aggregate
outstanding rated balance by the legal final maturity date. The
assigned rating for the preferred shares indicates that default is
inevitable, as they are undercollateralized.

The Stable Outlook on the class A notes is primarily driven by
Fitch's view that the notes will continue to delever. The Negative
Outlook on the class B notes reflects the potential for further
losses on the underlying collateral. Fitch does not assign
Outlooks to classes rated 'CCC' and below.

Crest 2004-1 is a static collateralized debt obligation (CDO) that
closed on Nov. 18, 2004. The current portfolio consists of 120
bonds from 45 obligors, of which 96.5% are commercial mortgage
backed securities(CMBS) from the 1999 through 2004 vintages, 2.3%
are real estate investment trust (REIT) debt securities, and 1.2%
are structured finance CDOs.

Fitch has affirmed the following classes:

-- $117,793,574 class A notes at 'BBsf'; Outlook Stable;
-- $44,000,000 class B-1 notes at 'Bsf'; Outlook Negative;
-- $8,491,250 class B-2 notes at 'Bsf'; Outlook Negative;
-- $2,745,213 class C-1 notes at 'CCCsf';
-- $24,447,213 class C-2 notes at 'CCCsf';
-- $13,372,362 class E-1 notes at 'CCsf';
-- $14,011,067 class E-2 notes at 'CCsf';
-- $6,646,915 class F notes at 'CCsf';
-- $2,124,719 class G-1 notes at 'Csf';
-- $11,047,049 class G-2 notes at 'Csf';
-- $8,076,925 class H-1 notes at 'Csf';
-- $1,192,406 class H-2 notes at 'Csf';
-- $96,412,500 preferred shares notes at 'Csf'.

Fitch has downgraded the following class:

-- $18,267,884 class D notes downgraded to 'CCsf' from 'CCCsf'.


CREST 2001-1: Fitch Cuts Rating on $30MM Class C Notes to 'Csf'
---------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed two classes issued
by Crest 2001-1 Ltd./Corp (Crest 2001-1). The affirmations are a
result of delevering of the capital structure. The downgrade is a
result of increased interest shortfalls on the underlying
portfolio.

Since Fitch's last rating action in May 2011, approximately 15.9%
of the collateral has been downgraded and 23.4% has been upgraded.
Currently, 41.4% of the portfolio has a Fitch derived rating below
investment grade and 41% has a rating in the 'CCC' category and
below, compared to 59.6% and 37.9%, respectively, at the last
rating action. Over this period, the percentage of collateral
experiencing interest shortfalls has increased to 41% from 29%.
Additionally, the class B notes have received $26.1 million in
paydowns, and the transaction has realized losses of approximately
$2.4 million since the last rating action.

This transaction was analyzed under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Portfolio Credit Model (PCM) for projecting future default
levels for the underlying portfolio. The default levels were then
compared to the breakeven levels generated by Fitch's cash flow
model of the CDO under the various default timing and interest
rate stress scenarios, as described in the report 'Global Criteria
for Cash Flow Analysis in CDOs'. Fitch also analyzed the
structure's sensitivity to the assets that are distressed,
experiencing interest shortfalls, and those with near-term
maturities. While the breakeven rates in Fitch's global cash flow
model exceed the current ratings of the class B notes, an upgrade
was not warranted given the overall concentration of the
underlying portfolio as discussed below.

For the class C notes, Fitch analyzed the class' sensitivity to
the default of the distressed assets ('CCC' and below). Given the
high probability of default of the underlying assets and the
expected limited recovery prospects upon default, the class C
notes have been downgraded to 'Csf', indicating that default is
inevitable.

The Stable Outlook on the class B notes is primarily driven by
cushion in the modeling results. Fitch does not assign Outlooks to
classes rated 'CCC' and below.

Crest 2001-1 is a static collateralized debt obligation (CDO) that
closed on March 7, 2001. The current portfolio consists of 12
assets from nine obligors of which 81.6% are commercial mortgage
backed securities (CMBS) and 18.4% real estate investment trust
(REIT) debt.

Fitch has affirmed the following classes and revised Outlooks as
indicated:

-- $12,225,002 class B-1 at 'BBB-sf'; Outlook to Stable from
    Negative;

-- $14,262,502 class B-2 at 'BBB-sf'; Outlook to Stable from
    Negative.

Fitch has downgraded the following class as indicated:

-- $30,000,000 class C notes to 'Csf' from 'CCCsf'.


ESSEX PARK: S&P Says Balance of CCC-Rated Assets is $5.5-Million
----------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on five classes of notes from
Essex Park CDO Ltd., a collateralized loan obligation (CLO)
transaction managed by GSO Capital Partners L.P. "We also affirmed
our ratings on four classes from the same transaction," S&P said.

The rating actions reflect the increase in the level of credit
support available to the rated notes as the deal continues to
amortize and pay down the class A notes. Since our last review,
the class A notes, collectively, have paid down by over $65
million to 43% of their original issuance amounts. The principal
pay downs were a large factor in the increase of the class D
overcollateralization (O/C) test. The class D O/C ratio was
116.57% in March 2012, up from 112.63% in June 2011. The balance
of assets rated in the 'CCC' category is $5.5 million, 2.4% of the
total portfolio balance," S&P said.

"The balance of long dated securities has remained at $7.9 million
and now represents 0.87% of the total portfolio balance. Although
we expect this percentage to rise as the portfolio continues to
amortize, the credit risks due to market values is less pronounced
given the high O/C levels and the decrease in the balance of 'CCC'
rated assets since the June 2011 rating action," 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," 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

Essex Park CDO Ltd.

                   Rating
             To               From
B-1          AAA (sf)         AA (sf)/Watch Pos
B-2          AAA (sf)         AA (sf)/Watch Pos
C-1          AA+ (sf)         A (sf)/Watch Pos
C-2          AA+ (sf)         A (sf)/Watch Pos
D            BBB+ (sf)        BBB (sf)/Watch Pos

RATINGS AFFIRMED

Essex Park CDO Ltd.

            Rating
A-1a        AAA (sf)
A-1v        AAA (sf)
A-2a        AAA (sf)
A-2v        AAA (sf)


FANNIE MAE 2004-W3: S&P Lowers Rating on Class B-1 to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on 20
classes from Fannie Mae REMIC Trust 2004-W3. "Additionally, we
affirmed our rating on one other class from this transaction (see
list). Fannie Mae REMIC Trust 2004-W3 is a U.S. residential
mortgage-backed securities (RMBS) transaction collateralized by
reperforming mortgage loans," S&P said.

"We previously reviewed Fannie Mae REMIC Trust 2004-W3 as a
transaction primarily collateralized by FHA-insured or VA-
guaranteed residential mortgage loans. However, this transaction
is primarily backed by conventional loans, not by FHA- or VA-
guaranteed loans. Consequently, we used an incorrect loss severity
for the previous review. The corrected ratings reflect our review
using the correct loss severity, which we assumed to be 70%," S&P
said.

"We corrected 18 of the ratings to 'AA+ (sf)' to reflect their
guarantee by Fannie Mae, a U.S. government affiliated entity rated
'AA+'. Previously, we did not rely on this guarantee because the
lower assumed loss severity allowed these classes to withstand our
'AAA' stress scenario," S&P said.

Classes M and B-1 are not guaranteed by Fannie Mae and support the
Fannie Mae-guaranteed class A securities. As a consequence, the
revised loss severity assumption significantly affected these
support.

"The affirmation of the 'CC (sf)' rating on class B-2 reflects our
continued belief that projected credit enhancement for this class
will be insufficient to cover our projected loss. Class B-2 is
also not guaranteed by Fannie Mae," S&P said.

"Reperforming loan transactions are backed by loans that were
either delinquent or had delinquent payment histories at the time
of securitization. Previously, we projected defaults using
observed monthly losses to account for loans that may be
contractually delinquent but are still generating cash flow.
However, as these transactions age, reperforming loans that are
still classified as delinquent may exhibit a lower likelihood of
eventually achieving a current payment status. Therefore, we
adjusted our assumptions to utilize each transaction's cumulative
losses to date, pool factor, and assumed losses from the
delinquency pipeline to project defaults going forward. We applied
roll-rates on the delinquency pipeline by assuming 25% of 30-day
delinquencies default, 50% of 60-day delinquencies default, and
100% of 90-plus-day delinquencies, foreclosures, and real estate
owned assets default," S&P said.

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

            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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com

RATINGS CORRECTED

Fannie Mae REMIC Trust 2004-W3
Series      2004-W3
                               Rating
Class      CUSIP       To                   From
A-5        31393XVG9   AA+ (sf)             AAA (sf)
A-6        31393XVH7   AA+ (sf)             AAA (sf)
A-7        31393XVJ3   AA+ (sf)             AAA (sf)
A-8        31393XVK0   AA+ (sf)             AAA (sf)
A-11       31393XWR4   AA+ (sf)             AAA (sf)
A-16       31393XVN4   AA+ (sf)             AAA (sf)
A-20       31393XWW3   AA+ (sf)             AAA (sf)
A-30       31393XWB9   AA+ (sf)             AAA (sf)
A-36       31393XWY9   AA+ (sf)             AAA (sf)
A-37       31393XWZ6   AA+ (sf)             AAA (sf)
A-38       31393XXA0   AA+ (sf)             AAA (sf)
A-39       31393XXB8   AA+ (sf)             AAA (sf)
IO-1       31393XWH6   AA+ (sf)             AAA (sf)
IO-2       31393XE37   AA+ (sf)             AAA (sf)
IO-3       31393XE45   AA+ (sf)             AAA (sf)
PO         31393XWJ2   AA+ (sf)             AAA (sf)
2A-IO      31393XWK9   AA+ (sf)             AAA (sf)
3A-1       31393XWL7   AA+ (sf)             AAA (sf)
M          31393U7L1   CCC (sf)             AA (sf)
B-1        31393XWM5   CC (sf)              A (sf)

RATING AFFIRMED

Fannie Mae REMIC Trust 2004-W3
Series      2004-W3
Class      CUSIP         Rating
B-2        31393XD79     CC (sf)


FIRST REPUBLIC: Moody's Cuts Rating on Cl. B-5 Tranche to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded four tranches, and
confirmed the ratings on 10 tranches from three RMBS transactions
issued by First Republic Mortgage Loan Trust. The collateral
backing these deals consists primarily of first-lien, fixed and
adjustable rate prime jumbo residential mortgages. The actions
impact approximately $5.5 million of RMBS issued from 2001 to
2002.

Complete rating actions are as follows:

Issuer: First Republic Mortgage Loan Trust 2001-FRB1

Cl. B-2, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. B-4, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. B-5, Confirmed at B2 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: First Republic Mortgage Loan Trust 2002-FRB1

Cl. B-2, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. B-4, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. B-5, Downgraded to B3 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: First Republic Mortgage Loan Trust 2002-FRB2

Cl. B-1, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. B-2, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. B-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. B-4, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. B-5, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Ratings Rationale

The actions are a result of the recent performance review of Prime
pools originated before 2005 and reflect Moody's updated loss
expectations on these pools.

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

The methodology used in rating Interest-Only Securities was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

The rating action constitutes of a number of downgrades. The
downgrades are a result of deteriorating performance and
structural features resulting in higher expected losses for
certain bonds than previously anticipated. For e.g., for shifting
interest structures, back-ended liquidations could expose the
seniors to tail-end losses. The subordinate bonds in the majority
of these deals are currently receiving 100% of their principal
payments, and thereby depleting the dollar enhancement available
to the senior bonds. In Moody's current approach, Moody's captures
this risk by running each individual pool through a variety of
loss and prepayment scenarios in the Structured Finance
Workstation(R)(SFW), the cash flow model developed by Moody's Wall
Street Analytics. This individual pool level analysis incorporates
performance variances across the different pools and the
structural nuances of the transaction.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is 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
could vary from 1% to 3% for Jumbo pools.

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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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, the adjusted rate of
new delinquency would be 3.03% fif the base rate is 3.0%. 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 methodology
publication listed above.

When assigning the final ratings to senior bonds, in addition to
the methodologies described above, Moody's considered the
volatility of the projected losses and timeline of the expected
defaults. For bonds backed by small pools, Moody's also considered
the current pipeline composition as well as any specific loss
allocation rules that could preserve or deplete the
overcollateralization available for the senior bonds at different
pace.

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

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
Macroeconomic Board and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high between 8% to 9% and home prices
dropping another 2-3% from the levels seen in 1Q 2011.

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283046

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details 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


FOOTHILL CLO: S&P Raises Ratings on 2 Note Classes From 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A, B, C, D, E, and type I Q notes from Foothill CLO I Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Carlyle Investment Management LLC. "Simultaneously, we removed our
rating on the class A notes from CreditWatch, where we placed them
with positive implications on Feb. 10, 2012," S&P said.

"The transaction is in its reinvestment period (scheduled to end
February 2014). Credit support has strengthened mainly due to an
improvement in the credit quality of the assets and a lower level
of defaults since we lowered our ratings on all the classes in
February 2010 following the application of our September 2009
corporate collateralized debt obligation (CDO) criteria," S&P
said.

"As of the March 2012 trustee report, the transaction's asset
portfolio had $98,733 in defaulted assets, down from $17.086
million in the December 2009 trustee report, which we used for the
analysis in the February 2010 rating actions," S&P said.

In addition, the transaction's overcollateralization (O/C) ratios
have increased since February 2010. The trustee reported these O/C
ratios in the March 2012 monthly report:

  * The class B O/C ratio was 129.51%, compared with a reported
    ratio of 125.49% in December 2009;

  * The class C O/C ratio was 120.74% compared with a reported
    ratio of 116.99% in December 2009;

  * The class D O/C ratio was 113.85%, compared with a reported
    ratio of 110.31% in December 2009; and

  * The class E O/C ratio was 109.12%, compared with a reported
    ratio of 105.73% in December 2009.

Standard & Poor's will continue to review whether, in its opinion,
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 ACTIONS

Foothill CLO I Ltd.
                        Rating
Class              To           From
A                  AAA (sf)     AA+ (sf)/Watch Pos
B                  AA+ (sf)     AA (sf)
C                  A+ (sf)      A (sf)
D                  BBB+ (sf)    BBB (sf)
E                  BB+ (sf)     BB (sf)
Type I Q           BBB+ (sf)    BB (sf)

TRANSACTION INFORMATION

Issuer:             Foothill CLO I Ltd.
Coissuer:           Foothill CLO I Inc.
Collateral manager: Carlyle Investment Management LLC
Underwriter:        Deutsche Bank Securities Inc.
Indenture trustee:  Wells Fargo Bank N.A.
Transaction type:   Cash flow CDO


FRASER SULLIVAN II: S&P Raises Rating on Class E Notes to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1A, A-1B, A-2, B, C, D, and E notes from Fraser Sullivan CLO II
Ltd., a collateralized loan obligation (CLO) transaction managed
by Fraser Sullivan Investment Management LLC.

The upgrades mainly reflect improvements in the credit quality of
the assets in the transaction's underlying asset portfolios since
January 2010.

"We've observed many positive changes in the transaction since we
downgraded it in January 2010. Most notable is the large decrease
in the amount of defaulted and 'CCC' rated assets, as well as,
current pay obligations. The transaction had no defaulted and
current pay assets per the March 12, 2012, trustee report, which
we referenced for 's rating actions. This compares with $26.39
million in defaulted and $7.8 million in current pay assets noted
in the Dec. 11, 2009, trustee report, which we used for our last
action. Additionally, the transaction has about 5% of the
collateral in 'CCC' rated assets noted in the March 2012 trustee
report, compared with the more than 10% in the December 2009
report," S&P said.

"At the time of our January 2010 downgrades, the transaction's
portfolio held defaulted and current pay assets, which according
to the transaction documents, prompted haircuts to the
overcollateralization ratios. Because currently there aren't any
defaulted or current pay assets held, no haircuts were applied in
the March 2012 trustee report," S&P said.

"Additionally, the transaction is still in its reinvestment phase,
and all principal proceeds may be invested in new collateral until
December 2012. The amount of performing assets in the transaction
has increased due to reinvestments along with the decrease in
defaulted and 'CCC' rated assets. As a result of these
improvements in the transaction, the B, C, D, and E
overcollateralization (O/C) ratios have all improved more than
1.50%," S&P said.

"The A-1A, A-1B, B, and C notes can now support their original
ratings. We upgraded the A-2 notes two notches to 'AA+ (sf)', one
notch lower than their original ratings. The D and E notes were
previously capped by the top obligor test at 'CCC+ (sf)' and 'CCC-
(sf)'. The supplemental tests no longer constrain the D notes, and
we upgraded the notes to 'BB+ (sf)'. On the other hand, we capped
our rating on the E notes at 'CCC+ (sf)' due to the supplemental
test," 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 ACTIONS

Fraser Sullivan CLO II Ltd.
                          Rating
Class            To                    From
A-1A             AAA (sf)              AA+ (sf)
A-1B             AAA (sf)              AA+ (sf)
A-2              AA+ (sf)              AA- (sf)
B                AA (sf)               A (sf)
C                A (sf)                BB+ (sf)
D                BB+ (sf)              CCC+ (sf)
E                CCC+ (sf)             CCC- (sf)

TRANSACTION INFORMATION

Issuer:              Fraser Sullivan CLO II Ltd.
Coissuer:            Fraser Sullivan CLO II Inc.
Collateral manager:  Fraser Sullivan Investment Management LLC
Trustee:             Bank of America N.A.
Transaction type:    Cash flow CLO


GALAXY XII: S&P Gives 'BB' Rating on Class E Deferrable Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Galaxy
XII CLO Ltd./Galaxy XII CLO Inc.'s $369.5 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
    CDO Evaluator model, as assessed by Standard & Poor's using
    the assumptions and methods outlined in its corporate
    collateralized debt obligation (CDO) 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 collateral 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 0.7482%-13.8391%," 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.

  * "The transaction's interest diversion test, a failure of which
    during the reinvestment period will lead to the
    reclassification of up to 50% of excess interest proceeds that
    are available (before paying subordinated and incentive
    collateral management fees and uncapped administrative
    expenses and fees, topping up the expense reserve account, and
    paying uncapped hedge amounts and subordinated note payments)
    to principal proceeds for the purchase of additional
    collateral assets or, after the noncall period, to pay the
    notes sequentially, at the election of the collateral manager.
    Also, any principal proceeds that were classified as interest
    proceeds prior to the first determination date and unused
    proceeds that were classified as interest proceeds prior to
    the first two determination dates will be reclassified as
    principal proceeds before paying subordinated and incentive
    collateral management fees and uncapped administrative
    expenses and fees, topping up the expense reserve account, and
    paying uncapped hedge amounts and subordinated note 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
Galaxy XII CLO Ltd./Galaxy XII CLO Inc.

Class                   Rating            Amount
                                        (mil. $)
A                       AAA (sf)          251.50
B                       AA (sf)            55.00
C (deferrable)          A (sf)             28.00
D (deferrable)          BBB (sf)           19.00
E (deferrable)          BB (sf)            16.00
Subordinated notes      NR                 43.00

NR-Not rated.


GENESIS 2007-1: Moody's Lifts Rating on US$40MM Notes to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Genesis CLO 2007-1 Ltd.:

U.S.$70,000,000 Class C Senior Secured Deferrable Floating Rate
Notes Due October 10, 2014, Upgraded to Aa2 (sf); previously on
July 20, 2011 Upgraded to A2 (sf);

U.S.$50,000,000 Class D Secured Deferrable Floating Rate Notes Due
October 10, 2014, Upgraded to Baa3 (sf); previously on July 20,
2011 Upgraded to Ba1 (sf);

U.S.$40,000,000 Class E Secured Deferrable Floating Rate Notes Due
October 10, 2014, Upgraded to Caa1 (sf); previously on July 20,
2011 Upgraded to Caa2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A Notes and an
increase in the transaction's overcollateralization ratios since
the rating action in July 2011. Moody's notes that the Class A
Notes have been paid down by approximately $221 million or 43.6%
since the last rating action. Based on the latest trustee report
dated April 4, 2012, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 147.71%, 129.02%,
118.32% and 110.96%, respectively, versus July 2011 levels of
132.25%, 121.08%, 114.19% and 109.22%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the April 2012 trustee
report, the weighted average rating factor is currently 3677
compared to 3479 in July 2011.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes. Based on the Apr 2012 trustee report,
underlying securities that mature after the maturity date of the
notes currently make up approximately 43.4% of the underlying
portfolio. These investments potentially expose the notes to
market risk in the event of liquidation at the time of the notes'
maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $654 million,
defaulted par of $38.8 million, a weighted average default
probability of 17.28% (implying a WARF of 3511), a weighted
average recovery rate upon default of 49.65%, and a diversity
score of 54. 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.

Genesis CLO 2007-1 Ltd., issued in October 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2809)

Class A: +0

Class B: +0

Class C: +1

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (4214)

Class A: -0

Class B: -0

Class C: -2

Class D: -2

Class E: -2

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

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

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

3) 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.



GRANITE VENTURES: Moody's Raises Rating on US$6MM Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Granite Ventures II Ltd.:

U.S. $18,000,000 Class B Deferrable Floating Rate Senior
Subordinate Notes Due 2017, Upgraded to Aaa (sf); previously on
July 19, 2011 Upgraded to Aa3 (sf);

U.S. $15,000,000 Class C Deferrable Floating Rate Subordinate
Notes Due 2017, Upgraded to A3 (sf); previously on July 19, 2011
Upgraded to Ba1 (sf);

U.S. $6,000,000 Class D Deferrable Floating Rate Subordinate Notes
Due 2017, Upgraded to Ba1 (sf); previously on July 19, 2011
Upgraded to Ba3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in July 2011. Moody's notes that the Class A-1
Notes have been paid down by approximately 69% or $104.5 million
since the last rating action. Based on the latest trustee report
dated April 3, 2012, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 151.14%, 127.27%,
112.46, and 107.46%, respectively, versus June 2011 levels of
129.29%, 116.74%, 108.00%, and 104.86%, respectively. The current
overcollateralization ratios do not reflect the paydown of $33
million to the Class A-1 notes on the most recent payment date in
April. The transaction's WARF has been stable since the last
rating action in July 2011.

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 $111.5 million,
defaulted par of $2.0 million, a weighted average default
probability of 13.56% (implying a WARF of 2463), a weighted
average recovery rate upon default of 48.97%, and a diversity
score of 34. 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.

Granite Ventures II Ltd., issued in December of 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1970)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: +2
Class D: +2

Moody's Adjusted WARF + 20% (2955)

Class A-1: 0
Class A-2: 0
Class B: -1
Class C: -2
Class D: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

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

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

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


GREENWICH CAPITAL: Moody's Cuts Ratings on 6 Cert. Classes to C
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes
and downgraded 15 classes of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2007-GG9, Commercial Mortgage
Pass-Through Certificates, Series 2007-GG9. Eight classes remain
on review for possible downgrade. Moody's rating actions are as
follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-AB, Affirmed at Aaa (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-1-A, Affirmed at Aaa (sf); previously on Mar 19, 2007
Definitive Rating Assigned Aaa (sf)

Cl. A-M, Downgraded to A1 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Aaa (sf) Placed Under Review
for Possible Downgrade

Cl. A-MFL, Downgraded to A1 (sf) and Remains On Review for
Possible Downgrade; previously on Jan 27, 2012 Aaa (sf) Placed
Under Review for Possible Downgrade

Cl. A-J, Downgraded to Ba2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Baa1 (sf) Placed Under
Review for Possible Downgrade

Cl. B, Downgraded to Ba3 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Baa2 (sf) Placed Under
Review for Possible Downgrade

Cl. C, Downgraded to B2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Ba1 (sf) Placed Under Review
for Possible Downgrade

Cl. D, Downgraded to B3 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Ba2 (sf) Placed Under Review
for Possible Downgrade

Cl. E, Downgraded to Caa1 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Ba3 (sf) Placed Under Review
for Possible Downgrade

Cl. F, Downgraded to Caa2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 B1 (sf) Placed Under Review
for Possible Downgrade

Cl. G, Downgraded to Ca (sf); previously on Jan 27, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. H, Downgraded to C (sf); previously on Jan 27, 2012 Caa1 (sf)
Placed Under Review for Possible Downgrade

Cl. J, Downgraded to C (sf); previously on Jan 27, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. K, Downgraded to C (sf); previously on Jan 27, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. L, Downgraded to C (sf); previously on Jan 27, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. M, Downgraded to C (sf); previously on Jan 27, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. N, Downgraded to C (sf); previously on Jan 27, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. O, Affirmed at C (sf); previously on Mar 24, 2011 Downgraded
to C (sf)

Cl. X, Affirmed at Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf) and Placed Under Review for Possible Downgrade

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 higher credit quality dispersion.
Eight of the downgraded classes remain on review for possible
downgrade due to the uncertainty about potential losses and
interest shortfalls resulting from the resolution of several large
specially serviced 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.

On January 27, 2012 Moody's placed 15 classes on review for
possible downgrade. This action concludes that review.

Moody's rating action reflects a cumulative base expected loss of
10.5% of the current balance. At last full review, Moody's
cumulative base expected loss was 7.8%. 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 2.61 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.

The conduit model includes an 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 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 32 compared to 38 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 24, 2011.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 11% to $5.87
billion from $6.58 billion at securitization. The Certificates are
collateralized by 176 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten loans representing
45% of the pool. Two loans, representing 9% of the pool, have
investment grade credit estimates. There are no defeased loans.

Forty-eight loans, representing 33% 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 since
securitization, resulting in an aggregate $120.1 million loss (39%
loss severity on average). Realized losses at last review totaled
$49.1 million. Currently 35 loans, representing 26% of the pool,
are in special servicing. The largest loan in special servicing is
the Schron Industrial Portfolio loan ($305 million -- 5.2% of the
pool). The loan is secured by 36 industrial properties located on
Long Island, New York. The loan transferred into special servicing
in December 2010 due to payment default and is currently in the
process of foreclosure. Meanwhile, the special servicer is in
discussions with the borrower regarding possible loan modification
options. The portfolio had a recent appraised value of $191
million as of February 1, 2012.

The second and third specially serviced loans are the Peachtree
Center Loan and Hyatt Regency - Bethesda Loan, represent 3.5% and
2.4%, respectively, of the pool. The Peachtree Center Loan ($207.6
million) is in the midst of a modification and the Hyatt Regency
Loan ($140.0 million) is in foreclosure. The remaining specially
serviced loans are secured by a mix of property types. The master
servicer has recognized an aggregate $394.9 million appraisal
reduction for the specially serviced loans. Moody's has estimated
an aggregate loss of $440.2 million (39% expected loss on average)
for the specially serviced loans.

Moody's has assumed a high default probability for 27 poorly
performing loans representing 8% of the pool and has estimated a
$72.4 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 98% and 100% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 111% compared to 117% at last full
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 8.9%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.32X and 0.88X, respectively, compared to
1.28X and 0.85X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest loan with a credit estimate is the 590 Madison Avenue
Loan ($350 million -- 6.0% of the pool), which is secured by a 1.0
million square foot (SF) Class A office building located in
Midtown Manhattan. The loan is interest only for its entire ten
year term. The property was 91% leased as of December 2011
compared to 90% at last review. Property performance is in line
with last review. Moody's current credit estimate and stressed
DSCR are Aa3 and 1.54X, respectively, compared to Aa3 and 1.51X at
last review.

The second loan with a credit estimate is the Merchandise Mart
Loan ($175 million -- 3.0% of the pool), which represents a pari-
passu interest in a $350 million loan. The loan is interest only
for its entire ten year term. There is additional mezzanine debt
of $300 million. The loan is secured by 3.4 million SF mixed-use
office and design showroom building located in Chicago, Illinois.
The property was 92% leased as of December 2011 compared to 93% at
last review. Property performance has declined since last review
due to a decrease in base rents and increase in expenses and real
estate taxes. Moody's current credit estimate and stressed DSCR
are Baa3 and 1.39X, respectively, compared to A1 and 1.57X at last
review.

The top three performing conduit loans represent 19% of the pool
balance. The largest loan is the John Hancock Tower & Garage at
Clarendon Loan ($640.5 million -- 10.9% of the pool), which is
secured by a 1.7 million SF Class A office building and 2,013
space garage located in Boston, Massachusetts. The loan is
interest only for its entire ten year term. The property was 98%
leased as of December 2011 compared to 93% at last review. Boston
Properties purchased the property in December 2010 and has
improved property performance by increasing occupancy and
decreasing expenses. Bain Capital recently expanded its space from
208,000 SF (12% of the net rentable area (NRA)) to 270,000 SF (15%
of NRA) in the fall of 2011. However, Bain Capital does not begin
paying rent until January 2014. Moody's analysis reflects a
stabilized value for this asset. Moody's LTV and stressed DSCR are
119% and 0.77X, respectively, compared to 120% and 0.77X at last
review.

The second largest loan is the 667 Madison Avenue Loan ($250
million -- 4.3% of the pool), which is secured by a 250,000 SF
Class A office building located in Midtown Manhattan. The loan is
interest only for its entire ten year term. The property was 97%
leased as of December 2011 compared to 99% at last review. Moody's
LTV and stressed DSCR are 106% and 0.87X, respectively, compared
to 108% and 0.85X at last review.

The third largest loan is the TIAA RexCorp Long Island Portfolio
($235.9 million -- 4.0% of the pool), which is secured by five
suburban office buildings totaling 1.2 million SF located in Long
Island, New York. The loan is interest only for its entire ten
year term. The portfolio was 87% leased as of April 2010 compared
to 86% at last review. Property performance has declined since
last review due to lower base rent and increase in operating
expenses. Moody's LTV and stressed DSCR are 122% and 0.82X,
respectively, compared to 112% and 0.89X at last review.

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


GMACM MORTGAGE: Moody's Cuts Rating on Cl. M-2 Tranche to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 30
tranches and confirmed the ratings of 10 tranches from seven RMBS
transactions, backed by prime jumbo loans, issued by GMAC.

Ratings Rationale

The actions are a result of the recent performance review of Prime
pools originated before 2005 and reflect Moody's updated loss
expectations on these pools.

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

The methodology used in rating Interest-Only Securities was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

The downgrades are a result of deteriorating performance and/or
structural features resulting in higher expected losses for
certain bonds than previously anticipated. For example, for
shifting interest structures, back-ended liquidations could expose
the seniors to tail-end losses. The subordinate bonds in the
majority of these deals are currently receiving 100% of their
principal payments, and thereby depleting the dollar enhancement
available to the senior bonds. In Moody's current approach,
Moody's captures this risk by running each individual pool through
a variety of loss and prepayment scenarios in the Structured
Finance Workstation(R)(SFW), the cash flow model developed by
Moody's Wall Street Analytics. This individual pool level analysis
incorporates performance variances across the different pools and
the structural nuances of the transaction

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is 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 is
set at 3% for Jumbo and which is typically higher than the average
rate of new delinquencies for larger pools.

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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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, 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 methodology publication listed above.

When assigning the final ratings to senior bonds, in addition to
the methodologies, Moody's considered the volatility of the
projected losses and timeline of the expected defaults. For bonds
backed by small pools, Moody's also considered the current
pipeline composition as well as any specific loss allocation rules
that could preserve or deplete the overcollateralization available
for the senior bonds at different pace.

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor).

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

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's
Macroeconomic Board and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high between 8% to 9% and home prices
dropping another 2-3% from the levels seen in 1Q 2011.

Complete rating actions are as follows:

Issuer: GMACM Mortgage Loan Trust 2003-AR1

Cl. A-4, Downgraded to A2 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. A-5, Downgraded to A2 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-6, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to A2 (sf)

Cl. M-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Caa3 (sf); previously on Apr 21, 2011
Downgraded to Caa1 (sf)

Issuer: GMACM Mortgage Loan Trust 2003-J9

Cl. A-8, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-13, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to A1 (sf); previously on Apr 21, 2011
Downgraded to Aa1 (sf)

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J1

Cl. A-3, Downgraded to A2 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Cl. A-13, Downgraded to A1 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Financial Guarantor: MBIA Insurance Corporation (B3 placed on
review for possible downgrade on Dec 19, 2011)

Cl. A-20, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-21, Downgraded to A3 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Cl. PO, Downgraded to A2 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J3

Cl. A-2, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Baa2 (sf); previously on Apr 21, 2011
Downgraded to Aa3 (sf)

Cl. A-4, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-8, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-9, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-10, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

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

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J4

Cl. A-6, Downgraded to A3 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to A3 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

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

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J5

Cl. A-4, Confirmed at A1 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-5, Confirmed at A1 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-6, Confirmed at A1 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-7, Confirmed at A3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Downgrade

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: GMACM Mortgage Loan Trust 2004-J6

Cl. 1-A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-4, Downgraded to A3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-7, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to Baa2 (sf); previously on Apr 21, 2011
Downgraded to A1 (sf)

Cl. IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283060

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details 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


GREYWOLF CLO I: S&P Raises Rating on Class E Notes to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, D, and E notes from Greywolf CLO I Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Greywolf Capital Management L.P. "Simultaneously, we removed the
ratings from CreditWatch, where we placed them with positive
implications on Feb. 10, 2012. At the same time we affirmed our
'AAA (sf)' rating on the class S notes," S&P said.

"The transaction is in its reinvestment period (scheduled to end
February 2014). Credit support has strengthened mainly due to an
improvement in the credit quality of the assets and a lower level
of defaults since we downgraded all the classes in February 2010
following the application of our September 2009 corporate
collateralized debt obligation (CDO) criteria," S&P said.

"As of the March 2012 trustee report, the transaction's asset
portfolio had no defaulted assets, down from $19.375 million in
the January 2010 trustee report, which we used for the analysis in
the February 2010 rating actions," S&P said.

In addition, the transaction's overcollateralization (O/C) ratios
have increased since February 2010. The trustee reported these O/C
ratios in the March 2012 monthly report:

  * The class B O/C ratio was 130.62%, compared with a reported
    ratio of 121.56% in January 2010;

  * The class C O/C ratio was 122.57% compared with a reported
    ratio of 114.07% in January 2010;

  * The class D O/C ratio was 114.14%, compared with a reported
    ratio of 106.22% in January 2010; and

  * The class E O/C ratio was 110.52%, compared with a reported
    ratio of 102.76% in January 2010.

"We affirmed our rating on the class S notes because we believe
the class has sufficient credit support to maintain the current
rating," S&P said.

Standard & Poor's will continue to review whether, in its opinion,
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 ACTIONS

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

TRANSACTION INFORMATION
Issuer:             Greywolf CLO I Ltd.
Coissuer:           Greywolf CLO I Corp.
Collateral manager: Greywolf Capital Management L.P.
Underwriter:        Goldman Sachs & Co.
Indenture trustee:  The Bank of New York Mellon
Transaction type:   Cash flow CDO


GSC GROUP: S&P Raises Rating on Class D Notes to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, B, C, and D notes from GSC Group CDO Fund VIII Ltd., a
collateralized loan obligation (CLO) transaction managed by GSC
Partners. "At the same time, we affirmed the rating on class A-1,"
S&P said.

"The upgrades mainly reflect improvements in the credit quality of
the assets in the transaction's underlying asset portfolio since
January 2010. The affirmation reflects sufficient credit support
available to the notes at the current rating level," S&P said.

The transaction has two more years in its reinvestment phase, and
it may reinvest principal proceeds in new collateral until April
2014.

The performance improvements in the transaction since our Jan. 26,
2010, downgrade have benefited the rated notes. In particular, the
amount of defaulted assets and 'CCC' rated obligations has
decreased significantly.

"Based on the Feb. 21, 2012, trustee report, which we referenced
for the rating actions, the transaction contained $5 million of
defaulted assets, compared with almost five times that number at
$24.74 million noted in the Dec. 21, 2009, trustee report, which
we used for our last actions. Additionally, the transaction
reported $28.51 million in 'CCC' rated assets in the February 2012
trustee report. The similar number in the December 2009 report was
$57.40 million," S&P said.

"There are less severe haircuts applied in the calculation of the
overcollateralization (O/C) ratios for the defaulted and excess
'CCC' rated assets in the February 2012 report, compared with the
December 2009 report," S&P said.

"As a result, the A-2, B, C, and D O/C ratios have improved on
average about 3%. We upgraded the A-2 and B notes one notch up to
'AA- (sf)' and 'A- (sf)' respectively, one notch lower than their
original rating. The top obligor test previously capped the C and
D notes at 'CCC- (sf)'. The supplemental tests do not constrain
the class C notes at this time, and we have raised the rating to
'BB+ (sf)' as a result. The top obligor test drives the 'B+ (sf)'
rating on the class D notes," 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 ACTIONS

GSC Group CDO Fund VIII Ltd.
                         Rating
Class            To                    From
A-2              AA- (sf)              A+ (sf)
B                A- (sf)               BBB+ (sf)
C                BB+ (sf)              CCC- (sf)
D                B+ (sf)               CCC- (sf)

RATING AFFIRMED

GSC Group CDO Fund VIII Ltd.
Class            Rating
A-1              AA+ (sf)

TRANSACTION INFORMATION

Issuer:              GSC Group CDO Fund VIII Ltd.
Coissuer:            GSC Group CDO Fund VIII Corp.
Collateral manager:  GSC Partners
Trustee:             U.S. Bank N.A.
Transaction type:    Cash flow CLO


GULF STREAM-COMPASS: Moody's Lifts Rating on US$8MM Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Gulf Stream-Compass CLO 2002-1, Ltd.:

U.S.$10,950,000 Class C Floating Rate Senior Subordinated Notes
Due December 19, 2014, Upgraded to Aaa (sf); previously on August
1, 2011 Upgraded to A1 (sf);

U.S.$11,850,000 Class D Floating Rate Senior Subordinated Notes
Due December 19, 2014, Upgraded to A3 (sf); previously on August
1, 2011 Upgraded to Baa3 (sf);

U.S.$8,000,000 Class E Floating Rate Subordinated Notes Due
December 19, 2014, Upgraded to B2 (sf); previously on August 1,
2011 Upgraded to Caa2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in August 2011. Moody's notes that the Class A
Notes have been paid down by approximately $56.4 million or 65%
since the last rating action. Based on the latest trustee report
dated March 12, 2012, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 153.85%, 131.42%,
113.51% and 103.95%, respectively, versus June 2011 levels of
130.69%, 119.27%, 108.97% and 102.96%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on the March 2012 trustee
report, the weighted average rating factor is currently 2999
compared to 2587 in June 2011.

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 $77 million,
defaulted par of $4 million, a weighted average default
probability of 13.83% (implying a WARF of 3074), a weighted
average recovery rate upon default of 48.87%, and a diversity
score of 34. 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.

Gulf Stream-Compass CLO 2002-1, Ltd. issued in December 2002, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2632)

Class A: +0

Class B: +0

Class C: +0

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3948)

Class A: -0

Class B: -0

Class C: -0

Class D: -2

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. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

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

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

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


HEWETTS ISLAND: Moody's Lifts Ratings on US$14MM Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Hewetts Island CLO IV, Ltd.:

U.S. $33,000,000 Class B Second Priority Senior Secured Floating
Rate Notes Due 2018, Upgraded to Aa2 (sf); previously on August
22, 2011 Upgraded to Aa3 (sf);

U.S. $14,500,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes Due 2018, Upgraded to A2 (sf); previously on
August 22, 2011 Upgraded to A3 (sf);

U.S. $11,000,000 Class D-1 Fourth Priority Mezzanine Deferrable
Floating Rate Notes Due 2018, Upgraded to Baa3 (sf); previously on
August 22, 2011 Upgraded to Ba1 (sf); and

U.S. $3,000,000 Class D-2 Fourth Priority Mezzanine Deferrable
Fixed Rate Notes Due 2018, Upgraded to Baa3 (sf); previously on
August 22, 2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of an improvement in the credit quality of on
the underlying portfolio. Moody's notes that Moody's adjusted WARF
has declined to 2560 from 2700 since the last rating action. Such
decline is due to decrease in the percentage of securities with
ratings on "Review for Possible Downgrade" or with a "Negative
Outlook." The transaction's overcollateralization ratios are
stable versus the levels reported at the last rating action.

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 $367.1 million,
defaulted par of $5.0 million, a weighted average default
probability of 15.84% (implying a WARF of 2560), a weighted
average recovery rate upon default of 48.78%, and a diversity
score of 65. 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.

Hewetts Island CLO IV, 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, 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% (2047)

Class A: 0

Class B: +1

Class C: +2

Class D-1: +3

Class D-2: +3

Class E: +2

Moody's Adjusted WARF + 20% (3071)

Class A: 0

Class B: -3

Class C: -2

Class D-1: -1

Class D-2: -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. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Delevering: The main source of uncertainty in this transaction
is whether delevering from unscheduled principal proceeds will
occur after the deal exits its reinvestment period in May 2012 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) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings.


HUDSON CANYON: S&P Raises Rating on Class C Notes From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of notes from Hudson Canyon Funding II Ltd., a
collateralized loan obligation (CLO) backed by corporate
loans. INVESCO Senior Secured Management Inc. manages the
transaction. "At the same time, we affirmed our rating on one
other class in the transaction," S&P said.

"This transaction is currently in its reinvestment phase which
will continue until April 2013. Since our January 2010 rating
actions, the deal has benefited from improvement in the credit
quality of the transaction's portfolio. The amount of defaulted
assets decreased to $3.71 million according to the March 2012
trustee report from $14.00 million according to the December 2009
trustee report, which we used for our January 2010 action. Over
the same time period, the assets rated in the 'CCC' range also
decreased to $6.13 million from $19.08 million. As a result of
this and other factors, the deal has experienced increases in the
class A, B, and C overcollateralization (O/C) ratios," S&P said.

The affirmation reflects credit support that is commensurate with
the current rating on class A-1.

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 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 RAISED

Hudson Canyon Funding II Ltd.
                Rating
Class        To          From
A-2          AA+ (sf)    A+ (sf)
B            A- (sf)     BBB- (sf)
C            BBB (sf)    BB+ (sf)

RATING AFFIRMED

Hudson Canyon Funding II Ltd.
Class          Rating
A-1            AA+ (sf)


JP MORGAN ACCEPTANCE: Fitch Revises Rating on Cl. 1-A4 to 'Csf'
---------------------------------------------------------------
Fitch Ratings has revised the rating on one class in J.P. Morgan
Acceptance Corporation I 2005-S1. Class 1-A4 was downgraded from
'Csf' to 'Dsf' on Jan. 24, 2012 in error based on incorrect data
reported on the December 2011 trustee report by the trustee. Had
the trustee not reported a realized loss for this class, Fitch
would not have downgraded the rating on it. No other classes were
affected by the reporting error.

Fitch has revised the following rating:

J.P. Morgan Acceptance Corporation I 2005-S1
-- Class 1-A4 (46627MAD9) to 'Csf'; RE 80%.


JPMCC 2002-C1: Moody's Cuts Ratings on 2 Cert. Classes to 'C(sf)'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of two classes,
downgraded three classes and affirmed eight classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2002-C1 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Aug 14, 2002
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Mar 3, 2006 Upgraded to
Aaa (sf)

Cl. C, Upgraded to Aaa (sf); previously on Jul 9, 2007 Upgraded to
Aa1 (sf)

Cl. D, Upgraded to Aa1 (sf); previously on Sep 6, 2007 Upgraded to
Aa2 (sf)

Cl. E, Affirmed at A2 (sf); previously on Sep 6, 2007 Upgraded to
A2 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Sep 6, 2007 Upgraded
to Baa1 (sf)

Cl. G, Affirmed at Ba1 (sf); previously on Aug 14, 2002 Definitive
Rating Assigned Ba1 (sf)

Cl. H, Affirmed at B1 (sf); previously on Sep 2, 2010 Downgraded
to B1 (sf)

Cl. J, Downgraded to Caa3 (sf); previously on Sep 2, 2010
Downgraded to Caa1 (sf)

Cl. K, Downgraded to C (sf); previously on Sep 2, 2010 Downgraded
to Caa3 (sf)

Cl. L, Downgraded to C (sf); previously on Sep 2, 2010 Downgraded
to Ca (sf)

Cl. M, Affirmed at C (sf); previously on Sep 2, 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 increased credit support due to loan
payoffs and amortization. The pool has paid down by 38% since
Moody's last full review.

The downgrades are due to higher than expected realized and
anticipated losses from troubled and specially serviced loans. The
pool now contains nine specially serviced loans, representing 14%
of the pool, compared to two loans, representing 1% of the pool,
at 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
6.5% of the current balance. At last review, Moody's cumulative
base expected loss was 3.5%. The current cumulative base expected
loss represents a higher percentage of the pool than at last
review because of significant pay downs, although on a dollar
basis the cumulative base expected losses have only increased by
$3 million. Realized losses have increased from 1.7% of the
original balance to 1.8% 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, 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 2.61 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.

The conduit model includes an IO calculator, 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 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
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 compared to 36 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 May 25, 2011.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 56% to $361.9
million from $816.6 million at securitization. The Certificates
are collateralized by 62 mortgage loans ranging in size from less
than 1% to 11% of the pool, with the top ten non-defeased loans
representing 45% of the pool. Eleven loans, representing 22% of
the pool, have defeased and are secured by U.S. Government
securities.

Thirty loans, representing 44% 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, resulting in a
realized loss of $14.3 million (42% loss severity overall).
Currently nine loans, representing 14% of the pool, are in special
servicing. The largest specially serviced loan is the Donelson
Corporate Center Loan ($11.8 million -- 3.3% of the pool), which
is secured by a 233,500 square foot (SF) office building located
in Nashville Tennessee. The loan was transferred to special
servicing in January 2012 due to maturity default. The property is
performing and is 97% occupied as of December 2011. The largest
tenant occupies 76% of the NRA and has a lease expiration in 2018.
Because loan performance has been stable, Moody's is not expecting
a loss to occur.

The remaining eight specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $15 million
loss for the specially serviced loans (50% expected loss on
average).

Moody's has assumed a high default probability for six poorly
performing loans representing 12% of the pool and has estimated an
aggregate $9 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
100% of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 71% compared to 74% 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%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.51X and 1.61X, respectively, compared to
1.45X and 1.52X 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 22% of the pool balance.
The largest loan is the Aramark Tower Loan ($41.3 million --
11.4%), which is secured by a 32-story, 634,000 SF Class A office
building located in Center City Philadelphia, Pennsylvania. The
property serves as the world headquarters for Aramark Services,
Inc. which leases 60% of the net rentable are (NRA) through
September 2018. As of September 2011, the property was 94% leased,
the same as at last review. Although occupancy has been stable
since last review, performance has declined due to lower rental
revenues. The master servicer is expecting a full pay off by the
next remittance statement. Moody's LTV and stressed DSCR are 63%
and 1.72X, respectively, compared to 65% and 1.65X at last full
review.

The second largest loan is the 4th & Battery Office Loan ($22.2
million -- 6.1%), which is secured by a 201,000 SF office building
located in downtown Seattle, Washington. As of December 2011, the
property was 99% leased compared to 97% at last review. Although
occupancy has been stable since last review, performance has
declined due to lower rental revenues and increased expenses.
There is also some near term lease roll over, as the lease for the
second largest tenant, which leases 25% of the NRA, expires in
2012. Moody's has stressed the cash flow to reflect the potential
roll over, as well as in anticipation for some refinance risk as
this loan matures in August 2012. Moody's LTV and stressed DSCR
are 98% and 1.10X, respectively, compared to 90% and 1.20X at last
full review.

The third largest loan is the Hamilton Mill Business Center Loan
($17.3 million - 4.8%), which is secured by a 550,000 SF single
tenant industrial property located in Buford, Georgia. The
property is 100% leased to Office Depot through 2017. Performance
has increased slightly due to an overall increase in base rents
from rent steps. The loan matures in July 2017 and due to the
single tenant nature of the building, Moody's used a dark/lit
analysis to stress the value of the property. Moody's LTV and
stressed DSCR are 83% and 1.24X, respectively, compared to 82% and
1.25X at last review.


JPMCC 2002-CIBC4: Moody's Cuts Rating on F Certificates to 'C'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
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 Ba2 (sf); previously on Mar 22, 2012
Downgraded to A2 (sf) and Placed Under Review for Possible
Downgrade

Cl. D, Downgraded to B2 (sf); previously on Mar 22, 2012
Downgraded to Baa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. E, Downgraded to Caa3 (sf); previously on Mar 22, 2012
Downgraded to B2 (sf) and Placed Under Review for Possible
Downgrade

Cl. F, Downgraded to C (sf); previously on Mar 22, 2012 Downgraded
to Ca (sf) and Placed Under Review for Possible Downgrade

Cl. G, Affirmed at C (sf); previously on Mar 22, 2012 Downgraded
to C (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, Downgraded to Caa2 (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, specifically the
largest loan in the pool, Highland Mall.

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
44.4% of the current balance. At last review, Moody's cumulative
base expected loss was 35%. Realized losses have stayed
essentially the same since last review, at about 3.5% of the
original balance, increasing only $30,000 due to the liquation 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 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 2.61 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.

The conduit model includes an IO calculator, 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 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
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 6 compared to 7 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 21, 2011.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 12% to $163.7
million from $798.9 million at securitization. The Certificates
are collateralized by 29 mortgage loans ranging in size from less
than 1% to 37% of the pool, with the top ten loans representing
76% of the pool. One loan, representing 1.5% of the pool, has
defeased and is secured by U.S. Government securities. Defeasance
at last review represented 5.6% of the pool.

Fourteen loans, representing 38% 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, resulting in a
realized loss of $27.8 million (42% loss severity overall).
Currently seven loans, representing 49% of the pool, are in
special servicing. The largest specially serviced loan is the
Highland Mall Loan ($61 million -- 37.3% of the pool), which is
secured by a 487,000 square foot (SF) regional mall located in
Austin, Texas. At securitization, the mall was shadow anchored by
J.C. Penny, Dillard's and Macy's. J.C. Penny closed its store in
2006, followed by both Dillard's and Macy's in 2011. Overall
inline occupancy has dropped significantly, declining to 31% as of
March 2011. Austin Community College has purchased the vacant
anchor space and owns all three boxes. Additionally, the college
owns the land under the in-line shops. The ground lease runs
through 2070. Austin Community College plans to develop the
property into classrooms and administrative offices once either
the ground lease expires, or all the tenants have vacated and they
purchase the improvements from the trust. The master servicer has
deemed this loan non recoverable and the loan is currently REO
(real estate owned). At last review, Moody's assumed a small
recovery on this loan from the liquidation proceeds, however due
to the amount of outstanding advances and the low prospects for
property improvement, Moody's is projecting that there will be no
recovery upon liquidation. The most recent appraisal, dated Arpil
2011, valued the property at $20.1 million.

The remaining six specially serviced properties are secured by a
mix of property types. Moody's estimates an aggregate $71.2
million loss for the specially serviced loans (87% expected loss
on average).

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 87%
of the pool. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 70% compared to 72% 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 1.32X and 1.62X, respectively, compared to
1.30X and 1.57X 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. All three of these loans have remained stable since
the last review, with no significant changes. The master servicer
is expecting a full pay off on the top two loans next month, and
the third largest loan is fully amortizing and matures in 2022.


JPMCC 2012-C6: Fitch Rates $18.4MM Securities 'Bsf'
---------------------------------------------------
Fitch Ratings has assigned the following ratings to J.P. Morgan
Chase Commercial Mortgage Securities Trust 2012-C6, Commercial
Mortgage Pass-Through Certificates, Series 2012-C6:

  -- $54,007,000 class A-1 'AAAsf'; Outlook Stable;
  -- $145,182,000 class A-2 'AAAsf'; Outlook Stable;
  -- $491,685,000 class A-3 'AAAsf'; Outlook Stable;
  -- $102,891,000 class A-SB 'AAAsf'; Outlook Stable;
  -- $892,986,000* class X-A 'AAAsf'; Outlook Stable;
  -- $99,221,000 class A-S 'AAAsf'; Outlook Stable;
  -- $56,697,000 class B 'AAsf'; Outlook Stable;
  -- $25,514,000 class C 'A+sf'; Outlook Stable;
  -- $28,349,000 class D 'A-sf'; Outlook Stable;
  -- $55,280,000** class E 'BBB-sf'; Outlook Stable;
  -- $1,418,000** class F 'BBB-sf'; Outlook Stable;
  -- $15,591,000** class G 'BBsf'; Outlook Stable;
  -- $18,427,000** class H 'Bsf'; Outlook Stable.

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

Fitch does not rate the $39,688,408** class NR or the
$240,964,408** interest-only class X-B.

A detailed description of Fitch's rating analysis including key
rating drivers, stresses, rating sensitivity, analysis, model,
criteria application and data adequacy is available in Fitch's
Presale Report.


JPMCM 2003-CIBC7: Moody's Affirms 'C' Ratings on 2 Note Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
J.P. Morgan Commercial Mortgage Finance Corp. Series 2003-CIBC7 as
follows:

Cl. A-4, Affirmed at Aaa (sf); previously on Jan 14, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jan 14, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed at Aaa (sf); previously on Jul 23, 2007 Upgraded
to Aaa (sf)

Cl. C, Affirmed at Aaa (sf); previously on Jul 23, 2007 Upgraded
to Aaa (sf)

Cl. D, Affirmed at Aa3 (sf); previously on Sep 2, 2010 Confirmed
at Aa3 (sf)

Cl. E, Affirmed at A3 (sf); previously on Sep 2, 2010 Downgraded
to A3 (sf)

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

Cl. G, Affirmed at Ba3 (sf); previously on Sep 2, 2010 Downgraded
to Ba3 (sf)

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

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

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

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

Cl. X-1, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

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
3.3% of the current balance. At last full review, Moody's
cumulative base expected loss was 4.4%. 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

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 2.61 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 38 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 May 25, 2011.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 48% to $772.2
million from $1.473 billion at securitization. The Certificates
are collateralized by 151 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans representing 28%
of the pool. Twenty-three loans, representing 25% of the pool,
have defeased and are secured by U.S. government securities. There
are two loans, representing 10% of the pool, with investment grade
credit estimates.

Twenty-six loans, representing 14% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Nine loans have been liquidated from the pool since
securitization, resulting in a realized loss of $38.6 million (37%
loss severity overall). Six loans, representing 3% of the pool,
are in special servicing. Moody's has estimated an $8.3 million
loss (37% expected loss) for these specially serviced loans.

Moody's has assumed a high default probability for ten poorly
performing loans representing 7.0% of the pool and has estimated a
$9.9 million loss (19% expected loss based on a 50% probability of
default) from these ten troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 94% and 57% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 72%, compared to 84% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 10.8% to the most recently available net operating income.
Moody's value reflects a weighted average capitalization rate of
9.6%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.57X and 1.66X, respectively, compared to
1.46X and 1.42X, 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 largest loan with a credit estimate is the One Post Office
Square loan ($54.4 million -- 7.0% of the pool), which is secured
by a 766,462 SF Class A office building located in Boston's
financial district. The loan represents a 50% pari passu interest
in a $108.8 million A note. The property is also encumbered by a
$49.9 million non-pooled B note. The largest tenants include
Putnam Investments (32% of the net rentable area (NRA); lease
expiration March 2019) and Sullivan & Worcester (18% of the NRA;
lease expiration December 2021). As of December 2011, the property
was 89% leased versus 94% as of July 2010. Financial performance
declined slightly in concert with lower occupancy and new tenant
leases with lower expense recoveries over new base years. Moody's
credit estimate and stressed DSCR are Aa1 and 2.44X, respectively,
compared to Aa1 and 2.18X at last review.

The second loan with a credit estimate is the Brown Noltemeyer
Apartments Portfolio ($25.7 million -- 3.3%), which encompasses
five cross-collateralized and cross-defaulted loans secured by
eight multifamily properties located in Louisville, Kentucky. The
loans are amortizing on a 17-year schedule and have paid down 7.5%
since last review and 38% since securitization. Performance is
consistent with the prior review based on December 2010 financial
results. Moody's credit estimate and stressed DSCR are Aa1 and
2.48X, respectively, compared to Aa1 and 2.25X at last review.

The top three conduit loans represent 9.4% of the pool. The
largest conduit loan is the Potomac Run loan ($41.2 million --
5.3% of the pool), which is secured by a 361,375 SF community
shopping center located 25 miles from Washington, D.C. in
Sterling, Virginia. The property contains 12 retail tenants with
12,000 SF or more and is shadow anchored by Target. As of June
2011, the property was 98% leased, the same as last review and
securitization. The electronics retailer HH Gregg signed a lease
in March 2010 for the 33,000 SF of former Circuit City space.
Financial performance has improved since last review due to the HH
Gregg lease. Moody's LTV and stressed DSCR are 96% and 1.04X,
respectively, compared to 116% and 0.86X at last review.

The second largest conduit loan is the Danka Portfolio loan ($18.3
million -- 2.4% of the pool), which is secured by three single
tenant office and industrial buildings located in St. Petersburg,
Florida. The single tenant is Danka Office Imaging Company, a
subsidiary of business solutions provider Konica Minolta. Due to
concerns about exposure to a single, non-credit tenant, Moody's
analysis included a "dark" scenario, which accounts for single-
tenant risk by incorporating the expected value of the property if
the tenant vacates. Moody's LTV and stressed DSCR are 72% and
1.67X, respectively, compared to 73% and 1.65X at last review.

The third largest conduit loan is the River Landing Apartments
loan ($13.1 million -- 1.7% of the pool), which is secured by a
340-unit multi-family property located in Myrtle Beach, South
Carolina. Financial performance has improved since last review.
Moody's LTV and stressed DSCR are 80% and 1.18X, respectively,
compared to 96% and 0.98X at last review.


KATONAH X: S&P Raises Rating on Class E Notes to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of notes from Katonah X CLO Ltd., a collateralized loan
obligation (CLO) transaction backed by corporate loans. Katonah
Debt Advisors manages the transaction. "At the same time, we
affirmed our ratings on five other classes in the transaction,"
S&P said.

"This transaction is currently in its reinvestment phase, which
will continue until May 2013. Since our January 2010 review, the
deal has benefited from improvement in the credit quality of the
transaction's portfolio. The amount of defaulted assets decreased
to $.70 million according to the March 2012 trustee report from
$19.47 according to the December 2009 report, which we used for
our January 2010 action. Over the same time period, assets rated
in the 'CCC' range also decreased to $26.13 million from $60.34.
As a result of this and other factors, the deal has experienced
increases in the class A/B, C, D, and E overcollateralization
(O/C) ratios," S&P said.

"In the January 2010 analysis, the class E rating was constrained
at 'B+ (sf)' by the application of the largest obligor default
test. The top obligor tests no longer constrain the class E
ratings based on our current analysis," S&P said.

The affirmations reflect credit quality commensurate with the
classes' current rating levels.

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

            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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Katonah X CLO Ltd.
                Rating
Class        To          From
D            BBB (sf)    BBB- (sf)
C            A+ (sf)     A- (sf)
E            BB (sf)     B+ (sf)

RATINGS AFFIRMED

Katonah X CLO Ltd.
Class          Rating
A-1a           AAA (sf)
A-1b           AA+ (sf)
A-2a           AA+ (sf)
A-2b           AA+ (sf)
B              AA (sf)


LANDMARK V: S&P Raises Rating on Class B-2L Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1L, A-2L, A-3L, B-1L, and B-2L notes from Landmark V CDO Ltd., a
collateralized loan obligation (CLO) transaction managed by
Aladdin Capital Management LLC. "Simultaneously, we removed the
ratings from CreditWatch, where we placed them with positive
implications on Feb. 10, 2012," S&P said.

"The transaction is currently in its amortization phase. The
upgrades mainly reflect a paydown to the class A-1 notes since we
lowered our ratings on the notes in January 2010. Since that time,
the transaction has paid down the class A-1 notes by approximately
$70 million, reducing the balance to about 70.4% of the original
balance," S&P said.

"The improved performance in the transaction's collateral pool
since our Jan. 21, 2010, downgrade has also benefited the rated
notes. In particular, the amount of defaulted assets and 'CCC'
rated obligations has decreased significantly," S&P said.

"According to the March 22, 2012, trustee report, which we
referenced for the rating actions, the transaction held $9.2
million of defaulted assets, compared with $40.4 million noted in
the December 2009 trustee report. Additionally, the transaction
held $19.1 million in 'CCC' rated assets, down from $34.4 million
during the same period," S&P said.

"Based on our analysis, we raised our ratings on the class A-1L,
A-2L, A-3L, B-1L, and B-2L notes to levels that appropriately
reflect the current credit enhancement levels, the portfolio
credit quality, and the transaction's performance. We note that
our rating on the class B-2L notes is driven by our largest
obligor test at 'CCC+', compared with 'CCC-' at our previous
review," 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

Landmark V CDO Ltd.
                     Rating       Rating
Class                To           From
A-1L                 AAA (sf)     AA+ (sf)/Watch Pos
A-2L                 AA+ (sf)     A+ (sf)/Watch Pos
A-3L                 A+ (sf)      BBB+ (sf)/Watch Pos
B-1L                 BBB- (sf)    BB+ (sf)/Watch Pos
B-2L                 CCC+ (sf)    CCC- (sf)/Watch Pos


LB COMMERCIAL: Moody's Cuts Rating on Class E Certs. to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes,
confirmed three classes and affirmed 12 classes LB Commercial
Mortgage Trust 2007-C3 Commercial Mortgage Pass-Through
Certificates, Series 2007-C3 as follows:

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

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

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

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

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

Cl. A-4B, 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-1A, Affirmed at Aaa (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. A-M, Downgraded to A1 (sf); previously on Feb 1, 2012 Aa3 (sf)
Placed Under Review for Possible Downgrade

Cl. A-MB, Downgraded to A1 (sf); previously on Feb 1, 2012 Aa3
(sf)
Placed Under Review for Possible Downgrade

Cl. A-MFL, Downgraded to A1 (sf); previously on Feb 1, 2012 Aa3
(sf)
Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to B2 (sf); previously on Feb 1, 2012 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. A-JFL, Downgraded to B2 (sf); previously on Feb 1, 2012 B1
(sf)
Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B3 (sf); previously on Feb 1, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Caa1 (sf); previously on Feb 1, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Caa2 (sf); previously on Feb 1, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Caa3 (sf); previously on Feb 1, 2012 Caa2
(sf)
Placed Under Review for Possible Downgrade

Cl. F, Confirmed at Ca (sf); previously on Feb 1, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. G, Confirmed at Ca (sf); previously on Feb 1, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. H, Confirmed at Ca (sf); previously on Feb 1, 2012 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. J, Affirmed at C (sf); previously on Oct 22, 2009 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Oct 22, 2009 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Oct 22, 2009 Downgraded
to C (sf)

Cl. X, Affirmed at Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf) and Placed Under Review for Possible Downgrade

RATINGS RATIONALE

On February 1, 2012, 12 CMBS classes were placed on review for
possible downgrade. This review concludes the action.

The downgrades are due to projected interest shortfalls from
specially serviced loans and the deterioration in the credit
support caused by realized and anticipated losses from specially
serviced and troubled loans.

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

Moody's rating action reflects a cumulative base expected loss of
11.1% of the current balance. At last review, Moody's cumulative
base expected loss was 10.7%. Moody's stressed scenario loss is
25.9% of the current balance. Realized losses have increased to
2.5% of the original balance from 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 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 2.61 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.

The conduit model includes an IO calculator, 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 IO calculator 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 19 compared to 21 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 8.3 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 February 24, 2011.

DEAL PERFORMANCE

As of the April 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 12% to $2.83
billion from $3.23 billion at securitization. The Certificates are
collateralized by 107 mortgage loans ranging in size from less
than 1% to 15% of the pool, with the top ten loans representing
57% of the pool. Loan representing 98% of the pool are either full
or partial term interest-only. The pool's weighted average
maturity (WAM) is 60 months. The pool contains two loans with
investment-grade credit estimates, representing 2% of the pool.

Twenty-one loans, representing 27% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

The liquidation of eight loans at an overall 66% loss severity and
principle write-downs of two modified loans generated an aggregate
realized loss of $82.1 million since securitization. Thirty-six
loans, representing 25% of the pool, are currently in special
servicing. The largest specially serviced loan is the 237 Park
Avenue Loan ($419.6 million -- 14.8% of the pool), which is
secured by a 1.1 million square foot (SF) Class A office building
located in the Grand Central office sub-market of New York City.
At securitization the loan was also encumbered by a $225.4 million
B-Note and $225.0 million in mezzanine debt. The loan transferred
to special servicing in January 2010 due to imminent default. The
loan was modified to allow full monthly payment on the A-note debt
service, building expenses and partial payment of the B-note debt
service to the extent that cash is available. The A-note is
current. As of January 2012, the building was 82% leased compared
to 89% at last review. The largest tenants are JW Thompson (23% of
the net rentable area (NRA)), Credit Suisse (23% of the NRA) and
JPMorgan Chase (22% of the NRA). Moody's NCF at securitization
incorporated significant revenue growth based on the strength of
the New York's office market and the expectation that the
property's cash flow would increase as leases rolled. As of
December 2011, the property's net operating income was $38.3
million compared to $41.2 million at securitization. A 2010
appraisal report indicates a value of $618.0 million, or $522 per
square foot. Moody's does not estimate a loss from this loan at
the moment.

The second largest specially serviced loan is the Larken Portfolio
Loan ($172.0 million -- 6.1% of the pool), which is secured by a
portfolio comprised of 20 office, retail and industrial properties
located in New Jersey. The loan was transferred to special
servicing in May 2009 due to imminent default. As of January 2012,
the portfolio was 82% leased compared to 79% at last review and
99% at securitization. The servicer is discussing a loan
modification with the borrower.

The third largest specially serviced loan is the Westshore Cove
Loan ($50.0 million -- 1.8% of the pool), which is secured by a
689-unit, multi-family apartment complex in Tampa, Florida. The
loan was transferred to special servicing in September 2008 for
payment default. As of December 2009, the property was 85% leased.
The property is REO and the servicer anticipates listing it for
sale shortly.

The remaining specially serviced properties are secured by a mix
of property types. The master servicer has recognized an aggregate
$117.5 million appraisal reduction for 33 of the specially
serviced loans.  Moody's has estimated an aggregate $128.9 million
loss (46% expected loss on average) for 35 of the specially
serviced loans.

Based on the most recent remittance statement, Classes B through G
have experienced cumulative interest shortfalls totaling $26.3
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
modified and 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 has assumed a high default probability for 12 poorly
performing loans representing 12% of the pool and has estimated an
aggregate $63.5 million loss (33% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and 2011 operating
results for 91% and 95%, respectively, of the non-specially
serviced loans in the pool. Excluding specially serviced and
troubled loans, Moody's weighted average LTV is 108%, essentially
the same as at Moody's prior review. Moody's net cash flow
reflects a weighted average haircut of 7.0% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 8.9%.

Excluding special serviced and troubled, Moody's actual and
stressed DSCRs are 1.40X and 0.94X, respectively, compared to
1.44X and 0.96X 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.

Currently, there are two loans with investment-grade credit
estimates in the pool. The 315 Hudson Street Loan ($35.0 million
-- 1.2% of the pool) is secured by a 10-story, 447,000 SF Class B
office property located in the Tribeca section of New York City.
Performance remains stable. Moody's credit estimate and stressed
DSCR are Aaa and 2.43X, essentially the same as at last review.
The 133 East 58th Street Loan ($25.0 million -- 0.9% of the pool)
is secured by a 14-story, 129,000 SF Class B office property with
ground-floor- retail located on 58th Street and Lexington Avenue
in New York City. The property's performance has continued to
improve since 2008 due to higher revenues. Moody's credit estimate
and stressed DSCR are Aa3 and 1.86X, respectively, compared to A2
and 1.74X at last review.

The top three performing conduit loans represent 21% of the pool.
The largest loan is the Rosslyn Portfolio Loan ($310.0 million --
10.9% of the pool), which is secured by two office properties,
totaling 1.4 million SF, located on Wilson Boulevard in the
Rosslyn/Ballston sub-market of Arlington, Virginia. The properties
are in close proximity to the Pentagon and Georgetown. The
property is also encumbered by a $257.7 million B-note. As of
March 2012, the two properties were 87% leased compared to 93% at
last review. The largest tenant is the General Service
Administration (GSA), which leases 19% of the NRA. In light of the
implementation of the 2005 Base Realignment and Closure (BRAC)
initiative, the GSA recently renewed many of the leases in the
property, except for approximately 6,200 SF that is due to expire
in June 2012. The second largest tenant in the property is
Northrop Grumman (Moody's senior unsecured rating of Baa1;
stable outlook), which leases approximately 10% of the NRA. The
tenant has confirmed that they it will vacate the premises upon
lease expiration in December 2012. Per the most recent CBRE
Economic Advisors sub-market report, the average asking office
rent in the Rosslyn market is $38.20 per square foot. Data from
both Cushman and Wakefield and Grubb & Ellis indicate asking
office rents between $42 and $45 with vacancy rate between 11% and
12%. The sub-market vacancy rate is projected to rise due to the
effects of BRAC and new office space coming to the market. Moody's
cash flow analysis incorporated a stabilized occupancy of 86% with
current market tenant improvement (TIs) expenditure of $40 per
square foot. The sponsor is Monday Properties. Moody's LTV and
stressed DSCR are 75% and 1.26X, respectively, compared to 70% and
1.35X at last review.

The second largest loan is the 110 William Street Loan ($156.6
million -- 5.5% of the pool), which is secured by a 32-story,
868,000 SF Class A office building located in the City Hall sub-
market in New York City. As of March 2012, the building was 91%
leased compared to 93% at last review. Approximately 58% of the
property is occupied by New York City and State government
agencies. As of December 2011, the property's performance has
improved since 2008 due to higher base revenues. According to CBRE
Economic Advisors, the average sub-market asking office rent is
$33.65 per square foot with a vacancy rate of 5%. Recent office
rent comparables range from $32 to $45 per square foot. The loan
is on the watchlist due to pending maturity in June 2012. At
securitization, the loan was structured as five-year, interest-
only loan. The sponsor is Swig Equities. Moody's LTV and stressed
DSCR are 120% and 0.81X, respectively, compared to 130% and
0.77X at last review.

The third largest loan is the 300 West 6th Street Loan ($127.0
million -- 4.5% of the pool), which is secured by a 23-story,
454,000 SF Class A office building located in the Central Business
District of Austin, Texas. The property is in close proximity to
the State Capital Building, the Federal Courthouse and the
University of Texas campus. As of March 2012, the property was 93%
leased compared to 87% in 2010.  The largest tenants are Akin,
Gump, Strauss, Hauer and Feld (19% of the NRA; lease expiration in
2014), Green Mountain Energy (18% of the NRA; various lease
expiration through to 2023) and Facebook (13% of the NRA; lease
expiration in 2016.) Historically, the property's performance had
been declining since 2008 due to lower base revenues and expenses
re-imbursements. With the improvement in occupancy due to new
leases and tenant expansions, overall performance is anticipated
to improve in 2012. However, free rent concessions, higher tenant
improvement and leasing commissions expenditure will partially
offset the increase in revenues. According to CBRE Economic
Advisors, the sub-market average office asking rent is $21.29 per
square foot with a vacancy rate of 14%. The loan is on the watch
list for low DSCR. At securitization, the loan was structured as a
ten-year, interest-only loan. The sponsor is the Thomas Propreties
Group. Moody's LTV and stressed DSCR are 140% and 0.71X,
respectively, essentially the same as at last review.


LCM X: S&P Affirms 'BB' Rating on Class E Deferrable Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on LCM X
L.P./LCM X LLC's $370.50 million floating-rate notes following the
transaction's effective date as of March 1, 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
LCM X L.P./LCM X LLC

Class                                  Rating       Amount
                                                  (mil. $)
A                                      AAA (sf)     259.00
B                                      AA (sf)       45.00
C (deferrable)                         A (sf)        29.50
D (deferrable)                         BBB (sf)      20.00
E (deferrable)                         BB (sf)       17.00
Subordinated notes (LP certificates)   NR            39.50

LP-Limited partnership.
NR-Not rated.


M-2 SPC 2005-K: S&P Lowers Rating on Class FRN Notes to 'D(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on notes
issued by M-2 SPC's series 2005-K and 2005-L; M-2 SPC is a
synthetic corporate investment-grade CDO transaction.

The downgrades follow a number of credit events of underlying
reference entities, which have caused the notes to incur partial
principal losses for series K and complete principal losses for
series L.

             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 LOWERED

M-2 SPC
Series 2005-K
                   Rating
Class          To        From
FRN            D (sf)    CCC- (sf)

M-2 SPC
Series 2005-L
                 Rating
Class         To       From
Note          D (sf)   CCC- (sf)


N.C. CAPITAL: Fitch Affirms Rating on $11-Mil. Bonds at 'B+'
------------------------------------------------------------
Fitch Ratings affirms the 'B+' rating on approximately $11.17
million of outstanding North Carolina Capital Facilities Finance
Agency's educational facilities revenue refunding bonds, Brevard
College Corporation (Brevard, or the college).

The Rating Outlook is revised to Stable from Negative.

The bonds are a general obligation of the college, payable from
all legally available funds.

OUTLOOK STABILIZED: The Outlook revision stems from continued,
incremental improvement in the college's financial position which
is projected to continue in fiscal 2012, combined with upward
trending demand metrics for fall 2012.

RATING AFFIRMED: The 'B+' rating continues to reflect Brevard's
extremely weak level of balance sheet resources; moderately high
debt burden; and history of negative operations.

PRESIDENTIAL TRANSITION COMPLETE: Brevard's president took office
effective Jan. 1, 2012, bringing with him substantial experience
in restoring the financial health of small liberal arts colleges.

WHAT COULD TRIGGER A RATING ACTION

DETERIORATION OF FINANCIAL PROFILE: Any material decline in
Brevard's financial position would likely necessitate negative
rating action.

INABILITY TO STABLIZE ENROLLMENT: Negative rating pressure is
possible in the event that Brevard fails to capitalize on the
positive demand trends to produce stable or improved enrollment
for fall 2012 as compared to fall 2011.

CREDIT PROFILE
Brevard's current president joined the college on Jan. 1, 2012 -
seven months after the resignation of its prior president.  In his
previous two positions, the president has successfully implemented
strategic plans that revitalized the mission and vision of the
institutions, addressed financial challenges to balance operating
results and improved weak enrollment.  Given this track record,
Fitch expects the president's leadership to have a stabilizing
impact at Brevard, and build on the improvements that were
demonstrated in fiscal 2011.

The college produced a balanced budget for fiscal 2012, though
budgeted contingency reserves were tapped in the first quarter as
fall 2011 enrollment fell below the projected level.  In the
second and third quarters of fiscal 2012, Brevard has carefully
contained costs, achieving healthcare cost savings under a self-
funded plan and holding certain positions that came open during
the year vacant.  In addition, final spring 2012 enrollment was
slightly above projected levels, which helped bolster operating
revenues.

While the fourth quarter of fiscal 2012 is ongoing, interim,
unaudited reports indicate that year-end results should be
consistent with the budget, and comparable to fiscal 2011.
Because of the balanced operations (on a cash flow basis), Fitch
also expects Brevard's available funds to continue to improve, and
possibly return to positive levels by the end of fiscal 2012.
While Fitch continues to consider the college's financial cushion
to be materially depleted, the positive trend is viewed favorably.

Going forward, Brevard's continued financial health remains highly
reliant on stemming the enrollment losses that continued in fall
2011, as student-generated revenues comprise an average of 74.2%
of total operating revenues.  Year-to-date demand statistics
indicate improvement compared to the same time last year in all
categories: applications received, applications completed,
students admitted and deposits received.  Fitch views the
demonstrated improvements favorably, and as a contributing factor
to the stable outlook.  However, the rating could be negatively
impacted by an inability to leverage the increased demand to yield
stable enrollment levels for fall 2012.

Brevard is a four-year private college located on 120 acres in
Brevard, NC (140 miles west of Charlotte, NC).  In fall 2011, the
college enrolled 619 full-time equivalent students, including 232
first-time students.  The college was founded in 1853 and is
affiliated with the Western North Carolina Conference of the
United Methodist Church.


MAQUINARIA ESPECIALIZADA: Fitch Keeps 'BB-' Rating on $160MM Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the following notes issued by
Maquinaria Especializada MXO Trust Agreement No. F/00762:

  -- $160,000,000 notes due 2021 at 'BB-'; Outlook Stable.

The underlying issuance is a securitization of the payment rights
related to the leasing of Corporacion Geo S.A.B.de C.V.'s (Geo
Corp.) existing and future essential construction machinery.
Repayment of the notes is supported by an irrevocable and
unconditional quarterly servicer payment paid by Geo Corp during a
10-year period under the terms of the service agreement (SA) for
the operation of the equipment.

The rating action on the notes follows Fitch's affirmation of Geo
Corp.'s Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook
on March 14, 2012.  The transaction's rating is directly linked to
Geo Corp.'s IDR as it is responsible for all payments under the
SA, as well as any termination fees in the event of default and/or
termination of the agreement.

Fitch's rating addresses the likelihood of timely payment of
interest and principal on a quarterly basis.  Current outstanding
balance on the notes is $158.2 million.  Next principal
amortization is $0.6 million due on May 2, 2012.

Pursuant to the SA, cash flows are generated on a quarterly basis
as a function of the minimum hours of machinery available. On
average, Geo Corp. has received 690,000 hours of machinery per
quarter during the past year.  As a consequence, quarterly
payments of approximately $11 million have been paid by Geo Corp.
During the past year, Geo Importex, as operator of the machinery,
achieved 100% of fulfillment in regard to the 684,000 minimum
hours of machinery availability per quarter and as a result no
operator deficiency termination event has been triggered.

Additional credit support is provided by security over the
essential construction equipment.  As of April 19, 2012, there
were 1093 pieces of heavy construction equipment in the trust,
which include: transportation, grading, paving, and cement mixing
machinery as well as equipment, cranes, and ancillary construction
equipment used by Geo Corp and its subsidiaries.

Geo Corp's ratings reflect its solid market position in the
Mexican homebuilding industry, consistent business strategy
oriented to the affiliated low-income housing segment, geographic
diversification and reasonable land reserve using different
acquisition schemes, adequate liquidity, and moderate leverage.
The ratings factor in Geo Corp.'s solid market share position in
the sector, and its leadership position in Mexico with 57,865
units sold during 2011.  The ratings are constrained by GEO's high
working capital requirements, and limited capacity to generate
positive free cash flow (FCF) in the short to medium term.


MASTR ALTERNATIVE: Moody's Cuts Ratings on 4 Debt Tranches to Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 81
tranches, upgraded the ratings of three tranches and confirmed the
ratings of 15 tranches from eight RMBS transactions, backed by
Alt-A loans, issued by MASTR Alternative Loan Trust.

Ratings Rationale

The actions are a result of the recent performance review of Alt-A
pools originated before 2005 and reflect Moody's updated loss
expectations on these pools.

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

The methodology used in rating Interest-Only Securities was
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in February 2012.

The rating action constitute of upgrades and downgrades. The
upgrades are due to significant improvement in collateral
performance, and/ or rapid build-up in credit enhancement due to
high prepayments.The downgrades are a result of deteriorating
performance and/or structural features resulting in higher
expected losses for certain bonds than previously anticipated. For
e.g., for shifting interest structures, back-ended liquidations
could expose the seniors to tail-end losses. In Moody's current
approach, Moody's captures this risk by running each individual
pool through a variety of loss and prepayment scenarios in the
Structured Finance Workstation(R) (SFW), the cash flow model
developed by Moody's Wall Street Analytics. This individual pool
level analysis incorporates performance variances across the
different pools and the structural nuances of the transaction.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is 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 is
dependent on the vintage of loan origination (10%, 5% and 3% for
the 2004, 2003 and 2002 and prior vintage respectively). 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 fewer the number of
loans remaining in the pool, the higher the volatility in
performance. 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 from the 2004 vintage,
the adjusted rate of new delinquency would be 10.10%. 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 0.5 to 2.0 for current delinquencies ranging from less than
2.5% to greater than 30% respectively. Delinquencies for
subsequent years and ultimate expected losses are projected using
the approach described in the methodology publication listed
above.

When assigning the final ratings to senior bonds, in addition to
the methodologies, Moody's considered the volatility of the
projected losses and timeline of the expected defaults. For bonds
backed by small pools, Moody's also considered the current
pipeline composition as well as any specific loss allocation rules
that could preserve or deplete the overcollateralization available
for the senior bonds at different pace.

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor).

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

The primary source of assumption uncertainty is the current
macroeconomic environment, in which unemployment levels remain
high, and weakness persists in the housing market. Moody's
Macroeconomic Board and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high between 8% to 9% and home prices
dropping another 2-3% from the levels seen in 1Q 2011.

Complete rating actions are as follows:

Issuer: MASTR Alternative Loan Trust 2002-3

Cl. A-6, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Cl. A-7, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

Underlying Rating: Upgraded to A3 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Upgrade

Financial Guarantor: MBIA Insurance Corporation (B3 placed on
review for possible downgrade on Dec 19, 2011)

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

Issuer: MASTR Alternative Loan Trust 2003-1

Cl. 1-A-1, Downgraded to Aa3 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-X-1, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. A-X-2, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. PO-1, Downgraded to A1 (sf); previously on Feb 18, 2003
Assigned Aaa (sf)

Cl. B-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Downgraded to Ca (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2003-2

Cl. 1-A-1, Downgraded to Aa3 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Aa2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-4, Downgraded to A1 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-PO, Downgraded to A1 (sf); previously on Feb 28, 2011
Confirmed at Aaa (sf)

Cl. 6-A-IO, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-A-X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-PO, Downgraded to A1 (sf); previously on Feb 28, 2011
Confirmed at Aaa (sf)

Cl. 30-A-X, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-PO, Downgraded to A1 (sf); previously on Feb 28, 2011
Confirmed at Aaa (sf)

Cl. B-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2003-5

Cl. 1-A-1, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

CL. 3-A-1, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A1 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to A1 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 7-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 30-PO, Downgraded to A2 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 30-A-X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-A-X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-PO, Downgraded to Baa2 (sf); previously on Feb 28, 2011
Downgraded to A1 (sf)

Cl. 30-B-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. 30-B-2, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2004-3

Cl. 2-A-1, Downgraded to A2 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 3-A-1, Downgraded to A2 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 4-A-1, Downgraded to A1 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 5-A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to A2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to A3 (sf); previously on Feb 28, 2011
Downgraded to Aa2 (sf)

Cl. 30-AX-1, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-AX-2, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-PO, Downgraded to A2 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. 15-A-X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-PO, Downgraded to A1 (sf); previously on Feb 28, 2011
Downgraded to Aa3 (sf)

Cl. B-I-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. B-I-2, Downgraded to Ca (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2004-4

Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa3 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. 6-A-1, Downgraded to Baa3 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. 7-A-1, Downgraded to Baa3 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. 8-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 9-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 10-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. 10-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. 11-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012
Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. 30-PO, Downgraded to Ba3 (sf); previously on Feb 28, 2011
Downgraded to Baa2 (sf)

Cl. 30-AX-2, Downgraded to B3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-AX-1, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-PO, Downgraded to Ba1 (sf); previously on Feb 28, 2011
Downgraded to Baa2 (sf)

Cl. 15-AX-1, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-AX-2, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: MASTR Alternative Loan Trust 2004-5

Cl. 1-A-1, Downgraded to Ba1 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. 2-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 5-A-1, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Upgrade

Cl. 6-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 30-AX-1, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-AX-2, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-PO, Downgraded to Ba3 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. 15-A-X, Confirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 15-PO, Downgraded to Ba1 (sf); previously on Feb 28, 2011
Downgraded to Baa1 (sf)

Cl. B-1, Downgraded to Ca (sf); previously on Feb 28, 2011
Downgraded to Caa2 (sf)

Issuer: MASTR Alternative Loan Trust 2004-7

Cl. 1-A-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to B1 (sf); previously on Feb 28, 2011
Downgraded to Ba2 (sf)

Cl. 5-A-1, Upgraded to Baa2 (sf); previously on Feb 28, 2011
Downgraded to Ba2 (sf)

Cl. 6-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to B1 (sf); previously on Feb 28, 2011
Downgraded to Ba2 (sf)

Cl. 8-A-1, Downgraded to B1 (sf); previously on Feb 28, 2011
Downgraded to Ba2 (sf)

Cl. 9-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 10-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. AX-1, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. AX-2, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. AX-3, Downgraded to B2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf) and Placed Under Review for Possible
Downgrade

Cl. 30-PO, Downgraded to B2 (sf); previously on Feb 28, 2011
Downgraded to Ba2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283588

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

  http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237256


NEWCASTLE CDO VI: Fitch Affirms Ratings of 6 Note Classes at 'Csf'
------------------------------------------------------------------
Fitch Ratings has affirmed seven classes issued by Newcastle CDO
VI, Limited.

Since Fitch's last rating action in May 2011, approximately 11.3%
of the collateral has been downgraded and 2.4% has been upgraded.
Currently, 57.9% of the portfolio has a Fitch derived rating below
investment grade and 32% has a rating in the 'CCC' category and
below. Over this period, the class I-MM notes have received $73
million in paydowns, and the transaction has realized losses of
approximately $54.7 million since the last rating action.

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

For the class I-MM through IV notes, Fitch analyzed the class'
sensitivity to the default of the distressed assets ('CCC' and
below). Given the high probability of default of the underlying
assets and the expected limited recovery prospects upon default,
the class I-MM notes have been affirmed at 'CCCsf', indicating
that default is possible. Similarly, the class I-B through IV
notes have been affirmed at 'Csf', indicating that default is
inevitable. Fitch does not assign Outlooks to classes rated 'CCC'
and below.

Newcastle CDO VI closed on April 19, 2005. Currently, the
portfolio is composed of 39.4% commercial mortgage-backed
securities (CMBS) from the 2001 through 2007 vintages, 25% real
estate investment trust (REIT) debt, 23.3% residential mortgage
backed securities (RMBS) from the 2004 through 2007 vintages, and
12.3% commercial real estate loans (CREL).

Fitch has affirmed the following classes as indicated:
-- $153,497,137 class I-MM notes at 'CCCsf';
-- $59,000,000 class I-B notes at 'Csf';
-- $33,725,615 class II notes at 'Csf';
-- $15,512,515 class III-FL notes at 'Csf';
-- $5,953,103 class III-FX notes at 'Csf';
-- $10,211,083 class IV-FL notes at 'Csf';
-- $2,935,455 class IV-FX notes at 'Csf'.


NORTHWOODS VIII: S&P Raises Rating on Class E Notes From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
D and E notes from Northwoods Capital VIII Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Angelo, Gordon & Co. L.P. "At the same time, we affirmed our
ratings on the class A-1, A-2, B, and C notes. Simultaneously, we
removed all of the ratings from CreditWatch, where we placed them
with positive implications on Feb. 10, 2012," S&P said.

"The performance of the transaction has improved since we raised
our ratings on some of the classes in February 2011, primarily due
to an improvement in the credit quality of the assets and a lower
level of defaults. The transaction is in its reinvestment period
that is scheduled to end in July 2014," S&P said.

"As of the March 2012 trustee report, the transaction's asset
portfolio had approximately $7.702 million in defaulted assets,
down from $27.811 million in the January 2011 trustee report,
which we used for the analysis in the February 2011 rating
actions. The 'CCC' rated assets in the collateral pool also went
down to $33.708 million in March 2012 from approximately $62.421
million in January 2011," S&P said.

"In addition, the transaction's overcollateralization (O/C) ratio
has increased since January 2011. As of the March 2012 monthly
report, the class A-2 O/C ratio was 144.61%, compared with a
reported ratio of 137.98% in January 2011," S&P said.

"We affirmed our ratings on the class A-1, A-2, B, and C notes
based on sufficient credit support at their current ratings," S&P
said.

Standard & Poor's will continue to review whether, in its opinion,
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 ACTIONS

Northwoods Capital VIII Ltd.
                        Rating
Class              To           From
A-1                AA+ (sf)     AA+ (sf)/Watch Pos
A-2                AA+ (sf)     AA+ (sf)/Watch Pos
B                  AA (sf)      AA (sf)/Watch Pos
C                  A (sf)       A (sf)/Watch Pos
D                  BBB+ (sf)    BBB (sf)/Watch Pos
E                  BBB- (sf)    BB+ (sf)/Watch Pos

TRANSACTION INFORMATION
Issuer:             Northwoods Capital VIII Ltd.
Coissuer:           Northwoods Capital VIII Inc.
Collateral manager: Angelo, Gordon & Co. L.P.
Underwriter:        JPMorgan Securities Inc.
Indenture trustee:  The Bank of New York Mellon
Transaction type:   Cash flow CDO


OCTAGON VIII: S&P Raises Rating on Class E Notes to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, B, C, D, and E notes from Octagon Investment Partners
VIII Ltd., a collateralized loan obligation (CLO) transaction
managed by Octagon Credit Investors LLC. "At the same time, we
removed the ratings from CreditWatch, where we placed them with
positive implications on Feb. 10, 2012," S&P said.

"The raised ratings reflect a paydown to the upgraded classes. We
also acknowledge that the credit quality of the underlying assets
has improved since we downgraded the notes in January 2010," S&P
said.

"The transaction is in its post-reinvestment period. The class A-1
and A-2 notes receive pro rata paydowns from principal
amortization of the underlying securities, and paydowns had
reduced their original balances to approximately 90%, according to
the March 30, 2012, trustee report," S&P said.

"The credit quality of the transaction's underlying portfolio has
improved since our January 2010 rating actions. According to the
March 2012 trustee report, the portfolio did not hold any
defaulted assets, compared with $10.4 million in defaulted assets
noted in the December 2009 trustee report, which we used for our
January 2010 action. Over the same time period, the amount of
assets rated in the 'CCC' range also decreased to less than 1% of
the total pool, down from 4.7%," S&P said.

"The March 2012 report noted that there were no haircuts applied
in the calculation of the overcollateralization (O/C) ratios for
defaulted assets or 'CCC' rated assets that exceeded the deal's
7.5% threshold (i.e., the excess 'CCC' rated assets). As a result
of principal paydowns and improved credit quality, the B, C, D,
and E O/C ratios have improved on average about 3%," 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

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


OLYMPIC CLO I: S&P Affirms 'CCC-' Rating on Class B-2L Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of notes from Olympic CLO I Ltd., a collateralized loan
obligation (CLO) transaction managed by Apidos Capital Management
LLC, and removed them from CreditWatch with positive implications.
"We also affirmed our ratings on four classes from the same
transaction and removed one from CreditWatch," S&P said.

"The upgrades reflect the increase in the level of credit support
available to the senior and mezzanine notes as the deal continues
to amortize and pay down the class A-1 notes. Since our last
review, the class A-1 notes, collectively, have paid down by over
$76 million. The class A-lLa note has paid down in full, while the
class A-1Lb and A-1L notes have paid down to 52% and 10%,
respectively, of their original issuance amounts. The principal
paydowns were a large factor in the increase of the class B-1L
overcollateralization test (O/C) to 113.71% in March 2012 from
107.36% in December 2010," S&P said.

"We affirmed and removed from CreditWatch positive our rating on
the class B-2L notes. The increase to the class B-2L O/C test was
less pronounced than the increases to the O/C tests senior to it.
The defaulted asset balance has decreased by over $3 million since
the prior review but has changed little as a percentage of the
shrinking portfolio," S&P said.

The affirmations on the class A-1Lb, A-1L, and U notes reflect the
availability of sufficient credit support at their current rating
levels.

"We will continue to review our ratings on the notes and assess
whether, in our view, the ratings remain consistent with the
credit enhancement available," S&P 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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com


RATING AND CREDITWATCH ACTIONS

Olympic CLO I Ltd.

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

RATINGS AFFIRMED

Olympic CLO I Ltd.

             Rating
A-1Lb        AAA (sf)
A-1L         AAA (sf)
U            AA+ (sf)


OPTION ONE: Moody's Downgrades Ratings on 11 Debt Tranches to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches, upgraded the ratings of 13 tranches, and confirmed the
ratings of 13 tranches from 13 RMBS transactions, backed by
Subprime loans, issued by Option One trusts.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools.

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

The rating actions reflect recent collateral performance, Moody's
updated loss timing curves and detailed analysis of timing and
amount of credit enhancement released due to step-down. Moody's
captures structural nuances by running each individual pool
through a variety of loss and prepayment scenarios in the
Structured Finance Workstation(R)(SFW), the cash flow model
developed by Moody's Wall Street Analytics. This individual pool
level analysis incorporates performance variations across the
different pools and the structure of the transaction.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is 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 is
dependent on the vintage of loan origination (11% for all vintages
2004 and prior). 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 from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. 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 0.85 to 2.25 for current delinquencies ranging from less than
10% to greater than 50% respectively. Delinquencies for subsequent
years and ultimate expected losses are projected using the
approach described in the methodology publication listed above.

When assigning the final ratings to senior bonds, in addition to
the methodologies described above, Moody's considered the
volatility of the projected losses and timeline of the expected
defaults. For bonds backed by small pools, Moody's also considered
the current pipeline composition as well as any specific loss
allocation rules that could preserve or deplete the
overcollateralization available for the senior bonds at different
pace.

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor).

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
Macroeconomic Board and Moody's Analytics (MA) still expect a
below-trend growth for the US economy for 2012, with the
unemployment rate remaining high between 8% to 9% and home prices
dropping another 2-3% from the levels seen in 1Q 2011.

Complete rating actions are as follows:

Issuer: Option One Mortgage Loan Trust 2002-1

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

Issuer: Option One Mortgage Loan Trust 2002-2

Cl. M-2, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Option One Mortgage Loan Trust 2002-3

Cl. A-1, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. A-2, Upgraded to Ba2 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to Caa1 (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: Option One Mortgage Loan Trust 2002-4

Cl. M-1, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to B1 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Option One Mortgage Loan Trust 2002-5

Cl. M-1, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Option One Mortgage Loan Trust 2002-6

Cl. A-1, Upgraded to Ba1 (sf); previously on Mar 18, 2011
Downgraded to Ba3 (sf)

Cl. A-2, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Confirmed at Caa3 (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Issuer: Option One Mortgage Loan Trust 2003-1

Cl. A-1, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. A-2, Upgraded to Ba3 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Option One Mortgage Loan Trust 2003-2

Cl. A-1, Upgraded to Baa2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Upgrade

Cl. A-2, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. A-3, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to B1 (sf); previously on Jan 31, 2012 Caa3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Option One Mortgage Loan Trust 2003-3

Cl. A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to B1 (sf); previously on Mar 18, 2011
Downgraded to Ba2 (sf)

Cl. M-1A, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: Option One Mortgage Loan Trust 2003-5

Cl. A-1, Upgraded to Baa2 (sf); previously on Mar 18, 2011
Downgraded to Ba1 (sf)

Cl. A-2, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. M-1, Upgraded to B3 (sf); previously on Jan 31, 2012 Caa3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-4, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-5, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Option One Mortgage Loan Trust 2003-6

Cl. A-3, Downgraded to Baa1 (sf); previously on Mar 18, 2011
Downgraded to A2 (sf)

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

Cl. M-3, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-4, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-5, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Option One Mortgage Loan Trust 2004-2

Cl. M-1, Confirmed at B2 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Confirmed at Caa3 (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-4, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-5, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-6, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Option One Woodbridge Loan Trust 2002-1

Cl. M-1, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282881

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details 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_SF237255


PRIMUS CLO II: S&P Raises Rating on Class E Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch positive its ratings on four classes of notes from
Primus CLO II Ltd., a collateralized loan obligation (CLO)
transaction currently in its reinvestment period and managed
by CIFC Asset Management LLC. "We also affirmed and removed from
CreditWatch positive our rating on the class D notes from the same
transaction," S&P said.

"At the time of our May 2010 rating actions, the subordinate
overcollateralization (O/C) tests were out of compliance, which
caused additional principal paydowns to the class A and E notes.
Since then, the tests have come back into compliance and the
transaction is no longer delevering, but applying the principal
proceeds toward reinvestment," S&P said.

"The upgrades reflect improvements in the quality of the
transaction's underlying collateral as the level of defaults has
declined. As of the March 2012 trustee report, the balance of
defaulted assets decreased to $1.97 million from $21.48 million in
April 2010. This, along with other factors, caused the improvement
in the class A/B O/C ratio, which increased to 122.97% from
119.36% since the time of the last review. The upgrades reflect
the positive rating migration of the underlying portfolio and the
subsequent increase in the O/C levels," S&P said.

"We affirmed our rating on the class D notes to reflect the
sufficient credit support available at the current rating level,"
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," 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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com

RATING AND CREDITWATCH ACTIONS

Primus CLO II Ltd.

                   Rating
             To               From
A            AA+ (sf)         AA- (sf)/Watch Pos
B            AA (sf)          A+ (sf)/Watch Pos
C            BBB+ (sf)        BBB (sf)/Watch Pos
E            CCC+ (sf)        CCC- (sf)/Watch Pos

RATING AFFIRMED AND REMOVED FROM CREDITWATCH

Primus CLO II Ltd.

                   Rating
             To               From
D            BB+ (sf)         BB+ (sf)/Watch Pos


REPERFORMING LOAN 2003-R2: S&P Lowers Ratings on 2 Classes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D (sf)'
on classes B-1 and B-2 from Reperforming Loan REMIC Trust
Certificates Series 2003-R2. "Concurrently, we affirmed our 'CC
(sf)' rating on class M from this transaction. Reperforming Loan
REMIC Trust Certificates Series 2003-R2 is a U.S. residential
mortgage-backed securities (RMBS) reperforming mortgage loan
transaction collateralized primarily by Federal Housing
Administration (FHA) insured or U.S. Department of Veterans
Affairs (VA) guaranteed residential mortgage loans," S&P said.

"We lowered the ratings on classes B-1 and B-2 to 'D (sf)' because
interest shortfalls affecting these classes have been outstanding
for more than 12 months. The downgrades are in accordance with our
interest shortfall criteria. The interest generated by the
collateral has been insufficient to pay the interest due to these
bondholders, and we expect these interest shortfalls to continue,"
S&P said.

"The 'CC (sf)' rating affirmation on class M reflects our
continued belief that projected credit enhancement for this class
will be insufficient to cover our projected losses. Additionally,
this class has experienced interest shortfalls since May 2011 and
has a current outstanding interest shortfall amount of $49,357. We
expect these shortfalls to continue and if they do, we may lower
the rating on this class to 'D (sf)' over the next few months,"
S&P said.

"Any applicable government insurance or guarantee by the FHA or
the VA will generally cover the majority of losses incurred on a
liquidated loan within these transactions. Historically, because
of the insurance or guarantee, we've applied only a 5% loss
severity on projected defaults to derive losses to the
transaction. Over the past year, we've observed a general increase
in loss severities experienced by reperforming transactions backed
by FHA- or VA-insured loans. Based on our observations, we have
applied a higher loss severity of 13% on projected defaults to
derive losses for this transaction," S&P said.

"Reperforming loan transactions are backed by loans that were
either delinquent or had delinquent payment histories at the time
of securitization. Previously, we projected defaults using
observed monthly losses to account for loans that may be
contractually delinquent but still generating cash flow. However,
as these transactions age, reperforming loans that are still
classified as delinquent may exhibit a lower likelihood of
eventually achieving a current payment status. Therefore, we
adjusted our assumptions to utilize this transaction's cumulative
losses to date, pool factor, and assumed losses from the
delinquency pipeline to project defaults going forward. We applied
roll rates on the delinquency pipeline by assuming 25% of 30-day
delinquencies default, 50% of 60-day delinquencies default, and
100% of 90-plus-day delinquencies, foreclosures, and real estate
owned assets default," S&P said.

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

            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 LOWERED

Reperforming Loan REMIC Trust Certificates Series 2003-R2
Series      2003-T-056
                                  Rating
Class      CUSIP         To                   From
B-1        12669UBV1     D (sf)               CC (sf)
B-2        12669UBW9     D (sf)               CC (sf)

RATING AFFIRMED

Reperforming Loan REMIC Trust Certificates Series 2003-R2
Series      2003-T-056
Class      CUSIP           Rating
M          12669UBU3       CC (sf)


SAN JOSE: Fitch Downgrades Rating on $1.6 Billion TABs to 'BB+'
---------------------------------------------------------------
Fitch Ratings has taken the following rating action on San Jose
Redevelopment Agency (the agency) tax allocation bonds (TABs):

  -- $127.5 million merged area redevelopment projects TABs,
     series 2003, affirmed at 'BBB-';
  -- $27.7 million merged area redevelopment projects TABs, series
     2008A affirmed at 'BBB-'
  -- $80.1 million merged area redevelopment projects TABs, series
     2008B affirmed at 'BBB- ';
  -- $1.6 billion merged area redevelopment projects TABs, series
     1993, 1997, 2004, 2006C, 1998, 1999, 2005B, 2006D, 2002,
     2004A, 2005A, 2006-A, 2006B, 2007A-T, 2007B, downgraded to
     'BB+' from 'BBB-';
  -- $247.5 million housing set-aside TABs affirmed at 'A'.

All of the TABs are removed from Rating Watch Negative.

The Rating Outlook for the merged area redevelopment project area
TABs is Negative.

The Rating Outlook for the housing set aside TABs is Stable.

Security

  -- The merged area TABs are secured by gross tax increment
     revenue from the project area net of certain senior
     pass-throughs and the 20% set-aside for housing.  The housing
     TABs are secured by the 20% housing set aside.

  -- All TABs are also secured by debt service reserve funds;
     however, only the merged area redevelopment project TABs,
     series 2003 and 2008A and 2008B benefit from a cash-funded
     reserve.

KEY RATING DRIVERS

AGENCY DISSOLVED; ADEQUATE PROCEDURES IN PLACE: The removal from
Rating Watch Negative reflects progress made in implementing the
legislation to dissolve the agency pursuant to state law (Assembly
Bill 1x26).  While noting that expected state procedural
guidelines have not been released, Fitch believes the Successor
Agency to the City of San Jose Redevelopment Agency (SJ SARA) and
the county of Santa Clara (the county) have adequate procedures in
place to address the mechanical issues of dissolution including
commingling funds, priority of payments, and timing of cash flows.

STATE LEG NOT TRIGGER FOR RATING ACTION: The state's dissolution
of redevelopment agencies as of Feb. 1, 2012 explicitly states its
intention not to alter the bond security.  In addition to closing
the liens, certain instructions from the state's Department of
Finance, if relied upon, could result in improved bond security
over the long term.

LARGE INCREASE IN APPEALS: The Negative Outlook on the non-housing
merged area TABs reflects the very narrow debt service coverage
coupled with increasing appeals.  While early estimates for the
secured roll for fiscal 2013 support improved debt service
coverage to about 1.10 times (x), depending on the timing and
amount of resolved appeals, coverage could dip lower.

HIGHLY CONCENTRATED, VOLATILE TAX BASE: Taxpayer and industry
concentration remains a concern.  Fiscal year 2012 top 10
taxpayers represent 32% of assessed value (AV) with the largest
taxpayer at 15%.  Furthermore, the concentration in the volatile
technology sector poses additional risk.

BIFURCATION OF RATINGS DUE TO RESERVES: The lower rating on the
merged project area TABs with cash-funded debt service reserve
funds reflects the minimal value Fitch places on debt service
reserve fund surety policies.

HOUSING TABS STILL SOUND: The affirmation of the 'A' rating and
Stable Outlook on the housing TABs reflects their satisfactory
debt service coverage.  Housing bonds' debt service coverage is an
estimated 1.76x in fiscal 2012.

WHAT COULD TRIGGER RATING ACTION

EROSION IN DEBT SERVICE COVERAGE: For the non-housing merged
redevelopment area TABs, a decline in AV due to appeals or
economic weakness causing pledged revenue for fiscal 2013 or later
to drop much below the forecast 1.10x.

CREDIT PROFILE

LARGE PROJECT AREA; HIGHLY CONCENTRATED

The merged project area is sizeable, covering 28 non-contiguous
square miles and spanning 20 miles north to south. It encompasses
21 component areas including industrial, downtown, and
neighborhood business districts.  The commercial/industrial
component is the largest and includes companies such as Cisco
Systems Inc., eBay, Hitachi and Adobe and others which are a vital
part of the regional, state and national economy.

Despite its large size, the project area tax base is highly
concentrated in its top taxpayers and in the high technology
sector.  This sector has experienced significant volatility in
recent years.  The tax base also includes high levels of personal
property & equipment (PP&E) whose AV tends to be more volatile:
increasing steeply with an up-cycle as investments in business
equipment are made and then declining in a down-cycle as the
equipment is depreciated and not replaced or becomes obsolete.

The vast majority of total project area AV is for industrial -
primarily research and development - and commercial uses, with a
moderate residential component.  In addition, unsecured property,
mostly personal property, accounts for a large amount of project
area AV.

Taxpayer concentration remains above average with fiscal 2012 top
10 taxpayers representing 32% of AV and 34% of incremental AV
(IV).  The largest taxpayer, Cisco, constitutes 15.1% of the
project area's IV.  Total personal property and equipment (PP&E)
represents a high 23% of fiscal 2012 total AV, but this is down
substantially from a high of 30.1% in fiscal 2002.

VOLATILE AV; NARROW COVERAGE; MINIMAL ADDITIONAL RESOURCES
Along with AV and IV, pledged revenue trends have been volatile in
recent years, ranging from a gain of 32.6% in fiscal 2002 to 14%
and 12% losses in fiscal years 2004 and 2005, respectively.  The
bulk of the AV losses stemmed from reductions in AV for PP&E,
which can fall steeply during economic downturns.  After
increasing in fiscal years 2007 through 2010, AV declined in
fiscal 2011 and 2012 by 7.5% and 1.8%, respectively.

Additional revenue pressure occurred in fiscal 2012 when the
assessor retained about $5.9 million due to appeals granted and
supplemental changes, resulting in a total decline in revenue by
5% for fiscal 2012.  Pledged revenues of about $137.8 million
covered $133 million in debt service by a low 1.04x. The assessor
reports that secured AV for fiscal 2013 was up by about 1.98%
through April 2, 2012.  This estimate includes appeals granted to
that date.

A Fitch base case assumes total fiscal 2013 AV increases 1.5%
(based on the estimated 2% increase in secured AV and somewhat
offset by additional appeals), but in fiscal 2014, 1% projected
underlying AV growth is more than offset by appeals granted on all
outstanding appeals at the historical appeals success rate ($1.325
billion).  This would result in a 6.2% decline in AV bringing debt
service coverage to a very narrow 1.02x (without consideration of
tax credits from prior years).  An AV decline of 8% would lower
coverage to just 1.0x.

Fitch had expected the TABs could benefit from proceeds from
disposition of assets.  However, after netting assets pledged to
various other obligations, the estimated value of those remaining
are only about $19 million, providing limited benefit and not
offsetting the lack of a cash-funded debt service reserve fund.

IMPROVING ECONOMY; LAGGING AV
The economy has improved markedly over the last year.  Job growth
is among the fastest in the country and was an impressive 5.4%
from January 2011 to January 2012.  Employment in the city now
exceeds the previous peak of 2009.  The city benefits from above-
average economic indicators, including median household income and
per capita income at 150% and 123% of the national averages,
respectively, and a poverty rate about 74% of the national
average.

Despite improvements in the economy, the number and value of
unresolved appeals in the project area increased steeply in fiscal
2012.  There are over 1,200 pending appeals for the 2011 and 2012
tax years with a combined disputed value of $5.6 billion.  Total
disputed value for all outstanding appeals for fiscal years 2007-
2012 totals $9.4 billion, up from $7.7 billion as of January 2011
(for fiscal years 2007-2010).  Fitch believes long-term prospects
for economic growth in the city and project area are favorable,
but the appeals may result in a somewhat uneven AV recovery in the
tax base.

For the housing bonds, projected fiscal 2012 revenue of $36.7
million covers senior maximum annual debt service (MADS) ($19.8
million) about 1.76x.  The Fitch base case assumes fiscal 2013 AV
increases 1.5% as expected but in fiscal 2014, a 1% underlying
growth in AV is more than offset by the appeals granted, resulting
in a 6.2% decline in AV.  This would lower debt service coverage
to a still solid 1.76x.

ADEQUATE PROCEDURES TO DEAL WITH DISSOULTION

The agency was dissolved on Feb 1, 2012 and replaced by the SJ
SARA which, along with its oversight board, is charged with
winding down the affairs of the agency.  SJ SARA has been working
closely with the county auditor-controller's office in complying
with the requirements of AB 1x26.  The county established the
Redevelopment Property Tax Trust Fund and is tracking tax
increment revenues by non-housing and housing components.

SJ SARA has established the Redevelopment Obligation Retirement
Fund as well as subaccounts for housing and non-housing revenue.
The SJ SARA oversight board adopted its first semi-annual
Recognized Obligation Payment Schedule (ROPS) which has been
certified by the county and is currently waiting approval by the
state, which is expected before it is to take effect on May 1,
2012.  The ROPs includes the full year of TAB debt service,
addressing Fitch's concern regarding transferring funds to taxing
entities before providing for debt service.  As a result of these
and other measures taken, Fitch believes adequate procedures are
in place to maintain the legal security of the TABs and to address
potential mechanical issues presented by the dissolution.


SPRINGLEAF MORTGAGE: S&P Rates Class B-2 Notes 'BB'
---------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Springleaf Mortgage Loan Trust's $413.53 million mortgage-backed
notes series 2012-1.

The note issuance is a residential mortgage-backed securities
transaction backed by residential mortgage loans.

The ratings reflect S&P's view of:

   * "The likelihood that the expected credit enhancement of
     45.00%, 35.00%, 27.57%, 21.57%, 16.57%, and 12.57% will be
     able to withstand our 'AAA', 'AA', 'A+', 'A-', 'BBB', and
     'BB' stress scenarios, respectively, for this portfolio,
     which is secured by residential mortgage loans. The credit
     enhancement comprises subordination, an interest shortfall
     reserve fund, excess interest, and overcollateralization,"
     S&P said.

   * "The risks and mitigating factors we see based on the results
     of Standard & Poor's Ratings Services' mortgage originator
     and conduit reviews, third-party due-diligence review, and
     representations (reps) and warranties review with respect to
     the mortgage assets. Although the mortgage loans are
     seasoned, we performed a full mortgage originator review of
     Springleaf Finance Corp. (Springleaf), which included a
     review of its acquisition program, pursuant to which we
     assigned a 'Middle Tier' ranking. While there are multiple
     originators, we performed our review only on Springleaf
     because it originated approximately 90% of the collateral
     through its branches and subsidiaries. We also analyzed
     Springleaf's acquisition strategy for acquired mortgage
     collateral," S&P said.

   * "The significance to our ratings of the timing of losses, the
     foreclosed properties' recovery value, and our default
     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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
Springleaf Mortgage Loan Trust 2012-1

Class     Rating               Amount
                             (mil. $)
A         AAA (sf)            260.155
M-1       AA (sf)              47.301
M-2       A+ (sf)              35.125
M-3       A- (sf)              28.380
B-1       BBB (sf)             23.650
B-2       BB (sf)              18.921
C         NR                   59.477
R         NR                      N/A

NR-Not rated.
N/A-Not applicable.


STEERS HIGH-GRADE: Moody's Affirms 'B3' Ratings on 3 Trust Units
----------------------------------------------------------------
Moody's Investors Service has affirmed four trust units issued by
STEERS High-Grade CMBS Resecuritization Trust 2 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.

Series 2006-6, Affirmed at B3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Series 2006-8, Affirmed at B3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Series 2006-10, Affirmed at B2 (sf); previously on May 4, 2011
Downgraded to B2 (sf)

Series 2006-11, Affirmed at B3 (sf); previously on May 4, 2011
Downgraded to B3 (sf)

Ratings Rationale

STEERS High-Grade CMBS Resecuritization Trust 2 is a static credit
linked notes transaction backed by a portfolio of tranched credit
default swaps referencing 100% commercial mortgage backed
securities (CMBS). All of the CMBS reference obligations were
securitized in 2004 (5.0%), 2005 (87.5%), and 2006 (7.5%).
Currently, 77.5% of the reference obligations are rated by
Moody's.

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 collateral pool. Moody's
modeled a bottom-dollar WARF of 90 compared to 84 at last review.
The distribution of current ratings is as follows: Aaa-Aa3 (57.5%
compared to 67.5% at last review), A1-A3 (30.0% compared to 20.0%
at last review), and Baa1-Baa3 (12.5%, the same as 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 3.3
years compared to 4.2 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 53.3%, compared to 59.1% 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 obligations pool (i.e. the measure of
diversity). Moody's modeled a MAC of 46.7% compared to 46.6% 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. Rated notes are particularly sensitive to
rating changes within the collateral pool. Holding all other key
parameters static, changing all reference obligations' ratings or
credit estimates by one notch downward or by one notch upward,
would result in average rating movement on the rated notes of 1.4
to 1.8 notches downward and 1.2 to 2.0 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.


SYMPHONY CLO IX: S&P Gives 'BB' Rating on Class E Deferrable Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Symphony CLO IX L.P./Symphony CLO IX LLC's $559.75
million floating-rate notes.

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

The preliminary ratings are based on information as of April 24,
2012. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

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

  * The credit enhancement provided to the preliminary rated notes
    through the subordination of cash flows that are payable to
    the limited partnership (LP) certificates.

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

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

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

  * The collateral manager's experienced management team.

  * "The timely interest and ultimate principal payments on the
    preliminary rated notes, which we assessed using our cash flow
    analysis and assumptions commensurate with the assigned
    preliminary ratings under various interest rate scenarios,
    including LIBOR ranging from 0.34%-12.26%," S&P said.

  * The transaction's overcollateralization 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

PRELIMINARY RATINGS ASSIGNED
Symphony CLO IX L.P./Symphony CLO IX LLC

Class              Rating            Amount
                                   (mil. $)
X                  AAA(sf)             5.50
A                  AAA (sf)          377.25
B                  AA (sf)            75.00
C (deferrable)     A (sf)             43.50
D (deferrable)     BBB (sf)           30.75
E (deferrable)     BB (sf)            27.75
LP certificates    NR                 64.00

NR-Not rated.


UBS COMMERCIAL: Moody's Assigns '(P)B2' Rating to F Certificates
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
twelve classes of CMBS securities, issued by UBS Commercial
Mortgage Trust 2012-C1, Commercial Mortgage Pass-Through
Certificates, Series 2012-C1.

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

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

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

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

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

Cl. X-B, Assigned (P) Ba3 (sf)

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

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

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

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

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

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

Ratings Rationale

The Certificates are collateralized by 73 fixed rate loans secured
by 100 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 1.32X is broadly in-line with the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 0.99X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 101.9% is lower than the 2007
conduit/fusion transaction average of 110.6%. The largest loan in
the pool represents 9.0% of the pool balance and is effectively
secured by land underneath Dream Hotel Downtown in New York City.
If Moody's considers the value of the improvements on top of the
collateral, Moody's Trust LTV ratio falls to 100.1%. By either
measure, Moody's Trust LTV ratio for the pool is the highest level
Moody's has calculated for conduit pools rated since 2009. Moody's
Total LTV ratio, (inclusive of subordinated debt) of 108.5% is
also considered when analyzing various stress scenarios for the
rated debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
25.4. which is in-line with other multi-borrower pools rated by
Moody's since 2009. The score is in-line with previously rated
conduit and fusion transactions but higher than previously rated
large loan transactions.

With respect to property level diversity, the pool's property
level Herfindahl score is 26.6. Nine loans (13.0% of the pool
balance) are secured by multiple properties. Loans secured by
multiple properties benefit from lower cash flow volatility given
that excess cash flow from one property can be used to augment
another's cash flow to meet debt service requirements. These loans
also benefit from the pooling of equity from each underlying
property.

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 weighted
average grade for the pool is 2.01, which is better than the
indices calculated in most multi-borrower transactions since 2009.

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 analysis employs the excel-based CMBS Conduit Model v2.60
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 version 1.0 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 5.0%, 14.0%, or 22.3%, the model-indicated rating for the
currently rated junior Aaa class would be Aa1, Aa3, A2,
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.


VENTURE VI: S&P Raises Rating on Class C Notes From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-1-J, A-2, B, and C notes from Venture VI CDO Ltd., a
collateralized loan obligation (CLO) transaction managed by MJX
Asset Management LLC. "At the same time, we affirmed the rating
on classes A-1-S," S&P said.

"The upgrades mainly reflect improvements in the credit quality of
the assets in the transaction's' underlying asset portfolios since
January 2010. The A-1-S note rating affirmation reflects
sufficient credit support available to the notes at the current
rating level," S&P said.

The transaction is still in its reinvestment phase and it may
reinvest principal proceeds in new collateral until August 2013.

"The performance of the transaction has improved since our last
downgrade action on Jan. 29, 2010. In particular, the amount of
defaulted assets and 'CCC' rated obligations has decreased
significantly. Based on the March 12, 2012, trustee report, which
we referenced for the rating actions, the transaction contained
$14.62 million of defaulted assets, compared with $28.1 million,
almost double that number, in the Dec. 10, 2009, trustee report,
which we used for January 2010 rating actions. Additionally, the
transaction reported about 5% of the collateral in 'CCC' rated
assets per the March 2012 trustee report, compared with more than
9% in the December 2009 report," S&P said.

"The amount of performing assets in the transaction has increased
due to reinvestments and the decrease in defaulted and 'CCC' rated
assets. As a result of these positive changes in the transaction,
the A-2, B, and C overcollateralization (O/C) ratios have
improved," S&P said.

"The A-2, B, and C notes can now support their original ratings,
while we raised the ratings on the class A-1 and A-1-J notes to
'AA+ (sf)', one notch below their original 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," 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

Venture VI CDO Ltd.
                          Rating
Class            To                    From
A-1              AA+ (sf)              AA- (sf)
A-1-J            AA+ (sf)              AA- (sf)
A-2              AA (sf)               A+ (sf)
B                A (sf)                BBB+ (sf)
C                BBB (sf)              BB+ (sf)

RATING AFFIRMED

Venture VI CDO Ltd.
Class            Rating
A-1-S            AA+ (sf)

TRANSACTION INFORMATION

Issuer:              Venture VI CDO Ltd.
Coissuer:            Venture VI CDO Corp.
Collateral manager:  MJX Asset Management LLC
Trustee:             The Bank of New York Mellon
Transaction type:    Cash flow CLO


WACHOVIA BANK: Moody's Cuts Rating on M Certificates to 'C'
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed nine classes and downgraded five classes of Wachovia Bank
Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2003-C8 as follows:

Cl. A-3, Affirmed at Aaa (sf); previously on Mar 18, 2004
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Mar 18, 2004
Definitive Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Apr 11, 2008 Upgraded
to Aa1 (sf)

Cl. C, Upgraded to Aa1 (sf); previously on Apr 11, 2008 Upgraded
to Aa2 (sf)

Cl. D, Affirmed at A2 (sf); previously on Jun 2, 2010 Confirmed at
A2 (sf)

Cl. E, Affirmed at A3 (sf); previously on Jun 2, 2010 Confirmed at
A3 (sf)

Cl. F, Affirmed at Baa1 (sf); previously on Jun 2, 2010 Confirmed
at Baa1 (sf)

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

Cl. H, Downgraded to B2 (sf); previously on Jun 2, 2010 Downgraded
to B1 (sf)

Cl. J, Downgraded to Caa1 (sf); previously on Jun 2, 2010
Downgraded to B3 (sf)

Cl. K, Downgraded to Caa3 (sf); previously on Jun 2, 2010
Downgraded to Caa2 (sf)

Cl. L, Downgraded to Ca (sf); previously on Jun 2, 2010 Downgraded
to Caa3 (sf)

Cl. M, Downgraded to C (sf); previously on Jun 2, 2010 Downgraded
to Ca (sf)

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

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

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

Ratings Rationale

The upgrades are due to increased credit support due to mortgage
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 downgrades are due to weaker credit support from anticipated
losses from troubled and specially serviced loans.

The rating of the IO Class, Class X-C, 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
6.3% of the current balance compared to 4.4% 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 2.61 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 11, down from 13 at Moody's prior full review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel based Large Loan Model v 8.3 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 25, 2011.

DEAL PERFORMANCE

As of the April 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 41% to $578.5
million from $974.2 million at securitization. The Certificates
are collateralized by 43 mortgage loans ranging in size from less
than 1% to 19% of the pool, with the top ten loans representing
58% of the pool. Four loans, representing 20% of the pool, have
defeased and are secured by U.S. government securities. There is
one loan with an investment grade credit estimate, representing
19% of the pool.

Four loans, representing 11% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

No loans have been liquidated from the pool since securitization.
Five loans, representing 16% of the pool, are in special
servicing. The Regency Square Mall Loan ($43.2 million - 7.5% of
the pool) was recently transferred to special servicing on April
24, 2012. This loan represents a 50% participation interest in an
$86.3 million first mortgage loan. The loan is collateralized by
the borrower's interest in a 1.45 million SF (collateralis 938,031
SF) regional mall located in Jacksonville, Florida. The mall is
anchored by Belk, JC Penney, Dillard's and Sears and the loan
sponsor is GGP. Moody's has estimated a $23.7 million loss (25%
expected loss) for the specially serviced loans.

Moody's has assumed a high default probability for two poorly
performing loans representing 2.1% of the pool and has estimated a
$2.7 million loss (23% expected loss based on a 50% probability of
default) from these three troubled loans.

Moody's was provided with full year 2010 and partial year 2011
operating results for 98% and 45% of the performing pool,
respectively. Excluding specially serviced and troubled loans,
Moody's weighted average LTV is 74% compared to 76% at last full
review. Moody's net cash flow reflects a weighted average haircut
of 11.9% 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 1.62X and 1.49X, respectively, compared to
1.73X and 1.46X, 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 loan with a credit estimate is the Tucson Mall Loan ($108.1
million -- 18.7% of the pool), which is secured by the borrower's
interest in a 1.3 million SF (collateral for the loan is 447,000
SF) regional mall located in Tucson, Arizona. The mall is anchored
by Macy's, Dillard's, JC Penney and Sears, none of which are part
of the collateral. The loan sponsor is General Growth Properties
(GGP). As of December 2011, leasing of the inline space and
overall center were 86% and 95%, respectively, compared to 73% and
91% at last review. Moody's current credit estimate and stressed
DSCR are A2 and 1.62X, respectively, compared to A2 and 1.44X at
last review.

The top three performing conduit loans represent 22% of the pool
balance. The largest conduit loan is the Four Seasons Hotel Loan
($46.5 million -- 8.0% of the pool), which is secured by a 343-
room full-service hotel located in Chicago, Illinois. The hotel's
performance has shown a slight recovery from the recession. The
loan is on the servicer's watchlist due to low DSCR. Occupancy and
Average Daily Rate (ADR) were reported at 63% and $327,
respectively as of February 2012. Moody's analysis reflects the
expectation of continued performance improvement due to improved
prospects for the hospitality industry. Moody's LTV and stressed
DSCR are 54% and 2.04X, respectively, compared 56% and 1.98X at
last review.

The second largest loan is the Rivertowne Commons loan ($37.7
million -- 6.5% of the pool), which represents a 387,339 SF
shopping center located in Oxon Hill, Maryland. The shopping
center's major tenants include Super Kmart, Safeway, Staples and
CVS. Occupancy was reported at 96% as of December 2011 compared to
94% as of December 2010. Financial performance increased in
concert with higher occupancy over the prior calendar year.
Moody's LTV and stressed DSCR are 98% and 1.02x, respectively,
compared to 114% and 0.88X at last review.

The third largest conduit loan is the Westlake Corporate Park loan
($17.5 million -- 3.0% of the pool), which represents a 384,436 SF
suburban office building located in Little Rock, Arkansas.
Occupancy was reported at 92% as of December 2011 compared to 89%
as of December 2010. Financial performance has improved in concert
with increased occupancy. Moody's LTV and stressed DSCR are 52%
and 2.08x, respectively, compared to 58% and 1.86X at last review.


WASHINGTON MUTUAL 2005-C1: S&P Cuts 2 Cert. Class Ratings to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Washington Mutual Asset Securities Corp.'s series 2005-C1, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
"Concurrently, we affirmed our ratings on eight other classes from
the same transaction," S&P said.

"The downgrades reflect our review of the credit characteristics
of the remaining collateral in the pool, the deal structure, and
the liquidity available to the trust. The lowered ratings also
reflect credit support erosion that we anticipate will occur upon
the eventual resolution the transaction's three ($16.4 million,
25.4%) loans that are with the special servicer, and a reduction
in the liquidity support available to the subject classes due to
interest shortfalls. We lowered our ratings to 'D (sf)' on the
class L and M certificates because we believe the accumulated
interest shortfalls affecting these classes will remain
outstanding for the foreseeable future," S&P said.

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

"Our rating actions also considered the transaction's near-term
maturities. By balance, 22.3% of the loans mature by the end of
2013, excluding the three specially serviced assets," S&P said.

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.60x and a loan-to-value
(LTV) ratio of 54.3%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.38x
and an LTV ratio of 69.2%. The implied defaults and loss severity
under the 'AAA' scenario were 32.3% and 17.7%. The DSC and LTV
calculations exclude three loans that are currently with the
special servicer ($16.4 million, 25.4%). We separately estimated
losses for the specially serviced loans and included them in our
'AAA' scenario implied default and loss severity figures," S&P
said.

"As of the March 26, 2012, trustee remittance report, the trust
experienced monthly interest shortfalls of $16,546 primarily due
to appraisal subordinate entitlement reduction (ASER) amounts
($7,498), miscellaneous expenses paid by servicer ($3,862), and
special servicing fees ($3,421). The interest shortfalls affected
all classes subordinate to and including class L. The class L and
M certificates have experienced cumulative interest shortfalls for
five consecutive months, and we expect the shortfalls to remain
outstanding for the foreseeable future. Consequently, we
downgraded these classes to 'D (sf)'. Our analysis indicated that
the total anticipated recurring monthly interest shortfalls will
reduce the liquidity support available to the classes senior to
class L. As a result of our analysis, we lowered our ratings on
classes H, J, and K," S&P said.

                       CREDIT CONSIDERATIONS

"As of the March 26, 2012, trustee remittance report, three ($16.4
million, 25.4%) assets in the pool were with the special servicer,
KeyBank Real Estate Capital Markets Inc. (KeyBank). The reported
payment status of the specially serviced assets is: one is in
foreclosure ($6.7 million, 10.4%) and two are matured balloon
loans ($9.7 million, 15.0%). Appraisal reduction amounts (ARAs)
totaling $1.5 million are in effect for two of the specially
serviced assets," S&P said.

"The Star Building loan ($6.7 million, 10.4%) is the second-
largest loan in the pool and the largest specially serviced asset.
The loan is secured by the fee interest in an office building in
Seattle, Wash., totaling 51,616 sq. ft. The loan was transferred
to the special servicer on Aug.31, 2011, due to imminent default.
The loan matured on Nov. 1, 2011. According to the special
servicer, multiple resolution alternatives are under
consideration. The reported year-end 2010 DSC was 1.80x and the
reported occupancy was 100% as of June 2011. An ARA of $1.2
million is in effect against this loan. We expect a moderate loss
upon the eventual resolution of this loan," S&P said.

"The Wright Building loan ($5.4 million, 8.5%) is the second-
largest specially serviced asset in the pool and is collateralized
by an industrial building in Bothell, Wash., totaling 60,448 sq.
ft. The loan was transferred to the special servicer on Feb. 4,
2011, due to imminent default. The loan matured on Feb. 4, 2011.
According to KeyBank, the lender and borrower have entered into
a forbearance agreement. As of year-end 2010, the reported DSC was
0.63x and occupancy at the property was 85.1%. An ARA of $51,083
is in effect against this loan. We expect a small loss upon the
eventual resolution of this loan," S&P said.

"The Sunrise Warehouse loan ($4.2 million, 6.6%) is the third-
largest specially serviced asset in the pool. The loan is
collateralized by an industrial property in Woodinville, Wash.,
totaling 66,260 sq. ft. The loan was transferred to the special
servicer on Feb. 3, 2011, due to imminent default. The loan
matured on March 1, 2011. According to KeyBank, the borrower is
attempting to refinance the loan. We expect a small loss upon the
eventual resolution of this loan," S&P said.

                      TRANSACTION SUMMARY

"As of the March 26, 2012, trustee remittance report, the total
pool balance was $64.4 million, which is 9.9% of the pool balance
at issuance. The pool includes 48 loans, down from 217 loans at
issuance. The master servicer, also KeyBank, provided financial
information for 100% of the loans in the pool, 75.3% of which was
full-year 2010 data, and 24% was full-year 2011 data," S&P said.

"We calculated a weighted average DSC of 1.53x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV ratio were 1.60x and 54.3%. Our adjusted DSC and LTV
figures exclude three loans that are currently with the special
servicer ($16.4 million, 25.4%). The transaction has experienced
$152,352 in principal losses in connection with five assets. Seven
loans ($7.5 million, 11.6%) in the pool are on the master
servicer's watchlist, including two ($3.9 million, 6.0%) of the
top 10 loans in the pool. Eight loans ($19.2 million, 29.8%) have
a reported DSC of less than 1.10x, six of which ($12.4 million,
19.2%) have a reported DSC of less than 1.00x," S&P said.

                     SUMMARY OF TOP 10 LOANS

"The top 10 loans have an aggregate outstanding balance of $40.4
million (62.7%). Using servicer-reported numbers, we calculated a
weighted average DSC of 1.37x for the top 10 loans. Our adjusted
DSC and LTV ratio for the top 10 loans were 1.39x and 63.4%. Three
of the top 10 loans ($16.4 million, 25.4%) are specially serviced.
Two $3.8 million, 6.0%) of the top 10 loans are on the master
servicer's watchlist," S&P said.

"The 8080 Dagget Street loan ($2.1 million, 3.3%) is the eighth-
largest loan in the pool and the largest loan on the master
servicer's watchlist. The loan is secured by an office building in
San Diego, Calif., totaling 32,482 sq. ft. The loan is on the
master servicer's watchlist for a low reported DSC, which was
1.34x as of December 2010. The reported occupancy at year-end 2011
was 100%," S&P said.

"The West Craig Plaza loan ($1.7 million, 2.6%) is the 10th-
largest loan in the pool and the second-largest loan on the master
servicer's watchlist. The loan is secured by a retail shopping
center in Las Vegas, Nev., totaling 18,450 sq. ft. The loan is on
the master servicer's watchlist for a low reported DSC, which was
1.0x as of December 2010. The reported occupancy as of March 22,
2011, was 59.1%," 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 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 Reports
included in this credit rating report are available at

       http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Washington Mutual Asset Securities Corp.
Commercial mortgage pass-through certificates series 2005-C1

                Rating
Class      To           From        Credit enhancement (%)
H          B+ (sf)     BB+ (sf)                      16.18
J          CCC (sf)    BB- (sf)                      11.13
K          CCC- (sf)   CCC+ (sf)                      7.34
L          D (sf)      CCC- (sf)                      3.55
M          D (sf)      CCC- (sf)                      2.29

RATINGS AFFIRMED

Washington Mutual Asset Securities Corp.
Commercial mortgage pass-through certificates series 2005-C1

Class    Rating          Credit enhancement (%)
A-J      AAA (sf)                         94.46
B        AA+ (sf)                         80.57
C        A+ (sf)                          60.37
D        A (sf)                           54.05
E        BBB+ (sf)                        45.22
F        BBB (sf)                         37.64
G        BBB- (sf)                        28.80
X        AAA (sf)                           N/A

N/A-Not applicable.


WIND RIVER: S&P Withdraws 'CCC+' Type II Composite Note Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on three
classes of notes from three U.S. cash flow collateralized loan
obligation (CLO) transactions.

"We withdrew our ratings on the class P-1 notes from ACA CLO 2005-
1 Ltd. and the class U combo notes from Dryden VII-Leveraged Loan
CDO 2004 following the unwind and/or transfer of these U.S.
Treasury Strips to the noteholders," S&P said.

"The type II composite notes from Wind River CLO II - Tate
Investors Ltd. consisted of a portion of the class B-2, C, and
subordinated notes. We withdrew our ratings on this class after
the noteholder exchanged the composite note in whole for the
classes represented by its components," 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 WITHDRAWN

ACA CLO 2005-1 Ltd.
                  Rating
Class         To          From
P-1           NR          AAA (sf)

Dryden VII-Leveraged Loan CDO 2004
                  Rating
Class         To          From
U Combo       NR          AAA (sf)

Wind River CLO II - Tate Investors Ltd.
                  Rating
Class         To          From
Type II Cp    NR          CCC+ (sf)

NR-Not rated.


* Fitch Downgrades Rating on 297 Distressed Bonds to 'Dsf'
----------------------------------------------------------
Fitch Ratings has downgraded 297 distressed bonds in 159 U.S. RMBS
transactions to 'Dsf'.  The downgrades indicate that the bonds
have incurred a principal write-down.  Of the bonds downgraded to
'Dsf', all classes were previously rated 'Csf' or 'CCsf'.  All
ratings below 'Bsf' indicate a default is expected.

As part of this review, the Recovery Estimates of the defaulted
bonds were not revised.  Additionally, the review only focused on
the bonds which defaulted and did not include any other bonds in
the affected transactions.

Of the 297 classes affected by these downgrades, 129 are Prime,
121 are Alt-A, and 44 are Subprime.  The remaining transaction
types are other sectors.  The majority of the bonds (57.2%) have a
Recovery Estimate of 50% - 90%, which indicates that the bonds
will recover 50% - 90% of the current outstanding balance, while
24.2% have a Recovery Estimate of 0%.

A spreadsheet detailing Fitch's rating actions can be found at
'www.fitchratings.com' by performing a title search for 'Fitch
Downgrades 297 Distressed Bonds to 'Dsf' in 159 U.S. RMBS
Transactions'.  These actions were reviewed by a committee of
Fitch analysts.  The spreadsheet provides the contact information
for the performance analyst.

The spreadsheet also details Fitch's assignment of Recovery
Estimates (REs) to the transactions.  The Recovery Estimate scale
is based upon the expected relative recovery characteristics of an
obligation.  For structured finance, Recovery Estimates are
designed to estimate recoveries on a forward-looking basis.


* S&P Takes Rating Actions on 14 Tranches From 10 CDO Deals
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 14
tranches from 10 corporate-backed synthetic collateralized debt
obligation (CDO) transactions on CreditWatch positive. "At the
same time, we placed our ratings on four tranches from four
corporate-backed synthetic CDO transactions on CreditWatch
negative. In addition, we affirmed our ratings on seven tranches
from four synthetic CDO transactions backed by commercial
mortgage-backed securities (CMBS) and removed them from
CreditWatch negative. The rating actions followed our monthly
review of U.S. synthetic CDO transactions.

"The CreditWatch positive placements reflect seasoning of the
transactions, rating stability of the obligors in the underlying
reference portfolios over the past few months, and synthetic rated
overcollateralization (SROC) ratios that rose above 100% at the
next highest rating level. The CreditWatch negative placements
reflect negative rating migration in the respective portfolios and
SROC ratios that fell below 100% as of the March month-end run.
The rating affirmations reflect our review of synthetic CDOs
backed by CMBS securities after applying our updated criteria for
CDOs backed by pooled SF securities. The affirmations reflect SROC
ratios that were at or above 100% at their current rating levels,"
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

Aphex Capital NSCR 2007-5 Ltd.
                        Rating         Rating
Class                   To             From
A-1FL                   CCC- (sf)      CCC- (sf)/Watch Neg
A-1FX                   CCC- (sf)      CCC- (sf)/Watch Neg

ARLO Ltd.
Series 11
                        Rating                 Rating
Class                   To                     From
A                       BBB-p (sf)/Watch Neg   BBB-p (sf)

Corsair (Jersey) No. 4 Ltd.
Series 10
                        Rating                 Rating
Class                   To                     From
Notes                   BB (sf)/Watch Neg      BB (sf)

Greylock Synthetic CDO 2006
Series 3
                        Rating                 Rating
Class                   To                     From
A1-EURLMS               BBB+ (sf)/Watch Pos    BBB+ (sf)

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

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

Morgan Stanley Managed ACES SPC
Series 2005-1
                         Rating                Rating
Class                    To                    From
III A                    B+ (sf)/Watch Pos     B+ (sf)
III B                    B+ (sf)/Watch Pos     B+ (sf)
III C                    B+ (sf)/Watch Pos     B+ (sf)
III D                    B+ (sf)/Watch Pos     B+ (sf)

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

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

Pegasus 2006-1 Ltd.
                         Rating               Rating
Class                    To                   From
A1                       BB (sf)              BB (sf)/Watch Neg
A2                       BB (sf)              BB (sf)/Watch Neg

Pegasus 2007-1 Ltd.
                         Rating               Rating
Class                    To                   From
A1                       B+ (sf)              B+ (sf)/Watch Neg
A2                       B+ (sf)              B+ (sf)/Watch Neg

Rutland Rated Investments
Series 2006-2 (28)
                         Rating               Rating
Class                    To                   From
A1A-L                    CCC- (sf)/Watch Pos  CCC- (sf)

Rutland Rated Investments
EUR5 mil, US$197 mil Dryden XII
- IG Synthetic CDO 2006-1
                         Rating               Rating
Class                    To                   From
A5-$LS                   BB (sf)/Watch Pos    BB (sf)

Rutland Rated Investments
US$105 mil Dryden XII
- IG Synthetic CDO 2006-2
                         Rating               Rating
Class                    To                   From
A1A-$LS                  BBB (sf)/Watch Pos   BBB (sf)

Seawall 2006-1 Ltd.
                         Rating               Rating
Class                    To                   From
C-2                      BBB- (sf)            BBB- (sf)/Watch Neg

STEERS Thayer Gate CDO Trust
Series 2006-1
                         Rating               Rating
Class                    To                   From
Trust Cert               B- (sf)/Watch Neg    B- (sf)

STEERS Thayer Gate CDO Trust
Series 2006-2
                         Rating               Rating
Class                    To                   From
Trust Unit               B- (sf)/Watch Neg    B- (sf)

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


* S&P Lowers Ratings on 541 Classes From 326 RMBS Deals to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 541
classes of mortgage pass-through certificates from 326 U.S.
residential mortgage-backed securities (RMBS) transactions to 'D
(sf)'. The transactions within this review were issued between
2001 and 2009.

The complete rating list is available for free at:

    http://bankrupt.com/misc/S&P_RMBS_Downgrade_4_24_12.pdf

"The downgrades reflect our assessment of the impact that
principal write-downs had on the affected classes during recent
remittance periods. Prior to 's rating actions, all of the
downgraded classes in this review had 'CCC (sf)' or 'CC (sf)'
ratings," S&P said.

"Approximately 77.26% of the defaulted classes were from
transactions backed by Alternative-A (Alt-A) or prime jumbo
mortgage loan collateral," S&P said. The 541 defaulted classes
consist of:

  * 243 classes from Alt-A transactions (44.92% of all defaults);

  * 175 from prime jumbo transactions (32.35%);

  * 102 from subprime transactions (18.85%);

  * Six from resecuritized real estate mortgage investment conduit
    (re-REMIC) transactions;

Three from an RMBS Federal Housing Administration/Veterans Affairs
transaction;

  * Two from RMBS closed-end second-lien transactions;

  * Two from RMBS risk transfer transactions;

  * Two from small balance commercial loan transactions;

  * Two from RMBS reperforming transactions;

  * Two from RMBS Outside the Guidelines transactions;

  * One from an RMBS document-deficient transaction; and

  * One from an RMBS first-lien high LTV transaction.

A combination of subordination, excess spread, and
overcollateralization (where applicable) provide credit
enhancement for all of the transactions in this review.

Standard & Poor's will continue to monitor its ratings on
securities that experience principal write-downs, and it will
adjust its ratings as it considers appropriate in accordance with
its criteria.

            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


* S&P Lowers Ratings on 176 Classes From 77 US RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 176
classes from 77 U.S. residential mortgage-backed securities (RMBS)
transactions issued between 1996 and 2007, and removed one of the
lowered ratings from CreditWatch with negative implications.
"Concurrently, we raised our ratings on five classes from five of
the transactions with lowered ratings. Furthermore, we affirmed
our ratings on 750 classes from 130 of the reviewed transactions
and removed one of the affirmed ratings from CreditWatch negative.
We also withdrew our rating on one class from one of the reviewed
transactions because the class paid in full. The 131 RMBS
transactions in this review are backed by subprime mortgage loan
collateral," 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 applicable rating stresses.
For certain classes, the downgrades also incorporated our interest
shortfall criteria," S&P said.

"Of the downgrades partially based on our interest shortfall
criteria, we lowered our ratings to 'D' on 30 classes. We also
lowered one additional rating to 'D' because the affected class
incurred principal write-downs during recent remittance periods,"
S&P said.

"Among other factors, the upgrades reflect our view of decreased
delinquencies within the structures associated with the affected
classes. The decreased delinquencies have reduced remaining
projected losses for these structures, allowing these classes to
withstand more stressful scenarios. In addition, each upgrade
reflects our assessment that the projected credit enhancement for
each affected class will be more than sufficient to cover
projected losses at the revised rating levels; however, we are
limiting the extent of the upgrades to reflect our view of ongoing
market risk," S&P said.

"The affirmations reflect our belief that projected credit
enhancement available for the affected classes will be  sufficient
to cover our projected losses at the current rating levels. The
affirmed 'CCC (sf)' and 'CC (sf)' ratings reflect our assessment
that the credit enhancement for these classes will remain
insufficient to cover projected losses," S&P said.

"The rating actions reflect our view of transaction-specific loss
projections, where applicable. In order to maintain a 'B' rating
on a class, we assessed whether, in our view, a class could absorb
the remaining base-case loss assumptions we used in our analysis.
In order to maintain a rating higher than 'B', we assessed whether
the class could withstand losses exceeding our remaining base-case
loss assumptions at a percentage specific to each rating category,
up to 150% for a 'AAA' rating. For example, in general, we would
assess whether one class could withstand approximately 110% of our
remaining base-case loss assumptions to maintain a 'BB' rating,
while we would assess whether a different class could withstand
approximately 120% 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 150% of our remaining
base-case loss assumptions under our analysis," S&P said.

"Based on our criteria, the current ratings on the bond-insured
classes reflect the higher of (i) the rating on the respective
bond insurer and (ii) the rating on the classes without giving
benefit to the bond insurance," 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

2004-CB4 Trust
Series      2004-CB4
                               Rating
Class      CUSIP       To                   From
M-3        12489WJT2   CC (sf)              CCC (sf)

2004-CB6 Trust
Series      2004-CB6
                               Rating
Class      CUSIP       To                   From
M-1        59020UJC0   BB (sf)              AA (sf)
M-2        59020UJD8   CCC (sf)             B (sf)
B-1        59020UJF3   CC (sf)              CCC (sf)
B-2        59020UJG1   CC (sf)              CCC (sf)

Aames Mortgage Investment Trust 2005-3
Series      2005-3
                               Rating
Class      CUSIP       To                   From
M5         00252FCK5   A- (sf)              A (sf)
M6         00252FCL3   BB (sf)              BBB (sf)
B1         00252FCM1   B (sf)               BB (sf)
B2         00252FCN9   CCC (sf)             B- (sf)

ABFC 2003-WMC1 Trust
Series      2003-WMC1
                               Rating
Class      CUSIP       To                   From
M-6        04542BEF5   NR                   BBB- (sf)

ABFC 2004-OPT2 Trust
Series      2004-OPT2
                               Rating
Class      CUSIP       To                   From
M-2        04542BFX5   B+ (sf)              BB (sf)

ABFC 2004-OPT4 Trust
Series      2004-OPT4
                               Rating
Class      CUSIP       To                   From
M-1        04542BHD7   BB- (sf)             A- (sf)
M-3        04542BHF2   CC (sf)              CCC (sf)

ABFC 2005-AQ1 Trust
Series      2005-AQ1
                               Rating
Class      CUSIP       To                   From
A-4        04542BMS8   A- (sf)              A+ (sf)
A-5        04542BMT6   BBB+ (sf)            A- (sf)
A-6        04542BMU3   A+ (sf)              AA- (sf)

ACE Securities Corp. Home Equity Loan Trust, Series 2003-OP1
Series      2003-OP1
                               Rating
Class      CUSIP       To                   From
M-2        004427BN9   BB+ (sf)             A (sf)
M-3        004427BP4   B- (sf)              BB- (sf)
M-4        004427BQ2   CCC (sf)             B- (sf)
M-5        004427BR0   CC (sf)              CCC (sf)

Ace Securities Corp. Home Equity Loan Trust, Series 2004-OP1
Series      2004-OP1
                               Rating
Class      CUSIP       To                   From
M-2        004421EX7   BB- (sf)             BBB- (sf)
M-3        004421EY5   B- (sf)              B (sf)
M-4        004421EZ2   CCC (sf)             B- (sf)
M-5        004421FA6   CC (sf)              CCC (sf)

Ace Securities Corp. Home Equity Loan Trust, Series 2006-OP2
Series      2006-OP2
                               Rating
Class      CUSIP       To                   From
M-1        00441YAF9   CC (sf)              CCC (sf)

ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1
Series      2007-D1
                               Rating
Class      CUSIP       To                   From
A-M        00083BAE5   D (sf)               CCC (sf)
M-1        00083BAF2   D (sf)               CCC (sf)
M-2        00083BAG0   D (sf)               CCC (sf)
M-3        00083BAH8   D (sf)               CCC (sf)
M-4        00083BAJ4   D (sf)               CCC (sf)
M-5        00083BAK1   D (sf)               CCC (sf)

Aegis Asset Backed Securities Trust 2005-3
Series      2005-3
                               Rating
Class      CUSIP       To                   From
M5         00764MFV4   D (sf)               CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-5
                               Rating
Class      CUSIP       To                   From
A-5        03072SFX8   AA- (sf)             AA- (sf)/Watch Neg
A-6        03072SFY6   BBB+ (sf)            AAA (sf)/Watch Neg
M-1        03072SFZ3   CC (sf)              CCC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-9
                               Rating
Class      CUSIP       To                   From
M-2        03072SJX4   BB (sf)              BBB+ (sf)
M-3        03072SJY2   B- (sf)              BB- (sf)
M-4        03072SJZ9   CCC (sf)             B- (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-12
                               Rating
Class      CUSIP       To                   From
M-2        03072SMY8   BBB (sf)             A (sf)
M-3        03072SMZ5   B+ (sf)              BB+ (sf)
M-4        03072SNA9   CCC (sf)             B- (sf)
M-5        03072SNB7   CC (sf)              CCC (sf)

Amortizing Residential Collateral Trust
Series      2002-BC6
                               Rating
Class      CUSIP       To                   From
M1         86358R6A0   BB (sf)              BBB (sf)

Argent Securities Inc.
Series      2003-W5
                               Rating
Class      CUSIP       To                   From
M-3        040104BZ3   BB+ (sf)             A- (sf)
M-4        040104CA7   B- (sf)              BB- (sf)
M-5        040104CB5   CCC (sf)             B- (sf)

Argent Securities Inc.
Series      2004-W8
                               Rating
Class      CUSIP       To                   From
M-1        040104JN2   AA (sf)              AA+ (sf)
M-2        040104JP7   BBB- (sf)            BBB (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
2003-HE7
Series      2003-HE7
                               Rating
Class      CUSIP       To                   From
M2         04541GGT3   BBB+ (sf)            A (sf)
M3         04541GGU0   BB- (sf)             A- (sf)
M4         04541GGV8   B- (sf)              BB (sf)
M5         04541GGW6   CCC (sf)             B- (sf)
M6         04541GGX4   CC (sf)              CCC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
2004-HE2
Series      2004-HE2
                               Rating
Class      CUSIP       To                   From
M2         04541GHX3   BB- (sf)             BB (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2004-HE9
Series      2004-HE9
                               Rating
Class      CUSIP       To                   From
M1         04541GNA6   BBB- (sf)            A- (sf)

Bear Stearns Asset Backed Securities I Trust 2006-HE2
Series      2006-HE2
                               Rating
Class      CUSIP       To                   From
M-1        07387UEM9   D (sf)               B- (sf)
M-2        07387UEN7   D (sf)               CCC (sf)
M-3        07387UEP2   D (sf)               CC (sf)
M-4        07387UEQ0   D (sf)               CC (sf)

Bear Stearns Asset Backed Securities I Trust 2006-HE9
Series      2006-HE9
                               Rating
Class      CUSIP       To                   From
M-1        07389MAF4   CC (sf)              CCC (sf)

Bear Stearns Asset Backed Securities I Trust 2007-HE5
Series      2007-HE5
                               Rating
Class      CUSIP       To                   From
M-2        073859AH3   CC (sf)              CCC (sf)
M-3        073859AJ9   CC (sf)              CCC (sf)

CDC Mortgage Capital Trust 2004-HE1
Series      2004-HE1
                               Rating
Class      CUSIP       To                   From
M-1        12506YCL1   BBB+ (sf)            A+ (sf)
M-2        12506YCM9   CCC (sf)             B- (sf)

CIT Mortgage Loan Trust 2007-1
Series      2007-1
                               Rating
Class      CUSIP       To                   From
1-M2       12559QAH5   CC (sf)              CCC (sf)
2-M2       12559QAJ1   CC (sf)              CCC (sf)

Citigroup Mortgage Loan Trust 2006-HE2
Series      2006-HE2
                               Rating
Class      CUSIP       To                   From
M-2        17309LAG0   CC (sf)              CCC (sf)

CSFB ABS Trust Series 2001-HE30
Series      2001-HE30
                               Rating
Class      CUSIP       To                   From
M-1        22540VMH2   BB (sf)              B (sf)
M-F-1      22540VMK5   B- (sf)              BB- (sf)

CWABS Asset Backed Certificates Trust 2006-21
Series      2006-21
                               Rating
Class      CUSIP       To                   From
M-1        12667LAF9   CC (sf)              CCC (sf)

CWABS Asset Backed Certificates Trust 2007-13
Series      2007-13
                               Rating
Class      CUSIP       To                   From
1-M-4      126698AN9   CC (sf)              CCC (sf)
2-M-4      126698AP4   CC (sf)              CCC (sf)
1-M-5      126698AE9   CC (sf)              CCC (sf)
2-M-5      126698AF6   CC (sf)              CCC (sf)
M-6        126698AQ2   CC (sf)              CCC (sf)
M-7        126698AR0   CC (sf)              CCC (sf)
M-8        126698AS8   CC (sf)              CCC (sf)
M-9        126698AT6   CC (sf)              CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-15
Series      2005-15
                               Rating
Class      CUSIP       To                   From
2-AV-2     126670MF2   B (sf)               B+ (sf)
M-2        126670MJ4   D (sf)               CCC (sf)
M-3        126670MK1   D (sf)               CCC (sf)
M-4        126670ML9   D (sf)               CC (sf)
M-5        126670MM7   D (sf)               CC (sf)
M-6        126670MN5   D (sf)               CC (sf)
M-7        126670MP0   D (sf)               CC (sf)
M-8        126670MQ8   D (sf)               CC (sf)

CWABS Asset-Backed Certificates Trust 2006-1
Series      2006-1
                               Rating
Class      CUSIP       To                   From
MV-1       126670TW8   CC (sf)              CCC (sf)

CWABS Asset-Backed Certificates Trust 2006-2
Series      2006-2
                               Rating
Class      CUSIP       To                   From
M-2        126670UX4   CC (sf)              CCC (sf)

CWABS Asset-Backed Certificates Trust 2006-20
Series      2006-20
                               Rating
Class      CUSIP       To                   From
M-1        12667HAF8   CC (sf)              CCC (sf)

Delta Funding Home Equity Loan Trust 1997-2
Series      1997-2
                               Rating
Class      CUSIP       To                   From
A-5        24763LBM1   D (sf)               BBB (sf)
A-6        24763LBN9   D (sf)               BBB+ (sf)
A-7        24763LBP4   D (sf)               BBB+ (sf)

EQCC Trust 2001-1F
Series      2001-1F
                               Rating
Class      CUSIP       To                   From
A-4        26882JAD8   BB- (sf)             BBB (sf)

Equifirst Mortgage Loan Trust 2004-1
Series      2004-1
                               Rating
Class      CUSIP       To                   From
M-6        29445FBA5   B (sf)               B- (sf)

Fieldstone Mortgage Investment Trust Series 2006-2
Series      2006-2
                               Rating
Class      CUSIP       To                   From
M1         31659EAE8   D (sf)               CC (sf)
M2         31659EAF5   D (sf)               CC (sf)

Fieldstone Mortgage Investment Trust, Series 2006-1
Series      2006-1
                               Rating
Class      CUSIP       To                   From
A-2        31659TEY7   CCC (sf)             B- (sf)
A-3        31659TEZ4   CCC (sf)             B- (sf)
M-2        31659TFB6   D (sf)               CC (sf)
M-3        31659TFC4   D (sf)               CC (sf)

Fieldstone Mortgage Investment Trust, Series 2006-3
Series      2006-3
                               Rating
Class      CUSIP       To                   From
M1         316599AF6   D (sf)               CC (sf)
M2         316599AG4   D (sf)               CC (sf)

First Franklin Mortgage Loan Trust 2002-FF4
Series      2002-FF4
                               Rating
Class      CUSIP       To                   From
M-1        32027NBU4   D (sf)               CC (sf)
M-2        32027NBV2   D (sf)               CC (sf)
M-3        32027NBW0   D (sf)               CC (sf)

First Franklin Mortgage Loan Trust 2004-FF5
Series      2004-FF5
                               Rating
Class      CUSIP       To                   From
M-1        32027NJV4   AA (sf)              AA+ (sf)
M-2        32027NJW2   BB (sf)              BBB (sf)
M-3        32027NJX0   B- (sf)              B+ (sf)
M-4        32027NJY8   CCC (sf)             B- (sf)

Fremont Home Loan Trust 2003-1
Series      2003-1
                               Rating
Class      CUSIP       To                   From
M-1        35729PAS9   BB (sf)              A- (sf)
M-2        35729PAT7   CCC (sf)             B- (sf)

Fremont Home Loan Trust 2004-2
Series      2004-2
                               Rating
Class      CUSIP       To                   From
M-2        35729PEE6   AA- (sf)             AA+ (sf)
M-3        35729PEF3   BBB (sf)             A (sf)
M-4        35729PEG1   BB- (sf)             BB+ (sf)
M-7        35729PEK2   CC (sf)              CCC (sf)

GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
Series      2005-2
                               Rating
Class      CUSIP       To                   From
M-2        367910BD7   D (sf)               CC (sf)

JPMorgan Mortgage Acquisition Trust 2006-CH1
Series      2006-CH1
                               Rating
Class      CUSIP       To                   From
M-6        46629TAL4   CC (sf)              CCC (sf)

JPMorgan Mortgage Acquisition Trust 2006-CW1
Series      2006-CW1
                               Rating
Class      CUSIP       To                   From
M-2        46628MAH9   CC (sf)              CCC (sf)

Long Beach Mortgage Loan Trust 2002-1
Series      2002-1
                               Rating
Class      CUSIP       To                   From
II-M1      542514BY9   BB+ (sf)             A (sf)

Long Beach Mortgage Loan Trust 2004-2
Series      2004-2
                               Rating
Class      CUSIP       To                   From
M1         542514FX7   A+ (sf)              AA (sf)
M2         542514FY5   BB- (sf)             BB (sf)

MASTR Asset Backed Securities Trust 2007-HE1
Series      2007-HE1
                               Rating
Class      CUSIP       To                   From
A-1        576457AA3   BB- (sf)             BB (sf)
M-1        576457AE5   CC (sf)              CCC (sf)

MASTR Asset Backed Securities Trust 2007-NCW
Series      2007-NCW
                               Rating
Class      CUSIP       To                   From
M-2        576456AD9   CC (sf)              CCC (sf)
M-3        576456AE7   CC (sf)              CCC (sf)

Merrill Lynch Mortgage Investors Trust, Series 2003-HE1
Series      2003-HE1
                               Rating
Class      CUSIP       To                   From
M-1        5899294W5   BBB (sf)             A (sf)

Morgan Stanley Home Equity Loan Trust 2006-2
Series      2006-2
                               Rating
Class      CUSIP       To                   From
M-1        61744CYQ3   CC (sf)              CCC (sf)

New Century Home Equity Loan Trust, Series 2003-5
Series      2003-5
                               Rating
Class      CUSIP       To                   From
M-5        64352VEM9   CC (sf)              CCC (sf)

Option One Mortgage Loan Trust 2004-3
Series      2004-3
                               Rating
Class      CUSIP       To                   From
M-3        68389FFV1   A- (sf)              AA (sf)
M-4        68389FFW9   BB+ (sf)             A (sf)
M-5        68389FFX7   B- (sf)              BB+ (sf)
M-6        68389FFY5   B- (sf)              B (sf)
M-7        68389FFZ2   CCC (sf)             B- (sf)
M-8        68389FGA6   CC (sf)              CCC (sf)

Option One Mortgage Loan Trust 2007-FXD2
Series      2007-FXD2
                               Rating
Class      CUSIP       To                   From
M-1        68403BAH8   CC (sf)              CCC (sf)
M-2        68403BAJ4   CC (sf)              CCC (sf)

Ownit Mortgage Loan Trust, Series 2006-5
Series      2006-5
                               Rating
Class      CUSIP       To                   From
A-2B       69121EAD0   CCC (sf)             B+ (sf)

Popular ABS Mortgage Pass-Through Trust 2004-4
Series      2004-4
                               Rating
Class      CUSIP       To                   From
M-2        73316PAJ9   B (sf)               BB (sf)
M-3        73316PAK6   CCC (sf)             B- (sf)

Popular ABS Mortgage Pass-Through Trust 2006-D
Series      2006-D
                               Rating
Class      CUSIP       To                   From
M-1        73316QAD0   CC (sf)              CCC (sf)

RASC Series 2004-KS3 Trust
Series      2004-KS3
                               Rating
Class      CUSIP       To                   From
M-I-1      76110WXA9   BB- (sf)             AA- (sf)
M-II-1     76110WXF8   BB (sf)              B+ (sf)
M-I-2      76110WXB7   CC (sf)              CCC (sf)

RASC Series 2006-KS6 Trust
Series      2006-KS6
                               Rating
Class      CUSIP       To                   From
M-1        75406WAE1   CC (sf)              CCC (sf)

Renaissance Home Equity Loan Trust 2004-3
Series      2004-3
                               Rating
Class      CUSIP       To                   From
M-1        759950DP0   A- (sf)              A+ (sf)
M-2        759950DQ8   B- (sf)              B+ (sf)
M-3        759950DR6   CCC (sf)             B- (sf)
M-4        759950DS4   CC (sf)              CCC (sf)

Renaissance Home Equity Loan Trust 2006-4
Series      2006-4
                               Rating
Class      CUSIP       To                   From
AF-1       75970HAD2   CCC (sf)             B (sf)

Renaissance Home Equity Loan Trust 2007-3
Series      2007-3
                               Rating
Class      CUSIP       To                   From
AV-1       75971FAA1   BB (sf)              CCC (sf)
AV-2       75971FAB9   CCC (sf)             B (sf)

Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series      2004-OP2
                               Rating
Class      CUSIP       To                   From
M-2        81375WBP0   B- (sf)              B+ (sf)
M-3        81375WBQ8   CCC (sf)             B- (sf)

Soundview Home Loan Trust 2006-OPT2
Series      2006-OPT2
                               Rating
Class      CUSIP       To                   From
A-3        83611MMK1   BBB- (sf)            BBB (sf)
A-4        83611MML9   BBB- (sf)            BBB (sf)

Soundview Home Loan Trust 2007-OPT5
Series      2007-OPT5
                               Rating
Class      CUSIP       To                   From
M-2        83613FAH4   CC (sf)              CCC (sf)
M-2B       83613FAW1   CC (sf)              CCC (sf)

Southern Pacific Secured Assets Corp.
Series      1997-2
                               Rating
Class      CUSIP       To                   From
M-1F       843590BQ2   B- (sf)              B (sf)
M-2F       843590BS8   CCC (sf)             B (sf)

Structured Asset Investment Loan Trust 2004-9
Series      2004-9
                               Rating
Class      CUSIP       To                   From
M1         86358EMR4   A (sf)               AA (sf)
M2         86358EMU7   BB (sf)              BBB (sf)
M4         86358EMW3   CCC (sf)             B- (sf)
M5         86358EMX1   CC (sf)              CCC (sf)

Structured Asset Investment Loan Trust 2004-BNC1
Series      2004-BNC1
                               Rating
Class      CUSIP       To                   From
A5         86358EKY1   AA+ (sf)             AAA (sf)
M3         86358ELC8   CC (sf)              CCC (sf)

Structured Asset Mortgage Investments II Trust  2005-AR8
Series      2005 AR8
                               Rating
Class      CUSIP       To                   From
A-4        86359LSA8   CC (sf)              CCC (sf)

Structured Asset Securities Corp.
Series      2002-AL1
                               Rating
Class      CUSIP       To                   From
B3         86358RYE1   B (sf)               BBB- (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
OPT1
Series      2005-OPT1
                               Rating
Class      CUSIP       To                   From
A2         86359DVC8   B (sf)               CCC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
TC1
Series      2007-TC1
                               Rating
Class      CUSIP       To                   From
M4         86364GAF0   CC (sf)              CCC (sf)

Terwin Mortgage Trust 2004-19HE
Series      2004-19HE
                               Rating
Class      CUSIP       To                   From
M-1        881561LS1   A (sf)               AA+ (sf)
M-2        881561LT9   B (sf)               BBB (sf)
M-3        881561LU6   CCC (sf)             B- (sf)

Terwin Mortgage Trust 2004-7HE
Series      TMTS2004-7
                               Rating
Class      CUSIP       To                   From
M-1        881561FY5   B- (sf)              BBB- (sf)
M-2        881561FZ2   CCC (sf)             B- (sf)
M-3        881561GA6   CC (sf)              CCC (sf)

Terwin Mortgage Trust Series TMTS 2003-6HE
Series      2003-6HE
                               Rating
Class      CUSIP       To                   From
M-2        881561CJ1   B+ (sf)              BBB (sf)
M-3        881561CK8   CCC (sf)             B- (sf)

Terwin Mortgage Trust Series TMTS 2004-11HE
Series      2004-11HE
                               Rating
Class      CUSIP       To                   From
M-2        881561LH5   B (sf)               BB+ (sf)

Terwin Mortgage Trust, Series TMTS 2003-8HE
Series      TMTS2003-8HE
                               Rating
Class      CUSIP       To                   From
M-1        881561CZ5   A- (sf)              AA+ (sf)
M-2        881561DA9   CCC (sf)             B- (sf)
M-3        881561DB7   CC (sf)              CCC (sf)

Wells Fargo Home Equity Asset-Backed Securities 2004-2 Trust
Series      2004-2
                               Rating
Class      CUSIP       To                   From
M-6        94980GAT8   BBB (sf)             A (sf)
M-7        94980GAU5   B- (sf)              BB (sf)

RATINGS AFFIRMED

2004-CB2 Trust
Series      2004-CB2
Class      CUSIP       Rating
M-1        12489WHY3   AA+ (sf)
M-2        12489WHZ0   CCC (sf)
M-3        12489WJA3   CC (sf)
B-1        12489WJB1   CC (sf)
B-2        12489WJC9   CC (sf)
B-3        12489WJD7   CC (sf)

2004-CB4 Trust
Series      2004-CB4
Class      CUSIP       Rating
A-5        12489WJP0   AAA (sf)
A-6        12489WJQ8   AAA (sf)
M-1        12489WJR6   AA- (sf)
M-2        12489WJS4   CCC (sf)
B-1        12489WJU9   CC (sf)
B-2        12489WJV7   CC (sf)
B-3        12489WJW5   CC (sf)

2004-CB6 Trust
Series      2004-CB6
Class      CUSIP       Rating
AF-3       59020UJA4   AAA (sf)
AF-4       59020UJB2   AAA (sf)
M-3        59020UJE6   CCC (sf)
B-3        59020UJH9   CC (sf)
B-4        59020UJL0   CC (sf)

Aames Mortgage Investment Trust 2005-3
Series      2005-3
Class      CUSIP       Rating
A2         00252FCD1   AAA (sf)
A3         00252FCE9   AAA (sf)
M1         00252FCF6   AAA (sf)
M2         00252FCG4   AA (sf)
M3         00252FCH2   AA- (sf)
M4         00252FCJ8   A+ (sf)

ABFC 2003-WMC1 Trust
Series      2003-WMC1
Class      CUSIP       Rating
M-1        04542BEA6   AA+ (sf)
M-2        04542BEB4   A (sf)
M-3        04542BEC2   A- (sf)
M-4        04542BED0   BBB+ (sf)

ABFC 2004-OPT2 Trust
Series      2004-OPT2
Class      CUSIP       Rating
A-1        04542BFT4   AAA (sf)
A-1A       04542BFU1   AAA (sf)
A-2        04542BFV9   AAA (sf)
M-1        04542BFW7   AA (sf)
M-3        04542BFY3   B- (sf)
M-4        04542BFZ0   CCC (sf)
M-5        04542BGA4   CC (sf)

ABFC 2004-OPT4 Trust
Series      2004-OPT4
Class      CUSIP       Rating
A-1        04542BHB1   AAA (sf)
A-2        04542BHC9   AAA (sf)
M-2        04542BHE5   CCC (sf)
M-4        04542BHG0   CC (sf)
M-5        04542BHH8   CC (sf)

ABFC 2005-AQ1 Trust
Series      2005-AQ1
Class      CUSIP       Rating
M-1        04542BMV1   CC (sf)
M-2        04542BMW9   CC (sf)
M-3        04542BMX7   CC (sf)

Accredited Mortgage Loan Trust 2004-2
Series      2004-2
Class      CUSIP       Rating
A-1        004375AW1   A (sf)
A-2        004375AX9   A (sf)

ACE Securities Corp Home Equity Loan Trust Series 2006ASAP4
Series      2006 ASAP4
Class      CUSIP       Rating
A-1        00441UAA8   CCC (sf)
A-2B       00441UAC4   BBB+ (sf)
A-2C       00441UAD2   CCC (sf)
A-2D       00441UAE0   CCC (sf)

ACE Securities Corp. Home Equity Loan Trust, Series 2003-OP1
Series      2003-OP1
Class      CUSIP       Rating
A-1        004427BJ8   AAA (sf)
A-2        004427BK5   AAA (sf)
A-3        004427BL3   AAA (sf)
M-1        004427BM1   AA+ (sf)
M-6        004427BS8   CC (sf)

Ace Securities Corp. Home Equity Loan Trust, Series 2004-OP1
Series      2004-OP1
Class      CUSIP       Rating
M-1        004421EW9   AA+ (sf)
M-6        004421FB4   CC (sf)

Ace Securities Corp. Home Equity Loan Trust, Series 2006-OP2
Series      2006-OP2
Class      CUSIP       Rating
A-1        00441YAA0   B+ (sf)
A-2B       00441YAC6   B- (sf)
A-2C       00441YAD4   B- (sf)
A-2D       00441YAE2   B- (sf)
M-2        00441YAG7   CC (sf)

ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1
Series      2007-D1
Class      CUSIP       Rating
A-1        00083BAA3   AA- (sf)
A-2        00083BAB1   AA- (sf)
A-3        00083BAC9   AA- (sf)
A-4        00083BAD7   AA- (sf)

Aegis Asset Backed Securities Trust 2005-3
Series      2005-3
Class      CUSIP       Rating
A3         00764MFQ5   AAA (sf)
M1         00764MFR3   AA+ (sf)
M2         00764MFS1   BB (sf)
M3         00764MFT9   CCC (sf)
M4         00764MFU6   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-5
Class      CUSIP       Rating
M-2        03072SGA7   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-9
Class      CUSIP       Rating
AV-1       03072SJQ9   AAA (sf)
AV-2       03072SJR7   AAA (sf)
AF-3       03072SJU0   AAA (sf)
M-1        03072SJW6   AA (sf)
M-5        03072SKA2   CC (sf)
M-6        03072SKB0   CC (sf)

Ameriquest Mortgage Securities Inc.
Series      2003-12
Class      CUSIP       Rating
AV-1       03072SMT9   AAA (sf)
AF         03072SMV4   AAA (sf)
M-1        03072SMX0   AA (sf)
M-6        03072SNC5   CC (sf)

Amortizing Residential Collateral Trust
Series      2002-BC6
Class      CUSIP       Rating
A1         86358R5X1   AAA (sf)
A2         86358R5Y9   AAA (sf)
A4         86358R6F9   AAA (sf)
M2         86358R6B8   CC (sf)

Amortizing Residential Collateral Trust 2004-1
Series      2004-1
Class      CUSIP       Rating
A5         031733AE8   AAA (sf)
M1         031733AF5   AA+ (sf)
M2         031733AG3   A+ (sf)
M3         031733AH1   A- (sf)
M4         031733AJ7   BB- (sf)
M5         031733AK4   B- (sf)
M6         031733AL2   CCC (sf)
M7         031733AM0   CC (sf)

Argent Securities Inc.
Series      2003-W5
Class      CUSIP       Rating
AV-1       040104BN0   AAA (sf)
AV-2       040104BP5   AAA (sf)
AF-5       040104BV2   AAA (sf)
AF-6       040104BW0   AAA (sf)
M-1        040104BX8   AA (sf)
M-2        040104BY6   A (sf)
MV-6       040104CC3   CC (sf)
MF-6       040104CD1   CC (sf)

Argent Securities Inc.
Series      2004-W2
Class      CUSIP       Rating
AV-2       040104FK2   AAA (sf)
AF         040104FL0   AAA (sf)
M-1        040104FM8   AA (sf)
M-2        040104FN6   A (sf)
M-3        040104FP1   A- (sf)
M-4        040104FQ9   BB- (sf)
M-5        040104FR7   B- (sf)
M-6        040104FS5   CCC (sf)
M-7        040104FT3   CC (sf)

Argent Securities Inc.
Series      2004-W8
Class      CUSIP       Rating
A-2        040104JJ1   AAA (sf)
A-5        040104JM4   AAA (sf)
M-3        040104JQ5   B+ (sf)
M-4        040104JR3   B- (sf)
M-5        040104JS1   CCC (sf)
M-6        040104JT9   CC (sf)
M-7        040104JU6   CC (sf)

Argent Securities Inc.
Series      2004-W7
Class      CUSIP       Rating
A-2        040104HX2   AAA (sf)
M-1        040104JB8   AA+ (sf)
M-2        040104JC6   AA (sf)
M-3        040104JD4   AA- (sf)
M-4        040104JE2   A+ (sf)
M-5        040104JF9   BB- (sf)
M-6        040104JG7   B- (sf)
M-7        040104KB6   CCC (sf)
M-8        040104KC4   CC (sf)
M-9        040104KD2   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
2003-HE7
Series      2003-HE7
Class      CUSIP       Rating
M1         04541GGS5   AA (sf)

Asset Backed Securities Corporation Home Equity Loan Trust Series
2004-HE2
Series      2004-HE2
Class      CUSIP       Rating
M1         04541GHW5   AA (sf)
M3         04541GHY1   B- (sf)
M4         04541GHZ8   CCC (sf)
M5A        04541GJA1   CC (sf)
M5B        04541GJG8   CC (sf)
M6         04541GJB9   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2003-HE4
Series      2003-HE4
Class      CUSIP       Rating
M1         04541GEU2   AA (sf)
M2         04541GEV0   B- (sf)
M3         04541GEW8   CCC (sf)
M4         04541GEX6   CC (sf)
M5-A       04541GEY4   CC (sf)

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2004-HE9
Series      2004-HE9
Class      CUSIP       Rating
M2         04541GNB4   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2005-CL1
Series      2005-CL1
Class      CUSIP       Rating
A-1        073879U97   A (sf)
A-2        073879V21   BB- (sf)
M-1        073879V47   CCC (sf)
M-2        073879V54   CC (sf)
M-3        073879V62   CC (sf)
M-4        073879V70   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2006-HE2
Series      2006-HE2
Class      CUSIP       Rating
I-A-2      07387UEJ6   A- (sf)
I-A-3      07387UEK3   A- (sf)
II-A       07387UEL1   A- (sf)

Bear Stearns Asset Backed Securities I Trust 2006-HE5
Series      2006-HE5
Class      CUSIP       Rating
I-A-2      07388CAB6   B- (sf)
I-A-3      07388CAC4   B- (sf)
II-A       07388CAD2   B- (sf)
M-1        07388CAE0   CCC (sf)
M-2        07388CAF7   CC (sf)
M-3        07388CAG5   CC (sf)
M-4        07388CAH3   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2006-HE9
Series      2006-HE9
Class      CUSIP       Rating
I-A-1      07389MAA5   A- (sf)
1-A-2      07389MAB3   CCC (sf)
1-A-3      07389MAC1   CCC (sf)
II-A       07389MAD9   CCC (sf)
III-A      07389MAE7   CCC (sf)
M-2        07389MAG2   CC (sf)

Bear Stearns Asset Backed Securities I Trust 2007-HE5
Series      2007-HE5
Class      CUSIP       Rating
I-A-1      073859AA8   A (sf)
I-A-2      073859AB6   CCC (sf)
I-A-3      073859AC4   CCC (sf)
I-A-4      073859AD2   CCC (sf)
II-A       073859AE0   CCC (sf)
III-A      073859AF7   CCC (sf)
M-1        073859AG5   CCC (sf)
M-4        073859AK6   CC (sf)
M-5        073859AL4   CC (sf)
M-6        073859AM2   CC (sf)
M-7        073859AN0   CC (sf)
M-8        073859AP5   CC (sf)

Carrington Mortgage Loan Trust, Series 2006-NC5
Series      2006-NC5
Class      CUSIP       Rating
A-1        144539AA1   BBB+ (sf)
A-2        144539AB9   CCC (sf)
A-3        144539AC7   CCC (sf)
A-4        144539AD5   CCC (sf)
A-5        144539AE3   CCC (sf)
M-1        144539AF0   CC (sf)
M-2        144539AG8   CC (sf)

Carrington Mortgage Loan Trust, Series 2006-RFC1
Series      2006-RFC1
Class      CUSIP       Rating
A-2        14453EAB8   B+ (sf)
A-3        14453EAC6   B- (sf)
A-4        14453EAD4   B- (sf)
M-1        14453EAE2   CCC (sf)
M-2        14453EAF9   CC (sf)
M-3        14453EAG7   CC (sf)
M-4        14453EAH5   CC (sf)

CDC Mortgage Capital Trust 2004-HE1
Series      2004-HE1
Class      CUSIP       Rating
M-3        12506YCN7   CC (sf)
B-1        12506YCP2   CC (sf)

Chase Funding Trust, Series 2003-5
Series      2003-5
Class      CUSIP       Rating
IA-4       161546GJ9   AAA (sf)
IA-5       161546GK6   AAA (sf)
IA-6       161546GL4   AAA (sf)
IM-1       161546GM2   AA (sf)
IM-2       161546GN0   B- (sf)
IB         161546GP5   CC (sf)
IIA-2      161546GR1   AAA (sf)
IIM-1      161546GS9   BB- (sf)
IIM-2      161546GT7   CC (sf)
IIB        161546GU4   CC (sf)

Chase Funding Trust, Series 2003-6
Series      2003-6
Class      CUSIP       Rating
IA-4       161546GZ3   AAA (sf)
IA-5       161546HA7   AAA (sf)
IA-6       161546HB5   AAA (sf)
IA-7       161546HC3   AAA (sf)
IM-1       161546HD1   AA+ (sf)
IM-2       161546HE9   B+ (sf)
IB         161546HF6   CC (sf)
IIA-2      161546HH2   AAA (sf)
IIM-1      161546HJ8   BBB (sf)
IIM-2      161546HK5   CCC (sf)
IIB        161546HL3   CC (sf)

Chase Funding Trust, Series 2004-1
Series      2004-1
Class      CUSIP       Rating
IA-4       161546HR0   AAA (sf)
IA-5       161546HS8   AAA (sf)
IA-6       161546HT6   AAA (sf)
IA-7       161546HU3   AAA (sf)
IM-1       161546HV1   BBB (sf)
IM-2       161546HW9   CCC (sf)
IB         161546HX7   CC (sf)
IIA-2      161546HZ2   AAA (sf)
IIM-1      161546JA5   B (sf)
IIM-2      161546JB3   CC (sf)
IIB        161546JC1   CC (sf)

CIT Mortgage Loan Trust 2007-1
Series      2007-1
Class      CUSIP       Rating
1-A        12559QAA0   B- (sf)
2-A-1      12559QAB8   A- (sf)
2-A-2      12559QAC6   B- (sf)
2-A-3      12559QAD4   CCC (sf)
1-M1       12559QAF9   CCC (sf)
2-M1       12559QAG7   CCC (sf)
1-M3       12559QAK8   CC (sf)
2-M3       12559QAL6   CC (sf)
1-M4       12559QAM4   CC (sf)
2-M4       12559QAN2   CC (sf)
1-M5       12559QAP7   CC (sf)
2-M5       12559QAQ5   CC (sf)

Citigroup Mortgage Loan Trust 2006-HE2
Series      2006-HE2
Class      CUSIP       Rating
A-1        17309LAA3   A (sf)
A2-C       17309LAD7   BBB+ (sf)
A2-D       17309LAE5   BBB+ (sf)
M-1        17309LAF2   CCC (sf)
M-3        17309LAH8   CC (sf)
M-4        17309LAJ4   CC (sf)

CSFB ABS Trust Series 2001-HE30
Series      2001-HE30
Class      CUSIP       Rating
A-2        22540VMB5   AAA (sf)
A-3        22540VMC3   AAA (sf)
A-F        22540VME9   AAA (sf)
M-F-2      22540VML3   CC (sf)

CWABS Asset Backed Certificates Trust 2006-21
Series      2006-21
Class      CUSIP       Rating
1-A        12667LAA0   CCC (sf)
2-A-2      12667LAC6   A (sf)
2-A-3      12667LAD4   CCC (sf)
2-A-4      12667LAE2   CCC (sf)
M-2        12667LAG7   CC (sf)
M-3        12667LAH5   CC (sf)
M-4        12667LAJ1   CC (sf)

CWABS Asset Backed Certificates Trust 2007-13
Series      2007-13
Class      CUSIP       Rating
1-A        126698AA7   CCC (sf)
2-A-1      126698AC3   AA- (sf)
2-A-2      126698AD1   AA- (sf)
2-A-2M     126698AB5   AA- (sf)
1-M-1      126698AG4   CCC (sf)
2-M-1      126698AH2   CCC (sf)
1-M-2      126698AJ8   CCC (sf)
2-M-2      126698AK5   CCC (sf)
1-M-3      126698AL3   CCC (sf)
2-M-3      126698AM1   CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-15
Series      2005-15
Class      CUSIP       Rating
1-AF-3     126670MA3   BB- (sf)
1-AF-4     126670MB1   BB- (sf)
1-AF-5     126670MC9   AA- (sf)
1-AF-6     126670MD7   BB- (sf)
2-AV-3     126670MG0   B- (sf)
M-1        126670MH8   CCC (sf)

CWABS Asset-Backed Certificates Trust 2005-AB2
Series      2005-AB2
Class      CUSIP       Rating
1-A-1      126673S52   BB+ (sf)
2-A-3      126673S86   BBB (sf)
M-1        126673S94   CCC (sf)
M-2        126673T28   CC (sf)
M-3        126673T36   CC (sf)
M-4        126673T44   CC (sf)

CWABS Asset-Backed Certificates Trust 2006-1
Series      2006-1
Class      CUSIP       Rating
AF-3       126670TE8   CCC (sf)
AF-4       126670TF5   CCC (sf)
AF-5       126670TG3   CCC (sf)
AF-6       126670TH1   CCC (sf)
AV-2       126670TU2   B (sf)
AV-3       126670TV0   B- (sf)
MF-1       126670TJ7   CC (sf)
MF-2       126670TK4   CC (sf)
MV-2       126670TX6   CC (sf)
MF-3       126670TL2   CC (sf)
MF-4       126670TM0   CC (sf)

CWABS Asset-Backed Certificates Trust 2006-2
Series      2006-2
Class      CUSIP       Rating
1-A-1      126670UR7   BBB+ (sf)
2-A-2      126670UT3   BB (sf)
2-A-3      126670UU0   BB (sf)
2-A-4      126670UV8   BB (sf)
M-1        126670UW6   B- (sf)
M-3        126670UY2   CC (sf)
M-4        126670UZ9   CC (sf)
M-5        126670VA3   CC (sf)

CWABS Asset-Backed Certificates Trust 2006-20
Series      2006-20
Class      CUSIP       Rating
1-A        12667HAA9   CCC (sf)
2-A-2      12667HAC5   A- (sf)
2-A-3      12667HAD3   CCC (sf)
2-A-4      12667HAE1   CCC (sf)
M-2        12667HAG6   CC (sf)
M-3        12667HAH4   CC (sf)
M-4        12667HAJ0   CC (sf)
M-5        12667HAK7   CC (sf)
M-6        12667HAL5   CC (sf)

CWABS, Inc.
Series      2002-6
Class      CUSIP       Rating
AV-1       126671UJ3   AAA (sf)
AF-5       126671UP9   AA (sf)
AF-6       126671UQ7   AA+ (sf)
M-1        126671UR5   CCC (sf)
M-2        126671US3   CC (sf)
B          126671UT1   CC (sf)

Delta Funding Home Equity Loan Trust 1999-3
Series      1999-3
Class      CUSIP       Rating
A-1F       24763LFU9   AAA (sf)
A-2F       24763LFV7   AAA (sf)
A-1A       24763LFX3   AAA (sf)

EQCC Trust 2001-1F
Series      2001-1F
Class      CUSIP       Rating
A-1        26882JAA4   CCC (sf)
A-2        26882JAB2   CCC (sf)
A-3        26882JAC0   CCC (sf)

Equifirst Mortgage Loan Trust 2004-1
Series      2004-1
Class      CUSIP       Rating
I-A1       29445FAR9   AAA (sf)
II-A3      29445FAU2   AAA (sf)
M-1        29445FAV0   AA (sf)
M-2        29445FAW8   A+ (sf)
M-3        29445FAX6   A (sf)
M-4        29445FAY4   A- (sf)
M-5        29445FAZ1   BB (sf)
M-7        29445FBB3   CC (sf)

FFMLT Trust 2006-FF6
Series      2006-FF6
Class      CUSIP       Rating
A-3        31561EAC9   B+ (sf)
A-4        31561EAD7   B+ (sf)
M-1        31561EAE5   CC (sf)

Fieldstone Mortgage Investment Trust Series 2006-2
Series      2006-2
Class      CUSIP       Rating
1-A        31659EAA6   CCC (sf)
2-A2       31659EAC2   CCC (sf)
2-A3       31659EAD0   CCC (sf)

Fieldstone Mortgage Investment Trust, Series 2006-1
Series      2006-1
Class      CUSIP       Rating
M-1        31659TFA8   CC (sf)

Fieldstone Mortgage Investment Trust, Series 2006-3
Series      2006-3
Class      CUSIP       Rating
1-A        316599AA7   B- (sf)
2-A2       316599AC3   CCC (sf)
2-A3       316599AD1   CCC (sf)
2-A4       316599AE9   CCC (sf)

First Alliance Mortgage Loan Trust 1998-2
Series      1998-2A
Class      CUSIP       Rating
ARM-NTS    31846LBV7   AA- (sf)

First Franklin Mortgage Loan Trust 2002-FF4
Series      2002-FF4
Class      CUSIP       Rating
I-A2       32027NBR1   AAA (sf)
II-A2      32027NBT7   AAA (sf)

First Franklin Mortgage Loan Trust 2004-FF5
Series      2004-FF5
Class      CUSIP       Rating
A-1        32027NJT9   AAA (sf)
A-2        32027NJU6   AAA (sf)
A-3C       32027NKU4   AAA (sf)
M-5        32027NJZ5   CCC (sf)
M-6        32027NKA8   CC (sf)
M-7        32027NKB6   CC (sf)

First Franklin Mortgage Loan Trust 2006-FF14
Series      2006-FF14
Class      CUSIP       Rating
A1         32027LAA3   CCC (sf)
A2         32027LAB1   A (sf)
A4         32027LAD7   A (sf)
A5         32027LAE5   CCC (sf)
A6         32027LAF2   CCC (sf)

Fremont Home Loan Trust 2003-1
Series      2003-1
Class      CUSIP       Rating
M-5        35729PAW0   CCC (sf)

Fremont Home Loan Trust 2004-2
Series      2004-2
Class      CUSIP       Rating
M-1        35729PED8   AAA (sf)
M-5        35729PEH9   B- (sf)
M-6        35729PEJ5   CCC (sf)
M-8        35729PEL0   CC (sf)
M-9        35729PEM8   CC (sf)

GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
Series      2005-2
Class      CUSIP       Rating
A-1        367910AR7   BB (sf)
A-2c       367910AU0   B+ (sf)
A-2d       367910AV8   B+ (sf)
M-1        367910AW6   CC (sf)

GSAMP Trust 2003-HE2
Series      2003-HE2
Class      CUSIP       Rating
A-1A       36228FVQ6   AAA (sf)
A-1B       36228FVR4   AAA (sf)
A-2        36228FVS2   AAA (sf)
A-3A       36228FVT0   AAA (sf)
A-3C       36228FWE2   AAA (sf)
M-1        36228FVU7   A (sf)
M-2        36228FVV5   B (sf)
M-3        36228FVW3   CCC (sf)
M-4        36228FVX1   CC (sf)

GSAMP Trust 2003-SEA
Series      2003-SEA
Class      CUSIP       Rating
A-1        36228FVH6   AAA (sf)
M-1        36228FVJ2   BB+ (sf)
B-1        36228FVK9   BB- (sf)
B-2        36228FVL7   B- (sf)
B-3        36228FVM5   B- (sf)

GSAMP Trust 2006-HE5
Series      2006-HE5
Class      CUSIP       Rating
A-1        362437AA3   CCC (sf)
A-2B       362437AC9   BB (sf)
A-2C       362437AD7   CCC (sf)
A-2D       362437AE5   CCC (sf)
M-1        362437AF2   CC (sf)

Home Equity Asset Trust 2003-6
Series      2003-6
Class      CUSIP       Rating
M-1        22541QTS1   AA (sf)
M-2        22541QTT9   CC (sf)

Home Equity Asset Trust 2004-5
Series      2004-5
Class      CUSIP       Rating
A-1        437084DQ6   AAA (sf)
A-3        437084DS2   AAA (sf)
M-1        437084DW3   AA+ (sf)
M-2        437084DX1   A+ (sf)
M-3        437084DY9   BB (sf)
M-4        437084DZ6   B (sf)
M-5        437084EA0   CCC (sf)
M-6        437084EB8   CC (sf)

Home Equity Asset Trust 2006-2
Series      2006-2
Class      CUSIP       Rating
1-A-1      437084SM9   B (sf)
2-A-3      437084ST4   AA (sf)
2-A-4      437084SV9   B- (sf)

Home Equity Asset Trust 2006-5
Series      2006-5
Class      CUSIP       Rating
1-A-1      437096AA8   CCC (sf)
2-A-2      437096AC4   AAA (sf)
2-A-3      437096AD2   CCC (sf)
2-A-4      437096AE0   CCC (sf)

Home Equity Asset Trust 2006-6
Series      2006-6
Class      CUSIP       Rating
1-A-1      437097AA6   CCC (sf)
2-A-2      437097AC2   BB+ (sf)
2-A-3      437097AD0   CCC (sf)
2-A-4      437097AE8   CCC (sf)

Home Equity Asset Trust 2006-7
Series      2006-7
Class      CUSIP       Rating
1-A-1      43709NAA1   CCC (sf)
2-A-2      43709NAC7   B+ (sf)
2-A-3      43709NAD5   CCC (sf)
2-A-4      43709NAE3   CCC (sf)

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-C
Series      SPMD2001-C
Class      CUSIP       Rating
AF-A       456606CY6   AAA (sf)
M-2        456606DD1   CC (sf)

HSI Asset Securitization Corporation Trust 2006-NC1
Series      2006-NC1
Class      CUSIP       Rating
I-A        40430HEQ7   BB- (sf)
II-A       40430HER5   B- (sf)
M-1        40430HES3   CC (sf)
M-2        40430HET1   CC (sf)

HSI Asset Securitization Corporation Trust 2006-WMC1
Series      2006-WMC1
Class      CUSIP       Rating
A-1        40430MAB3   CCC (sf)
A-2        40430MAC1   CCC (sf)
A-3        40430MAD9   CCC (sf)
A-4        40430MAE7   CCC (sf)
A-5        40430MAF4   CCC (sf)

IMC Home Equity Loan Owner Trust 1998-7
Series      1998-7
Class      CUSIP       Rating
A          449670FE3   AA- (sf)

IMC Home Equity Loan Trust 1996-2
Series      1996-2
Class      CUSIP       Rating
A-7        449670BB3   AA- (sf)
A-8        449670BC1   AA- (sf)

Impac CMB Trust Series 2007-A
Series      2007-A
Class      CUSIP       Rating
A          452550AA4   AAA (sf)
M-1        452550AB2   AA- (sf)
M-2        452550AC0   CC (sf)
M-3        452550AD8   CC (sf)
M-4        452550AE6   CC (sf)

JPMorgan Mortgage Acquisition Trust 2006-CH1
Series      2006-CH1
Class      CUSIP       Rating
A-1        46629TAA8   A- (sf)
A-3        46629TAC4   A (sf)
A-4        46629TAD2   BBB+ (sf)
A-5        46629TAE0   BBB+ (sf)
M-1        46629TAF7   B- (sf)
M-2        46629TAG5   CCC (sf)
M-3        46629TAH3   CCC (sf)
M-4        46629TAJ9   CCC (sf)
M-5        46629TAK6   CCC (sf)
M-7        46629TAM2   CC (sf)
M-8        46629TAN0   CC (sf)
M-9        46629TAP5   CC (sf)
M-10       46629TAQ3   CC (sf)

JPMorgan Mortgage Acquisition Trust 2006-CW1
Series      2006-CW1
Class      CUSIP       Rating
A-1A       46628MAA4   BBB (sf)
A-1B       46628MAB2   B+ (sf)
A-4        46628MAE6   B- (sf)
A-5        46628MAF3   B- (sf)
M-1        46628MAG1   CCC (sf)
M-3        46628MAJ5   CC (sf)
M-4        46628MAK2   CC (sf)
M-5        46628MAL0   CC (sf)
M-6        46628MAM8   CC (sf)

Long Beach Mortgage Loan Trust 2002-1
Series      2002-1
Class      CUSIP       Rating
M2         542514BZ6   CCC (sf)

Long Beach Mortgage Loan Trust 2004-2
Series      2004-2
Class      CUSIP       Rating
A-1        542514FT6   AAA (sf)
M3         542514FZ2   B- (sf)
M4         542514GA6   CCC (sf)
M5         542514GB4   CC (sf)
M6         542514GC2   CC (sf)
M7         542514GD0   CC (sf)

MASTR Asset Backed Securities Trust 2003-NC1
Series      2003-NC1
Class      CUSIP       Rating
M-3        57643LBQ8   AA+ (sf)
M-4        57643LBR6   AA (sf)
M-5        57643LBS4   BBB (sf)
M-6        57643LBT2   CC (sf)

MASTR Asset Backed Securities Trust 2007-HE1
Series      2007-HE1
Class      CUSIP       Rating
A-2        576457AB1   CCC (sf)
A-3        576457AC9   CCC (sf)
A-4        576457AD7   CCC (sf)

MASTR Asset Backed Securities Trust 2007-NCW
Series      2007-NCW
Class      CUSIP       Rating
A-1        576456AA5   AA- (sf)
A-2        576456AB3   AA- (sf)
M-1        576456AC1   CCC (sf)
M-4        576456AF4   CC (sf)
M-5        576456AG2   CC (sf)
M-6        576456AH0   CC (sf)
M-7        576456AJ6   CC (sf)

Merrill Lynch Mortgage Investors Trust, Series 2003-HE1
Series      2003-HE1
Class      CUSIP       Rating
A-1        5899294S4   AAA (sf)
A-2B       5899294U9   AAA (sf)
S          5899294V7   AAA (sf)
M-2        5899294X3   CCC (sf)
M-3        5899294Y1   CC (sf)
B-1        5899294Z8   CC (sf)
B-2        5899295A2   CC (sf)

Merrill Lynch Mortgage Investors Trust, Series 2006-OPT1
Series      2006-OPT1
Class      CUSIP       Rating
A-1        59022VAA9   B (sf)
A-2B       59022VAC5   B- (sf)
A-2C       59022VAD3   B- (sf)
A-2D       59022VAE1   B- (sf)
M-1        59022VAF8   CC (sf)

Morgan Stanley Dean Witter Capital I Inc. Trust 2002-AM2
Series      2002-AM2
Class      CUSIP       Rating
M-1        61746WNS5   BBB+ (sf)
M-2        61746WNT3   CCC (sf)

Morgan Stanley Home Equity Loan Trust 2006-2
Series      2006-2
Class      CUSIP       Rating
A-3        61744CYN0   BB (sf)
A-4        61744CYP5   BB (sf)
M-2        61744CYR1   CC (sf)

New Century Home Equity Loan Trust Series 2005-A
Series      2005-A
Class      CUSIP       Rating
A-4        64352VLY5   B- (sf)
A-4w       64352VMN8   AA- (sf)
A-5        64352VLZ2   CCC (sf)
A-5w       64352VMP3   AA- (sf)
A-6        64352VMA6   B- (sf)
M-1        64352VMB4   CC (sf)
M-2        64352VMC2   CC (sf)
M-3        64352VMD0   CC (sf)
M-4        64352VME8   CC (sf)
M-5        64352VMF5   CC (sf)
M-6        64352VMG3   CC (sf)
M-7        64352VMH1   CC (sf)
M-8        64352VMJ7   CC (sf)

New Century Home Equity Loan Trust, Series 2003-5
Series      2003-5
Class      CUSIP       Rating
A-I-4      64352VEB3   AAA (sf)
A-I-5      64352VEC1   AAA (sf)
A-I-6      64352VED9   AAA (sf)
A-I-6A     64352VEE7   AAA (sf)
A-I-7      64352VEF4   AAA (sf)
A-II       64352VEG2   AAA (sf)
M-1        64352VEH0   AA (sf)
M-2        64352VEJ6   A (sf)
M-3        64352VEK3   BB+ (sf)
M-4        64352VEL1   B- (sf)
B          64352VEN7   CC (sf)

Nomura Home Equity Loan Inc. Home Equity Loan Trust Series 2006-
HE3
Series      2006-HE3
Class      CUSIP       Rating
I-A-1      65536QAA6   CCC (sf)
II-A-1     65536QAB4   BB+ (sf)
II-A-3     65536QAD0   CCC (sf)
II-A-4     65536QAE8   CCC (sf)
M-1        65536QAF5   CC (sf)
II-A-2     65536QAC2   CCC (sf)

Option One Mortgage Loan Trust 2003-5
Series      2003-5
Class      CUSIP       Rating
A-1        68400XBR0   AAA (sf)
A-2        68400XBS8   AAA (sf)
A-3        68400XBT6   AAA (sf)
M-1        68400XBU3   AA+ (sf)
M-2        68400XBV1   B- (sf)
M-3        68400XBW9   CCC (sf)
M-4        68400XBX7   CC (sf)
M-5        68400XBY5   CC (sf)

Option One Mortgage Loan Trust 2004-3
Series      2004-3
Class      CUSIP       Rating
A-1        68389FFP4   AAA (sf)
A-4        68389FFS8   AAA (sf)
M-1        68389FFT6   AA+ (sf)
M-2        68389FFU3   AA (sf)
M-9        68389FGB4   CC (sf)
M-10       68389FGC2   CC (sf)

Option One Mortgage Loan Trust 2007-FXD2
Series      2007-FXD2
Class      CUSIP       Rating
I-A-1      68403BAA3   AA- (sf)
II-A-1     68403BAB1   AA- (sf)
II-A-2     68403BAC9   AA- (sf)
II-A-3     68403BAD7   AA- (sf)
II-A-4     68403BAE5   AA- (sf)
II-A-5     68403BAF2   AA- (sf)
II-A-6     68403BAG0   AA- (sf)
M-3        68403BAK1   CC (sf)

Ownit Mortgage Loan Trust, Series 2006-5
Series      2006-5
Class      CUSIP       Rating
A-1A       69121EAA6   CCC (sf)
A-1B       69121EAB4   CCC (sf)
A-2C       69121EAE8   CCC (sf)
A-2D       69121EAF5   CCC (sf)

Park Place Securities, Inc.
Series      2005-WCW1
Class      CUSIP       Rating
A-1A       70069FKR7   AAA (sf)
A-1B       70069FKS5   AAA (sf)
A-2A       70069FKT3   AAA (sf)
A-2B       70069FKU0   AAA (sf)
A-3D       70069FKD8   AAA (sf)
M-1        70069FKE6   BBB+ (sf)
M-2        70069FKF3   B- (sf)
M-3        70069FKG1   CCC (sf)
M-4        70069FKH9   CC (sf)
M-5        70069FKJ5   CC (sf)
M-6        70069FKK2   CC (sf)
M-7        70069FKL0   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2004-4
Series      2004-4
Class      CUSIP       Rating
AF-4       73316PAD2   AAA (sf)
AF-5       73316PAE0   AAA (sf)
AF-6       73316PAF7   AAA (sf)
AV-1       73316PAG5   AAA (sf)
M-1        73316PAH3   AA (sf)
M-4        73316PAL4   CCC (sf)
B-1        73316PAM2   CC (sf)

Popular ABS Mortgage Pass-Through Trust 2006-D
Series      2006-D
Class      CUSIP       Rating
A-2        73316QAB4   BBB+ (sf)
A-3        73316QAC2   BBB+ (sf)
M-2        73316QAE8   CC (sf)

RAMP Series 2004-KR1 Trust
Series      2004-KR1
Class      CUSIP       Rating
M-II-1     760985Y88   AA+ (sf)
M-I-1      760985X89   BBB- (sf)

RASC Series 2004-KS3 Trust
Series      2004-KS3
Class      CUSIP       Rating
A-I-4      76110WWX0   AAA (sf)
A-I-5      76110WWY8   AAA (sf)
A-I-6      76110WWZ5   AAA (sf)
M-II-2     76110WXG6   CC (sf)
M-I-3      76110WXC5   CC (sf)

RASC Series 2006-KS6 Trust
Series      2006-KS6
Class      CUSIP       Rating
A-3        75406WAC5   CCC (sf)
A-4        75406WAD3   CCC (sf)
M-2        75406WAF8   CC (sf)

Renaissance Home Equity Loan Trust 2003-2
Series      2003-2
Class      CUSIP       Rating
A          759950AW8   AAA (sf)
M-1        759950AY4   AA (sf)
M-2A       759950AZ1   BB- (sf)
M-2F       759950BA5   BB- (sf)
M-3        759950BB3   CC (sf)
M-4        759950BC1   CC (sf)

Renaissance Home Equity Loan Trust 2004-3
Series      2004-3
Class      CUSIP       Rating
AV-1       759950DG0   AAA (sf)
AV-2A      759950DY1   AAA (sf)
AV-2B      759950DZ8   AAA (sf)
AF-4       759950DL9   AAA (sf)
AF-5       759950DM7   AAA (sf)
AF-6       759950DN5   AAA (sf)
M-5        759950DT2   CC (sf)
M-6        759950DU9   CC (sf)
M-7        759950DV7   CC (sf)

Renaissance Home Equity Loan Trust 2006-3
Series      2006-3
Class      CUSIP       Rating
AV2        75971EAB2   CCC (sf)
AV3        75971EAC0   CCC (sf)
AF2        75971EAE6   CCC (sf)
AF3        75971EAF3   CCC (sf)
AF4        75971EAG1   CCC (sf)
AF5        75971EAH9   CCC (sf)
AF6        75971EAJ5   CCC (sf)
M-1        75971EAK2   CC (sf)
N1         75971AAA2   CC (sf)
N2         75971AAB0   CC (sf)

Renaissance Home Equity Loan Trust 2006-4
Series      2006-4
Class      CUSIP       Rating
N Notes    75970HAV2   CC (sf)
AV-2       75970HAB6   CCC (sf)
AV-3       75970HAC4   CCC (sf)
AF-2       75970HAE0   CCC (sf)
AF-3       75970HAF7   CCC (sf)
AF-4       75970HAG5   CCC (sf)
AF-5       75970HAH3   CCC (sf)
AF-6       75970HAJ9   CCC (sf)
M-1        75970HAK6   CC (sf)

Renaissance Home Equity Loan Trust 2007-3
Series      2007-3
Class      CUSIP       Rating
AV-3       75971FAC7   CCC (sf)
AF-1       75971FAD5   CCC (sf)
AF-2       75971FAE3   CCC (sf)
AF-3       75971FAF0   CCC (sf)
AF-4       75971FAG8   CCC (sf)
AF-5       75971FAH6   CCC (sf)
AF-6       75971FAJ2   CCC (sf)
M-1        75971FAK9   CC (sf)
M-2        75971FAL7   CC (sf)

Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series      2004-OP2
Class      CUSIP       Rating
A-1        81375WBL9   AAA (sf)
A-2        81375WBM7   AAA (sf)
M-1        81375WBN5   AA+ (sf)
B-1        81375WBR6   CCC (sf)
B-2        81375WBS4   CC (sf)
B-3        81375WBT2   CC (sf)
B-4        81375WBK1   CC (sf)

SG Mortgage Securities Trust 2007-NC1
Series      2007-NC1
Class      CUSIP       Rating
A-1        78420RAA6   CCC (sf)
A-2        78420RAB4   CCC (sf)

Soundview Home Loan Trust 2005-OPT4
Series      2005-OPT4
Class      CUSIP       Rating
I-A-1      83611MJF6   AAA (sf)
I-A-2      83611MJG4   AA+ (sf)
II-A-3     83611MJH2   AA+ (sf)
II-A-4     83611MJX7   AA- (sf)
M-1        83611MJL3   CCC (sf)
M-2        83611MJM1   CC (sf)

Soundview Home Loan Trust 2006-OPT2
Series      2006-OPT2
Class      CUSIP       Rating
M-1        83611MMM7   CC (sf)
M-2        83611MMN5   CC (sf)

Soundview Home Loan Trust 2007-OPT5
Series      2007-OPT5
Class      CUSIP       Rating
I-A-1      83613FAA9   CCC (sf)
II-A-1     83613FAB7   AA (sf)
II-A-2     83613FAC5   CCC (sf)
II-A-3     83613FAD3   CCC (sf)
X-2        83613FAF8   AA (sf)
M-1        83613FAG6   CCC (sf)
M-1B       83613FAV3   CCC (sf)

Southern Pacific Secured Assets Corp.
Series      1997-2
Class      CUSIP       Rating
A-4        843590BL3   AAA (sf)
A-5        843590BM1   AAA (sf)

Specialty Underwriting and Residential Finance Trust, Series 2003-
BC4
Series      2003-BC4
Class      CUSIP       Rating
A-3B       84751PBJ7   AAA (sf)
M-1        84751PBK4   AA+ (sf)
M-2        84751PBL2   B- (sf)
M-3        84751PBM0   CCC (sf)
B-1        84751PBN8   CC (sf)
B-2        84751PBP3   CC (sf)

Structured Asset Investment Loan Trust 2004-4
Series      2004-4
Class      CUSIP       Rating
A4         86358EHQ2   AAA (sf)
M1         86358EHR0   AA (sf)
M2         86358EHS8   BB (sf)
M3         86358EHT6   B- (sf)
M4         86358EHU3   CCC (sf)
M5         86358EHV1   CC (sf)
M6         86358EHW9   CC (sf)

Structured Asset Investment Loan Trust 2004-9
Series      2004-9
Class      CUSIP       Rating
A2         86358EMM5   AAA (sf)
A5         86358EMQ6   AAA (sf)
A7         86358EMT0   AAA (sf)
M3         86358EMV5   B- (sf)
M6         86358EMY9   CC (sf)
M7         86358EMZ6   CC (sf)

Structured Asset Investment Loan Trust 2004-BNC1
Series      2004-BNC1
Class      CUSIP       Rating
A2         86358EKV7   AAA (sf)
A4         86358EKX3   AAA (sf)
M1         86358ELA2   B- (sf)
M2         86358ELB0   CCC (sf)
M4         86358ELD6   CC (sf)
M5         86358ELE4   CC (sf)
M6         86358ELF1   CC (sf)

Structured Asset Mortgage Investments II Trust 2005-AR8
Series      2005 AR8
Class      CUSIP       Rating
A-1A       86359LRW1   CCC (sf)
A-2        86359LRY7   CCC (sf)
A-3        86359LRZ4   CCC (sf)
A-1B1      86359LSJ9   CCC (sf)

Structured Asset Securities Corp.
Series      2002-AL1
Class      CUSIP       Rating
A1(B)      86358R9T3   AAA (sf)
A2(1)                  AAA (sf)
A2(2)      86358R9V9   AAA (sf)
A3(1)                  AAA (sf)
A3(2)      86358R9X5   AAA (sf)
A3(3)      86358R9Y2   AAA (sf)
AIO(1)                 AAA (sf)
AIO(2)     86358ROA3   AAA (sf)
AIO(3)     86358ROB2   AAA (sf)
APO(1)                 AAA (sf)
APO(2)     86358ROD0   AAA (sf)
APO(3)     86358ROE9   AAA (sf)
B1         86358RYC5   AA (sf)
B2         86358RYD3   A (sf)
APO        86358RYB7   AAA (sf)
A1         86358RXX0   AAA (sf)
A2         86358RXY8   AAA (sf)
A3         86358RXZ5   AAA (sf)
AIO        86358RYA9   AAA (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
OPT1
Series      2005-OPT1
Class      CUSIP       Rating
A-3        86359DVD6   CCC (sf)
A4-M       86359DVE4   CC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
WF3
Series      2005-WF3
Class      CUSIP       Rating
A2-Mez     86359DLJ4   AAA (sf)
A3-Back    86359DLK1   AAA (sf)
M-1        86359DLL9   AA+ (sf)
M2         86359DLM7   BBB+ (sf)
M3         86359DLN5   B- (sf)
M4         86359DLP0   CCC (sf)
M5         86359DLQ8   CCC (sf)
M6         86359DLR6   CC (sf)
M7         86359DLS4   CC (sf)
M8         86359DLT2   CC (sf)
M9         86359DLU9   CC (sf)
B1         86359DLV7   CC (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
TC1
Series      2007-TC1
Class      CUSIP       Rating
A          86364GAA1   BBB (sf)
M1         86364GAC7   CCC (sf)
M2         86364GAD5   CCC (sf)
M3         86364GAE3   CCC (sf)
M5         86364GAG8   CC (sf)
B          86364GAH6   CC (sf)

Terwin Mortgage Trust 2004-19HE
Series      2004-19HE
Class      CUSIP       Rating
A-1        881561LR3   AAA (sf)
S          881561MC5   AAA (sf)
M-4        881561LV4   CC (sf)
N          881561LZ5   CC (sf)

Terwin Mortgage Trust 2004-7HE
Series      TMTS2004-7
Class      CUSIP       Rating
A-1        881561FV1   AAA (sf)
A-3        881561FX7   AAA (sf)
B-1        881561GB4   CC (sf)
B-2        881561GC2   CC (sf)
S          881561GP3   AAA (sf)
N          881561GE8   CC (sf)

Terwin Mortgage Trust Series TMTS 2003-6HE
Series      2003-6HE
Class      CUSIP       Rating
A-1        881561CE2   AAA (sf)
A-3        881561CG7   AAA (sf)
M-1        881561CH5   AA+ (sf)
M-4        881561CL6   CC (sf)

Terwin Mortgage Trust Series TMTS 2004-11HE
Series      2004-11HE
Class      CUSIP       Rating
A          881561LE2   AAA (sf)
S          881561LF9   AAA (sf)
M-1        881561LG7   AA (sf)
M-3        881561LJ1   CC (sf)

Terwin Mortgage Trust, Series TMTS 2003-8HE
Series      TMTS2003-8HE
Class      CUSIP       Rating
A          881561CX0   AAA (sf)
B-1        881561DC5   CC (sf)
B-2        881561DD3   CC (sf)
S          881561CY8   AAA (sf)

Terwin Mortgage Trust, Series TMTS 2005-14HE
Series      2005-14HE
Class      CUSIP       Rating
AF-2       881561XJ8   AA- (sf)
AF-3       881561XK5   CCC (sf)
AF-4       881561XL3   AA- (sf)
AF-5       881561XM1   AA- (sf)
AV-2       881561XP4   CCC (sf)
AV-3       881561XQ2   CCC (sf)

Wells Fargo Home Equity Asset-Backed Securities 2004-2 Trust
Series      2004-2
Class      CUSIP       Rating
AI-5       94980GAF8   AAA (sf)
AI-6       94980GAG6   AAA (sf)
AI-7       94980GAH4   AAA (sf)
AI-8       94980GAJ0   AAA (sf)
AI-9       94980GAK7   AAA (sf)
AII-1A     94980GBH3   AAA (sf)
AII-1B     94980GBC4   AAA (sf)
AIII-3     94980GBF7   AAA (sf)
M-1        94980GAN1   AAA (sf)
M-2        94980GAP6   AA+ (sf)
M-3        94980GAQ4   AA (sf)
M-4        94980GAR2   AA- (sf)
M-5        94980GAS0   A (sf)
M-8A       94980GAV3   CC (sf)
M-8B       94980GBJ9   CC (sf)
M-9        94980GAW1   CC (sf)


* S&P Cuts Ratings on 28 Classes From 5 RMBS Re-REMIC Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28
classes from five residential mortgage-backed securities (RMBS)
resecuritized real estate mortgage investment conduit (re-REMIC)
transactions issued between 2006 and 2010. "In addition, we
affirmed our ratings on 95 classes from four transactions with
lowered ratings and seven other transactions," S&P said.

Ten transactions in this review pay interest on a pro rata basis
and two (Morgan Stanley Re-REMIC Trust 2010-R7 and LVII
Resecuritization Trust 2009-03) pay interest sequentially.

"We reviewed three classes from two custody receipt transactions:
Custody Receipt Evidencing Ownership Of CWHEQ Revolving Home
Equity Loan Trust, Revolving Home Equity Loan Asset Backed Notes
Series 2007-G, Class A and Custody Receipts Evidencing Ownership
Of CWHEQ Revolving Home Equity Loan Trust, Revolving Home Equity
Loan Asset Backed Notes Series 2006-H. Assured Guaranty Municipal
Corp. (Assured; AA-/Stable/--) insures the three classes of
custody receipts," S&P said.

"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," S&P said.

Table 1
Lifetime Loss Projections For Prime And Subprime RMBS
(Percent of original balance)
           Prime RMBS      Subprime RMBS
            Aggregate        Aggregate
Vintage      Current          Current
2005         5.5              18.25
2006         9.25             38.25
2007         11.75            48.50

Table 2
Lifetime Loss Projections For Alternative-A RMBS
(Percent of original balance)
                            Fixed/
            Aggregate       long-reset
Vintage      Current         Current
2005         13.75           12.75
2006         29.50           25.25
2007         36.00           31.75

           Short-reset
             hybrid        Option ARM
Vintage      Current         Current
2005         13.25           15.50
2006         30.00           34.75
2007         41.00           43.50

"We also based our downgrades on our assessment of whether there
were interest shortfalls and on 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 10 noncustody receipt transactions, we applied
Standard and 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 based our rating actions on all 10 noncustody receipts deals
on projected principal write downs. Three deals, Citigroup
Mortgage Loan Trust 2009-12, CSMC Series 2009-4R, and JP Morgan
Mortgage Trust 2008-R3 have current interest shortfalls. We
considered these shortfalls as de minimis as cumulative shortfall
amount is less than $500 and 1% of the debt service payment," S&P
said.

"The affirmations reflect our assessment that the re-REMIC classes
will likely receive timely interest and the ultimate payment of
principal under the applicable stressed assumptions. The affirmed
ratings on the custody receipt transactions reflect the higher of
the rating on the related bond insurer and Standard & Poor's
underlying ratings (SPUR) on the securities," 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

BCAP LLC 2009-RR8 Trust
Series 2009-RR8
                               Rating
Class      CUSIP       To                   From
I-A1       05532CAA7   AA+ (sf)             AAA (sf)

CSMC Series 2009-16R
Series 2009-16R
                               Rating
Class      CUSIP       To                   From
11-A-2     12642YGS7   B (sf)               BBB (sf)

CSMC Series 2009-4R
Series 2009-4R
                               Rating
Class      CUSIP       To                   From
1-A-13     12641NBA6   CC (sf)              A- (sf)
C-M-19     12641NED7   CC (sf)              A- (sf)
2-A-9      12641NCN7   CC (sf)              A- (sf)
1-A-19     12641NBN8   CC (sf)              A- (sf)
2-A-17     12641NDE6   CC (sf)              A- (sf)
C-M-13     12641NDZ9   CC (sf)              A- (sf)
C-M-8      12641NDV8   BBB- (sf)            AAA (sf)
1-A-15     12641NBE8   CC (sf)              A- (sf)
1-A-17     12641NBJ7   CC (sf)              A- (sf)
1-A-8      12641NAQ2   BBB- (sf)            AAA (sf)
2-A-18     12641NDG1   AA (sf)              AAA (sf)
1-A-16     12641NBG3   CC (sf)              A- (sf)
2-A-16     12641NDC0   CC (sf)              A- (sf)
2-A-19     12641NDJ5   CC (sf)              A- (sf)
1-A-9      12641NAS8   CC (sf)              A- (sf)
2-A-8      12641NCL1   AA (sf)              AAA (sf)
1-A-14     12641NBC2   CC (sf)              A- (sf)
2-A-15     12641NDA4   CC (sf)              A- (sf)
2-A-14     12641NCY3   CC (sf)              A- (sf)
C-M-9      12641NDX4   CC (sf)              A- (sf)
1-A-18     12641NBL2   BBB- (sf)            AAA (sf)
2-A-13     12641NCW7   CC (sf)              A- (sf)
C-M-18     12641NEB1   BBB- (sf)            AAA (sf)

J.P. Morgan Mortgage Trust Series 2008-R4
Series 2008-R4
                               Rating
Class      CUSIP       To                   From
3-A-2      46633AAH8   CC (sf)              CCC (sf)
2-A-1      46633AAC9   BB- (sf)             A- (sf)

J.P. Morgan Mortgage Trust Series 2008-R3
Series 2008-R3
                               Rating
Class      CUSIP       To                   From
2-A-1      46632YAC8   CCC (sf)             B- (sf)

RATINGS AFFIRMED

Banc of America Funding 2009-R9 Trust
Series 2009-R9
Class      CUSIP       Rating
2-A-1      05954UAE8   AAA (sf)

Custody Receipts Evidencing Ownership Of CWHEQ Revolving Home
Equity Loan
Trust, Revolving Home Equity Loan Asset Backed Notes Series 2006-H
Series 2006-H

Class      CUSIP       Rating
2-A-1A     126686AG9   AA- (sf)
2-A-1B     126686AH7   AA- (sf)

Custody Receipt Evidencing Ownership of CWHEQ
Revolving Home Equity Loan Trust,
Revolving Home Equity Loan Asset-Backed Notes
Series 2007-G, Class A
Class      CUSIP       Rating
A          23242JAQ1   AA- (sf)

Citigroup Mortgage Loan Trust 2009-12
Series 2009-12
Class      CUSIP       Rating
6A1        173097AQ9   AAA (sf)

CSMC Series 2009-16R
Series 2009-16R
Class      CUSIP       Rating
4-A-10     12642YCQ5   AAA (sf)
3-A-5      12642YBS2   AAA (sf)
4-A-3      12642YCH5   AAA (sf)
5-A-9      12642YDG6   A (sf)
3-A-7      12642YBU7   AAA (sf)
5-A-1      12642YCY8   A (sf)
3-A-10     12642YBX1   AAA (sf)
5-A-4      12642YDB7   A (sf)
3-A-1      12642YBN3   AAA (sf)
4-A-7      12642YCM4   AAA (sf)
11-A-1     12642YGR9   AAA (sf)
5-A-6      12642YDD3   A (sf)
4-A-5      12642YCK8   AAA (sf)
3-A-8      12642YBV5   AAA (sf)
4-A-4      12642YCJ1   AAA (sf)
3-A-11     12642YBY9   AAA (sf)
3-A-6      12642YBT0   AAA (sf)
4-A-1      12642YCF9   AAA (sf)
4-A-12     12642YCS1   AAA (sf)
10-A-2     12642YGP3   BBB (sf)
4-A-9      12642YCP7   AAA (sf)
5-A-5      12642YDC5   A (sf)
4-A-11     12642YCR3   AAA (sf)
3-A-12     12642YBZ6   AAA (sf)
4-A-8      12642YCN2   AAA (sf)
10-A-1     12642YGN8   AAA (sf)
4-A-6      12642YCL6   AAA (sf)

CSMC Series 2009-4R
Series 2009-4R
Class      CUSIP       Rating
1-A-1      12641NAA7   AAA (sf)
1-A-4      12641NAG4   AAA (sf)
1-A-10     12641NAU3   AAA (sf)
2-A-3      12641NCA5   AAA (sf)
1-A-2      12641NAC3   AAA (sf)
1-A-12     12641NAY5   AAA (sf)
2-A-6      12641NCG2   AAA (sf)
2-A-21     12641NDN6   AAA (sf)
1-A-20     12641NBQ1   AAA (sf)
2-A-11     12641NCS6   AAA (sf)
1-A-21     12641NBS7   AAA (sf)
2-A-23     12641NDQ9   AAA (sf)
2-A-24     12641NDS5   AAA (sf)
1-A-3      12641NAE9   AAA (sf)
2-A-4      12641NCC1   AAA (sf)
2-A-2      12641NBY4   AAA (sf)
2-A-20     12641NDL0   AAA (sf)
2-A-7      12641NCJ6   AAA (sf)
C-M-7      12641NEJ4   AAA (sf)
2-A-1      12641NBW8   AAA (sf)
2-A-5      12641NCE7   AAA (sf)
2-A-12     12641NCU1   AAA (sf)
2-A-22     12641NEH8   AAA (sf)
1-A-6      12641NAL3   AAA (sf)
1-A-5      12641NAJ8   AAA (sf)
1-A-11     12641NAW9   AAA (sf)
2-A-10     12641NCQ0   AAA (sf)
1-A-22     12641NBU2   AAA (sf)
1-A-7      12641NAN9   AAA (sf)

J.P. Morgan Mortgage Trust Series 2008-R4
Series 2008-R4
Class      CUSIP       Rating
3-A-1      46633AAG0   AAA (sf)

J.P. Morgan Mortgage Trust Series 2008-R3
Series 2008-R3
Class      CUSIP       Rating
2-A-2      46632YAD6   CCC (sf)

LVII Resecuritization Trust 2009-3
Series 2009-3
Class      CUSIP       Rating
M-9        550786AM9   BBB- (sf)
A-IO-1     550786AW7   AAA (sf)
A-3        550786AC1   AAA (sf)
M-1        550786AD9   AA+ (sf)
A-IO-3     550786BA4   A (sf)
A-1        550786AA5   AAA (sf)
M-4        550786AG2   A+ (sf)
M-7        550786AK3   BBB+ (sf)
B-2        550786AP2   BB- (sf)
M-6        550786AJ6   A- (sf)
M-8        550786AL1   BBB (sf)
M-3        550786AF4   AA- (sf)
A-2        550786AB3   AAA (sf)
A-4        550786AY3   AAA (sf)
M-5        550786AH0   A (sf)
M-2        550786AE7   AA (sf)
B-3        550786AQ0   B (sf)
B-1        550786AN7   BB (sf)
A-IO-2     550786AZ0   AA (sf)

Morgan Stanley Re-REMIC Trust 2010-R7
Series 2010-R7
Class      CUSIP       Rating
3-A        61759QAE7   AA (sf)
3-A2       61759QAG2   AA (sf)
1-A        61759QAA5   BBB (sf)
1-A2       61759QAC1   BBB (sf)
3-A1       61759QAF4   AAA (sf)

Wells Fargo Mortgage Loan 2010-RR3 Trust
Series 2010-RR3
Class      CUSIP       Rating
A-7        94987AAJ6   A (sf)
A-4        94987AAE7   BBB (sf)
A-6        94987AAG2   AA (sf)
A-8        94987AAK3   A (sf)
A-1        94987AAB3   AAA (sf)
A-2        94987AAC1   AA (sf)
A-3        94987AAD9   A (sf)
A-9        94987AAL1   BBB (sf)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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