TCR_Public/120506.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, May 6, 2012, Vol. 16, No. 125

                            Headlines

ABFS MORTGAGE: Moody's Confirms 'Caa2' Rating on Class M-1 RMBS
AMERICREDIT FIN'L: Moody's Lifts Ratings on 3 Tranches From Ba1
APHEX CAPITAL 2007-7SR: S&P Lowers Rating on Class G Notes to 'D'
APIDOS III: Moody's Raises Rating on US$6MM D Notes to 'Ba3(sf)'
ARCAP 2004-1: Moody's Cuts Rating on Cl. F Certificates to 'Ca'

BABSON LOAN: S&P Raises Rating on E Notes From 'BB+'; Off Watch
BANK OF AMERICA: Fitch Cuts Rating on $14.2MM Certs. to 'Csf'
BAYVIEW FINANCIAL: Fitch Cuts Rating on 2 Trust Classes to 'CCCsf'
BEAR STEARNS: Fitch Downgrades Rating on Six Certificate Classes
BEAR STEARNS: Fitch Lowers Rating on 3 Cert. Classes to 'Csf'

BLACK DIAMOND 2005-1: Moody's Raises 2 Note Ratings to 'Ba1'
BLACK DIAMOND 2005-2: S&P Raises Ratings on 2 Note Classes to 'B-'
CARNOW AUTO 2012-1: S&P Assigns 'BB' Rating on US$7.73MM D Notes
CDC MORTGAGE: Moody's Lowers Rating on Class M-2 Tranche to 'C'
CEDARWOODS II: S&P Lowers Ratings on 2 Debt Classes to 'CCC-'

CENTERLINE FINANCIAL: S&P Lowers Rating on Senior Loan to 'BB'
CENTEX HOME: Moody's Downgrades Ratings on Ten Tranches to 'C'
CGCMT 2010-RR2: Moody's Cuts Rating on Cl. JP-A4B Certs. to 'B2'
CHASE COMM'L: Moody's Cuts Rating on Class X Securities to 'C'
CHATHAM LIGHT: S&P Raises Rating on Class E Notes to 'BB+'

COMM 2004-LNB4: S&P Lowers Rating on Class C Certificates to 'D'
COMM 2007-FL14: Moody's Affirms 'Caa3' Ratings on 3 Cert. Classes
CREDIT SUISSE 2000-C1: S&P Cuts Ratings on 2 Cert. Classes to 'D'
CREDIT SUISSE 2003-CPN1: Moody's Cuts Rating on H Securities to C
CREDIT SUISSE 2003-CPN1: S&P Lowers Rating on Class F to 'CCC-'

CRF 19: S&P Places 'CCC-' Rating on Class E Notes on Watch Neg
CSAM FUNDING: Moody's Raises Rating on Class C Notes from 'Ba2'
DEL MAR CLO I: S&P Raises Class E Note Rating to 'CCC+'; Off Watch
DIVERSIFIED ASSET: Fitch Affirms 'Csf' Rating on US$28.01MM Notes
DOMINOS PIZZA: S&P Withdraws 'BB' Rating on Class M-1 Notes

ECP CLO 2012-3: S&P Assigns 'BB' Rating on US$24MM Class D Notes
EQUITY ONE: Moody's Lowers Rating on M-2 Tranche to 'C (sf)'
EVERGLADES RE 2012-1: S&P Rates $750MM Class A Notes 'B+(sf)'
FIRST FRANKLIN: Moody's Cuts Rating on Cl. M-1 Tranche to 'B2'
GMAC COMMERCIAL: Fitch Lowers Ratings on Cl. M & N Certs. to CCsf

GOLDENTREE LOAN VI: S&P Assigns 'BB' Rating to US$22MM Cl. E Notes
GRAMERCY REAL: Fitch Affirms CCsf, Csf Ratings on 11 Note Classes
GRANITE VENTURES: Moody's Raises Rating on $7MM D Notes to 'Ba1'
GS MORTGAGE 2004-GG2: S&P Cuts Rating on Class G Certs. to 'CCC-'
HARBOURVIEW CLO 2006-1: S&P Raises Rating on Class D Notes to 'B+'

HELIX INVESTMENTS: S&P Withdraws 'CCC-' Rating on Class C Notes
HIGHLAND LOAN: Moody's Lifts Ratings on 2 Note Classes From 'Ba1'
HUDSON STRAITS 2004: S&P Raises Rating on Class E Notes to 'B+'
IXIS REAL: Moody's Confirms 'Caa1' Rating on Class M-1 Tranche
JPMCC 2005-LDP4: Moody's Lowers Ratings on 2 Cert. Classes to 'C'

JPMCC 2006-FL2: Fitch Affirms 'CCC' Ratings on 2 Note Classes
JPMCC 2008-C2: Moody's Lowers Rating on A-J Securities to 'Ca'
JPMCC 2012-C6: Moody's Assigns B2 Rating on Class H Securities
JPMCM 2004-C1: Fitch Cuts Rating on $2.6MM Class P Certs. to 'Csf'
JUNIPER CBO 2000-1: S&P Withdraws 'CC' Rating on Class A-4 Notes

KMART FUNDING: Moody's Affirms 'C' Rating on Collateralized Note
LASALLE COMM'L: Moody's Affirms 'C' Ratings on Three CMBS Classes
LBUBS COMMERCIAL: Fitch Lowers Rating on Class. P Certs. to 'CCsf'
LONG BEACH: Moody's Cuts Rating on Cl. M-2 Tranche to 'Ca (sf)'
MASTR ADJUSTABLE: Moody's Cuts Ratings on Four Tranches to 'C'

MASTR ASSET: Moody's Downgrades Rating on Cl. M-5 Tranche to 'C'
MAX CMBS: Moody's Withdraws Junk Ratings on Eight Note Classes
MERRILL LYNCH: Moody's Affirms 'C' Ratings on 3 Secs. Classes
MERRILL LYNCH: Moody's Cuts Rating on Class G Certs. to 'Ca(sf)'
MORGAN STANLEY: Fitch Affirms Rating on 2 Cert. Classes at 'Dsf'

MORGAN STANLEY: Fitch Affirms Rating Cl. N Certificates at 'CCCsf'
MORGAN STANLEY: Moody's Cuts Rating on Cl. M Certificates to 'C'
MORGAN STANLEY: Fitch Lowers Ratings on 3 Cert. Classes to 'Csf'
MORGAN STANLEY: S&P Lowers Ratings on 2 CMBS Classes to 'D'
MORGAN STANLEY: Moody's Affirms Junk Ratings on 2 CMBS Classes

MYTHEN LTD: Moody's Assigns 'B2' Rating to $250MM Class H Notes
NAVISTAR INTERNATIONAL: S&P Keeps 'BB-' Issuer Credit Rating
NOMURA ASSET: Fitch Affirms 'BBsf' Rating on $37.2MM B-3 Certs.
NXT CAPITAL 2012-1: S&P Assigns 'BB' Rating on US$23.75MM E Notes
OCTAGON INVESTMENT: Moody's Lifts Rating on B-2L Notes From Ba1

RACE POINT VI: S&P Assigns 'BB' Rating to US$17.25MM Class E Notes
RAMP SERIES: Moody's Lowers Rating on Cl. M-I-1 Tranche to 'C'
RAMPART CLO 2007: S&P Raises Rating on Class E Notes to 'B+'
RESIDENTIAL REINSURANCE: S&P Raises Class 2 Note Rating to 'BB-'
SAGAMORE CLO: Moody's Raises Ratings on Two Note Classes to 'B1'

SAXON ASSET: Moody's Lowers Rating on Class BF-1 Tranche to 'C'
SEAWALL SPC: S&P Cuts Rating on Series 2008-39 Notes to 'CCC-'
SEQUOIA MORTGAGE: Moody's Cuts Ratings on Three Tranches to 'C'
SOVEREIGN COMMERCIAL: Fitch Lowers Rating on 2 Certificate Classes
STACK 2004-1: Moody's Lowers Rating on US$8MM Cl. C Notes to 'C'

STRUCTURED ASSET: Moody's Confirms Caa2 Rating on Cl. M1 Tranche
STRUCTURED ASSET: Moody's Cuts Rating on Cl. M-3 Tranche to 'C'
TALMAGE STRUCTURED 2005-2: S&P Lowers Rating on Cl. C CDO to CCC+
TELOS CLO 2006-1: S&P Raises Rating on Class E Notes to 'BB-'
TERWIN MORTGAGE: Moody's Cuts Ratings on Nine Tranches to 'C'

TIMBERSTAR TRUST: Fitch Affirms 'BB' Rating on $130-Mil. Certs.
UBS COMMERCIAL 2007-FL1: S&P Raises Rating on A-2 Certs. to 'BB+'
US AIRWAYS: Fitch Assigns 'BB-' Rating on $125-Mil. Class B Certs.
US AIRWAYS: Fitch Assigns 'B' Rating to New $118MM Cl. C Certs.
WELLS FARGO: Fitch Affirms 'Bsf' Rating of $19.9MM Class F Certs.

* Moody's Expects Weaker Auto Loan ABS Pool Performance in 2012
* Moody's Takes Rating Actions on $593MM Prime RMBS Transactions
* Moody's Takes Rating Actions on $157 Million Subprime RMBS
* S&P Cuts Ratings on 11 Classes From 5 JPMorgan CMBS Deals to 'D'
* S&P Takes Various Rating Actions on 16 Tranches From 12 US CDOs

* S&P Lowers Ratings on Five Classes From 2 Seawall CDOs to 'D'
* S&P Downgrades 8 Ratings on 2 U.S. CMBS Transactions
* S&P Affirms 'CCC-' Ratings on 14 Classes From 2 CRE CDO Deals
* S&P Raises Ratings on 42 Tranches from 20 U.S. CDO Transactions


                            *********

ABFS MORTGAGE: Moody's Confirms 'Caa2' Rating on Class M-1 RMBS
---------------------------------------------------------------
Moody's Investors Service has confirmed the rating of one tranche
from one RMBS transaction backed by Subprime loans issued by ABFS
Mortgage Loan Trust.

Complete rating actions are as follows:

Issuer: ABFS Mortgage Loan Trust 2002-4

Cl. M-1, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

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, 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_SF283839

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


AMERICREDIT FIN'L: Moody's Lifts Ratings on 3 Tranches From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded, twelve subordinate
tranches from three 2011 subprime auto loan transactions sponsored
by AmeriCredit Financial Services, Inc (AmeriCredit).

Complete rating actions are as follows:

Issuer: AmeriCredit Auto Receivables Trust 2011-1

Cl. B, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to Aa3 (sf); previously on Feb 6, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A3 (sf); previously on Feb 6, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2011-2

Cl. B, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to Aa3 (sf); previously on Feb 6, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A3 (sf); previously on Feb 6, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Issuer: AmeriCredit Automobile Receivables Trust 2011-3

Cl. B, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa1 (sf)
Placed Under Review for Possible Upgrade

Cl. C, Upgraded to Aaa (sf); previously on Feb 6, 2012 Aa3 (sf)
Placed Under Review for Possible Upgrade

Cl. D, Upgraded to Aa3 (sf); previously on Feb 6, 2012 Baa1 (sf)
Placed Under Review for Possible Upgrade

Cl. E, Upgraded to A3 (sf); previously on Feb 6, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Ratings Rationale

The upgrades were driven by a downward revision of collateral pool
net loss expectations. In addition the mezzanine tranches benefit
from a buildup of credit enhancement due to the sequential pay
structure. The reductions are a result of improved performance due
to stronger underlying borrower credit relative to pre-2009
vintages and a healthy used vehicle market that has increased
recoveries on repossessed vehicles.

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

Issuer: AmeriCredit Automobile Receivables Trust 2011-1

Lifetime CNL expectation - 7.50%, prior expectation (February
2012) - 8.00% - 10.00%

Lifetime Remaining CNL expectation -- 8.58%

Aaa (sf) level -- Approximately 35%

Pool factor -- 67.6%

Total credit enhancement (excluding excess spread ): Class B --
44.63%, Class C -- 31.32%, Class D -- 18.23%, Class E -- 14.75%

Excess spread -- Approximately 11% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-2

Lifetime CNL expectation - 8.00%, prior expectation (February
2012) - 8.00% - 10.00%

Lifetime Remaining CNL expectation -- 9.05%

Aaa (sf) level -- Approximately 35%

Pool factor -- 68.55%

Total credit enhancement (excluding excess spread ): Class B --
44.22%, Class C -- 31.09%, Class D -- 18.18%, Class E -- 14.75%

Excess spread -- Approximately 11% per annum

Issuer: AmeriCredit Automobile Receivables Trust 2011-3

Lifetime CNL expectation - 8.00%, prior expectation (February
2012) - 8.00% - 10.00%

Lifetime Remaining CNL expectation -- 8.53%

Aaa (sf) level -- Approximately 35%

Pool factor -- 76.69%

Total credit enhancement (excluding excess spread ): Class B --
41.09%, Class C -- 29.35%, Class D -- 17.81%, Class E -- 14.75%

Excess spread -- Approximately 11% per annum

Ratings on the notes may be downgraded if the lifetime CNL
expectation is increased by 10%.

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

Primary sources of assumption uncertainty are the current
macroeconomic environment, in which unemployment continues to
remain at elevated levels, and strength in the used vehicle
market. Moody's currently views the used vehicle market as much
stronger now than it was at the end of 2008 when the uncertainty
relating to the economy as well as the future of the U.S auto
manufacturers was significantly greater. Overall, Moody's expects
overall a sluggish recovery in most of the world's largest
economies, returning to trend growth rate with elevated fiscal
deficits and persistent unemployment levels.

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


APHEX CAPITAL 2007-7SR: S&P Lowers Rating on Class G Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G notes issued by Aphex Capital NSCR 2007-7SR, a synthetic
collateralized debt obligation transaction backed by commercial
mortgage-backed securities to 'D (sf)'.

"We lowered our rating to 'D (sf)' on tranche G due to an interest
shortfall that was noted in the March 2012 trustee report," S&P
said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

           http://standardandpoorsdisclosure-17g7.com

RATING LOWERED

Aphex Capital NSCR 2007-7SR Ltd.
                                 Rating
Class                    To                  From
G                        D (sf)              CC (sf)


APIDOS III: Moody's Raises Rating on US$6MM D Notes to 'Ba3(sf)'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Apidos CDO III:

U.S. $19,000,000 Class A-2 Senior Notes Due 2020, Upgraded to Aa1
(sf); previously on August 25, 2011 Upgraded to Aa3 (sf);

U.S. $15,000,000 Class B Mezzanine Notes Due 2020, Upgraded to A3
(sf); previously on August 25, 2011 Upgraded to Baa1 (sf);

U.S. $10,500,000 Class C Mezzanine Notes Due 2020, Upgraded to Ba1
(sf); previously on August 25, 2011 Upgraded to Ba2 (sf);

U.S. $6,000,000 Class D Mezzanine Notes Due 2020, Upgraded to Ba3
(sf); previously on August 25, 2011 Upgraded to B1 (sf).

Ratings Rationale

According to Moody's, rating actions taken on the notes reflect
the benefit of the end of the deal's reinvestment period in April
2012. In consideration of the inability to effect significant
changes to the current collateral pool, Moody's analyzed the deal
assuming 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. In particular, the deal is assumed to benefit from
higher spread levels compared to the levels assumed at the last
rating action in August 2011. Moody's also notes that the
transaction's reported collateral quality and
overcollateralization ratios are stable since 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 balance, including principal proceeds, of $276
million, defaulted par of $1.4 million, a weighted average default
probability of 17.9% (implying a WARF of 2638), a weighted average
recovery rate upon default of 48.8%, and a diversity score of 78.
These default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends, and collateral manager
latitude for trading the collateral are also factors.

Apidos CDO III, issued in March 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.

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% (2110)

Class A-1: 0
Class A-2: +1
Class B: +3
Class C: +2
Class D: +1

Moody's Adjusted WARF + 20% (3166)

Class A-1: 0
Class A-2: -3
Class B: -2
Class C: -1
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 2013 and
2016 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the managers'
investment strategies 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 commence 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 selling 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.


ARCAP 2004-1: Moody's Cuts Rating on Cl. F Certificates to 'Ca'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
and affirmed the ratings of five classes of Certificates issued by
ARCap 2004-1 Resecuritization Trust. The downgrade is 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.

Moody's rating action is as follows:

Cl. A, Affirmed at Baa1 (sf); previously on May 20, 2011
Downgraded to Baa1 (sf)

Cl. B, Affirmed at Ba3 (sf); previously on May 20, 2011 Downgraded
to Ba3 (sf)

Cl. C, Affirmed at Caa1 (sf); previously on May 20, 2011
Downgraded to Caa1 (sf)

Cl. D, Affirmed at Caa2 (sf); previously on May 20, 2011
Downgraded to Caa2 (sf)

Cl. E, Affirmed at Caa3 (sf); previously on May 20, 2011
Downgraded to Caa3 (sf)

Cl. F, Downgraded to Ca (sf); previously on May 20, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

ARCap 2004-1 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 the collateral
issued between 1999 and 2004. As of the April 18, 2012 Trustee
report, the aggregate Note balance of the transaction has
decreased to $325.7 million from $340.9 million at issuance, with
the paydown directed to the Class A Certificates. The paydown was
due to amortization of the collateral and Defaulted Securities
Interest Proceeds being classified as Principal Proceeds. The
current collateral par amount is $233.4 million, representing an
approximately $107.5 million decrease, of which $102.3 million is
the result of cumulative 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 5,894 compared to 6,278 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (2.9% compared to 2.7% at last review), A1-A3
(0.0% compared to 0.4% at last review), Ba1-Ba3 (20.5% compared to
14.6% at last review), B1-B3 (16.7% compared to 15.5% at last
review), and Caa1-C (59.8% compared to 66.8% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 4.7 compared to 5.1
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
4.3% compared to 5.1% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 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
4.3% to 0.0% or up to 9.3% would result in average rating movement
on the rated tranches of 0 to 2 notches downward and 0 to 3
notches upward, respectively.

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

Primary sources of assumption uncertainty are the 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.


BABSON LOAN: S&P Raises Rating on E Notes From 'BB+'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all notes
from Babson Loan Opportunity CLO Ltd., a U.S. collateralized loan
obligation (CLO) transaction managed by Babson Capital Management
LLC. "We also removed our ratings on all classes in this review
from CreditWatch, where we placed them with positive implications
on Feb. 10, 2012," S&P said.

The upgrades reflect principal pay downs and improved credit
performance in the underlying asset pool since July 2011.

This transaction is currently in its amortization phase. Since May
10, 2011, the class A notes have paid down by $187.06 million to
54.58% of their original balance.

"After the reinvestment period, the transaction has an interest
diversion mechanism lower in the payment waterfall, which redeems
the class E notes when the class E overcollateralization (O/C)
ratio is less than 110.5%. Since the current O/C ratio for class
E, which is currently 114.34%, has not yet gone below the
threshold, the class E notes are at 100% of their original
balance," S&P said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our last rating action on June 1,
2011. This has benefited the rated notes and is evidenced by a
significant decrease in 'CCC' rated obligation. The 'CCC' rated
obligations have decreased by $14.46 million between May 2011 and
April 2012," 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

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


BANK OF AMERICA: Fitch Cuts Rating on $14.2MM Certs. to 'Csf'
-------------------------------------------------------------
Fitch Ratings has downgraded two classes of Bank of America, N.A.
- First Union National Bank Commercial Mortgage Trust's (BofA-
FUNB) commercial mortgage pass-through certificates, series 2001-
3.

The downgrades reflect an increase in Fitch expected losses across
the pool, most of which are attributed to the large percentage of
loans in special servicing. Fitch modeled losses of 4.93% of the
original pool balance (includes losses realized to date) based on
updated cashflows and valuations of specially serviced loans.
There are currently seven specially serviced loans (42.2%) in the
pool.

As of the April 2012 distribution date, the pool's collateral
balance has paid down 90.5% to $108.2 million from $1.1 billion at
issuance. Cumulative interest shortfalls in the amount of $1.15
million are currently affecting classes M through Q.

The largest contributor to Fitch modeled losses is secured by a
157,387 square foot (sf) office property located in Columbus, OH.
The loan transferred to special servicing in May 2011 due to
imminent maturity default and the expected loss of a major tenant.
The mortgage loan is expected to be included in an upcoming note
sale.

Fitch downgrades the following classes and assigns Recovery
Estimates (RE) as indicated:

- $8.5 million class M to 'CCCsf' from 'Bsf'; RE 85%;
- $14.2 million class N to 'Csf' from 'CCsf'; RE 0%.

Additionally, Fitch affirms the following classes and revises
Rating Outlooks as indicated:

- $16.7 million class G at 'AAAsf'; Outlook Stable;
- $14.2 million class H at 'AAAsf'; Outlook Stable;
- $14.2 million class J at 'AA+sf'; Outlook to Stable from
    Positive;
- $29.8 million class K at 'A-sf'; Outlook Stable;
- $8.5 million class L at 'BBBsf'; Outlook Negative.

The $2 million class O and the zero balance class P remain at
'Dsf/RE 0%'. Class A-1, A-2, A-2F, B, C, D, E, F, and XP have
paid-in-full. Fitch did not rate the $28.4 million class Q which
has been fully written off or the subordinate component class V-1,
V-2, V-3, V-4, and V-5 certificates.

Fitch has withdrawn the rating on the interest-only class XC. (For
additional information on the withdrawal of the rating on the
interest-only class, see 'Fitch Revises Practice for Rating IO &
Pre-Payment Related Structured Finance Securities', dated June 23,
2010.)


BAYVIEW FINANCIAL: Fitch Cuts Rating on 2 Trust Classes to 'CCCsf'
------------------------------------------------------------------
Fitch Ratings has affirmed nine and downgraded three classes
within four Bayview Financial Asset Trust (BFAT) transactions,
which are U.S. RMBS Re-securitization Trusts.

All four Bayview Re-securitizations are secured by underlying
classes of asset-backed securities. Each of the underlying
securities are secured by an interest in an underlying pool of
loans consisting of fixed- and adjustable-rate residential
mortgage loans; small balance commercial, multi-family and mixed-
use loans; installment contracts for the purchase of real
property; and disaster assistance loans both unsecured and secured
by second liens on commercial property and various types of non-
real estate collateral.

Fitch's rating actions are as follows:

Bayview Financial Asset Trust 2003-SSR1

  -- Class A (07324QDR4) affirmed at 'AAAsf'; Outlook Stable;
  -- Class M (07324QDS2) affirmed at 'AAsf'; Outlook Stable.

Bayview Financial Asset Trust 2004-SSR1

  -- Class A1 (07324QEX0) affirmed at 'BBsf'; Outlook revised to
     Stable from Negative;
  -- Class A2A (07324QEY8) affirmed at 'BBsf'; Outlook revised to
     Stable from Negative;
  -- Class A2B (07324QEZ5) affirmed at 'BBsf'; Outlook revised to
     Stable from Negative;
  -- Class M (07324QFA9) affirmed at 'BBsf'; Outlook Negative.

Bayview Financial Asset Trust 2007-SSR1

  -- Class A (07325QAA3) downgraded to 'Bsf' from 'BBsf'; Outlook
     Negative;
  -- Class M1 (07325QAB1) downgraded to 'CCCsf/RE 60%' from 'Bsf';
  -- Class M2 (07325QAC9) downgraded to 'CCCsf/RE 45%' from 'Bsf';
  -- Class M3 (07325QAD7) affirmed at 'CCCsf/RE 40%';
  -- Class M4 (07325QAE5) affirmed at 'CCsf/RE 35%'.

Bayview Financial Asset Trust 2007-SSR2

  -- Class A (07326CAC9) affirmed at 'CCsf/RE 30%'.

The three downgrades are a result of an increase in Fitch's
expected losses due to revisions to Fitch's treatment of seasoned
Subprime loans, as well as deterioration in the collateral
underlying Bayview Financial, Asset Trust 2007-SSR1.  Fitch's
revised seasoning credit for Subprime loans is described in the
special report 'U.S. Subprime RMBS Rate of Improvement Slows,'
published March 12, 2012.

While the rated classes in all four Re-securitizations benefit
from excess spread, overcollateralization and a reserve fund, the
transactions also contain two characteristics that increase their
sensitivity to stressed scenarios.  First, principal is paid pro-
rata across senior and subordinate classes.  This feature results
in a reduction of the subordination for senior classes over time
and can increase their vulnerability to higher losses later in the
transaction's life.  Second, the transactions all have varying
degrees of basis risk as a result of fixed-rate coupons on the
underlying bonds collateralizing floating-rate coupons in the Re-
securitization.

Bayview Financial Asset Trust 2003-SSR1 has generally performed
within expectations to date, with the underlying mortgage pools
experiencing relatively low delinquency rates and limited losses.
Despite more stressful assumptions and the pro-rata principal pay
structure of the Re-securitization, the ratings of the A and M
classes were affirmed due to modest increases in credit
enhancement over the past 12 months.

The performance of Bayview Financial Asset Trust 2004-SSR1's
collateral has not deteriorated further; however, all classes are
projected to incur unrecovered interest shortfalls in all stressed
scenarios.  As a result of the projected interest shortfalls, the
ratings were capped at 'BBsf' in the 2011 review, based on Fitch's
'Criteria for Rating Caps in Global Structured Finance
Transactions' (Aug. 9, 2011).

The mortgage pools underlying Bayview Financial Asset Trust 2007-
SSR1 have performed slightly worse than expected.  The
aforementioned structural features of the transaction make the
senior bonds vulnerable to small changes in performance, and led
to the three downgrades.  The most senior bond in the transaction,
class A, has been downgraded to 'Bsf' from 'BBsf' as a result of
higher expected losses.  In addition, the class A is expected to
experience unrecoverable interest shortfalls in the 'BBBsf' stress
scenario, which lead to a rating cap of 'BBsf' in May 2011.

To review ratings on the Re-securitizations, Fitch first
determined each collateral pool's projected base-case and rating
stressed default and loss severity assumptions for the underlying
transactions.  Due to the atypical characteristics of the
underlying mortgage pool, Fitch did not use its proprietary loan-
level residential mortgage model when projecting mortgage pool
losses.  Given the similarities in the collateral's default
behavior with subprime mortgage loans of similar vintages, Fitch
used a performance-adjusted subprime vintage average default
assumption for performing loans and assumed 100% probability of
default for all delinquent loans.  Loss severities for the
underlying mortgage loans are generally materially higher than
typical subprime loans.  Fitch assumed 100% severity for all
second lien and unsecured pools and 90% severity for all first
lien pools.  Fitch also used vintage average servicer advancing
rates that were generated in the March 2012 Subprime review.
Finally, adjustments were made to account for small pool risk in
the underlying transactions based on Fitch's small pool policy.

After determining each underlying mortgage pools' projected base-
case and stressed scenario loss assumptions, Fitch performs cash
flow analysis to ascertain the amount of bond recovery and loss
that the Re-securitization classes take in the 'AAA-B' rating
stresses.  Fitch's cash flow assumptions are described in the July
8, 2011 report, 'U.S. RMBS Surveillance Criteria'.  Fitch's Cash
flow Criteria is described in the report 'U.S RMBS Cash Flow
Analysis Criteria' published on April 19, 2012.

Fitch did not consider the results of the PCM model typically used
in structured credit transactions and referenced in Fitch's
criteria when rating Re-securitizations with more than five
underlying bonds.  This is an exception to Fitch's published
rating criteria.  However, since the underlying bonds generally do
not have credit ratings, Fitch did not feel the PCM model results
would provide a useful indication of the Re-securitization credit
risk.

Following a review of the cash flow results, Fitch affirmed or
downgraded the ratings of the Re-securitization classes based on
each bond's credit risk and likelihood of receiving full payment
of interest.

In addition to the long-term credit rating on each rated class,
Fitch has also revised the Recovery Estimates on the four bonds
which are expected to incur impairment.  The methodology used to
assign Recovery Ratings is described in Fitch's Nov. 18, 2011
report, 'Structured Finance Recovery Estimates for Distressed
Securities'.

These actions were reviewed by a committee of Fitch analysts.


BEAR STEARNS: Fitch Downgrades Rating on Six Certificate Classes
----------------------------------------------------------------
Fitch Ratings downgrades six classes of Bear Stearns Commercial
Mortgage Securities Trust, commercial mortgage pass-through
certificates, 2002-Top8.

The downgrades reflect an increase in cumulative transaction
losses primarily due to an increase in expected losses from loans
in special servicing. The transaction faces near-term maturity
risk with 77% of the pool scheduled to mature in 2012.
Affirmations reflect sufficient levels of credit enhancement at
each respective rating category compared to the total base case
expected loss for the pool.  Fitch modeled losses of 3.8% (2.5%
cumulative transaction losses which includes losses realized to
date).

Fitch expects that classes N and O may be fully depleted and class
M significantly impacted from losses associated with the specially
serviced assets.

As of the April 2012 distribution date, the pool's aggregate
principal balance has been paid down by 44.7% to $465.9 million
from $842.2 million at issuance. Ten loans (22.2%) in the
transaction are defeased.  As of April 2012, there are cumulative
interest shortfalls in the amount of $0.38 million currently
affecting classes L through O.

Fitch has identified 10 loans (9.6%) as Fitch Loans of Concern,
which includes seven specially serviced loans (7.5%).

The largest contributor to losses (1.65% of pool balance) is a
205,000 square foot single tenant retail property located in
Sacramento, CA.  The loan transferred to special servicing in
September 2010.  The special servicer approved a lease amendment
which modified the terms of the lease extension options.  The
tenant has executed a two year extension at a lower lease rate
while retaining options for additional extensions.

The second largest contributor to losses (0.81%) is a 124 unit Low
Income Housing Tax Credit property located in Tomball, TX.  The
loan transferred to special servicing in February 2010 when the
carve out guarantor filed bankruptcy.  The special servicer
foreclosed on the property in March 2011 and is positioning the
property for disposition.

The third largest contributor to losses (0.86%) is a 49,882 sf
retail property located in Oak Lawn, IL.  The loan transferred to
special servicing in December 2011 due to monetary default.  As of
April 2012 the property was 70.6% occupied.  The special servicer
has initiated the foreclosure process.

In total, there are currently seven loans (7.5%) in special
servicing consisting of three loans (3.2%) that are 90 days
delinquent, two loans (2.5%) in foreclosure, one loan (1%) that is
performing matured and one asset (0.8%) that is real estate owned
(REO).

At Fitch's last review there were five loans (4.2%) in special
servicing consisting of two loans (1.8%) that were current, one
loan (1.4%) that was 90 days delinquent, one loan (0.5%) in
foreclosure and one asset (0.6%) that was REO.

Fitch downgrades and revises Recovery Estimates to the following
classes as indicated:

  -- $8.4 million class H to 'BBsf' from 'BB+sf'; Outlook Stable;
  -- $3.2 million class J to 'Bsf' from 'BBsf'; Outlook Stable;
  -- $4.2 million class K to 'CCCsf' from 'Bsf'; RE 100%;
  -- $3.2 million class L to 'CCCsf' from 'B-sf'; RE 100%;
  -- $4.2 million class M to 'CCsf' from 'CCCsf'; RE 20% from
     100%;
  -- $2.1 million class N to 'Csf' from 'CCCsf'; RE 0% from 100%;

Fitch affirms the following classes as indicated:

  -- $351.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $25.3 million class B at 'AAAsf'; Outlook Stable;
  -- $28.4 million class C at 'AAsf'; Outlook Positive;
  -- $9.5 million class D at 'Asf'; Outlook Positive;
  -- $11.6 million class E at 'BBB+sf'; Outlook Positive;
  -- $6.3 million class F at 'BBBsf'; Outlook Positive;
  -- $4.2 million class G at 'BBB-sf'; Outlook Stable;

Class A-1 and X-2 have been paid in full.  Fitch has withdrawn the
ratings of the interest-only classes X-1.

Fitch does not rate class O.


BEAR STEARNS: Fitch Lowers Rating on 3 Cert. Classes to 'Csf'
--------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed 14 classes
of Bear Stearns Commercial Mortgage Securities Trust (BSCMSI)
commercial mortgage pass-through certificates series 2005-PWR8.
The downgrades were due to the increased certainty of expected
losses on the specially serviced assets, while the affirmations
reflect Fitch's stable-to-improved overall loss expectations on
the remaining pool.

Fitch modeled losses of 6.1% of the remaining pool; expected
losses on the original pool balance total 6.9%, including losses
already incurred.  The pool has experienced $28.6 million (1.6% of
the original pool balance) in realized losses to date.  Fitch has
designated 49 loans (22.6%) as Fitch Loans of Concern, which
includes nine specially serviced assets (5.4%).

As of the April 2012 distribution date, the pool's aggregate
principal balance has been reduced by 14.5% to $1.51 billion from
$1.77 billion at issuance.  Per the servicer reporting, eight
loans (9% of the pool) have defeased since issuance. Interest
shortfalls are currently affecting classes H through Q.

The largest contributor to expected losses is the real estate
owned (REO) Union Centre Pavilion (1% of the pool), an
approximately 146,000-square foot (sf) anchored retail center
built in 2001, located in a northern suburb of Cincinnati, OH.
The asset transferred to special servicing in February 2009 for
imminent default and became REO in January 2012.  Based on recent
valuations, Fitch expects significant losses upon disposition.

The next largest contributor to expected losses is the REO
Roseville Corporate Center (1.3%), an approximately 230,000-sf
office property located between Minneapolis and St. Paul, MN.  The
asset was foreclosed upon on Dec. 30, 2011, and following a
required six-month right-of-redemption period, the special
servicer intends to list the asset for sale.

The third largest contributor to expected losses is the specially-
serviced La Borgata at Serrano loan (0.9%), which is secured by a
59,000-sf mixed use (office/retail) property built in 2003,
located about 30 miles east of Sacramento, CA.  The loan
transferred to special servicing on March 9, 2012 for imminent
default due to high rollover and resulting low occupancy.  As of
the April 2012 remittance, the loan was due for its March 1, 2012
payment.

Fitch downgrades the following classes and revises Recovery
Estimates (REs) as indicated:

  -- $19.9 million class F to 'CCsf' from 'CCCsf', RE 0%;
  -- $15.4 million class G to 'Csf' from 'CCCsf', RE 0%;
  -- $17.7 million class H to 'Csf' from 'CCsf', RE 0%;
  -- $8.8 million class J to 'Csf' from 'CCsf', RE 0%.

Fitch affirms the following classes and revises the RE as
indicated:

  -- $17.7 million class E at 'CCCsf', RE 70%.

Fitch affirms the following classes as indicated:

  -- $28.5 million class A-3 at 'AAAsf', Outlook Stable;
  -- $86.5 million class A-AB at 'AAAsf', Outlook Stable;
  -- $1 billion class A-4 at 'AAAsf', Outlook Stable;
  -- $50 million class A-4FL at 'AAAsf', Outlook Stable;
  -- $150 million class A-J at 'Asf', Outlook Stable;
  -- $37.5 million class B at 'BBB-sf', Outlook Stable;
  -- $17.7 million class C at 'BBsf', Outlook Negative;
  -- $26.5 million class D at 'Bsf', Outlook Negative;
  -- $4.4 million class K at 'Csf', RE 0%;
  -- $6.6 million class L at 'Csf', RE 0%;
  -- $2.3 million class M at 'Dsf', RE 0%;
  -- $0 class N at 'Dsf', RE 0%;
  -- $0 class P at 'Dsf', RE 0%.

The class A-1 and A-2 certificates have paid in full.  Fitch does
not rate the class Q certificates. Fitch previously withdrew the
ratings on the interest-only class X-1 and X-2 certificates.


BLACK DIAMOND 2005-1: Moody's Raises 2 Note Ratings to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Black Diamond CLO 2005-1 Ltd.:

U.S.$75,000,000 Class B Floating Rate Notes Due June 20, 2017,
Upgraded to Aaa (sf); previously on September 15, 2011 Upgraded to
Aa1 (sf);

U.S.$70,000,000 Class C Floating Rate Notes Due June 20, 2017,
Upgraded to Aa3 (sf); previously on September 15, 2011 Upgraded to
A3 (sf);

U.S.$61,000,000 Class D-1 Floating Rate Notes Due June 20, 2017,
Upgraded to Ba1 (sf); previously on September 15, 2011 Upgraded to
Ba2 (sf);

U.S.$6,000,000 Class D-2 Fixed Rate Notes Due June 20, 2017,
Upgraded to Ba1 (sf); previously on September 15, 2011 Upgraded to
Ba2 (sf);

U.S.$12,000,000 Class I Combination Notes Due June 20, 2017
(Current Rated Balance of U.S.$1,713,710), Upgraded to Aa3 (sf);
previously on September 15, 2011 Upgraded to A3 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2011. Moody's notes that the Class
A-1 and Class A-1A Notes have been paid down by approximately 33%
and 41% or $142.4 million and $82.6 million, respectively, since
the last rating action. Based on the latest trustee report dated
March 7, 2012, the Class A/B, Class C, Class D and Class E ratios
are reported at 135.8%, 121.9%, 111.1% and 106.2%, respectively,
versus June 2011 levels of 128.2%, 117.4%, 108.6% and 104.5%,
respectively.

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 March 2012 trustee
report, reference securities that mature after the maturity date
of the notes currently make up approximately 16.2% of the
underlying reference portfolio. These investments potentially
expose the notes to market risk in the event of liquidation at the
time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $744.6 million,
defaulted par of $41.4 million, a weighted average default
probability of 19.66% (implying a WARF of 2910), a weighted
average recovery rate upon default of 50.91%, 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.

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

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

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

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

Moody's Adjusted WARF -- 20% (2328)

Class B: 0

Class C: +2

Class D-1: +1

Class D-2: +1

Class I Combination: +2

Moody's Adjusted WARF + 20% (3492)

Class B: 0

Class C: -2

Class D-1: -1

Class D-2: -1

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

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

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.


BLACK DIAMOND 2005-2: S&P Raises Ratings on 2 Note Classes to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, E-1, and E-2 notes from Black Diamond CLO 2005-2 Ltd., a
collateralized loan obligation (CLO) transaction managed by Black
Diamond Capital Management LLC. "At the same time, we affirmed our
ratings on the class A and D notes. Simultaneously, we removed
our ratings on the class B, C, D, E-1, and E-2 notes in this
review from CreditWatch, where we placed them with positive
implications on Feb. 10, 2012," S&P said.

"The transaction just passed the reinvestment period. We expect
the transaction to enter its amortization phase starting on the
July 2012 payment date. The rating actions reflect the improved
performance of the transaction's underlying asset portfolio since
our January 2010 rating actions. In particular, the amount of
defaulted assets has decreased significantly. Based on the March
26, 2012, trustee report, which we referenced for the rating
actions, the transaction held $32 million of defaulted assets,
compared with $80 million (more than double that number) in the
November 2009 trustee report. Additionally, the transaction
reported about 4% of 'CCC' rated assets in the March 2012 trustee
report, compared with more than 7% in the November 2009 report,"
S&P said.

"We note that the transaction has exposure to long-dated assets
(i.e., assets maturing after the stated maturity of the CLO). The
balance of long-dated assets represented $105 million (11% of the
asset pool) in March 2012. Our analysis accounted for the
potential market value and/or settlement related risk arising from
the potential liquidation of the remaining securities on the
transaction's legal final maturity date," S&P said.

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

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATING AND CREDITWATCH ACTIONS

Black Diamond CLO 2005-2 Ltd.
                         Rating
Class             To           From
B                 AA+ (sf)     AA (sf)/Watch Pos
C                 A+ (sf)      A (sf)/Watch Pos
D                 BB+ (sf)     BB+ (sf)/Watch Pos
E-1               B- (sf)      CCC- (sf)/Watch Pos
E-2               B- (sf)      CCC- (sf)/Watch Pos

RATING AFFIRMED

Black Diamond CLO 2005-2 Ltd.
Class             Rating
A                 AAA (sf)


CARNOW AUTO 2012-1: S&P Assigns 'BB' Rating on US$7.73MM D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 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 ratings reflect S&P's view of:

  * The availability of approximately 48.1%, 39.8%, 32.1%, and
    28.9% 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.

  * "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
    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

RATINGS ASSIGNED
CarNow Auto Receivables Trust 2012-1

Class       Rating       Type           Interest      Amount
                                        rate (%)    (mil. $)
A           AA (sf)      Senior             2.09     102.540
B           A (sf)       Subordinate        3.24      17.534
C           BBB (sf)     Subordinate        4.94      17.190
D           BB (sf)      Subordinate        6.90       7.736


CDC MORTGAGE: Moody's Lowers Rating on Class M-2 Tranche to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and confirmed the ratings of one tranche from two RMBS
transactions backed by Subprime loans issued by CDC Mortgage
Capital Trust.

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, 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.

Complete rating actions are as follows:

Issuer: CDC Mortgage Capital Trust 2003-HE2

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

Issuer: CDC Mortgage Capital Trust 2004-HE2

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

Cl. M-2, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283306

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


CEDARWOODS II: S&P Lowers Ratings on 2 Debt Classes to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from Cedarwoods CRE CDO II Ltd. (Cedarwoods II), a
commercial real estate collateralized debt obligation (CRE CDO)
transaction, and removed them from CreditWatch with negative
implications.

"The downgrades reflect our analysis of the transaction's
liability structure and the credit characteristics of the
underlying collateral using our global CDOs of pooled structured
finance assets criteria. We also considered the transaction's
exposure to underlying commercial mortgage-backed securities
(CMBS), CRE CDOs, and resecuritized real estate mortgage
investment conduit (re-REMIC) collateral that have experienced
negative rating actions. The downgraded collateral securities are
from 45 transactions and total $215.3 million (30.7% of the total
asset balance)," S&P said.

"The global CDOs of pooled structured finance assets criteria
include revisions to our assumptions on correlations, recovery
rates, and the collateral's default patterns and timings. The
criteria also include supplemental stress tests (largest obligor
default test and largest industry default test) in our analysis,"
S&P said.

According to the April 19, 2012, trustee report, the transaction's
collateral totaled $702.1 million, while the transaction's
liabilities, including capitalized interest, totaled $586.5
million. This is down from $600 million liabilities at issuance.
The transaction's current asset pool includes:

  * 166 CMBS tranches from 108 distinct transactions issued
    between 1997 and 2008 ($556.1 million, 79.2%);

  * 24 re-REMIC and CRE CDO tranches from 16 distinct transactions
   issued between 2002 and 2007 ($126.0 million, 17.9%); and

  * Five real estate investment trust (REIT) securities ($20.0
    million, 2.8%).

S&P's analysis of Cedarwoods II reflected exposure to the
certificates that Standard & Poor's has downgraded:

  * JPMorgan Chase Commercial Mortgage Securities Corp. 2006-LDP8
    (classes A-J, B, and C; $19.5 million, 2.8%);

  * Bear Stearns Commercial Mortgage Securities 2006-PWR14
    (classes B, D, and F; $18.4 million, 2.6%);

  * LB-UBS Commercial Mortgage Trust 2006-C6 (classes C, F, and H;
    $17.1 million, 2.4%);

  * Banc of America Commercial Mortgage 2007-5 (classes B, and D;
    $16.8 million, 2.4%); and

  * Merrill Lynch Mortgage Trust 2006-C2 (classes AJ and C; $16.3
    million, 2.3%).

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

"We first place the ratings on Cedarwoods II on CreditWatch
negative on Dec. 15, 2011, following our receipt of notices from
the trustee indicating an EOD, the intent to liquidate the
collateral, and a subsequent written objection and intent to file
an interpleader complaint. We updated the CreditWatch negative
placements on March 20, 2012, following our update to the criteria
and assumptions we use to rate CDO transactions backed by
structured finance assets. When we receive updated notices
surrounding the interpleader complaint, we will analyze the
information and take the appropriate rating actions," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

Cedarwoods CRE CDO II Ltd.
Collateralized debt obligations
                  Rating
Class     To                   From
A-1       B+ (sf)              AA- (sf)/Watch Neg
A-2       B- (sf)              BBB+ (sf)/Watch Neg
A-3       CCC+ (sf)            BBB- (sf)/Watch Neg
B         CCC+ (sf)            BB+ (sf)/Watch Neg
C         CCC+ (sf)            BB- (sf)/Watch Neg
D         CCC (sf)             B+ (sf)/Watch Neg
E         CCC- (sf)            B (sf)/Watch Neg
F         CCC- (sf)            CCC (sf)/Watch Neg


CENTERLINE FINANCIAL: S&P Lowers Rating on Senior Loan to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) on Centerline Financial LLC and its rating on
Centerline Financial's senior loan to 'BB' from 'BBB-'. "Our
outlook on the ICR is negative," S&P said.

Centerline Financial is a special-purpose vehicle that primarily
sells credit default swaps (CDS) that reference the internal rate
of return for various funds that invest in tax credits associated
with affordable multifamily housing properties.

"The rating actions reflect the multifamily housing properties'
deteriorating debt service coverage ratios (DSCRs), credit events
that occurred in December 2011 with respect to two properties in
the portfolio, our updated lifetime loss projection for Centerline
Financial's potential exposure associated with the multifamily
housing properties, the potential concentration risk from the
property developers, and the percentage of properties in the
stabilization phase. The outlook on the ICR is negative due to our
view of the uncertainty surrounding the affordable multifamily
housing tax credit market over the next two years due to current
stresses," S&P said.

"The portfolio's overall DSCR had improved since late 2010 but
then dropped again according to the fourth-quarter 2011 DSCR
report we received in April 2012. The percentage of properties in
the stabilization phase increased to 81% in February 2012 from 62%
in June 2010. The DSCR typically improves over time as more
properties enter the stabilization phase, but for Centerline the
DSCR is volatile," S&P said.

Centerline Financial's reported current capital totals
approximately $65.9 million, which it finances only through
equity. Centerline Financial also has a senior loan facility under
which it can draw up to $30 million. Currently, no amounts are
drawn under this senior loan facility, which has a 2037 scheduled
maturity.

Standard & Poor's will continue to review whether, in its view,
the ICR and senior loan rating remain consistent with the credit
enhancement available to support them and will 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


CENTEX HOME: Moody's Downgrades Ratings on Ten Tranches to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 43
tranches, upgraded the ratings of one tranche, and confirmed the
ratings of 23 tranches from 11 RMBS transactions backed by
Subprime loans issued by Centex Home Equity Loan Trust.

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, 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.

Complete rating actions are as follows:

Issuer: Centex Home Equity Loan Trust 2002-A

Cl. AF-4, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-5, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

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

Cl. MF-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. MF-2, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

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

Issuer: Centex Home Equity Loan Trust 2002-C

Cl. AF-5, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

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

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

Cl. M-2, Downgraded to Ca (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Cl. B-1, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Centex Home Equity Loan Trust 2002-D

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

Cl. AF-5, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. AF-6, Confirmed at Aa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-2, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Issuer: Centex Home Equity Loan Trust 2003-A

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

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

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

Cl. M-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Ca (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: Centex Home Equity Loan Trust 2003-B

Cl. AF-4, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

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

Cl. AF-6, Downgraded to Aa3 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: Centex Home Equity Loan Trust 2003-C

Cl. M-2, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Ca (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: Centex Home Equity Loan Trust 2004-A

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

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

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

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

Cl. M-2, Confirmed at B2 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to Ca (sf); previously on Apr 12, 2011
Downgraded to Caa3 (sf)

Issuer: Centex Home Equity Loan Trust 2004-B

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

Cl. AF-6, Confirmed at Aa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-2, Confirmed at B2 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. M-4, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-6, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: Centex Home Equity Loan Trust 2004-C

Cl. AF-4, Upgraded to Aa3 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

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

Cl. AF-6, Confirmed at Aa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-4, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-6, Downgraded to Ca (sf); previously on Mar 18, 2011
Downgraded to Caa3 (sf)

Issuer: CHEC Loan Trust 2004-1

Cl. A-3, Downgraded to Baa2 (sf); previously on Mar 18, 2011
Downgraded to A3 (sf)

Cl. M-1, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-8, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. M-9, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. B-1, Downgraded to C (sf); previously on Mar 18, 2011
Downgraded to Ca (sf)

Cl. B-2, Downgraded to C (sf); previously on Mar 18, 2011
Confirmed at Ca (sf)

Issuer: CHEC Loan Trust 2004-2

Cl. A-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to C (sf); previously on Mar 7, 2011
Downgraded to Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283307

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


CGCMT 2010-RR2: Moody's Cuts Rating on Cl. JP-A4B Certs. to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded one class and affirmed one
class of the Group II Certificates issued by CGCMT 2010-RR2 Trust,
Resecuritization Pass-Through Certificates, Series 2010-RR2. The
downgrades are due to the deterioration in the credit quality of
the Group II Underlying Security related to a rating action taken
on April 27, 2012. The affirmations are due to key transaction
parameters performing within levels commensurate with the existing
ratings levels. The rating action is the result of Moody's on-
going surveillance of commercial real estate collateralized debt
obligation (CRE CDO and ReRemic) transactions.

Cl. JP-A4A, Affirmed at Aa3 (sf); previously on Aug 13, 2010
Downgraded to Aa3 (sf)

Cl. JP-A4B, Downgraded to B2 (sf); previously on Aug 13, 2010
Downgraded to Ba3 (sf)

Ratings Rationale

CGCMT 2010-RR2 Trust, Resecuritization Pass-Through Certificates,
Series 2010-RR2 is a static Re-REMIC Pass Through Trust backed by
two commercial mortgage backed securities (CMBS) Certificates: the
Group I Certificates are backed by $47.6 million, or 4.0% of the
aggregate class principal balance, of the super senior Class A-3
issued by Credit Suisse Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C5 (the "Group I
Underlying Security"); and the Group II Certificates are backed by
$30.0 million, or 8.5% of the aggregate class principal balance,
of the super senior Class A-4 issued by J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2008-C2 (the "Group II Underlying
Security").

On April 27, 2012, Moody's downgraded certain classes of
certificates issued by J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2008-C2, including the Group II Underlying Security.

Since the ratings of the Certificates are linked to the rating of
the underlying CMBS securities which in turn are linked to the
performance of the underlying commercial mortgage pool's
performance, any rating action on the underlying certificates may
trigger a review of the ratings of the Certificates.

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 for managed deals.

Within the resecuritization, the weighted average life of the
Group II Underlying Security is 5.34 years assuming a 0%/0%
CDR/CPR. For delinquent loans (30+ days, REO, foreclosure,
bankrupt), Moody's assumes a fixed WARR of 40% while a fixed WARR
of 50% for current loans. Moody's also ran a sensitivity analysis
on the classes assuming a WARR of 40% for current loans. This
resulted in a 0 to 3 notches downward rating movement to
certificates.

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 methodological approach used in these ratings are as follows:
Moody's applied ratings-specific cash flow scenarios assuming
different loss timing, recovery and prepayment assumptions on the
underlying pool of mortgages that are the collateral for the
underlying CMBS transaction through Structured Finance
Workstation(R)(SFW), the cash flow model developed by Moody's Wall
Street Analytics. The analysis incorporates performance variances
across the different pools and the structural features of the
transaction including priorities of payment distribution among the
different tranches, tranche average life, current tranche balance
and future cash flows under expected and stressed scenarios. In
each scenario, cash flows and losses from the underlying
collateral were analyzed applying different stresses at each
rating level. The resulting ratings specific stressed cash flows
were then input into the structure of the resecuritization to
determine expected losses for each class. The expected losses were
then compared to the idealized expected loss for each class to
gauge the appropriateness of the existing rating. The stressed
assumptions considered, among other factors, the underlying
transaction's collateral attributes, past and current performance,
and Moody's current negative performance outlook for commercial
real estate.

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


CHASE COMM'L: Moody's Cuts Rating on Class X Securities to 'C'
--------------------------------------------------------------
Moody's Investors Service downgraded one and affirmed one class of
Chase Commercial Mortgage Securities Corp. 2000-2 as follows:

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

Cl. X, Downgraded to C (sf); previously on Feb 22, 2012 Downgraded
to Caa2 (sf)

Ratings Rationale

The rating of Class J reflects actual losses to the class which
have resulted from liquidated loans. It was affirmed at C.

The rating of the IO Class, Class X, was downgraded based on the
expected credit performance of its referenced classes.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011. Other methodologies
included "Moody's Approach to Rating Structured Finance Interest-
Only Securities" published in February 2012.

The only model used was the IO calculator v1.0, 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 IO calculator would provide both a Baa3 (sf)
and Ba1 (sf) IO indication for consideration by the rating
committee.

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

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
prior full review is summarized in a press release dated June 2,
2011.

Deal Performance

As of the April 15, 2012 distribution date the aggregate balance
has decreased by 99% to $1.2 million from $738.7 million at
securitization. The pool has realized an aggregate loss of $29.9
million. Class J has experienced an aggregate loss of 5.5 million.

Only one loan remains in the pool. It is a credit-tenant lease
(CTL) that is secured by a mortgage on a 10,200 square foot (SF)
retail property in Columbia, South Carolina that is solely leased
to CVS (Moody's senior unsecured rating of Baa2: stable outlook.)
At securitization, a lease enhancement insurance policy was issued
by Chubb Custom Insurance (Moody's insurance financial strength
rating -- Aa2; stable outlook) to mitigate condemnation and
casualty risk. The lease is not cancelable and payments are
sufficient to fully amortize the loan during the lease term. The
final principal distribution date is January 1, 2020.


CHATHAM LIGHT: S&P Raises Rating on Class E Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on all of
the rated notes from Chatham Light II CLO Ltd., a U.S.
collateralized loan obligation (CLO) transaction managed by
Sankaty Advisors LLC.

"The upgrades reflect principal paydowns and improved credit
performance we have observed in the underlying asset pool since
June 2011," S&P said.

This transaction is currently in its amortization phase. Since
April 15, 2011, the transaction has paid down the class A-1 notes
by $60.11 million to 83.25% of their original balance. The
paydowns increased the subordination levels and increased the
overcollateralization (O/C) ratios for the class A, B, C, and D
notes.

"The transaction has an interest diversion mechanism at the middle
of the payment waterfall that redeems the class D notes when only
class D O/C test is not satisfied. Since the class D O/C ratio
(110.67%) is higher than the threshold (102%), the most recent
trustee report noted that there was no paydown to the class D
notes on the most recent payment date," S&P said.

"The credit quality of the transaction's underlying asset
portfolio has improved since our June 2011 rating actions. This
has benefited the rated notes, and is evidenced by a decrease in
defaulted obligations. The amount of defaulted obligations in the
collateral pool has decreased by $1.8 million between April 2011
and April 2012," 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

Chatham Light II CLO Ltd.
                        Rating
Class              To           From
A-1                AAA (sf)     AA+ (sf)/Watch Pos
A-2                AA+ (sf)     AA (sf)/Watch Pos
C                  AA- (sf)     A (sf)/Watch Pos
D                  BBB+ (sf)    BBB- (sf)/Watch Pos
E                  BB+ (sf)     B+ (sf)/Watch Pos


COMM 2004-LNB4: S&P Lowers Rating on Class C Certificates to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from COMM
2004-LNB4, a U.S. commercial mortgage-backed securities (CMBS)
transaction. "In addition, we affirmed our 'AAA (sf)' ratings on
two other classes from the same transaction," S&P said.

"We downgraded classes B and C to reflect our review of the
interest shortfalls affecting the trust and, as a result, reduced
liquidity support available to the rated classes. As of the April
16, 2012, trustee remittance report, the trust experienced net
monthly interest shortfalls of $398,583, due primarily to interest
not advanced on three assets the master servicer has declared
nonrecoverable ($239,650), appraisal subordinate entitlement
reduction (ASER) amounts ($112,815), special servicing and workout
fees ($30,302), and interest rate reductions associated with loan
modifications ($27,073). The interest shortfalls affected all
classes subordinate to and including class C. We expect that the
interest shortfalls affecting class C will continue for an
extended period of time without repayment, and consequently we
lowered our rating on this class to 'D (sf)'," S&P said.

"We lowered our ratings on classes A-5 and A-1A to 'A+ (sf)' from
'AAA (sf)' to reflect the reduced liquidity support available to
these classes due to the recurring interest shortfalls and credit
support erosion we anticipate will occur upon the eventual
resolution of the specially serviced assets. In addition, using
our 'AAA' scenario loss and recovery application, we expect
the principal balance for these classes to remain outstanding for
a longer term, making them more susceptible to potential liquidity
interruptions," S&P said.

"We affirmed our 'AAA (sf)' rating on class A-4 to reflect the
application of our 'AAA' scenario losses and recoveries to the
transaction structure. Based on our analysis of current available
information from the master and special servicers, we expect the
principal balance for this class to remain outstanding for a
shorter term, decreasing its susceptibility to potential liquidity
interruption. We will continue to monitor the class' performance
and will take further rating action as we determine necessary,"
S&P said.

"We affirmed our 'AAA (sf)' rating on the class X-C interest-only
(IO) certificate based on our current criteria," S&P said.

                     CREDIT CONSIDERATIONS

"As of the April 16, 2012, trustee remittance report, 10 ($143.4
million, 18.4%) assets in the pool were with the special servicer,
CWCapital Asset Management LLC. The reported payment status of
these specially serviced assets is: five ($97.5 million, 12.5%)
are real estate-owned (REO); one ($5.1 million, 0.7%) is 90-plus-
days delinquent; three ($30.8 million, 4.0%) are matured balloon
loans; and one ($10.0 million, 1.3%) is current. Appraisal
reduction amounts (ARAs) totaling $52.6 million were in effect for
eight of the specially serviced assets," S&P said.

"The Metro I Building REO asset ($36.1 million, 4.7%), the fourth-
largest asset in the pool and the largest specially serviced
asset, is secured by a 310,282-sq.-ft. office property in
Hyattsville, Md. As of December 2011 report, the property is not
generating cash flow sufficient to cover its operating expenses.
Reported occupancy was 69.0% as of February 2012. The master
servicer declared this asset nonrecoverable. An ARA of $23.3
million is in effect against the asset. We anticipate a
significant loss upon the eventual resolution of the asset," S&P
said.

"The GMAC Building loan ($24.2 million, 3.1%), the seventh-largest
asset in the pool and the second-largest specially serviced asset,
is secured by a 532,012-sq.-ft. office property in Winston-Salem,
N.C. The loan was reported as a matured balloon loan. The special
servicer's indicated that is filed a receivership motion. As of
September 2011, reported DSC and occupancy were 3.78x and 100.0%,
respectively. We anticipate a minimal, if any, loss upon the
eventual resolution of the loan," S&P said.

"The Lakeshore Apartments REO asset ($18.8 million, 2.4%), the
10th-largest asset in the pool and the third-largest specially
serviced asset, is secured by a 652-unit multifamily property in
Clarkston, Ga. Reported DSC was 0.81x as of December 2010, and
reported occupancy was 72.4% as of October 2011. An ARA of $11.1
million is in effect against the asset. We anticipate a
significant loss upon the eventual resolution of the asset," S&P
said.

"The seven remaining specially serviced assets have individual
balances that represent less than 2.4% of the total pool balance.
ARAs totaling $18.3 million are in effect against six of the
assets. The master servicer declared two of the remaining seven
assets nonrecoverable. We estimated losses for all of the
remaining assets and calculated a weighted average loss severity
of 33.3%," S&P said.

"According to the master servicer, two loans totaling $14.4
million (1.8%) were previously with the special servicer and have
since been returned to the master servicer. Pursuant to the
transaction documents, if the loans perform and remain with the
master servicer, the special servicer is entitled to a workout fee
that is 1% of all future principal and interest payments,
including the balloon maturity payments. Both loans are scheduled
to mature in October 2013," S&P said.

                          TRANSACTION SUMMARY

As of the April 16, 2012, trustee remittance report, the
transaction had a trust balance of $777.4 million, down from $1.22
billion at issuance. The pool currently includes 85 loans and five
REO assets. Four ($39.6 million, 5.1%) loans are defeased. The
master servicer, Berkadia Commercial Mortgage LLC, provided
financial information for 94.6% of the nondefeased pool balance,
the majority of which reflected full-year 2010 or full-year 2011
data.

"We calculated a weighted average DSC of 1.43x for the pool based
on the reported figures. Our adjusted DSC and LTV ratio were 1.45x
and 83.4%, which exclude the transaction's 10 ($143.4 million,
18.4%) specially serviced assets and four ($39.6 million, 5.1%)
defeased loans. We separately estimated losses for the excluded
specially serviced assets. To date, the trust has experienced
$31.2 million in principal losses related to eight assets. Fifteen
loans ($143.3 million, 18.4%), including three ($84.1 million,
10.8%) of the top 10 assets in the pool, are on the master
servicer's watchlist. Twenty-four ($205.2 million, 26.4%) assets
have a reported DSC under 1.10x, 15 ($164.5 million, 21.2%) of
which have a reported DSC under 1.00x," S&P said.

         SUMMARY OF TOP 10 ASSETS SECURED BY REAL ESTATE

"The top 10 assets secured by real estate have an aggregate
outstanding trust balance of $356.9 million (45.9%). Using
servicer-reported numbers, we calculated a weighted average DSC of
1.45x for the top 10 assets. Our adjusted DSC and LTV ratio for
the top 10 assets were 1.40x and 83.2%. Three ($84.1 million,
10.8%) of the top 10 assets in the pool are on the master
servicer's watchlist," S&P said.

"The 280 Trumbull Street loan ($31.2 million, 4.0%), the fifth-
largest asset in the pool, appears on the master servicer's
watchlist due to low reported DSC, which was 0.85x as of December
2011. The loan is secured by a 664,479-sq.-ft. office property in
Hartford, Conn. Reported occupancy was 70.0% as of November 2011,"
S&P said.

"The Deer Creek Apartments loan ($31.2 million, 4.0%), the sixth-
largest asset in the pool, appears on the master servicer's
watchlist for casualty/condemnation concerns related to damage the
collateral property suffered during a windstorm. The loan is
secured by a 404-unit multifamily property in Overland Park, Kan.
As of December 2011, reported DSC and occupancy were 1.37x and
96.5%," S&P said.

"The Campus Pointe Apartments loan ($21.6 million, 2.8%), the
ninth-largest asset in the pool, appears on the master servicer's
watchlist due to low reported DSC, which was 0.95x as of December
2011. The loan is secured by a 300-unit multifamily property in
Auburn, Ala. The reported occupancy was 84.0% as of December
2011," S&P said.

"Standard & Poor's stressed the assets in the pool according to
its current criteria, and the analysis is consistent with the
lowered and affirmed ratings. We will continue to monitor the
transaction and will take further rating action as we determine
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 LOWERED

COMM 2004-LNB4
Commercial mortgage pass-through certificates
             Rating
Class  To              From          Credit enhancement (%)
A-5    A+ (sf)         AAA (sf)                       15.83
A-1A   A+ (sf)         AAA (sf)                       15.83
B      CCC- (sf)       CCC+ (sf)                      12.68
C      D (sf)          CCC- (sf)                      11.31

RATINGS AFFIRMED

COMM 2004-LNB4
Commercial mortgage pass-through certificates

Class    Rating                Credit enhancement (%)
A-4      AAA (sf)                               15.83
X-C      AAA (sf)                                 N/A

N/A-Not applicable.


COMM 2007-FL14: Moody's Affirms 'Caa3' Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 CMBS classes
including 15 pooled classes and three non-pooled, or rake, classes
of COMM 2007-FL14 Commercial Pass-Through Certificates, Series
2007-FL14 as follows:

Cl. A-J, Affirmed at A1 (sf); previously on Aug 25, 2011
Downgraded to A1 (sf)

Cl. B, Affirmed at A3 (sf); previously on Aug 25, 2011 Downgraded
to A3 (sf)

Cl. C, Affirmed at Baa2 (sf); previously on Aug 25, 2011
Downgraded to Baa2 (sf)

Cl. D, Affirmed at Ba1 (sf); previously on Aug 25, 2011 Downgraded
to Ba1 (sf)

Cl. E, Affirmed at Ba3 (sf); previously on Aug 25, 2011 Downgraded
to Ba3 (sf)

Cl. F, Affirmed at B2 (sf); previously on Aug 25, 2011 Downgraded
to B2 (sf)

Cl. G, Affirmed at B3 (sf); previously on Aug 25, 2011 Downgraded
to B3 (sf)

Cl. H, Affirmed at Caa1 (sf); previously on Aug 25, 2011
Downgraded to Caa1 (sf)

Cl. J, Affirmed at Caa2 (sf); previously on Aug 25, 2011
Downgraded to Caa2 (sf)

Cl. K, Affirmed at Caa3 (sf); previously on Aug 25, 2011
Downgraded to Caa3 (sf)

Cl. X-2, Affirmed at Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. X-3-DB, Affirmed at Caa1 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Cl. X-3-SG, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. X-5-DB, Affirmed at Caa1 (sf); previously on Feb 22, 2012
Downgraded to Caa1 (sf)

Cl. X-5-SG, Affirmed at Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. GLB1, Affirmed at B1 (sf); previously on Dec 9, 2010
Downgraded to B1 (sf)

Cl. GLB2, Affirmed at B2 (sf); previously on Dec 9, 2010
Downgraded to B2 (sf)

Cl. GLB4, Affirmed at Caa1 (sf); previously on Dec 9, 2010
Downgraded to Caa1 (sf)

Ratings Rationale

The affirmation were based on the structural and legal integrity
of the transaction, along with 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 August 25, 2011.

Deal Performance

As of the April 16, 2012 Distribution Date, the transaction's
aggregate certificate balance has decreased by approximately 80%
to $490.7 million from $2.5 billion at securitization due to the
pay off of nine loans originally in the pool. The certificates are
collateralized by three mortgage loans ranging in size from 7% to
78%. All three loans are currently in special servicing.

Moody's weighted average pooled loan to value (LTV) ratio is 85%,
compared to 84% at last review. Moody's stressed debt service
coverage (DSCR) is 1.18X, compared to 1.24X at last review.

The trust has incurred $31,208 in cumulative losses affecting
Class K, and $1,291 in interest shortfalls also affecting class K.

The MSREF/Glenborough Portfolio Loan ($327.2 million -- 78% of the
pooled balance) is secured by 16 class A and B office properties
with a total of 2.9 million square feet located in five states,
California, Virginia, Colorado, Nevada and Florida. The properties
range in size from 79,690 square feet to 313,337 square feet with
an average size of 179,096 square feet. Since securitization four
properties totaling 432,388 square feet were released from the
loan collateral. The $509.0 million whole loan includes non-pooled
trust debt of $71.8 million (certificate Classes GLB1, GLB2, GLB3
and GLB4) and a $110.0 million non-trust junior component. The
trust debt has paid down by 8% since securitization due to the
payment of collateral release premiums and a cash collateral pay
down of the loan. There is also approximately $100 million in
mezzanine debt. As of March 2012 the portfolio was approximately
86% leased, compared to 87% at last review. The loan was
transferred into special servicing on 12/9/11 due to maturity
default. The recent modification agreement provides for a two-year
extension of the maturity date to 12/9/13 with the option to
extend for one additional year to 12/9/2014. The borrower will be
required to pay down the loan balance by $25.0 million in order to
exercise the final one-year extension option. Additionally, the
mezzanine lender has forgiven $225 million of mezzanine debt. As
of the 4/16/12 Payment Date outstanding principal and interest
advances for the trust debt totaled $1.1 million. The loan is
pending return to the master servicer. Moody's LTV for the pooled
debt is 80%, compared to 88% at last review. Moody's credit
estimate is Ba3, the same as last review.

The New Jersey Office Portfolio Loan ($62.8 million -- 15%) is
secured by six multi-tenanted office buildings and one exhibition
center totaling 1.2 million square feet located in Franklin
Township, New Jersey. As of 3/1/12 the portfolio was 61% leased.
The loan was transferred into special servicing in January 2011
due to maturity default. The special servicer has recently taken
title to the property via a deed-in-lieu of foreclosure. The $82.0
million whole loan includes a $19.1 million non-trust junior
component. Moody's LTV is 99%. Moody's credit estimate is Caa2,
the same as last review.

The Rose Orchard Technology Park Loan ($29.0 million -- 7%) is
secured by a 310,233 square foot five-building office/R&D property
located in San Jose, California. In December 2010 Harris Stratex
Networks vacated 133,173 square feet when its lease expired. The
space has not yet been re-leased and the property was 64% vacant
as of 2/29/2012. The loan was transferred into special servicing
1/12/2012 due to monetary maturity default. A hard cash lock box
is in place and all cash flow is being trapped. The special
servicer is reviewing the borrower's loan restructure proposal.
The $49.7 million whole loan includes a $20.7 million non-trust
junior component. Moody's LTV is over 100%. Moody's credit
estimate is Caa3, the same as last review.


CREDIT SUISSE 2000-C1: S&P Cuts Ratings on 2 Cert. Classes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2000-C1, a U.S. commercial mortgage-backed securities (CMBS)
transaction.

"The downgrades reflect our review of the continued interest
shortfalls affecting the trust, reduced liquidity support
available to the trust, and credit support erosion that we
anticipate will occur upon the eventual resolution of the two
loans ($25.4 million, 52.7%) that are currently with the special
servicer, LNR Partners LLC (LNR)," S&P said.

"We lowered our ratings on the class J and K certificates to 'D
(sf)' because we expect the accumulated interest shortfalls to
remain outstanding for an extended period of time. Classes J and K
had accumulated interest shortfalls outstanding for five months.
We lowered our rating on the class H certificate due to the
reduced liquidity support available to this class due to recurring
interest shortfalls," S&P said.

"According to the April 17, 2012, trustee remittance report,
current interest shortfalls totaled $115,318. The interest
shortfalls are primarily due to $99,873 in appraisal subordinate
entitlement reduction (ASER) amounts related to one loan ($20.3
million, 42.1%), $10,622 due to rate modifications, and $5,488 in
special servicing fees. A total of $966 in overcollateralization
and master servicing fee adjustments offset interest shortfalls in
April. Additionally, the master servicer, Berkadia Commercial
Mortgage LLC, reported a $16.4 million appraisal reduction amount
for the Amazon.com Tower loan ($20.3 million, 42.1%), which is
with the special servicer," S&P said.

"We believe that the transaction's pace of loan maturity payoffs
and liquidations will influence how long accumulated interest
shortfalls remain outstanding and the extent to which interest
shortfalls affect the outstanding certificates. We may take
further downgrade actions if interest shortfalls continue and/or
increase due to additional trust expenses and timing of loan
payoffs and liquidation of specially serviced loans," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2000-C1
                            Credit          Reported
          Rating       enhancement  interest shortfalls ($)
Class  To         From         (%)   Current  Accumulated
H      B- (sf)    BB+ (sf)   50.71   (14,491)          0
J      D (sf)     B (sf)     30.43    40,040     231,356
K      D (sf)     CCC- (sf)   7.46    67,756     338,781


CREDIT SUISSE 2003-CPN1: Moody's Cuts Rating on H Securities to C
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of five classes and
downgraded five classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-CPN1. Three classes remain on review for possible
downgrade. Moody's rating action is as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 13, 2003
Definitive Rating Assigned Aaa (sf)

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

Cl. C, Aaa (sf) Placed Under Review for Possible Downgrade;
previously on Apr 15, 2010 Confirmed at Aaa (sf)

Cl. D, Downgraded to Baa3 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Aa2 (sf) Placed Under Review
for Possible Downgrade

Cl. E, Downgraded to B1 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 27, 2012 Downgraded to Baa1 (sf) and
Placed Under Review for Possible Downgrade

Cl. F, Downgraded to Caa1 (sf); previously on Jan 27, 2012
Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade

Cl. G, Downgraded to Caa3 (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 Caa3 (sf)
Placed Under Review for Possible Downgrade

Cl. J, Affirmed at C (sf); previously on Mar 2, 2011 Downgraded to
C (sf)

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

Cl. A-Y, Affirmed at Aaa (sf); previously on Mar 13, 2003
Definitive Rating Assigned Aaa (sf)

Ratings Rationale

The downgrades are due to a higher than anticipated principal
forgiveness for the Northgate Mall Loan ($19 million -- 3.2% of
the pool) and an imminent spike in interest shortfalls due to the
recovery of outstanding servicer advances on the Northgate Mall
Loan. Three of the downgraded classes remain on review while
Moody's analyzes the servicer's advance recovery strategy and
estimates the potential magnitude and duration of interest
shortfalls.

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

Moody's rating action reflects a cumulative base expected loss of
7.1% of the current pooled balance as compared to 11.7% at last
review. Moody's base expected loss plus realized losses is now
11.3% of the original pooled balance compared to 10.1% at last
review. Moody's provides a current list of base expected losses
for conduit and fusion CMBS transactions on moodys.com at:

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

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

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 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 27 compared to 22 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 January 27, 2012.

DEAL PERFORMANCE

As of the April 17, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 40% to $606 million
from $1.0 billion at securitization. The Certificates are
collateralized by 135 mortgage loans ranging in size from less
than 1% to 8% of the pool, with the top ten loans representing 38%
of the pool. The pool contains 58 loans, representing 10% of the
pool, that are secured by residential cooperative properties,
primarily located in New York City. Eight of the co-op loans have
defeased. The co-op loans have a Aaa credit estimate, the same as
last review. In total 23 loans, representing 24% of the pool, have
defeased and are collateralized by U.S. Government securities.

In total 25 loans, representing 16% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Five loans have been liquidated since securitization at a 60%
average severity. The Northgate Mall loan and one other loan were
modified with principal forgiveness. As a result of liquidations
and modifications, the certificates have experienced an aggregate
$71 million realized loss. Six loans, representing 11% of the
pool, are currently in special servicing. The largest specially
serviced loan is the Michigan Equities C Portfolio Loan ($26
million -- 4.3% of the pool), which is secured by 16 properties in
Okemos and Lansing, Michigan. The portfolio was 64% leased at 2011
year end. The note is currently being marketed for sale, although
foreclosure is still a possible resolution strategy. The servicer
has recognized a $15 million appraisal reduction for the
portfolio, which is similar to Moody's loss estimate.

The second largest loan in special servicing is the Northgate Mall
Loan, which had been the largest loan in the pool at
securitization. The loan has been in special servicing since
August 2009 due to significant declines in performance. In
September 2011 the Tabani Group (Tabani) was under contract to
purchase Northgate Mall for $31.5 million. However, subsequent to
Moody's previous rating action, Tabani backed out of the initial
agreement and recently purchased the property for $21.5 million.
Tabani also purchased a vacant 150,000 square foot space from
Dillard's for $2.5 million. Dillard's, J.C. Penney and Northgate
Cinema have all vacated the property since securitization, which
triggered numerous co-tenancy clauses and led to the substantial
decline in performance. Tabani intends to convert the Dillard's
space into multitenant space. Tabani also intends to redevelop the
mall, which will include some outdoor shopping space. A Cheddar's
restaurant will move into the old movie theatre space. Several
national retailers, including Designer Shoe Warehouse (DSW),
apparel retailer Rainbow and a national gym operator have
expressed interest in leasing space at the property.

The $21.5 million purchase price came with 89% assumable
financing. The loan's principal was reduced by almost $53 million,
which wiped out many of the subordinate classes. When Moody's
placed classed D-H on review for possible downgrade in January
2012 the deal's interest shortfalls were up to Class E, while they
are currently contained to class H. However, the Northgate Mall
Loan still has $2.3 million of outstanding advances, which Midland
Loan Services, the deal's master servicer, will look to recover
from the transaction's cash waterfall. Consequently, there will be
a spike in interest shortfalls as advances are recovered. Since
many of the subordinate classes were wiped out from the principal
forgiveness for the Northgate Mall loan, the interest shortfalls
are expected to affect classes that had previously been assigned
high investment grade ratings. Midland has indicated a willingness
to spread out its recoveries in an attempt to alleviate interest
payment disruption to senior bondholders. However, Midland is
limited in how long it can extend the recovery timeframe because
loans representing over 95% of the current outstanding balance
mature in the next twelve months.

The remaining four specially serviced loans are secured by
multifamily and retail properties. The servicer has recognized an
aggregate $43 million appraisal reduction for all six specially
serviced loans, while Moody's has estimated a $34 million loss for
five of the six specially serviced loans (53% average expected
loss).

Moody's has assumed a high default probability for six poorly
performing loans representing 4% of the pool and has estimated a
$4 million loss (15% expected loss based on a 30% probability
default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 84% and 65% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans as well as loans with credit
estimates. Moody's weighted average conduit LTV is 78%, which is
the same as 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 9.3%.

Moody's actual and stressed conduit DSCRs remained unchanged from
last review at 1.49X and 1.37X, respectively. Moody's actual DSCR
is based on Moody's net cash flow (NCF) and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three conduit loans represent only 11% of the pool. Each
of these loans mature within the next nine months. Based on the
performance of the properties supporting these loans, Moody's
anticipates the top three conduit loans will be able to refinance
at maturity.


CREDIT SUISSE 2003-CPN1: S&P Lowers Rating on Class F to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2003-CPN1, a U.S. commercial mortgage-backed securities (CMBS)
transaction, and placed them on CreditWatch with negative
implications. "In addition, we placed our ratings on four
additional classes from the same transaction on CreditWatch with
negative implications," S&P said.

"Our downgrades and negative CreditWatch placements reflect net
interest shortfalls to the trust, which totaled $260,045,
primarily due to special servicing fees and interest on advances.
Our rating actions also considered $2.3 million of total
outstanding advances that we believe the master servicer is likely
to recover in the near future. These advances are related to the
Northgate Mall loan modification. As of the April 17, 2012,
trustee remittance report, the Northgate Mall loan was modified,
reducing the unpaid principal balance to $19.1 million from $72.9
million and causing a $52.5 million loss to the trust. The master
servicer, Midland Loan Services (Midland), indicated its intention
to recover the $2.3 million of total advances outstanding over the
next several months, which we believe will cause the trust to
experience interest shortfalls over an extended period of time.
Midland has also communicated to us that the recovery of its
advances will result in interest shortfalls to the trust up to at
least the class D certificates. As a result, we lowered three
ratings and placed seven ratings on CreditWatch with negative
implications to reflect the current and potential interest
shortfalls that we believe will affect the trust in the
foreseeable future," S&P said.

"As of the April 17, 2012, trustee remittance report, the trust
experienced net interest shortfalls totaling $260,405, primarily
due to special servicing fees ($26,322) and interest paid on
outstanding advances ($103,558). The reported monthly interest
shortfalls affected all of the classes subordinate to and
including class J," S&P said.

"We downgraded the class D, E, and F certificates to reflect
reduced liquidity support available to these classes and our
expectation that these classes will experience interest shortfalls
due to Midland's recovery of advances. The CreditWatch placements
reflect the potential interest shortfalls in the near future," S&P
said.

"The CreditWatch placements reflect our opinion that interest
shortfalls are likely to continue for an extended period of time
and have the potential to increase significantly due to the $2.3
million in advances left to be reimbursed subsequent to the
modification of the Northgate Mall loan ($19.1 million, 3.2%). The
loan modification terms included, but were not limited to, a
principal write-down of $52.5 million and a 27-month extension of
the loan term. As a result, Midland withheld $3.48 million of
advances according to the April 2012 remittance statement and
intends to further recoup $2.3 million in advances from
distributable interest over an extended period of time," S&P said.

"As of the April 17, 2012, remittance report, the transaction
collateral comprised 135 commercial real estate assets, including
six ($65.8 million, 10.9%) that are with the special servicer. The
reported payment status of the specially serviced assets is: five
loans ($46.7 million, 7.7%) are 90-plus-days delinquent and one
loan ($19.1 million, 3.2%) is current," S&P said.

"Standard & Poor's will resolve the CreditWatch negative
placements as more information concerning the recovery of advances
becomes available and after we review the credit characteristics
of the remaining loans in the pool," 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 AND PLACED ON CREDITWATCH NEGATIVE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CPN1

                                     Credit      Reported
             Rating            enhancement    intst shtfls ($)
Class   To                  From        (%)     Crnt    Accum.
D       BB- (sf)/Watch Neg  BBB- (sf)   9.87    0          0
E       CCC+ (sf)/Watch Neg BB+ (sf)    8.21    0          0
F       CCC- (sf)/Watch Neg B+ (sf)     6.55    0          0

RATINGS PLACED ON CREDITWATCH NEGATIVE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CPN1

                                     Credit    Reported
                 Rating           enhancement intst shtfls ($)
Class    To                  From       (%)    Crnt    Accum.
A-2      AAA (sf)/Watch Neg  AAA (sf)  21.50   0          0
B        AA+ (sf)/Watch Neg  AA+ (sf)  16.52   0          0
C        AA (sf)/Watch Neg   AA (sf)   14.86   0          0
G        CCC- (sf)/Watch Neg CCC- (sf)  3.64  (64,566)    0


CRF 19: S&P Places 'CCC-' Rating on Class E Notes on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CRF 19
LLC's class B, C, D, and E notes on CreditWatch with negative
implications.

"The CreditWatch placements reflect rising delinquency and
increasing cumulative net loss rates we have observed within the
transaction's underlying asset portfolio," S&P said.

"CRF 19 LLC is an asset-backed securities (ABS) transaction that
is collateralized primarily by a pool of small business
development loans that are not insured or guaranteed by any
governmental agency. These loans are generally secured by owner-
occupied, multipurpose commercial real estate. Approximately 80%
of these loans are second liens. The credit support for each class
of rated notes is provided by a combination of subordination, an
interest reserve account in the amount of three-months interest on
the offered notes (reduced as the offered note principal is paid),
and excess spread," S&P said.

"Between April 2011 and March 2012, the total delinquency (as a
percentage of the then-current pool balance) rate increased to
27.82% from 24.43%; the 90-plus-day delinquency (as a percentage
of the then-current pool balance) rate increased to 27.18% from
21.98%; and the cumulative net loss (as a percentage of the
original pool balance) rate increased to 5.75% from 4.13%," S&P
said.

"As of March 31, 2012, CRF 19's loan pool had a pool factor of
64.86%; the class A-1 notes had been fully paid off; the class A-2
notes had a remaining balance of approximately $5.77 million,
which was approximately 63% of its original balance; and the class
A-3, B, C, D, E, F, and G notes had not received any principal
payments. The class B through F notes allow for interest to be
deferred if available funds are insufficient to pay the current
interest. A cumulative loss rate event has been triggered for the
class C, D, E, F, and G notes because the cumulative loss rate
exceeded the thresholds for these notes, as set in the transaction
documents for the related payment periods. As a result, per the
transaction documents, the transaction is deferring interest
payments to the class C through G notes, and the deferred
interest will be carried forward," S&P said.

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

           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 ACTIONS

CRF 19 LLC
                        Rating
Class         To                   From
B             A (sf)/Watch Neg     A (sf)
C             BBB (sf)/Watch Neg   BBB (sf)
D             B- (sf)/Watch Neg    B- (sf)
E             CCC- (sf)/Watch Neg  CCC- (sf)


CSAM FUNDING: Moody's Raises Rating on Class C Notes from 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by CSAM Funding III:

U.S. $26,250,000 Class A-2 Fixed Rate Notes Due 2015, Upgraded to
Aaa (sf); previously on July 15, 2011 Upgraded to Aa2 (sf);

U.S. $20,850,000 Class B Fixed Rate Notes Due 2015, Upgraded to
Aa2 (sf); previously on July 15, 2011 Upgraded to Baa1 (sf);

U.S. $18,900,000 Class C Floating Rate Notes Due 2015, Upgraded to
Baa3 (sf); previously on July 15, 2011 Upgraded to Ba2 (sf);

U.S. $3,000,000 Class J Blended Securities, Due 2015 (current
rated balance of $1,323,210), Upgraded to A2 (sf), previously on
July 15, 2011 Confirmed at Baa2 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging and an increase in the
transaction's overcollateralization ratios. Moody's notes that the
Class A-1 Notes have been paid down approximately 40% or $98.5
million since the rating action in July 2011. As a result of the
deleveraging, the overcollateralization ratios have increased
since the last rating action. Based on the latest trustee report
dated April 6, 2012, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 144.66%, 129%,
117.48%, and 114.24%, respectively, versus May 2011 levels of
130.22%, 120.9%, 113.53% and 111.38%, respectively.

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 April 2012 trustee
report, reference securities that mature after the maturity date
of the notes have increased to $84 million or 32.7% of the
underlying reference portfolio from $71 million in May 2011. 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 $245 million,
defaulted par of $13 million, a weighted average default
probability of 12.0% (implying a WARF of 2496), a weighted average
recovery rate upon default of 48.8%, and a diversity score of 44.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

CSAM Funding III, issued in July 2003, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

Moody's Adjusted WARF - 20% (1996)

Class A-1: 0
Class A-2: 0
Class B: +1
Class C: +2
Class J: +3

Moody's Adjusted WARF + 20% (2995)

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

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

Sources of additional performance uncertainties are described
below:

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

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

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 selling 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.


DEL MAR CLO I: S&P Raises Class E Note Rating to 'CCC+'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, A-3, B, C, and E notes from Del Mar CLO I Ltd. and
removed the ratings on the class B, C, and E notes from
CreditWatch with positive implications. "At the same time, we
affirmed our rating on the class D notes and removed it from
CreditWatch with positive implications. Del Mar CLO I Ltd. is a
collateralized loan obligation (CLO) transaction managed by
Caywood-Scholl Capital Management," S&P said.

"The transaction entered its amortization phase in July 2011.
Since then, the class A-1 notes have paid down $4.1 million, the
A-2 notes have paid down $13,682, and the A-3 notes have paid down
$9.9 million. We note a significant decrease in the amount of
defaulted obligations and 'CCC' rated obligations over the same
period. As a result, the class A/B, C, D, and E par value ratios
have increased. The upgrades reflect the pay down of the notes, as
well as the improved credit quality of the transaction's
underlying asset portfolio, which has benefited the rated notes,"
S&P said.

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

"The application of the largest obligor test, a supplemental
stress test we introduced as part of our corporate CDO criteria
update, drove our rating on the class E notes," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATING ACTIONS

Del Mar CLO I Ltd.
                       Rating
Class               To           From
A-1                 AAA (sf)     AA+ (sf)
A-2                 AAA (sf)     AA+ (sf)
A-3                 AAA (sf)     AA+ (sf)
B                   AA+ (sf)     AA- (sf)/Watch Pos
C                   A+ (sf)      A- (sf)/Watch Pos
D                   BB+ (sf)     BB+ (sf)/Watch Pos
E                   CCC+ (sf)    CCC- (sf)/Watch Pos


DIVERSIFIED ASSET: Fitch Affirms 'Csf' Rating on US$28.01MM Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed four classes of notes issued by
Diversified Asset Securitization Holdings III, L.P./Corp. (DASH
III) as follows:

  -- $14,284,796 class A-1L notes at 'BBBsf'; Outlook Stable;
  -- $4,650,864 class A-2 notes at 'BBBsf'; Outlook Stable;
  -- $30,000,000 class A-3L notes at 'CCsf';
  -- $28,018,714 class B-1L notes at 'Csf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs', for
the class A-1L and A-2 notes.  Fitch also considered additional
qualitative factors in its analysis, as described below.

Since Fitch's last rating action in May 2011, the credit quality
of the collateral has marginally deteriorated with approximately
15.4% of the portfolio downgraded a weighted average of 2.7
notches and 3.6% upgraded a weighted average of three notches.
Approximately 74.8% of the current portfolio has a Fitch derived
rating below investment grade, and 63.7% has a rating in the 'CCC'
rating category or lower, compared to 63.2% and 49.3%
respectively, at last review. These percentage increases are
mainly driven by the portfolio balance declining, rather than
credit rating migration.

The affirmations of the class A-1L and A-2 notes are due to the
amortization of the notes increasing credit enhancement to offset
the deterioration of the underlying portfolio.  The class A-1L and
A-2 notes have amortized approximately $12.8 million, or 40.4% of
its previous outstanding balance, through the use of principal
proceeds and excess spread.  The interest rate swap in the
transaction expired in July 2011, which has increased the amount
of excess spread available to pay down the notes.  However, the
risk of adverse selection remains a concern as the portfolio
becomes more concentrated.  The bar-belled nature of the
portfolio's credit quality also presents a potential for the
senior classes to be exposed to below investment grade assets.

The Rating Outlook remains Stable on the class A-1L and A-2 notes
to reflect Fitch's view that the performance of the underlying
portfolio will remain relatively stable over the next one to two
years.  Fitch does not assign Outlooks to tranches rated 'CCC' and
below.

Breakeven levels for the class A-3L and class B-1L notes indicate
ratings below SF PCM's 'CCC' default level, the lowest level of
defaults projected by SF PCM.  For these classes, Fitch compared
their respective credit enhancement (CE) levels to expected losses
from the distressed and defaulted assets in the portfolio (rated
'CCsf' or lower).  This comparison indicates default continues to
appear probable for the class A-3L notes, and inevitable for the
class B-1L notes.  Therefore both classes are affirmed at their
current ratings.

DASH III is a cash flow collateralized debt obligation (CDO) that
closed on June 28, 2001.  The portfolio was originally selected by
Asset Allocation & Management, LLC and management changed to TCW
Asset Management Co. in October 2002.  The portfolio is comprised
of 50.8% residential mortgage-backed securities, 28.4% commercial
asset-backed securities, 19.6% commercial mortgage-backed
securities and 1.2% commercial real estate investment trusts from
1997 through 2004 vintage transactions.


DOMINOS PIZZA: S&P Withdraws 'BB' Rating on Class M-1 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-2 and M-1 notes on Dominos Pizza Master Issuer LLC's
series 2007-1. The notes are collateralized by franchise royalty
and license payments, franchise intellectual property, other
licensing payments, and various accounts.

The rating withdrawals follow the complete redemption of the notes
on March 23, 2012.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATINGS WITHDRAWN

Dominos Pizza Master Issuer LLC
Series 2007-1
                     Rating
Class             To        From
A-2               NR        BBB- (sf)
M-1               NR        BB (sf)

NR-Not rated.


ECP CLO 2012-3: S&P Assigns 'BB' Rating on US$24MM Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to ECP CLO
2012-3 Ltd./ECP CLO 2012-3 LLC's $411.75 million floating-rate
notes.

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

The ratings reflect S&P's assessment of:

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

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

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

  * The diversified collateral portfolio, which primarily
    comprises 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 0.34%-13.84%," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED
ECP CLO 2012-3 Ltd./ECP CLO 2012-3 LLC

Class                 Rating    Amount (mil. $)
A-1                   AAA (sf)           300.00
A-2                   AA (sf)             18.00
B (deferrable)        A (sf)              48.00
C (deferrable)        BBB (sf)            21.00
D (deferrable)        BB (sf)             24.75
Subordinated notes    NR                  50.69

NR-Not rated.


EQUITY ONE: Moody's Lowers Rating on M-2 Tranche to 'C (sf)'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 44
tranches, and confirmed the ratings of 1 tranche from 15 RMBS
transactions, backed by Subprime loans, issued by Equity One.

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, 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).

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: Equity One ABS, Inc. 1998-1

A-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa1 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 Caa1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

A-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa1 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 Caa1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: Equity One Mortgage Pass-Through Trust 1999-1

A-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa1 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 Caa1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: Equity One Mortgage Pass-Through Trust 2001-3

AV-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 B3 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

AF-4, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 B3 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: Equity One Mortgage Pass-Through Trust 2002-1

Cl. AV-1, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa
(sf) Remained On Review for Possible Downgrade

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

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

Issuer: Equity One Mortgage Pass-Through Trust 2002-2

Cl. AF-4, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on Jan 31,
2012 B3 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: Equity One Mortgage Pass-Through Trust 2002-3

Cl. AV-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. M-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. M-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ca (sf); previously on Mar 7, 2011
Downgraded to Caa3 (sf)

Issuer: Equity One Mortgage Pass-Through Trust 2002-4

Cl. AV-1A, Downgraded to Aa3 (sf) and Remains On Review for
Possible Downgrade; previously on Jan 31, 2012 Aa2 (sf) Placed
Under Review for Possible Downgrade

Underlying Rating: Downgraded to A1 (sf); previously on Jan 31,
2012 Aa2 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Assured Guaranty Municipal Corp (Aa3 placed
on review for possible downgrade on Mar 20, 2012)

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

Cl. M-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Issuer: Equity One Mortgage Pass-Through Trust 2002-5

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

M-2, Downgraded to Ca (sf); previously on Jan 31, 2012 Caa2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Equity One Mortgage Pass-Through Trust 2003-1

M-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Downgrade

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

Issuer: Equity One Mortgage Pass-Through Trust 2003-2

AV-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1 (sf)
Placed Under Review for Possible Downgrade

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

M-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Equity One Mortgage Pass-Through Trust 2003-3

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

M-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Baa3 (sf)
Placed Under Review for Possible Downgrade

Issuer: Equity One Mortgage Pass-Through Trust 2003-4

AV-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Aa2 (sf)
Placed Under Review for Possible Downgrade

AV-2, Downgraded to Baa2 (sf) and Remains On Review for Possible
Downgrade; previously on Jan 31, 2012 Aa2 (sf) Placed Under Review
for Possible Downgrade

AF-5, Downgraded to Aa2 (sf); previously on Mar 7, 2011 Confirmed
at Aaa (sf)

AF-6, Confirmed at Aaa (sf); previously on Jan 31, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

M-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Baa2 (sf)
Placed Under Review for Possible Downgrade

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

Issuer: Equity One Mortgage Pass-Through Trust 2004-1

AV-1, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1 (sf)
Placed Under Review for Possible Downgrade

AV-2, Downgraded to A1 (sf); previously on Jan 31, 2012 Aa1 (sf)
Placed Under Review for Possible Downgrade

AF-5, Downgraded to Aa1 (sf); previously on Jan 31, 2012 Aaa (sf)
Placed Under Review for Possible Downgrade

M-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Baa1 (sf)
Placed Under Review for Possible Downgrade

M-2, Downgraded to B3 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Equity One Mortgage Pass-Through Trust 2004-2

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

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

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

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

Issuer: Equity One Mortgage Pass-Through Trust 2004-3

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

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

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

Cl. M-2, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(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_SF283576

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


EVERGLADES RE 2012-1: S&P Rates $750MM Class A Notes 'B+(sf)'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+(sf)' rating to
the Series 2012-1 Class A notes issued by Everglades Re Ltd. The
notes cover losses in the state of Florida from hurricanes on a
per-occurrence basis.

"The 'B+(sf)' rating is based on the lower of the implied rating
on the catastrophe risk ('B+') and the rating on the assets in the
collateral account ('AAAm'), and the risk of nonpayment by the
reinsured counterparty," said Standard & Poor's credit analyst
Gary Martucci.

"Although Standard & Poor's does not maintain an interactive
counterparty, or financial strength rating on Citizens Property
Insurance Corp. (Citizens), we have assessed the creditworthiness
of Citizens and determined that it is capable of meeting its
obligations under the reinsurance agreement in a timely manner.
Standard & Poor's currently maintains an issue credit rating
(A+/Stable/--) on the senior secured bonds issued by Citizens,"
S&P said.

RATING LIST
New Rating

Everglades Re Ltd.
Series 2012-1 Class A notes             'B+(sf)'


FIRST FRANKLIN: Moody's Cuts Rating on Cl. M-1 Tranche to 'B2'
--------------------------------------------------------------
Moody's Investors Service has downgraded one tranche from one
First Franklin second lien transaction issued in 2003. The
collateral backing this deal consists of closed-end second lien
loans.

Complete rating actions are as follows:

Issuer: First Franklin Mortgage Loan Trust 2003-FFC

Cl. M-1, Downgraded to B2 (sf); previously on Oct 20, 2010
Downgraded to Ba3 (sf)

Ratings Rationale

The action is a result of the continued performance deterioration
in second lien pools in conjunction with home price and
unemployment conditions that remain under duress. The action
reflects Moody's updated pool loss expectations relative to the
credit enhancement available for this second lien backed tranche.
The transaction has the benefit of mortgage insurance from Radian
Insurance Company and Moody's assumed an insurance rescission rate
of 75%.

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

The 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_SF283049

A list of updated estimated pool losses and sensitivity analysis
details is being posted and may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF256364


GMAC COMMERCIAL: Fitch Lowers Ratings on Cl. M & N Certs. to CCsf
-----------------------------------------------------------------
Fitch Ratings downgrades seven classes and affirms eight classes
of GMAC Commercial Mortgage Securities, Inc., series 2002-C3 (GMAC
2002-C3) commercial mortgage pass-through certificates.

The downgrades reflect an increase in Fitch expected losses across
the pool.  Fitch modeled losses of 4.62% for the remaining pool;
expected losses as a percentage of the original pool balance are
at 4.45%, including losses already incurred to date (1.71%).
Fitch has designated 20 loans (24.43%) as Fitch Loans of Concern,
which includes the five specially serviced loans (7.07%).  Fitch
expects that class M may be fully depleted from realized and
expected losses.

As of the April 2012 distribution date, the pool's aggregate
principal balance has been reduced by approximately 40.80% to $459
million from $2.63 billion at issuance.  Interest shortfalls total
$2.45 million and affect class K. Currently 16 loans, 25.43% of
the pool, have defeased.

The largest contributor to modeled losses is the Cherryland Center
(1.54% of the pool), which is a 166,931 square foot (sf) real
estate owned (REO) community shopping center , located in Traverse
City, MI.  The special servicer has worked to re-lease the vacant
anchor space and Big Lots has backfilled Tom's Market space.
Leasing activity continues to be strong in first quarter of 2012
with a number of current tenants in active renewal negotiations.
There was a non-recoverable advance determination made on the
asset in September 2011.

The second-largest contributor to modeled losses, Wakefield Forest
Apartments (0.79% of the pool), is a 67 unit multi-family REO
complex located in Southfield MI, northwest of Detroit.  The
building's occupancy has steadily dropped since origination and as
of February 2012 was 56%.  The special servicer is the process of
renovating apartment units in order to improve the leasable
condition before marketing the property for sale.

The third-largest contributor to modeled losses, Nashville
Business Center (1.91% of the pool), is a 893,100 sf industrial
complex located in Murfreesboro, TN.  The collateral was
transferred to the special servicer in November 2011 after a major
tenant occupying 50% of the space vacated in 2010.  The special
servicer continues to have discussions with the borrower and is
considering workout options.

Fitch has downgraded the following classes and updated the
Recovery Estimates:

  -- $9.7 million class H to 'Asf'; Outlook Negative from 'AA-sf';
  -- $18.5 million class J to 'BBsf'; Outlook Negative from
     'BBBsf';
  -- $8.7 million class K to 'Bsf'; Outlook Negative from 'BBsf';
  -- $5.8 million class L to 'CCCsf; RE 95 from 'BBsf';
  -- $4.9 million class M to 'CCsf'; RE 0 from 'B-sf';
  -- $3.9 million class N to 'CCsf'; RE 0 from 'CCCsf';
  -- $2.7 million class O-1 to 'Csf'; RE 0 from 'CCsf'.

Fitch affirms the following classes and updates the Recovery
Estimates:

  -- $344.1 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $29.2 million class B at 'AAAsf'; Outlook Stable;
  -- $11.7 million class C at AAAsf'; Outlook Stable;
  -- $18.5 million class D at 'AAAsf'; Outlook Stable;
  -- $11.7 million class E at 'AAAsf'; Outlook Stable;
  -- $9.7 million class F at 'AAAsf'; Outlook Stable;
  -- $9.7 million class G at 'AA+sf'; Outlook Stable;
  -- $1.2 million class O-2 at 'Csf'; RE 0.

Class A-1, has repaid in full. Fitch does not rate $4.2 million
class P.  Classes X-1 and X-2 were previously withdrawn.


GOLDENTREE LOAN VI: S&P Assigns 'BB' Rating to US$22MM Cl. E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
GoldenTree Loan Opportunities VI Ltd./GoldenTree Loan
Opportunities VI LLC's $463.95 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 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 0.3439%-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.

  * 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, uncapped administrative expenses
    and fees, and uncapped hedge amounts and subordinated note
    payments) to principal proceeds for the purchase of additional
    collateral assets.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATINGS ASSIGNED
GoldenTree Loan Opportunities VI Ltd./GoldenTree Loan
Opportunities VI LLC
Class                  Rating         Amount
                                    (mil. $)
X                      AAA (sf)         3.20
A                      AAA (sf)       313.00
B                      AA (sf)         62.85
C (deferrable)         A (sf)          39.00
D (deferrable)         BBB (sf)        23.90
E (deferrable)         BB (sf)         22.00
Subordinated notes     NR              62.85

NR-Not rated.


GRAMERCY REAL: Fitch Affirms CCsf, Csf Ratings on 11 Note Classes
-----------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed 11 classes
of Gramercy Real Estate CDO 2007-1 Ltd./LLC (Gramercy 2007-1),
reflecting an increase in Fitch's base case loss expectation to
39.3% from 29.8% at last rating action.  This increase is
primarily due to the negative credit migration of the underlying
commercial mortgage backed security (CMBS) bonds.

Since the last rating action in May 2011, approximately 39.2% of
the underlying CMBS collateral has been downgraded.  This has
caused the average Fitch derived rating for the collateral to
decline to 'B/B-' from 'B+/B'.  As of the March 2012 trustee
report, 63.1% of the CMBS collateral has a Fitch derived rating in
the 'CCC' category and below, compared to 17.5% at the last rating
action.  Over this period, the class A-1 notes have received
approximately $11.7 million in paydowns from both principal
amortization and interest diversion due to the failure of the
coverage tests.

Under Fitch's methodology, approximately 52.3% of the portfolio is
modeled to default in the base case stress scenario, defined as
the 'B' stress.  Fitch estimates that average recoveries will be
24.9% reflecting low recovery expectations upon default of the
CMBS tranches and non-senior real estate loans.

The largest component of Fitch's base case loss is the expected
losses on the CMBS bond collateral.  The second largest
contributor to loss is a defaulted mezzanine loan (5.1%) on a
multifamily property located in New York, NY.  The property is
secured by ownership interests in an 11,227 apartment complex
located in New York, NY.  The loan transferred to special
servicing in November 2011 at the borrowers request to facilitate
negotiations on restructuring the debt.  In October 2010, the
servicer gained control of the property and Rose Associates to
manage the buildings, which are 95% leased.  Fitch modeled a term
default in the base case and no recoveries.

The third largest component of Fitch's base case loss expectation
is a whole loan (5.6%) secured by a full service hotel in Anaheim,
CA.  The property has experienced steep cash flow declines since
issuance as a result of declining group and leisure travel.
However, the overall performance of the loan has improved since
the last rating action.  Fitch modeled a maturity default in the
base case.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions', which applies stresses to property cash flows and
debt service coverage ratio (DSCR) tests to project future default
levels for the underlying CREL collateral in the portfolio and
uses the Portfolio Credit Model for the CMBS collateral.
Recoveries for the CREL collateral are based on stressed cash
flows and Fitch's long-term capitalization rates.  The transaction
was not cash flow modeled because none of the classes pass the 'B'
level stress.  Therefore, all ratings are based on a deterministic
analysis that considers Fitch's base case loss expectation for the
pool and the current percentage of defaulted assets and Fitch
Loans of Concern factoring in anticipated recoveries relative to
each class' credit enhancement.

Gramercy 2007-1 is a commercial real estate collateralized debt
obligation (CRE CDO) managed by GKK Manager LLC (GKKM), an
affiliate of Gramercy Capital Corp.  The transaction had a five-
year reinvestment period which ends in August 2012.

Fitch has taken the following actions as indicated below:

  -- $675.3 million class A-1 notes downgraded to 'CCCsf/RE 95%'
     from 'Bsf';
  -- $121 million class A-2 notes downgraded to 'CCsf/RE 0% from
     'CCCsf/RE 85%';
  -- $116.6 million class A-3 notes downgraded to 'CCsf/RE 0%'
     from 'CCCsf'/RE 65%;
  -- $29.5 million class B-FL notes affirmed at 'CCsf'; RE to 0%
     from 40%;
  -- $20 million class B-FX notes affirmed at 'CCsf'; RE to 0%
     from 40%;
  -- $21.1 million class C-FL notes affirmed at 'CCsf'; RE to 0%
     from 5%;
  -- $4.1 million class C-FX notes affirmed at 'CCsf'; RE to 0%
     from 5%;
  -- $4.7 million class D notes affirmed at 'CCsf'; RE to 0% from
     5%;
  -- $5.3 million class E notes affirmed at 'CCsf'; RE to 0% from
     5%;
  -- $10.2 million class F notes downgraded to 'Csf/RE 0%' from
     'CCsf/RE 5%';
  -- $3.3 million class G-FL notes affirmed at 'Csf/RE 0%';
  -- $2.4 million class G-FX notes affirmed at 'Csf/RE 0%';
  -- $2.3 million class H-FL notes affirmed at 'Csf/RE 0%';
  -- $6.2 million class H-FX notes affirmed at 'Csf/RE 0%';
  -- $16.4 million class J notes affirmed at 'Csf/RE 0%'


GRANITE VENTURES: Moody's Raises Rating on $7MM D Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Granite Ventures III Ltd.:

U.S. $20,000,000 Class B Deferrable Floating Rate Senior
Subordinate Notes, Upgraded to Aaa (sf); previously on August 3,
2011 Upgraded to Aa3 (sf);

U.S. $17,000,000 Class C Deferrable Floating Rate Subordinate
Notes, Upgraded to A3 (sf); previously on August 3, 2011 Upgraded
to Baa3 (sf);

U.S. $7,000,000 Class D Deferrable Floating Rate Subordinate
Notes, Upgraded to Ba1 (sf); previously on August 3, 2011 Upgraded
to Ba2 (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-1
Notes have been paid down by approximately 46% or $73.2 million
since the last rating action. Based on the latest trustee report
dated April 11, 2012, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 143.54%, 125.43%,
113.28%, and 108.93%, respectively, versus July 2011 levels of
126.32%, 116.13%, 108.68%, and 105.89%, respectively. The current
overcollateralization ratios do not reflect the paydown of
approximately $35 million to the Class A-1 notes on the most
recent payment date in April. The transaction's WARF has been
relatively stable since the last rating action in August 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 $163.4 million,
defaulted par of $2.4 million, a weighted average default
probability of 15.43% (implying a WARF of 2548), a weighted
average recovery rate upon default of 49.3%, and a diversity score
of 44. The default and recovery properties of the collateral pool
are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Granite Ventures III Ltd., issued in May of 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

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

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

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

Moody's Adjusted WARF -- 20% (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. 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.


GS MORTGAGE 2004-GG2: S&P Cuts Rating on Class G Certs. to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2004-GG2, a U.S. commercial
mortgage-backed securities (CMBS) transaction. "Concurrently, we
affirmed our ratings on five classes from the same transaction,"
S&P said.

"Our rating actions follow our analysis of the credit
characteristics of the collateral remaining in the pool, the deal
structure, and the liquidity available to the trust. The
downgrades primarily reflect credit support erosion that we
anticipate will occur upon the eventual resolution of five ($51.9
million, 2.6%) of the six assets ($59.8 million, 3.0%) that are
with the special servicer. We also considered the monthly interest
shortfalls that are affecting the trust," S&P said.

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

"Using servicer-provided financial information, we calculated an
adjusted debt service coverage (DSC) of 1.58x and a loan-to-value
(LTV) ratio of 86.3%. We further stressed the loans' cash flows
under our 'AAA' scenario to yield a weighted average DSC of 1.18x
and an LTV ratio of 112.1%. The implied defaults and loss severity
under the 'AAA' scenario were 41.6% and 26.9%. These DSC and LTV
calculations exclude five ($51.9 million, 2.6%) of the six assets
($59.8 million, 3.0%) that are with the special servicer and nine
loans ($331.6 million, 16.7%) that have fully defeased. We
separately estimated losses for the excluded specially serviced
assets and included them in our 'AAA' scenario-implied default and
loss severity figures," S&P said.

"As of the April 12, 2012, trustee remittance report, the trust
had experienced net interest shortfalls totaling $149,915. These
shortfalls were primarily related to appraisal subordinate
entitlement reductions (ASERs) ($151,433) and special servicing
and workout fees ($30,512). The interest shortfalls affected all
classes subordinate to and including class K. The trust also
experienced an ASER recovery of $1.61 million, which paid back the
accumulated interest shortfalls to classes G and H," S&P said.

                       CREDIT CONSIDERATIONS

"As of the April 12, 2012, trustee remittance report, six assets
($59.8 million, 3.0%) in the pool were with the special servicer,
LNR Partners LLC (LNR). The reported payment status for the six
specially serviced assets is: three are real estate owned (REO;
$45.5 million, 2.3%), one is in foreclosure ($3.9 million, 0.2%),
one is 90-plus-days delinquent ($2.5 million, 0.1%), and one is
less than 30-days delinquent ($7.9 million, 0.4). Appraisal
reduction amounts (ARAs) totaling $33.4 million are in effect
against the six specially serviced assets. Details on the two
largest specially serviced assets are as set forth," S&P said.

"The University Mall ($35.8 million, 1.8%) is the largest
specially serviced asset and has a total trust exposure of $41.7
million. The asset is a 560,169-sq.-ft. regional mall in
Carbondale, Ill., which is in southern Illinois near the Missouri
state border. The loan was transferred to the special servicer on
July 25, 2008, due to imminent maturity default and became REO on
Sept. 3, 2010. An ARA of $23.6 million is in effect against this
asset. We expect a significant loss upon the resolution of this
asset," S&P said.

"The Gulf Breeze Shopping Center loan ($7.9 million, 0.4%) is the
second-largest specially serviced loan. The loan is secured by a
93,003-sq.-ft. retail property in Gulf Breeze, Fla., built in
1991. The loan was transferred to the special servicer on Jan. 8,
2010, due to imminent monetary default; however, LNR indicated
that the loan has since performed under a forbearance agreement
and expects to return the loan to the trust once all applicable
terms are met and the borrower brings the loan current," S&P said.

"The four remaining assets with the special servicer have
individual balances that represent less than 0.3% of the total
trust balance. ARAs totaling $5.6 million are in effect against
these assets. We estimated losses for the remaining assets and
arrived at a weighted-average loss severity of 27.4%," S&P said.

                     TRANSACTION SUMMARY

As of the April 12, 2012, trustee remittance report, the
collateral pool had an aggregate trust balance of $1.98 billion,
down from $2.60 billion at issuance. The pool comprises 109 loans
and three REO assets, down from 141 loans at issuance. Wells
Fargo, the master servicer, provided financial information for
94.2% of the loans in the pool (by balance), of which partial-
or full-year 2011 data represent 77.9%, and full-year 2010 data
account for the remaining 16.3%.

"We calculated a weighted average DSC of 1.67x for the loans in
the pool based on the servicer-reported figures. Our adjusted DSC
and LTV were 1.58x and 86.3%. Our adjusted figures exclude five
($51.9 million, 2.6%) of the six assets ($59.8 million, 3.0%) that
are with the special servicer and nine loans ($331.6 million,
16.7%) that have been fully defeased. To date, 13 assets have
caused $61.9 million in principal losses to the transaction.
Twenty-five loans ($312.5 million, 15.8%) in the pool are on the
master servicer's watchlist, one of which is a top 10 loan.
Fourteen loans ($232.9 million, 11.8%) have a reported DSC of less
than 1.10x, nine of which ($184.2 million, 9.3%) have a reported
DSC of less than 1.00x," S&P said.

                     SUMMARY OF TOP 10 LOANS

"The top 10 loans secured by real estate have an aggregate
outstanding trust balance of $861.7 million (43.5%). Using
servicer-reported numbers, we calculated a weighted average DSC of
1.82x for the top 10 loans. Our adjusted DSC and LTV were 1.68x
and 76.7% for the top 10 loans. One of the top 10 loans ($103.0
million, 5.2%) is on the master servicer's watchlist," S&P said.

"The Stony Point Fashion Park loan ($103.0 million, 5.2%), the
fourth-largest loan in the pool, is on the master servicer's
watchlist due to a low reported DSC. The loan is secured by
343,239 sq. ft. of mall shop space in a lifestyle retail property
in Richmond, Va. The reported DSC as of year-end 2011 was 0.86x,
and the collateral space occupancy was 79.3% as of the Dec. 31,
2011, rent roll," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

GS Mortgage Securities Corp. II
Commercial mortgage pass-through certificates series 2004-GG2
             Rating
Class     To         From       Credit enhancement (%)
B         AA-(sf)    AA+(sf)                     11.01
C         A+ (sf)    AA (sf)                      9.53
D         BBB+(sf)   A  (sf)                      6.90
E         BBB-(sf)   A- (sf)                      5.42
F         B+  (sf)   BB+ (sf)                     4.11
G         CCC-(sf)   CCC+(sf)                     2.96

RATINGS AFFIRMED

GS Mortgage Securities Corp. II
Commercial mortgage pass-through certificates series 2004-GG2
Class     Rating    Credit enhancement (%)
A-4       AAA (sf)                   14.30
A-5       AAA (sf)                   14.30
A-6       AAA (sf)                   14.30
A-1A      AAA (sf)                   14.30
X-C       AAA (sf)                     N/A

N/A-Not applicable.


HARBOURVIEW CLO 2006-1: S&P Raises Rating on Class D Notes to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from HarbourView CLO 2006-1, a collateralized
loan obligation (CLO) transaction backed by corporate loans.
HarbourView Asset Management Corp. manages the transaction. "At
the same time, we removed the ratings from CreditWatch with
positive implications, where we had placed them on Feb. 10, 2012,"
S&P said.

"This transaction is currently in its reinvestment phase, which
will continue until December 2013. The rating actions reflect the
improved credit quality of the transaction's portfolio since our
January 2010 rating actions. According to the March 2012 trustee
report, the amount of defaulted assets decreased to $3.08 million
from $8.10 million reported in the December 2009 report, which we
used for our January 2010 action. Due to this and other factors,
overcollateralization (O/C) ratios increased for the class A, B,
C, and D notes," S&P said.

"We based our rating on class D on the application of the largest
obligor default test, a supplemental stress test we introduced as
part of our September 2009 corporate criteria update," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATING AND CREDITWATCH ACTIONS

HarbourView CLO 2006-1
             Rating     Rating
Class        To         From
A-1          AA+ (sf)   AA (sf)/Watch Pos
A-2          AA (sf)    A+ (sf)/Watch Pos
B            A- (sf)    BBB+ (sf)/Watch Pos
C            BBB (sf)   B+ (sf)/Watch Pos
D            B+ (sf)    CCC- (sf)/Watch Pos


HELIX INVESTMENTS: S&P Withdraws 'CCC-' Rating on Class C Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class C notes issued by Helix Investments II Ltd.'s series 2005-1,
a synthetic corporate investment-grade collateralized debt
obligation (CDO) transaction.

The rating withdrawal follows the termination of the notes.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATING WITHDRAWN

Helix Investments II Ltd.
Series 2005-1

             Rating

Class        To      From
C            NR      CCC- (sf)

NR-Not rated.


HIGHLAND LOAN: Moody's Lifts Ratings on 2 Note Classes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Highland Loan Funding V:

U.S.$325,500,000 Class A-I Floating Rate Senior Notes due 2014
(current outstanding balance of $75,238,169), Upgraded to Aaa
(sf); previously on August 1, 2011 Upgraded to Aa1 (sf);

U.S.$33,000,000 Class A-II-A Floating Rate Senior Notes due 2014,
Upgraded to Baa1 (sf); previously on August 1, 2011 Upgraded to
Ba1 (sf);

U.S.$10,000,000 Class A-II-B Fixed Rate Senior Notes due 2014,
Upgraded to Baa1 (sf); previously on August 1, 2011 Upgraded to
Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering 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 50% or $76 million
since the last rating action. Based on the trustee report dated
April 20, 2012, the Class A principal coverage ratio is reported
at 128.23% versus June 2011 levels of 118.31%. The reported Class
A principal coverage ratio does not reflect the recent principal
distribution of approximatley $32 million to the Class A-I notes
on April 30, 2012.

Notwithstanding benefits of the delevering, 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 3062 compared to
2786 in June 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 Moody's calculations,
reference securities that mature after the maturity date of the
notes currently make up approximately 41.3% of the underlying
reference portfolio. These investments potentially expose the
notes to market risk in the event of liquidation at the time of
the notes' maturity.

Moody's also notes that a material proportion of the collateral
pool includes debt obligations whose credit quality has been
assessed through Moody's Credit Estimates ("CEs"). Moody's
analysis reflects the application of certain stresses with respect
to the default probabilities associated with CEs. Specifically,
the default probability stresses include (1) a one-notch
equivalent downgrade assumed for CEs updated between 12-15 months
ago; and (2) assuming an equivalent of Caa3 for CEs that were not
updated within the last 15 months. Moody's notes that
approximately 21% of the assets in the collateral pool either do
not have a CE or have a CE that has not been updated for more than
15 months.

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 $158 million,
defaulted par of $42 million, a weighted average default
probability of 20.01% (implying a WARF of 4178), a weighted
average recovery rate upon default of 47.18%, and a diversity
score of 22. 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.

Highland Loan Funding V Ltd. issued in August 2001, is a
collateralized loan obligation backed primarily by a portfolio of
broadly syndicated and middle market 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% (3342)

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

Moody's Adjusted WARF + 20% (5013)

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

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
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.

4) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be impacted by any
default probability stresses Moody's may assume in lieu of updated
credit estimates.


HUDSON STRAITS 2004: S&P Raises Rating on Class E Notes to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised and removed from
CreditWatch its ratings on five classes of notes from Hudson
Straits CLO 2004 Ltd., a collateralized loan obligation (CLO)
transaction managed by GSO Capital Partners L.P. "We also affirmed
our ratings on two classes from the same transaction," S&P said.

"The 'AAA (sf)' affirmations and upgrades 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 more than $135 million to 11.5% of their original issuance
amounts. The principal pay downs were a large factor in the
increase of the class C overcollateralization test (O/C) to
133.54% in April 2012 from 121.11%, back in May 2011. The balance
of defaulted assets increased to $3.13 million from $1.56 million,
while the balance of 'CCC' rated assets decreased to $6.09 million
from $8.60 million," S&P said.

"The diminished credit profile of the assets remaining in the
portfolio and the increase in the default balance has limited the
increase in credit support for the subordinate notes. Unlike the
July 2011 rating action, the top obligor test at the single B
rating category drove the rating action for the class E notes,"
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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATING ACTIONS

Hudson Straits CLO 2004 Ltd.

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

RATINGS AFFIRMED

Hudson Straits CLO 2004 Ltd.

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


IXIS REAL: Moody's Confirms 'Caa1' Rating on Class M-1 Tranche
--------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of one tranche
from one RMBS transaction backed by Subprime loans issued by IXIS
Real Estate Capital Trust.

Complete rating actions are as follows:

Issuer: IXIS Real Estate Capital Trust 2004-HE4

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

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 this rating was "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, 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_SF283835

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


JPMCC 2005-LDP4: Moody's Lowers Ratings on 2 Cert. Classes to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed 15 classes of J.P. Morgan Chase Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-
LDP4 as follows:

Cl. A-3A1, Affirmed at Aaa (sf); previously on Mar 9, 2011
Confirmed at Aaa (sf)

Cl. A-3A2, 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-SB, 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, Affirmed at Aa2 (sf); previously on Oct 20, 2010
Downgraded to Aa2 (sf)

Cl. A-J, Downgraded to Baa3 (sf); previously on Oct 20, 2010
Downgraded to A2 (sf)

Cl. B, Downgraded to Ba3 (sf); previously on Oct 20, 2010
Downgraded to Baa2 (sf)

Cl. C, Downgraded to B1 (sf); previously on Oct 20, 2010
Downgraded to Ba1 (sf)

Cl. D, Downgraded to Caa2 (sf); previously on Oct 20, 2010
Downgraded to B2 (sf)

Cl. E, Downgraded to Ca (sf); previously on Oct 20, 2010
Downgraded to Caa1 (sf)

Cl. F, Downgraded to C (sf); previously on Oct 20, 2010 Downgraded
to Ca (sf)

Cl. G, Downgraded to C (sf); previously on Oct 20, 2010 Downgraded
to Ca (sf)

Cl. H, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

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

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

Ratings Rationale

The downgrades are due to increases in realized losses along with
higher than expected losses from troubled and 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.

Moody's rating action reflects a cumulative base expected loss of
11.9% of the current balance. At last review, Moody's cumulative
base expected loss was 9.4%. Realized losses have increased from
0.6% of the original balance to 1.6% 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, 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 46 compared to 53 at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated June 2, 2011.

DEAL PERFORMANCE

As of the April 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 34% to $1.77
billion from $2.68 billion at securitization. The Certificates are
collateralized by 157 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten non-defeased loans
representing 35% of the pool. Five loans, representing 6% of the
pool, have defeased and are secured by U.S. Government securities.
The pool contains one loan with an investment grade credit
estimate, representing 5% of the pool.

Thirty-eight loans, representing 20% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the CRE Finance Council (CREFC) monthly reporting package. As part
of Moody's ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Ten loans have been liquidated from the pool, resulting in a
realized loss of $34.3 million (25% loss severity on average).
There has been an additional $8 million in realized losses from
modified loans that are currently still in the pool. Currently ten
loans, representing 14% of the pool, are in special servicing. The
largest specially serviced loan is the Silver City Galleria Loan
($122.0 million -- 6.9% of the pool), which is secured by the
borrower's interest in a 971,000 square foot (SF) regional mall
located in Taunton, Massachusetts. Prior to foreclosure, the loans
sponsor was General Growth Properties Inc. (GGP). This property
was not part of GGP's bankruptcy filing. Performance of the mall
has declined since securitization due to a drop in occupancy
caused by several tenant bankruptcies, including Filene's and
Steve & Barry's. The mall is anchored by Macy's, Sears and J.C.
Penney. The in-line occupancy is 77% compared to 82% at the prior
review. In-line sales for tenants less than 10,000 SF have
continued to decline since 2008 and are currently under $250 psf.
Moreover, the mall has several competing retail properties in the
immediate vicinity. The special servicer recently marketed the
property for sale and is evaluating the offers received. Moody's
expects a large loss on this loan within the next six months.

The remaining specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $147 million loss
for the specially serviced loans (59% expected loss on average).

Moody's has assumed a high default probability for 13 poorly
performing loans representing 9% of the pool and has estimated an
aggregate $31 million loss (18% expected loss based on a 35%
probability default) from these troubled loans.

Moody's was provided with full year 2010or 2011 operating results
for 98% of the pool. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 95% compared to 101% at
Moody's prior review. Moody's net cash flow reflects a weighted
average haircut of 12% to the most recently available net
operating income. Moody's value reflects a weighted average
capitalization rate of 9.4%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.44X and 1.10X, respectively, compared to
1.38X and 1.02X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The loan with a credit estimate is the Plastipak Portfolio Loan
($79.2 million -- 4.5% of the pool), which is secured by 14
industrial/warehouse buildings located in eight states. The
portfolio totals 4.5 million SF and is 100% leased to Plastipak
Holdings Inc. (Moody's senior unsecured rating B2, stable outlook)
under a lease which extends 10 years beyond the loan's maturity
date. The loan is structured with a 20-year amortization schedule
and has amortized by approximately 3% since last review and 21%
since securitization. Performance remains stable. Moody's current
credit estimate and stressed DSCR are A3 and 1.84X, respectively,
compared to Baa1 and 1.68X at last review.

The top three non-defeased conduit loans represent 11.2% of the
pool. The largest loan is the One World Trade Center Loan ($87.9
million -- 5.0% of the pool), which is secured by a 573,000 SF
office building located in Long Beach, California. The loan is on
the watchlist due to low DSCR caused by lower revenues from
occupancy loss. As of January 2012, the property was 69% leased
compared to 71% at last review. Leases representing 32% of the
premises is scheduled to expire in 2012 with a majority of the
space leased to GSA tenants who are paying above market rents. Due
to the continued performance decline along with a large amount of
upcoming maturities, Moody's views this loan as a troubled loan.
Moody's LTV and stressed DSCR are 214% and 0.48X, respectively,
compared to 135% and 0.72X at last review.

The second largest loan is the Gateway Center Loan ($58.3 million
-- 3.3% of the pool), which is secured by a 1.5 million SF office
building located in Pittsburgh, Pennsylvania. As of December 2011,
the property was 83% leased compared to 78% at last review.
Property performance has remained stable and is expected to
improve going forward as concessions to newly signed tenants wear
off. The loan is also benefitting from amortization and has
amortized 10% since securitization. Moody's LTV and stressed DSCR
are 74% and 1.35X, respectively, compared to 84% and 1.20X at last
review.

The third largest loan is Waterway Plaza I & II Loan ($51.3
million -- 2.9% of the pool), which is secured by a 362,891 SF
office building located in a northern suburb of Houston in
Woodlands, Texas. As of December 2011, the property was 96% leased
compared to 94% at last review. Performance continues to improve
due to rent bumps from existing tenants. Moody's LTV and stressed
DSCR are 95% and 1.05X, respectively, compared to 102% and 0.98X
at last review.


JPMCC 2006-FL2: Fitch Affirms 'CCC' Ratings on 2 Note Classes
-------------------------------------------------------------
Fitch Ratings has affirmed all classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Series 2006-FL2 and revised
the Rating Outlook to Stable from Positive.  The affirmations
reflect Fitch's base case loss expectation of 12.5% for the pooled
classes.

Fitch's performance expectation incorporates prospective views
regarding commercial real estate market value and cash flow
declines.  The revised Rating Outlooks reflect the increase in
credit enhancement due to payoff/disposition of four loans since
Fitch's last review offset by increasing loan concentration and
refinance risk.

Under Fitch's methodology, 100% of the pool is expected to default
in the base case stress scenario, defined as the 'B' stress.  In
this scenario, the average cash flow decline is 9.1% from
generally year-end 2011 or 2011 annualized cash flows.  In its
review, Fitch analyzed servicer reported operating statements and
rent rolls, updated property valuations, and recent lease and
sales comparisons.  Given that the loan positions within the
pooled portion of the commercial mortgage backed securities (CMBS)
are the lower leveraged A-notes, Fitch estimates the average
recoveries on the pooled loans will be approximately 87.5% in the
base case.

The transaction is collateralized by four loans, three of which
are secured by office properties (87.7%) and one by a hotel
(12.3%).  The transaction faces near-term maturity risk: two loans
(62.4%) have been modified and the final maturity dates have been
extended to 2013; the other two loans (37.5%) had passed their
final maturity dates and are now in forbearance that terminates in
2013.  All three office loans were modeled to incur a loss in the
base case.  Currently there are no specially serviced loans.

The largest loss contributor, Marina Village (32.6%), is
collateralized by 31 office buildings totaling 1.1 million square
feet (sf) on 73 acres, and located in a 205-acre master-planned
development located in Alameda, CA, within the San Francisco Bay
Area.  The property consists of low-rise and mid-rise office
buildings (collateral), a shopping center, a hotel, 178-unit
residential town-home community, and open space along the
waterfront (with a 990-berth marina).  The loan was modified in
June 2011 to include new final maturities in 2013 and new terms
which generally include a minor principal curtailment, cash flow
sweep, and establishment of reserves.  As of December 2011, the
occupancy at the property was 62.3%, compared to 68.1% at year-end
2010 and 79.6% at issuance.  Average rental rate at the property
was approximately $16.54 per square foot (psf), compared to $24.22
psf at issuance.  Fitch modeled significant losses in the base
case reflecting a decline in value since issuance and continued
rollover risk over the next several years.

The second largest loss contributor, 111 Marcus Avenue (25.3%), is
secured by a condominium interest in an office complex consisting
of five office buildings in New Hyde Park, NY.  The collateral
includes 920,059 sf (Condo Unit 1).  The loan transferred to the
servicer in Sep. 2011 after it had passed the final maturity date.
A Forbearance Agreement was entered in Nov. 2011 which requires
the borrower to fund various reserve accounts.  The loan was
returned to the master servicer in February 2012.  As of the
August 2011 rent roll, the property was 82% occupied.

The third largest loss contributor, The RREEF Silicon Valley
Office Portfolio (29.8%), is currently collateralized by 16 office
properties, totaling 3.8 million sf, located in Silicon Valley in
Northern California.  The collateral pool has reduced
significantly from 5.1 million SF since issuance due to property
releases.  The proceeds from the property release were applied to
pay down the principal balance.  The loan was modified in June
2011 to include new final maturity in 2013.  Currently,
approximately 39% of the square footage is located in San
Jose/Milpitas; 29% in Santa Clara; 21% in Sunnyvale; and 13% in
Mountain View. Fitch modeled minimal losses for this loan in the
base case.

The transaction follows a pro rata pay structure which may revert
to sequential pay under two conditions: a) specially serviced
assets in the deal account for more than 20% of the outstanding
deal balance, or b) 80% of the original pool balance has been paid
down.  In addition, any principal distribution received from a
loan in special servicing will be applied sequentially.  Also, the
transaction is structured so principal disbursements and interest
from the underlying mortgages are combined into one account which
then is used for principal and interest distributions to the
bonds.  The pro rata nature of the transaction combined with the
commingling of principal and interest remittances have resulted in
interest shortfalls, stemming from servicing fees, to result in a
principal loss to the junior-most class L.  The principal loss may
be recoverable in future periods, similarly to an interest
shortfall, if excess interest becomes available.

This transaction was analyzed according to the 'Surveillance
Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate
Transactions' (Dec. 1, 2011).  It applies stresses to property
cash flows and uses debt service coverage ratio (DSCR) tests to
project future default levels for the underlying portfolio.
Recoveries are based on stressed cash flows and Fitch's long-term
capitalization rates.

Fitch has affirmed the following ratings and revised the Rating
Outlooks and Recovery Estimates as indicated:

  -- $170.9 million class A-2 at 'AAA'; Outlook Stable;
  -- $19.6 million class B at 'AA+'; Outlook to Stable from
     Positive;
  -- $167 million class C at 'AA'; Outlook to Stable from
     Positive;
  -- $11.6 million class D at 'AA-'; Outlook to Stable from
     Positive;
  -- $13.1 million class E at 'A'; Outlook to Stable from
     Positive;
  -- $13.1 million class F at 'BBB'; Outlook to Stable from
     Positive;
  -- $11.6 million class G at BBB-; Outlook to Stable from
     Positive;
  -- $14.5 million class H at 'B; Outlook to Stable from Positive;
  -- $14.6 million class J at 'CCC', RE to 35% from 100%;
  -- $13.1 million class K at 'CCC', RE to 0% from 95%'.
  -- $17.3 million class L at 'D/RE0%'.

Classes A-1, LV-1, LV-2, and X-1 have paid in full.  Class X-2 was
previously withdrawn.'


JPMCC 2008-C2: Moody's Lowers Rating on A-J Securities to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed the remaining 19 classes of JP Morgan Chase
Commercial Mortgage Securities Corp. 2008-C2 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on May 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on May 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on May 29, 2008
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Downgraded to Baa1 (sf); previously on Apr 11, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-4FL, Downgraded to Baa1 (sf); previously on Apr 11, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-1A, Downgraded to Baa1 (sf); previously on Apr 11, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. A-M, Downgraded to Caa1 (sf); previously on Apr 11, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. A-J, Downgraded to Ca (sf); previously on Aug 12, 2010
Downgraded to Caa3 (sf)

Cl. B, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. C, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. G, Affirmed at C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. H, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. L, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. M, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. N, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. P, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. Q, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

Cl. T, Affirmed at C (sf); previously on Jul 31, 2009 Downgraded
to C (sf)

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

Ratings Rationale

The downgrades are due to higher than expected realized and
anticipated losses from troubled loans and loans in special
servicing as well as concerns about potential increases in
interest shortfalls.

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

Moody's rating action reflects a cumulative base expected loss of
21.3% of the current balance compared to 19.6% at last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at:

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

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

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

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

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005, 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.

The conduit model includes a 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 22 compared to 23 at last review.

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 19th, 2011.

DEAL PERFORMANCE

As of the March 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 6% to $1.1 billion
from $1.2 billion at securitization. The Certificates are
collateralized by 76 mortgage loans ranging in size from less than
1% to 11% of the pool, with the top ten loans representing 54% of
the pool. The pool does not contain any defeased loans. The pool
contains two loans, representing 3% of the pool, that have
investment grade credit estimates.

Thirty loans, representing 30% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Three loans have been liquidated from the pool, resulting in an
aggregate $16.8 million realized loss (50% loss severity on
average). As of the March 12, 2012 distribution date, there are
eight loans in special servicing representing 24% of the pool. The
largest specially serviced loan is the Promenade Shops at Dos
Lagos (now called the The Shops at Dos Lagos) ($125.2 million --
11.3 % of the pool), which is secured by a retail property in
Corona, California. The loan is REO and the servicer is planner to
market the property for sale in summer 2012. Moody's is projecting
a 100% expected loss for this loan.

The second largest specially serviced loan is The Westin
Portfolio, which is secured by a pari passu interest in two Westin
hotels (487-room hotel in La Paloma - Tuscon, Arizona; 412-room
hotel in Hilton Head, South Carolina). A recent loan modification
was approved through bankruptcy that requires no interest
payments. This will result in a significant increase in interest
shortfalls. In addition, the loan maturity was extended 21 years.
However, there is an appeal pending and the modification remains
subject to change.

The remaining six specially serviced loans are secured by a mix of
the property types. The loans are either real estate owned (REO),
in the process of foreclosure or 60+ days delinquent. Moody's has
estimated an aggregate $189 million loss for the specially
serviced loans (72% expected loss on average).

Moody's has assumed a high default probability for an additional
nine poorly performing loans representing 16% of the pool and has
estimated an aggregate $34 million loss (19% expected loss on
average) from these troubled loans.

Based on the most recent remittance statement, Classes A-M through
NR have experienced cumulative interest shortfalls totaling $29
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans and due to the modification to the Westin
Portfolio. Interest shortfalls are caused by special servicing
fees, including workout and liquidation fees, appraisal
subordinate entitlement reductions (ASERs), loan modifications and
extraordinary trust expenses.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 92% and 73% of the pool, respectively.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 113%, the same as at Moody's prior review. Moody's
net cash flow reflects a weighted average haircut of 10% to the
most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.6%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.14X and 0.94X, respectively, essentially
the same as 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 Two Democracy Plaza
($31.0 million -- 2.8% of the pool) which is secured by a 273,000
SF office building located in Bethesda, Maryland. The largest
tenant is the National Institute of Health, which leases 57% of
the net rentable area (NRA) through December 2013. The property
was 99% leased as of February 2011, the same at last review.
Moody's current credit estimate and stressed DSCR are A2 and
1.79X, respectively, the same as at last review.

The second loan with a credit estimate rating is the Lofts at New
Roc Loan ($4.8 million - 0.4%), which is secured by a 98-unit
residential cooperative located in New Rochelle, New York. Moody's
current credit estimate and stressed DSCR are Aaa and 2.80X,
respectively, compared to Aaa and 2.64X at last review.

The top three performing loans represent 17.6% of the pool
balance. The largest conduit loan is the Block at Orange ($108.8
million - 9.8%), which represents a pari passu interest in a
$217.6 million first mortgage loan. The loan is secured by a
700,000 SF retail and entertainment center located in Orange
County, California. The property is anchored by an AMC
Entertainment movie theater, Dave & Buster's, and Vans Skate Park.
The property was 86% leased as of December 2011 compared to 89% as
of December 2010. Performance has been stable but slipped slightly
in 2011 due to Border's, which leased 4% of the NRA at
securitization, vacating the center. Moody's LTV and stressed DSCR
are 120% and 0.79X, respectively, the same as last review.

The second largest conduit loan is the Tupper Building Loan ($43.9
million -- 4.0%), which is secured by a 97,000 SF medical office
property located in Boston, Massachusetts. The property is 100%
leased to New England Medical Center Hospitals through September
2017. The loan is interest-only for its entire five year term and
matures in October 2012. Performance is stable. The loan was
assumed in Q3 2011 by an affiliate of Gazit Globe, a large Israeli
real estate company. Moody's LTV and stressed DSCR are 134% and
0.81X, respectively, the same as at last review.

The third largest conduit loan is the Station Casinos Headquarters
Loan ($42.3 million -- 3.8%), which is secured by a 138,000 SF
office building located in Las Vegas, Nevada. The building is 100%
leased to Station Casinos under a 20-year lease through October
2027 and serves at its corporate headquarters. Upon emerging from
bankruptcy in August 2010, the lease was renegotiated at a
significant reduction in base rent. Moody's analysis is based on
the new lease terms. Moody's has classified this loan as a
troubled loan because of concerns of the significant decline in
performance due to lower rental achievement. Moody's LTV and
stressed DSCR are 205% and 0.55x, respectively, compared to 151%
and 0.82X at last review.


JPMCC 2012-C6: Moody's Assigns B2 Rating on Class H Securities
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to fourteen classes
of CMBS securities, issued by JPMCC Commercial Mortgage Securities
Trust 2012-C6.

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

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

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

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

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

Cl. B, Definitive Rating Assigned Aa2 (sf)

Cl. C, Definitive Rating Assigned A1 (sf)

Cl. D, Definitive Rating Assigned A3 (sf)

Cl. E, Definitive Rating Assigned Baa3 (sf)

Cl. F, Definitive Rating Assigned Ba2 (sf)

Cl. G, Definitive Rating Assigned Ba2 (sf)

Cl. H, Definitive Rating Assigned B2 (sf)

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

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

* Class X-A and Class X-B are interest-only classes.

Ratings Rationale

The Certificates are collateralized by 49 fixed rate loans secured
by 118 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 1.57X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.07X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 97.8% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio, (inclusive of subordinated debt) of 101.8% is also
considered when analyzing various stress scenarios for the rated
debt.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach.

With respect to loan level diversity, the pool's loan level
(includes cross collateralized and cross defaulted loans)
Herfindahl Index is 22.8. The transaction's loan level diversity
is similar to Herfindahl scores found in most multi-borrower
transactions issued since 2009. With respect to property level
diversity, the pool's property level Herfindahl Index is 25.6. The
transaction's property diversity profile is higher than the
indices calculated in most multi-borrower transactions issued
since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.27, which is similar
to the indices calculated in most multi-borrower transactions
since 2009.

The principal methodologies used in these ratings 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 v2.50
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator 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%, 10%, or 15%, the model-indicated rating for the currently
rated junior Aaa class would be Aa1, Aa2, A1, respectively.
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


JPMCM 2004-C1: Fitch Cuts Rating on $2.6MM Class P Certs. to 'Csf'
------------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed 14 classes
of J.P. Morgan Commercial Mortgage Securities Corp. 2004-C1,
commercial mortgage pass-through certificates.

The downgrades are due to the increased likelihood of losses to
the already distressed classes. The affirmations to the remaining
classes are a result of stable performance of the pool.

Fitch modeled losses of 5.15% of the outstanding pool. The
expected losses of the original pool are at 3.6%, which includes
0.46% in losses realized to date. There are considerable upcoming
maturities with 68.14% maturing by the end of 2013, of which
27.52% is defeased. Current cumulative interest shortfalls
totaling $1.1 million are affecting classes M through NR.

As of the April 2012 distribution date, the pool's certificate
balance has paid down 38.7% to $634.5 million from $1.042 billion.
There are sixteen (35.8%) defeased loans within the pool. Fitch
identified 35 (22.4%) Loans of Concern, of which five (6.22%) are
specially serviced.

The largest contributor to modeled losses is a loan (1.56%)
secured by a 157,701 square foot (SF) industrial complex located
in Ontario, CA. The property has suffered from declining
performance over the last three years due to lower occupancy and
rental concessions. The servicer-reported yearend debt service
coverage ratio (DSCR) was 0.84 times (x) compared to 1.45x at
issuance. As per the property's rent roll, the occupancy as of
December 2011 was 77%. Also, prior to the upcoming maturity of
this loan in March 2014, the property has an additional rollover
risk of 45%.

The second largest contributor to modeled losses is a loan (1.05%)
secured by a 303 pad manufactured housing community located in
Elyria, OH. The loan transferred to special servicing in April
2010 due to monetary default. The special servicer reports that
negotiations with the borrower are in process to transfer title of
the property to the trust via a deed-in-lieu. A receiver was put
in place as of August 2011 and has been working to stabilize the
property while marketing it for sale.

The third largest contributor to Fitch modeled losses is a loan
(1.71%) secured by a 163,300 SF anchored retail center in Boise,
ID. The anchor tenant is Edward's Cinema Boise (65.2%), which is
owned by Regal Entertainment Group. The servicer-reported DSCR
declined to 0.80x as of September 2011 from 0.93x in June 2010.
The decline in DSCR is attributed to decreased rental rates and
significant past due payments from tenants.

Fitch downgrades the following classes and assigns Recovery
Estimates (RE) as indicated:

- $2.6 million class N to 'CCsf' from 'CCCsf'; RE 0%;
- $2.6 million class P to 'Csf' from 'CCCsf'; RE 0%.

Fitch affirms the following classes, revises Outlooks and assigns
Recovery Estimates (RE) as indicated:

- $27.4 million class A-2 at 'AAAsf'; Outlook Stable;
- $303.1 million class A-3 at 'AAAsf'; Outlook Stable;
- $161.5 million class A-1A at 'AAAsf'; Outlook Stable;
- $27.3 million class B at 'AAAsf'; Outlook Stable;
- $11.7 million class C at 'AAAsf'; Outlook Stable;
- $22.1 million class D at 'AAAsf'; Outlook Stable;
- $13 million class E at 'AAsf'; Outlook to Positive from Stable;
- $11.7 million class F at 'Asf'; Outlook to Positive from
   Stable;
- $9.1 million class G at 'BBB+sf'; Outlook Stable;
- $10.4 million class H at 'BBB-sf'; Outlook Stable;
- $6.5 million class J at 'BBsf'; Outlook Stable;
- $5.2 million class K at 'Bsf'; Outlook to Negative from Stable;
- $3.9 million class L at 'B-sf'; Outlook Negative;
- $5.2 million class M at 'CCCsf'; RE 0%.

Fitch does not rate class NR.

Class A-1 has paid in full. Fitch has previously withdrawn the
ratings on the interest-only class X-1. Class X-2 has paid in
full.


JUNIPER CBO 2000-1: S&P Withdraws 'CC' Rating on Class A-4 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on 20
classes of notes from 12 collateralized debt obligation (CDO)
transactions.

Ten of the 12 transactions are collateralized loan obligations
(CLOs) and two are collateralized bond obligations (CBOs).

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

Celerity CLO Ltd. is a cash flow CLO. The transaction paid the
class B notes down in full on the March 30, 2012, payment date,
from an outstanding balance of $9.59 million.

Chartwell CBO I is a cash flow CBO that paid the class B notes
down in full on the April 10, 2012, payment date, from an
outstanding balance of $0.16 million.

Forest Creek CLO Ltd. is a cash flow CLO. The transaction paid the
class A-1LB and A-2L notes down in full on the April 10, 2012,
payment date, from outstanding balances of $5.86 million and
$10.63 million.

FriedbergMilstein Private Capital Fund I is a cash flow CLO. The
transaction paid the class A notes down in full on the April 16,
2012, payment date, from an outstanding balance of $13.19 million.

Juniper CBO 2000-1 Ltd. is an arbitrage CBO. The transaction paid
the class A-4L and A-4 notes down in full on the April 16, 2012,
payment date, from outstanding balances of $3.97 million and $5.30
million.

Longhorn CDO III Ltd. is a cash flow CLO which paid the class A-2
notes down in full on the April 10, 2012, payment date, from an
outstanding balance of $9.60 million.

Marathon Financing I, B.V. is a cash flow CLO. The transaction
paid the class A-1, A-2, A-3, and B-1 notes down in full on the
April 5, 2012, payment date, from outstanding balances of $10.13
million, EUR3.10 million, $3.31 million, and $80.00 million,
respectively. In addition, the transaction also paid the class
senior revolving notes, a multicurrency revolver issued in
multiple currencies, in full from $2.63 million and GBP4.60
million.

Navigator CDO 2004 Ltd. is a cash flow CLO which paid the class A-
1A and A-1B notes down in full on the April 16, 2012, payment
date, from outstanding balances of $4.41 million and $23.14
million.

Phoenix CLO I Ltd. is cash flow CLO which made its final payment
to the class X notes on the Oct. 5, 2011, payment date, from an
outstanding balance of $0.15 million.

Rosemont CLO Ltd. is cash flow CLO. The transaction paid the class
C notes down in full on April 16, 2012, payment date, from an
outstanding balance of $3.85 million.

TCW Select Loan Fund Ltd. is cash flow CLO which paid the class D-
1 and D-2 notes down on April 10, 2012, payment date, from
outstanding balances of $4.99 million and $2.27 million.

Union Square Ltd. is cash flow CLO. The transaction paid the class
A-1 notes down on April 16, 2012, payment date, from an
outstanding balance of $28.92 million.

             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

Celerity CLO Ltd.

                            Rating
Class               To                  From
B                   NR                  AAA (sf)

Chartwell CBO I
                            Rating
Class               To                  From
B                   NR                  CC (sf)

Forest Creek CLO Ltd.
                            Rating
Class               To                  From
A-1LB               NR                  AAA (sf)
A-2L                NR                  AAA (sf)

FriedbergMilstein Private Capital Fund I
                            Rating
Class               To                  From
A                   NR                  AAA (sf)

Juniper CBO 2000-1 Ltd.
                            Rating
Class               To                  From
A-4                 NR                  CC (sf)
A-4L                NR                  CC (sf)

Longhorn CDO III Ltd.
                            Rating
Class               To                  From
A-2                 NR                  AAA (sf)

Marathon Financing I, B.V.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)
A-2                 NR                  AAA (sf)
A-3                 NR                  AAA (sf)
B-1                 NR                  AAA (sf)
SeniorRevo          NR                  AAA (sf)

Navigator CDO 2004 Ltd.
                            Rating
Class               To                  From
A-1A                NR                  AAA (sf)
A-1B                NR                  AAA (sf)

Phoenix CLO I Ltd.
                            Rating
Class               To                  From
X                   NR                  AAA (sf)

Rosemont CLO Ltd.
                            Rating
Class               To                  From
C                   NR                  BBB (sf)

TCW Select Loan Fund Ltd.
                            Rating
Class               To                  From
D-1                 NR                  B+ (sf)/Watch Pos
D-2                 NR                  B+ (sf)/Watch Pos

Union Square CDO Ltd.
                            Rating
Class               To                  From
A-1                 NR                  AAA (sf)

NR-Not rated.


KMART FUNDING: Moody's Affirms 'C' Rating on Collateralized Note
----------------------------------------------------------------
Moody's Investors Service affirmed the rating of Kmart Funding
Corporation Secured Lease Bonds as follows:

Senior Secured Collateralized Note, Affirmed at C; previously on
Oct 5, 2010 Downgraded to C

Ratings Rationale

The rating was affirmed at C due to $12.3 million realized losses
to this class.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

No model was used in this review.

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

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
prior full review is summarized in a press release dated June 9,
2011.

Deal Performance

This credit tenant lease (CTL) transaction originally consisted of
seven classes supported by 24 retail buildings leased to Kmart
under fully bondable, triple net leases. In 2001, Kmart filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. Kmart subsequently rejected the leases for
17 of the properties securing in this transaction. Leases for
three of the properties were assumed by other retailers and 14
properties were liquidated from the trust with $12.3 million
realized losses to the remaining class (59% severity). The final
principal distribution date is July 1, 2018.


LASALLE COMM'L: Moody's Affirms 'C' Ratings on Three CMBS Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the rating of three classes of
LaSalle Commercial Mortgage Securities Inc., Series 2007-MF5 as
follows:

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

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

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

Ratings Rationale

The affirmations of Classes A and B are due to realized and
anticipated losses from specially serviced and troubled loans. The
rating of the IO Class, Class X, is consistent with the credit
profile of its referenced classes and thus is affirmed.

This transaction is classified as a small balance CMBS
transaction. Small balance transactions, which represent less than
1% of the Moody's rated conduit/fusion universe, have generally
experienced higher defaults and losses than traditional conduit
and fusion transactions.

Moody's rating action reflects a cumulative base expected loss of
12.8% of the current balance. At last review, Moody's cumulative
base expected loss was 12.9%. 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, "CMBS: Moody's Approach to Small Loan Transactions"
published in December 2004, 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 170 compared to 200 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 4, 2011.

Deal Performance

As of the April 20, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 39% to $299.9
million from $488.3 million at securitization. The Certificates
are collateralized by 262 mortgage loans ranging in size from less
than 1% to 2% of the pool, with the top ten loans representing 14%
of the pool. The pool is characterized by both geographic and
property type concentrations. Loans representing 98% of the pool
are secured by multi-family properties and approximately 41% of
the pool is located in Texas, Washington and Ohio.

Sixty-eight loans, representing 24% 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.

Sixty-five loans have been liquidated from the pool since
securitization, resulting in an aggregate $60.1 million loss (77%
loss severity on average). Currently, there are 33 loans,
representing 13% of the pool in special servicing. Moody's has
estimated an aggregate $22.1 million loss (77% expected loss on
average) for 23 of the specially serviced loans.

Moody's has also assumed a high default probability for 34 poorly
performing loans, representing 12% of the pool, and has estimated
an aggregate $5.48 million loss (15% expected loss based on a 50%
probability default) for the troubled loans.

Moody's was provided with full year 2010 and partial 2011
operating results for 41% and 44%, respectively, of the pool.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 98%, compared to 99% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 10%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.5%.

Excluding specially serviced and troubled loans, Moody's actual
and stressed DSCRs are 1.30X and 1.12X, respectively, compared to
1.26X and 1.09X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance

The pool has also experienced significant interest shortfalls.
Based on the most recent remittance statement, Classes B through N
have experienced cumulative interest shortfalls totaling $3.9
million. Moody's anticipates that the pool will continue to
experience interest shortfalls because of the high exposure to
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs) and
extraordinary trust expenses.


LBUBS COMMERCIAL: Fitch Lowers Rating on Class. P Certs. to 'CCsf'
------------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed 14 classes
of LBUBS commercial mortgage pass-through certificates, series
2003-C1.

The downgrades reflect an increase in Fitch expected losses across
the pool since last review.  Fitch modeled losses of 3.91% of the
outstanding pool.  The expected losses of the original pool are at
3.04%, which includes 0.59% in losses realized to date.  Fitch is
concerned with the maturity concentration of the pool as 77 loans
(33.24%) will mature by the end of 2013, among which 60 loans are
non-defeased (9.36%).  An additional five non-defeased loans
(23.24%) have anticipated repayment dates (ARD's) by the end of
2013.  Current cumulative interest shortfalls totaling $1.19
million are affecting classes M through T.

As of the April 2012 distribution date, the pool's certificate
balance has reduced 37.32% to $859.5 million from $1.371 billion.
There are 18 defeased loans (30%) within the pool.  Fitch
identified 14 (9.6%) Loans of Concern, of which three (1.59%) are
specially serviced.

The largest contributor to Fitch-modeled losses is the 1010 Wayne
Avenue loan (2.46%).  The loan is secured by a 14-story, 196,196
square foot (SF) office property in Silver Spring, MD.  The
property has experienced cash flow issues due to occupancy
declines.  The servicer reported occupancy was 72% at year-end
(YE) December 2010, with the debt service coverage ratio (DSCR)
for YE 2010 and YE 2011 reporting at 0.98 times (x) and 0.62x,
respectively.  The March 2012 rent roll showed significant
improvement in occupancy at 95% as a result of late 2011 and early
2012 leasing activity.  The loan remains current as of the April
2012 payment date.

The second largest contributor to loss is secured by a 138,646 SF
office property located in Columbia, MD (1.57%). The property has
recently experienced significant vacancy loss and incurred non-
recurring expenses related to the sale of the property and
assumption of the subject loan in mid-2011. As of YE December
2011, the property was 73% occupied and DSCR reported at 0.56x.
The loan, which is scheduled to mature in February 2013, remains
current as of the April 2012 payment date.

The third largest contributor to Fitch modeled losses is a loan
secured by a 552,485 SF industrial/warehouse building located in
West Springfield, MA. The loan transferred to the special servicer
in August 2009 for monetary default. A receiver was appointed in
September 2010. The servicer has reported they are dual-tracking
foreclosure and a possible note-sale.

Fitch downgrades the following classes, and assigns Recovery
Estimates (REs) as indicated:

--$18.9 million class L to 'BBsf' from 'BBBsf'; Outlook Stable;
--$6.9 million class M to 'Bsf' from 'BBB-sf'; Outlook Stable;
--$6.9 million class N to 'CCCsf' from 'BBsf'; RE 100%;
--$10.3 million class P to 'CCsf' from 'CCCsf'; RE 30%.


Fitch affirms the following classes, revises Rating Outlooks and
Recovery Estimates (REs) as indicated:

--$31.2 million class A-3 at 'AAAsf'; Outlook Stable;
--$537.5 million class A-4 at 'AAAsf'; Outlook Stable;
--$64.0 million class A-1b at 'AAAsf'; Outlook Stable;
--$25.7 million class B at 'AAAsf'; Outlook Stable;
--$25.7 million class C at 'AAAsf'; Outlook Stable;
--$20.6 million class D at 'AAAsf'; Outlook Stable;
--$18.9 million class E at 'AAAsf'; Outlook Stable;
--$17.1 million class F at 'AAAsf'; Outlook Stable;
--$18.9 million class G at 'AAAsf'; Outlook Stable;
--$18.9 million class H at 'AAsf'; Outlook to Stable from
Positive;
--$12.0 million class J at 'Asf'; Outlook to Stable from Positive;
--$10.3 million class K at 'A-sf'; Outlook to Stable from
Positive;
--$5.1 million class Q at 'CCsf'; RE 0%;
--$5.1 million class S at 'Csf'; RE 0%;

Fitch does not rate class T.

Classes A-1 and A-2 have paid in full.
Fitch has previously withdrawn the ratings on the interest-only
class X-CL. Class X-CP has paid in full.


LONG BEACH: Moody's Cuts Rating on Cl. M-2 Tranche to 'Ca (sf)'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of nine
tranches and confirmed the ratings of two tranches from seven RMBS
transactions, backed by Subprime loans, issued by Long Beach
Mortgage Loan 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: Long Beach Mortgage Loan Trust 2000-1

Cl. AF-3, Downgraded to B3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. AV-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Issuer: Long Beach Mortgage Loan Trust 2001-1

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

Issuer: Long Beach Mortgage Loan Trust 2002-5

Cl. M-1, Downgraded to B3 (sf); previously on Jan 31, 2012 B2 (sf)
Placed Under Review for Possible Downgrade

Issuer: Long Beach Mortgage Loan Trust 2003-4

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

Issuer: Long Beach Mortgage Loan Trust 2004-1

Cl. M-3, Downgraded to B3 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Downgrade

Cl. M-4, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Downgrade

Issuer: Long Beach Mortgage Loan Trust 2004-2

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

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

Cl. M-2, Downgraded to Ca (sf); previously on Mar 8, 2011
Downgraded to Caa3 (sf)

Issuer: Long Beach Mortgage Loan Trust 2004-4

Cl. M-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(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_SF283748

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


MASTR ADJUSTABLE: Moody's Cuts Ratings on Four Tranches to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 146
tranches and confirmed the ratings of 22 tranches from 19 RMBS
transactions, backed by Alt-A loans, issued by MASTR Adjustable
Rate and MASTR Alternative Loan Trusts.

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 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 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: MASTR Adjustable Rate Mortgages Trust 2003-2

Cl. 1-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-X, Downgraded to Ba2 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2003-3

Cl. 1-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Baa1 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-4, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-X, Downgraded to Baa2 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2003-4

Cl. 1-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2003-5

Cl. 1-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Confirmed at Baa3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ca (sf); previously on Feb 28, 2011
Downgraded to Caa3 (sf)

Issuer: MASTR Adjustable Rate Mortgages Trust 2003-6

Cl. 1-A-2, Downgraded to Baa2 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 1-A-2X, Downgraded to Baa2 (sf); previously on Feb 22, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-X, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-2X, Downgraded to Ba1 (sf); previously on Feb 22, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 7-A-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

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

Cl. 8-A-X, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2003-7

Cl. 1-A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

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

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-1

Cl. 1-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-3, Downgraded to Ba1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-X, Downgraded to Baa2 (sf); previously on Feb 22, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-11

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

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-14

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

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-15

Cl. 1-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-X, Downgraded to B2 (sf); previously on Feb 22, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 9-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-2

Cl. M-2, Confirmed at A2 (sf); previously on Jan 31, 2012 A2 (sf)
Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-3

Cl. 1-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 1-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-4, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-2, Downgraded to B1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-X, Confirmed at Baa3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-4, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. 8-A-X, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-4

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

Cl. 1-A-X, Confirmed at Ba1 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-2, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Ba2 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-X, Confirmed at Ba1 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-X, Confirmed at Ba1 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-X, Downgraded to Ba2 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-5

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

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-X, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

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

Cl. 6-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 9-A-2, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 9-A-X, Confirmed at Baa1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-6

Cl. 2-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 3-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-6, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-7, Downgraded to Baa2 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 4-A-9, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa2 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-7

Cl. 1-A-1, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 2-A-1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

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

Cl. 4-A-1, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. 4-A-2, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-8

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

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, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. 5-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 6-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 7-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 8-A-1, Downgraded to Baa3 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. 8-A-X, Downgraded to Baa3 (sf); previously on Feb 22, 2012
Baa1 (sf) Placed Under Review for Possible Downgrade

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2004-9

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

Cl. M-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2003-3

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

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

Cl. B-2, Downgraded to Ba2 (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 Caa1
(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_SF283852

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


MASTR ASSET: Moody's Downgrades Rating on Cl. M-5 Tranche to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6
tranches, upgraded the ratings of 15 tranches, and confirmed the
ratings of 7 tranche from 10 RMBS transactions, backed by Subprime
loans, issued by MASTR.

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, 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.

Complete rating actions are as follows:

Issuer: MASTR Asset Backed Securities Trust 2002-OPT1

Cl. M-3, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. M-4, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to Ca (sf); previously on Mar 11, 2011
Downgraded to Caa2 (sf)

Issuer: MASTR Asset Backed Securities Trust 2003-OPT1

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

Issuer: MASTR Asset Backed Securities Trust 2003-OPT2

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

Cl. M-3, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Cl. M-5, Downgraded to C (sf); previously on Mar 11, 2011
Confirmed at Ca (sf)

Issuer: MASTR Asset Backed Securities Trust 2003-WMC1

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

Cl. M-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Asset Backed Securities Trust 2004-FRE1

Cl. M-4, Upgraded to Aa1 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Upgrade

Cl. M-5, Upgraded to A1 (sf); previously on Jan 31, 2012 Ba3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-6, Upgraded to Ba2 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-7, Upgraded to Caa2 (sf); previously on Jan 31, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: MASTR Asset Backed Securities Trust 2004-HE1

Cl. M-3, Confirmed at A1 (sf); previously on Jan 31, 2012 A1 (sf)
Placed Under Review for Possible Downgrade

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

Cl. M-5, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Issuer: MASTR Asset Backed Securities Trust 2004-OPT2

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

Issuer: MASTR Asset Backed Securities Trust 2004-WMC1

Cl. M-1, Upgraded to Ba2 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Caa2 (sf); previously on Mar 11, 2011
Downgraded to C (sf)

Cl. M-3, Upgraded to Ca (sf); previously on Mar 11, 2011
Downgraded to C (sf)

Issuer: MASTR Asset Backed Securities Trust 2004-WMC3

Cl. M-1, Upgraded to A1 (sf); previously on Jan 31, 2012 A2 (sf)
Placed Under Review for Possible Upgrade

Cl. M-2, Upgraded to Ba3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Cl. M-3, Upgraded to Caa1 (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Cl. M-4, Upgraded to Ca (sf); previously on Jan 31, 2012 C (sf)
Placed Under Review for Possible Upgrade

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

Issuer: MASTR Asset Securitization Trust 2003-NC1

Cl. M-3, Upgraded to Baa1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

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

Cl. M-5, Upgraded to Caa3 (sf); previously on Jan 31, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283583

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


MAX CMBS: Moody's Withdraws Junk Ratings on Eight Note Classes
--------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of fourteen
classes of Notes issued by Max CMBS I, Ltd.

Moody's rating action is as follows:

Issuer: MAX CMBS I Ltd.

Cl. A-1, Withdrawn (sf); previously on Feb 23, 2012 Downgraded to
Ba1 (sf)

Issuer: MAX CMBS I Ltd., Series 2008-1

Cl. A-1, Withdrawn (sf); previously on Feb 23, 2012 Downgraded to
Ba1 (sf)

Cl. A-2A, Withdrawn (sf); previously on Feb 23, 2012 Downgraded to
Caa2 (sf)

Cl. A-2B, Withdrawn (sf); previously on Feb 23, 2012 Downgraded to
Caa2 (sf)

Cl. C, Withdrawn (sf); previously on Feb 23, 2012 Downgraded to
Caa3 (sf)

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

Cl. F, Withdrawn (sf); previously on Mar 2, 2011 Downgraded to
Caa3 (sf)

Cl. G, Withdrawn (sf); previously on Mar 2, 2011 Downgraded to
Caa3 (sf)

Cl. H, Withdrawn (sf); previously on Mar 2, 2011 Downgraded to
Caa3 (sf)

Cl. J, Withdrawn (sf); previously on Mar 26, 2010 Downgraded to
Caa3 (sf)

Cl. K, Withdrawn (sf); previously on Mar 2, 2011 Downgraded to Ca
(sf)

Cl. X-W, Withdrawn (sf); previously on Feb 22, 2012 Upgraded to
Ba3 (sf)

Cl. X-B, Withdrawn (sf); previously on Feb 22, 2012 Upgraded to
Ba3 (sf)

Cl. X-C, Withdrawn (sf); previously on Feb 22, 2012 Upgraded to
Ba3 (sf)

Ratings Rationale

Moody's has withdrawn the ratings for its own business reasons.


MERRILL LYNCH: Moody's Affirms 'C' Ratings on 3 Secs. Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Merrill Lynch Mortgage Trust 2005-MCP1, Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-1A, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

Cl. AM, Affirmed at Aaa (sf); previously on Oct 21, 2010 Confirmed
at Aaa (sf)

Cl. AJ, Affirmed at A2 (sf); previously on Oct 21, 2010 Downgraded
to A2 (sf)

Cl. B, Affirmed at Baa1 (sf); previously on Oct 21, 2010
Downgraded to Baa1 (sf)

Cl. C, Affirmed at Baa3 (sf); previously on Oct 21, 2010
Downgraded to Baa3 (sf)

Cl. D, Affirmed at Ba3 (sf); previously on Oct 21, 2010 Downgraded
to Ba3 (sf)

Cl. E, Affirmed at B3 (sf); previously on Oct 21, 2010 Downgraded
to B3 (sf)

Cl. F, Affirmed at Caa1 (sf); previously on Oct 21, 2010
Downgraded to Caa1 (sf)

Cl. G, Affirmed at Caa3 (sf); previously on Oct 21, 2010
Downgraded to Caa3 (sf)

Cl. H, Affirmed at C (sf); previously on Oct 21, 2010 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Oct 21, 2010 Downgraded
to C (sf)

Cl. K, Affirmed at C (sf); previously on Oct 21, 2010 Downgraded
to C (sf)

Cl. XP, Affirmed at Aaa (sf); previously on Jul 27, 2005
Definitive Rating Assigned Aaa (sf)

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

Ratings Rationale

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

Moody's rating action reflects a cumulative base expected loss of
5.2% of the current pooled balance compared to 5.5% at last
review. Moody's based expected loss plus cumulative realized
losses is 6.9% of the original pooled balance, which is the same
as at last review. Moody's provides a current list of base
expected losses for conduit and fusion CMBS transactions on
moodys.com at:

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

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

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 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 30 compared to 29 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 20, 2011.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 26% to $1.3 billion
from $1.7 billion at securitization. The Certificates are
collateralized by 102 mortgage loans ranging in size from less
than 1% to 9% of the pool, with the top ten loans representing 44%
of the pool. The pool no longer contains any loans with credit
estimates. The loan with a credit estimate at last review, the
Tharaldson Portfolio IIB Loan ($35 million -- 2.7% of the pool),
is now defeased. Currently six loans, representing 7% of the pool,
have been defeased and are collateralized with U.S. Government
Securities.

Twenty-eight 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.

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $27 million realized
loss (43% loss severity on average). The HSA Industrial Portfolio
I Loan was modified with a large principal forgiveness and the
total cumulative realized loss to certificate holders is currently
$53 million. Eight loans, representing 6% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Prium Office Portfolio Loan ($36 million - 2.8% of the
pool), which was originally secured by a portfolio of 11 office
buildings, totaling 342,000 SF, located throughout the state of
Washington. One of the properties was sold in 2006 and sale
proceeds remain in an escrow account. The loan was transferred to
special servicing in September 2010 after the borrower filed for
personal bankruptcy. The loan was recently modified, which
included a three year extension. Portfolio occupancy is 87% as of
April 24, 2012 with an average base rent of $17 per square foot.
The special servicer intends to return the loan to the master
servicer after monitoring for several months. Moody's is not
currently estimating a loss for this loan.

The remaining seven specially serviced loans are secured by a mix
of retail, multifamily and hotel properties. The servicer has
recognized an aggregate $10 million appraisal reduction for six of
the specially serviced loans. Moody's has estimated an aggregate
$15 million loss (33% expected loss on average) for seven of the
specially serviced loans.

Moody's has assumed a high default probability for 14 poorly
performing loans representing 11% of the pool and has estimated a
$22 million aggregate loss (16% expected loss based on a 50%
probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year
2011 operating results for 96% and 85% of the conduit,
respectively. The conduit portion of the pool excludes specially
serviced, troubled and defeased loans. Moody's weighted average
conduit LTV is 98% compared to 103% at Moody's prior review.
Moody's net cash flow reflects a weighted average haircut of 10%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 1.42X and 1.10X,
respectively, compared to 1.35X and 1.02X at last review. Moody's
actual DSCR is based on Moody's net cash flow (NCF) and the loan's
actual debt service. Moody's stressed DSCR is based on Moody's NCF
and a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 23% of the pool. The largest
conduit loan is the 711 Third Avenue Loan ($120 million -- 9.4% of
the pool), which is secured by a leasehold interest in a 551,000
SF Class B office building located in the Grand Central submarket
of New York City. The property was 85% leased as of December 2011
compared to 86% at last review. Although 2011 revenue increased
slightly, the property's ground rent payment increased by $1.7
million, which led to a slight decline in performance. The
property has minimal lease rollover in 2012 and 2013 (3%
combined), but 20% of the leases expire in 2014, which is the same
year as loan maturity. Moody's LTV and stressed DSCR are 113% and
0.86X, respectively, compared to 108% and 0.90X, at last review.

The second largest conduit loan is the Queen Ka'ahumanu Center
Loan ($90 million -- 7.0% of the pool), which is secured by the
borrower's interest in a 557,000 SF regional mall and a small
adjacent office building located in Kahulia, Hawaii. The mall is
anchored by Macy's and Sears. In-line occupancy increased to 88%
at 2011 year end compared to 72% at 2010 year end. Property
performance declined due to a $1 million increase in utility
expense. However, Moody's expects performance to improve in 2012
due to the increased in-line occupancy. The loan's original
maturity date was June 2010, but the loan has been extended to
June 2013. Moody's LTV and stressed DSCR are 112% and 0.82X,
respectively, compared to 110% and 0.83X at last review.

The third largest conduit loan is the ACP Woodland Park I Loan
($87 million - 6.8%), which is secured by three office buildings
located in Herndon, Virginia. The portfolio contains 479,000 SF.
Two of the buildings are fully leased, while the third is 85%
leased. Portfolio occupancy has improved to 95% at 2011 year end
from 83% at 2010 year end. Performance has been stable, but
Moody's expects it to improve in 2012 due to the increase in
overall occupancy. Moody's LTV and stressed DSCR are 101% and
.99X, respectively, compared to 100% and 1.0X at last review


MERRILL LYNCH: Moody's Cuts Rating on Class G Certs. to 'Ca(sf)'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes,
confirmed one class and affirmed 13 classes of Merrill Lynch
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2005-MKB2 as follows:

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

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

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

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

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

Cl. AJ, Downgraded to A2 (sf); previously on Jan 27, 2012
Downgraded to Aa2 (sf) and Remained On Review for Possible
Downgrade

Cl. B, Downgraded to Baa3 (sf); previously on Jan 27, 2012
Downgraded to A2 (sf) and Remained On Review for Possible
Downgrade

Cl. C, Downgraded to Ba2 (sf); previously on Jan 27, 2012
Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

Cl. D, Downgraded to B2 (sf); previously on Jan 27, 2012
Downgraded to Ba2 (sf) and Remained On Review for Possible
Downgrade

Cl. E, Downgraded to B3 (sf); previously on Jan 27, 2012
Downgraded to Ba3 (sf) and Remained On Review for Possible
Downgrade

Cl. F, Downgraded to Caa3 (sf); previously on Jan 27, 2012
Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade

Cl. G, Downgraded to Ca (sf); previously on Jan 27, 2012
Downgraded to Caa2 (sf) and Remained On Review for Possible
Downgrade

Cl. H, Affirmed at C (sf); previously on Jan 27, 2012 Downgraded
to C (sf)

Cl. J, Affirmed at C (sf); previously on Feb 9, 2011 Downgraded to
C (sf)

Cl. K, Affirmed at C (sf); previously on Feb 9, 2011 Downgraded to
C (sf)

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

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

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

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

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

Cl. XC, Confirmed 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 primarily to higher expected losses from
troubled and specially-serviced loans, as well as the increased
risk of interest shortfalls resulting from future appraisal
reductions and the modification of specially-serviced loans. The
largest loan in the pool, the DeSoto Square Mall Loan, is in
special servicing and continues to be a major source of risk for
the pool. The loan is discussed in greater detail below.

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

The rating of the WAC IO Class, Class XC, is consistent with the
expected credit performance of its referenced classes and thus is
confirmed. The rating of the PAC IO Class, Class XP, is consistent
with the expected credit performance of its referenced classes and
thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of
approximately 12% 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 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 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 27, the same as at Moody's prior review.

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

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through a review
utilizing MOST(R)(Moody's Surveillance Trends) Reports and a
proprietary program that highlights significant credit changes
that have occurred in the last month as well as cumulative changes
since the last full transaction review. On a periodic basis,
Moody's also performs a full transaction review that involves a
rating committee and a press release. Moody's prior transaction
review is summarized in a press release dated January 27, 2012.

DEAL PERFORMANCE

As of the April 12, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $825 million
from $1.1 billion at securitization. The Certificates are
collateralized by 73 mortgage loans ranging in size from less than
1% to 8% of the pool, with the top ten loans (excluding
defeasance) representing 41% of the pool. There are no loans with
investment grade credit estimates. Five loans, representing
approximately 20% of the pool, are defeased and are collateralized
by U.S. Government securities.

Ten loans, representing 7% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Three loans have liquidated from the pool, resulting in an
aggregate realized loss of $11.1 million (57% average loan loss
severity). Currently, ten loans, representing 22% of the pool, are
in special servicing. The largest specially serviced loan is the
DeSoto Square Mall loan ($62 million -- 8% of the pool). The loan
is secured by a 578,000 square foot regional mall located in South
Bradenton, Florida. Dillard's, one of four anchors, closed its
store at the mall in Q4 2009. As of August 2011, total and inline
occupancy were 76% and 70%, respectively. Simon Property Group is
the sponsor. The loan transferred to special servicing in January
2011 due to significant declines in performance and imminent
monetary default. The loan is now 90+ days delinquent. A property
and/or note sale is expected. The timing and magnitude of
anticipated losses from the disposal of this asset remain
uncertain. The servicer on March 6, 2012 took an appraisal
reduction of $16 million on the loan, causing interest shortfalls.
Moody's expects additional interest shortfalls to occur in
connection with the resolution of the DeSoto Square Mall loan.

Moody's has estimated an $78.6 million loss (44% expected loss)
for the specially serviced loans.

Moody's has assumed a high default probability for four poorly-
performing loans representing 3% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $3 million loss
(30% 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 89% of the performing pool,
respectively. Excluding troubled loans, Moody's weighted average
LTV is 87%, the same as at Moody's last full review. Moody's net
cash flow reflects a weighted average haircut of 11% to the most
recently available net operating income. Moody's value reflects a
weighted average capitalization rate of 9.2%

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.55X and 1.21X, respectively, compared to 1.49X and 1.18X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three performing loans represent 17% of the pool. The
largest loan is the Emerald Point Apartments Loan ($48 million --
6% of the pool). The loan is secured by an 863-unit Class B, two-
story garden apartment complex situated near military facilities
in Virginia Beach, Virginia. The property was 93% leased as of
June 2011. Cash flow increased throughout 2010 and overall
performance appears to be slowly and steadily improving, in line
with overall expectations for the Virginia Beach multifamily
market. Moody's current LTV and stressed DSCR are 73% and 1.30X,
respectively, compared to 73% and 1.29X at last review.

The second-largest loan is the Sun Communities -- Indian Creek
Loan ($47 million -- 6% of the pool). The loan is secured by an
age-restricted (55+), 1,532-unit RV resort community located in
Fort Myers Beach, Florida. The property was 92% leased as of June
2011, the same as the prior year. Cash flow has been stable or
increasing since securitization. Moody's current LTV and stressed
DSCR are 69% and 1.30X, respectively, compared to 69% and 1.29X at
last review.

The third largest loan is the 400 Industrial Avenue Loan ($43
million -- 5% of the pool). The loan is secured by a one million
square foot distribution complex comprised of three buildings
located in Cheshire, Connecticut. Bozzuto's, Inc., a wholesale
grocery distributor, is the sole tenant under a triple-net lease
that expires in 2030. Moody's current LTV and stressed DSCR are
72% and, 1.35X respectively, compared to 72% and 1.34X at last
review.


MORGAN STANLEY: Fitch Affirms Rating on 2 Cert. Classes at 'Dsf'
----------------------------------------------------------------
Fitch Ratings has affirmed four classes of Morgan Stanley Dean
Witter Capital I Inc.'s commercial mortgage pass-through
certificates, series 2000-LIFE1.

The affirmations are due to sufficient credit enhancement after
consideration for both the defeased loan and expected losses from
the specially serviced loan.  As of the April 2012 distribution
date, the pool's certificate balance has been reduced by 97.2%
(including 4.6% in realized losses) to $19.5 million from $689
million at issuance.  The pool is concentrated, with only six
loans remaining.  One loan (24%) has been defeased.  There is
currently one specially serviced loan (52.5%) in the pool.
Interest shortfalls are affecting classes K through M.

The specially serviced loan (52.5%) is secured by 136,213 square
foot office building located in Columbus, OH.  The loan was
transferred to special servicing in January 2011 due to maturity
default.  The special servicer is pursuing foreclosure.

Fitch affirms the following classes as indicated:

  -- $11.8 million class H at 'CCCsf'; RE 100%;
  -- $6.9 million class J at 'Csf'; RE 85%;
  -- $0.8 million class K at 'Dsf'; RE 0%;
  -- Class L at 'Dsf'; RE 0%.

Classes A-1, A-2 and B through G have paid in full. Fitch does not
rate classes G or M.  The rating on class X has previously been
withdrawn.


MORGAN STANLEY: Fitch Affirms Rating Cl. N Certificates at 'CCCsf'
------------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Morgan Stanley Dean
Witter Capital I Trust commercial mortgage pass through
certificates, series 2002-IQ2.

The affirmations are due to sufficient credit enhancement after
consideration for both the defeased loan and expected losses from
the specially serviced loan.  As of the April 2012 distribution
date, the pool's certificate balance has been reduced by 85.6%
(including 0.39% in realized losses) to $112.3 million from $778.6
million at issuance.  One loan (36.1%) has been defeased.

There is currently one specially serviced loan (1.9%) in the pool.
Fitch expects the losses associated with the specially serviced
loan to be absorbed by the unrated class O.  Interest shortfalls
are affecting class O.

The specially serviced asset (1.9%) in the pool is secured by
Meadowbrook Village, a 36,810 retail property located in York, PA.
The property was foreclosed upon in December 2009.  A sales
contract is currently under negotiation and the special servicer
expects the sale to close by early 2013.

Fitch affirms the following classes as indicated:

  -- $24.8 million class B at 'AAAsf'; Outlook Stable;
  -- $24.3 million class C at 'AAAsf'; Outlook Stable;
  -- $7.8 million class D at 'AAAsf'; Outlook Stable;
  -- $7.8 million class E at 'AAAsf'; Outlook Stable;
  -- $7.8 million class F at 'AAAsf'; Outlook Stable;
  -- $5.8 million class G at 'AAAsf'; Outlook Stable;
  -- $9.7 million class H at 'AAsf'; Outlook Stable;
  -- $5.8 million class J at 'Asf'; Outlook Stable;
  -- $3.9 million class K at 'BBB-sf'; Outlook Stable;
  -- $3.9 million class L at 'B+sf'; Outlook Stable;
  -- $2.9 million class M at 'Bsf'; Outlook Stable;
  -- $2.9 million class N at 'CCCsf'; RE 100%.

Classes A-1 through A-4 and X-2 have paid in full.  Fitch does not
rate class O.  The rating on class X-1 has previously been
withdrawn.


MORGAN STANLEY: Moody's Cuts Rating on Cl. M Certificates to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes,
upgraded one class and affirmed two classes of Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ as follows:

Cl. J, Upgraded to Ba1 (sf); previously on Jun 24, 2011 Downgraded
to Ba3 (sf)

Cl. K, Affirmed at B2 (sf); previously on Jun 24, 2011 Downgraded
to B2 (sf)

Cl. L, Downgraded to Caa3 (sf); previously on Jun 24, 2011
Downgraded to Caa1 (sf)

Cl. M, Downgraded to C (sf); previously on Jun 24, 2011 Confirmed
at Caa3 (sf)

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

Cl. X-1, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Ratings Rationale

The upgrade of Class J is due to the significant increase in
subordination due to loan payoffs and amortization. The pool has
paid down by 93% since Moody's last review

The downgrades of Classes L, M and N are due to higher expected
losses for the pool resulting from realized and anticipated losses
from specially serviced loans. The WAC IO Class, Class X-1, is
downgraded based on the expected credit performance of its
referenced classes.

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
38.9% of the current balance. At last review, Moody's cumulative
base expected loss was 2.8%. The current base expected loss is in-
line with last review on a dollar basis, but represents a
significant larger percentage of the outstanding balance because
of paydowns that have occured since last review. Moody's provides
a current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at:

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

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

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

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

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

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.61 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.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3 compared to 5 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 two sets of
quantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated June 24, 2011.

DEAL PERFORMANCE

As of the April 16, 2012 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $26.0
million from $845.9 million at securitization. The Certificates
are collateralized by five mortgage loans ranging in size from
less than 6% to 55% of the pool.

Two loans have been liquidated from the pool (with greater than
one percent loss severity), resulting in an aggregate realized
loss of $11.1 million (85% loss severity overall). Four loans,
representing 81% of the pool, are currently in special servicing.


The largest specially serviced loan is the Armstrong Corporate
Park 2 & 4 Loan ($14.2 million - 54.8% of the pool), which is
secured by a 152,000 square foot (SF) office complex located in
Shelton, Connecticut. The loan transferred to special servicing in
May 2011 due to monetary default and the special servicer began
foreclosure in June 2011. The property was 65% leased as of
November 2011, with 58% of the net rentable area (NRA) expiring
within the next two years.

The second largest specially serviced loan is The Offices at
Grapevine Loan ($4.7 million - 18.0% of the pool), which is
secured by a 50,000 SF suburban office property located in
Grapevine, Texas. The loan transferred to special servicing in
July 2011 due to monetary default. The special servicer granted a
12-month forbearance, extending the maturity through November
2012. The property was 100% leased to three tenants as of December
2011. Moody's did not assume a loss on this loan.

The third largest specially serviced loan is the Hampton
Professional Park Loan ($3.3 million - 12.6% of the pool), which
is secured by a 61,000 SF suburban office property located in
Hampton, Virginia. The loan transferred to special servicing in
February 2012 due to imminent maturity default. The borrower and
special servicer are currently negotiating a workout. The property
was 69% leased as of January 2012, with 36% of the NRA expiring
within the next two years.

The master servicer has recognized an aggregate $2.5 million
appraisal reduction for two of the specially serviced loans.
Moody's has estimated an aggregate $10.0 million loss (52%
expected loss on average) for the three of the specially serviced
loans.

As of the most recent remittance date, the pool has experienced
cumulative interest shortfalls totaling $979 thousand and
affecting Classes O through M. Moody's anticipates that the pool
will continue to experience interest shortfalls caused by
specially serviced loans. Interest shortfalls are caused by
special servicing fees, including workout and liquidation fees,
appraisal subordinate entitlement reductions (ASERs),
extraordinary trust expenses and non-advancing by the master
servicer based on a determination of non-recoverability.

Moody's was provided with full and partial year 2011 operating
results for 80% of the pool. Excluding specially serviced loans,
Moody's weighted average LTV is 73% compared to 74% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 14% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 9.9%.

Excluding specially serviced loans, Moody's actual and stressed
DSCRs are 1.18X and 1.57X, respectively, compared to 1.46X and
1.53X 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 performing conduit loan is the Taft Corners Loan ($2.1 million
-- 8.2% of the pool), which is secured by a 40,000 SF retail
property located in Williston, Vermont. The property is 100%
leased to Bed, Bath and Beyond through December 2023. Moody's LTV
and stressed DSCR are 46% and 2.29X, respectively, compared to 44%
and 2.38X at last review.


MORGAN STANLEY: Fitch Lowers Ratings on 3 Cert. Classes to 'Csf'
----------------------------------------------------------------
Fitch Ratings has downgraded eight classes and affirmed 10 classes
of Morgan Stanley Capital I Trust's (MSCI) commercial mortgage
pass-through certificates, series 2005-HQ5 due to increased loss
expectations on the specially serviced loans and further
deterioration of loan performance.

Fitch modeled losses of 4.7% of the remaining pool; expected
losses on the original pool balance total 4.4%, including losses
already incurred.  The pool has experienced $17.5 million (1.1% of
the original pool balance) in realized losses to date.  Fitch has
designated 32 loans (35.2%) as Fitch Loans of Concern, which
includes eight specially serviced assets (5.8%).

As of the April 2012 distribution date, the pool's aggregate
principal balance has been reduced by 31% to $1.05 billion from
$1.52 billion at issuance.  Per the servicer reporting, four loans
(12.4% of the pool) have defeased since issuance.  Interest
shortfalls totaling $2.37 million are currently affecting classes
J through Q.

The three largest contributors to modeled losses are all specially
serviced assets.  The largest contributor to modeled losses is a
real estate-owned (REO) retail center (0.9% of the pool) located
in Las Vegas, NV.  The approximately 65,000 square foot (sf) asset
transferred to special servicing in January 2009 for imminent
default.

The next largest contributor to modeled losses is a REO unanchored
retail strip center (0.7% of the pool) located in Lake Buena
Vista, FL. The 33,125 sf property transferred to special servicing
in 2009 for monetary default and foreclosed in 2010.

The third largest contributor to modeled losses is a vacant former
Borders located in Pasadena, CA (1% of the pool).  The 40,000 sf
single tenant property transferred to special servicing in early
2011 for monetary default after Borders liquidated and closed
their stores.

Fitch downgrades the following classes and assigns or revises
Rating Outlooks and Recovery Estimates (RE) as indicated:

  -- $17.1 million class E to 'BBBsf' from 'Asf'; Outlook Stable;
  -- $15.2 million class F to 'BBsf' from 'BBBsf'; Outlook Stable;
  -- $15.2 million class G to 'Bsf' from 'BBsf'; Outlook to
     Negative from Stable;
  -- $13.3 million class H to 'CCCsf' from 'Bsf'; RE 100%;
  -- $21 million class J to 'CCsf' from 'CCCsf'; RE 0%;
  -- $5.7 million class K to 'Csf' from 'CCCsf'; RE 0%;
  -- $5.7 million class L to 'Csf' from 'CCCsf'; RE 0%;
  -- $5.7 million class M to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes as indicated:

  -- $19.5 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $33.5 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $711.3 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $112.4 million class A-J at 'AAAsf'; Outlook Stable;
  -- $30.5 million class B at 'AAsf'; Outlook Stable;
  -- $19 million class C at 'AA-sf'; Outlook Stable;
  -- $15.2 million class D at 'A+sf'; Outlook Stable;
  -- $3.8 million class N at 'Csf'; RE 0%;
  -- $1.9 million class O at 'Csf'; RE 0%;
  -- $3.8 million class P at 'Csf'; RE 0%.

The class A-1 and A-2 certificates have paid in full.  Fitch does
not rate the class Q certificates. Fitch previously withdrew the
ratings on the interest-only class X-1 and X-2 certificates.


MORGAN STANLEY: S&P Lowers Ratings on 2 CMBS Classes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage-backed securities (CMBS) pass-
through certificates from Morgan Stanley Capital I Inc.'s series
2005-RR6 (MSC 2005-RR6), a U.S. CMBS resecuritized real estate
mortgage investment conduit (re-REMIC) transaction, and removed
them from CreditWatch with negative implications. "At the same
time, we affirmed our ratings on classes A-2FX and A-2FL and
removed them from CreditWatch with negative implications.
Subsequently, we withdrew our ratings on classes A-2FX and A-2FL
after the transaction paid the principal balance in full," S&P
said.

"The downgrades reflect our analysis of the transaction's
liability structure and the credit characteristics of the
underlying collateral using our global collateralized debt
obligations (CDOs) of pooled structured finance assets criteria.
We also considered the transaction's exposure to underlying CMBS
collateral that we have downgraded. The downgraded collateral
securities are from eight transactions and total $67.1 million
(24.6% of the total asset balance)," S&P said.

"The global CDOs of pooled structured finance assets criteria
include revisions to our assumptions on correlations, recovery
rates, and the collateral's default patterns and timings. The
criteria also include supplemental stress tests (largest obligor
default test and largest industry default test) in our analysis,"
S&P said.

"The downgrades also reflect our analysis following interest
shortfalls to the transaction. We also considered the potential
for additional classes to experience interest shortfalls in the
future," S&P said.

"According to the April 24, 2012, trustee report, cumulative
interest shortfalls to the transaction totaled $3.6 million
affecting class B and the classes subordinate to it. The interest
shortfalls were the result of interest shortfalls on 12 of the
underlying CMBS transactions primarily due to the master
servicer's recovery of prior advances, appraisal subordinate
entitlement reductions (ASERs), servicers' nonrecoverability
determinations for advances, and special servicing fees. We
lowered our ratings on classes E and F to 'D (sf)' due to interest
shortfalls that we expect will continue for the foreseeable
future. If the interest shortfalls to MSC 2005-RR6 continue,
we will evaluate the shortfalls and may take further rating
actions as we determine appropriate," S&P said.

"According to the April 24, 2012, trustee report, 58 CMBS classes
($273.1 million, 100%) from 39 distinct transactions issued
between 1996 and 2005 collateralize MSC 2005-RR6," S&P said. S&P's
analysis of MSC 2005-RR6 reflected the transaction's exposure to
these CMBS certificates that it has downgraded:

  * PNC Mortgage Acceptance Corp.'s series 2000-C2 (classes J and
    K; $14.2 million, 5.2%);

  * Morgan Stanley Capital I Trust 2005-HQ5 (class J; $10.0
    million, 3.7%); and

  * LB-UBS Commercial Mortgage Trust 2000-C5 (classes G and F;
    $9.0 million, 3.3%).

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Morgan Stanley Capital I Inc.
Commercial mortgage-backed securities pass-through certificates
series 2005-RR6
                  Rating
Class     To                     From
A-3FX     BBB- (sf)              A (sf)/Watch Neg
A-3FL     BBB- (sf)              A (sf)/Watch Neg
A-J       B- (sf)                BBB (sf)/Watch Neg
B         CCC- (sf)              BB- (sf)/Watch Neg
C         CCC- (sf)              B (sf)/Watch Neg
D         CCC- (sf)              B- (sf)/Watch Neg
E         D (sf)                 CCC- (sf)/Watch Neg
F         D (sf)                 CCC- (sf)/Watch Neg

RATINGS AFFIRMED, REMOVED FROM CREDITWATCH, AND WITHDRAWN

Morgan Stanley Capital I Inc.
Commercial mortgage-backed securities pass-through certificates
series
2005-RR6
                  Rating
Class     To      Interim        From
A-2FX     NR      A (sf)         A (sf)/Watch Neg
A-2FL     NR      A (sf)         A (sf)/Watch Neg

NR-Not rated.


MORGAN STANLEY: Moody's Affirms Junk Ratings on 2 CMBS Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four pooled
classes and affirmed the ratings of two rake (non-pooled) classes
of Morgan Stanley Mortgage Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-XLF. Moody's rating action
is as follows:

Cl. A-2, Upgraded to Aaa (sf); previously on May 12, 2010
Downgraded to Aa3 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on May 12, 2010 Downgraded
to A2 (sf)

Cl. C, Upgraded to A3 (sf); previously on May 12, 2010 Downgraded
to Baa1 (sf)

Cl. D, Upgraded to Baa2 (sf); previously on May 12, 2010
Downgraded to Baa3 (sf)

Cl. M-HRO, Affirmed at Caa2 (sf); previously on May 12, 2010
Downgraded to Caa2 (sf)

Cl. N-HRO, Affirmed at Caa3 (sf); previously on May 12, 2010
Downgraded to Caa3 (sf)

Ratings Rationale

The upgrades are due to build up of credit support due to loan
payoffs, partial loan pay downs and anticipated loan payoffs in
the near future. 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 rates pooled classes A-2, B, C and D, and non-pooled
(rake) classes M-HRO and N-HRO that are tied to the HRO Hotel
Portfolio Loan, the second largest loan in the pool. Moody's does
not rate pooled classes E, F, G, H and J, and they act as
additional credit support for the more senior 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 principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.3. 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.

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 27, 2011.

DEAL PERFORMANCE

As of the April 16, 2012 Payment Date, the transaction's aggregate
certificate balance has decreased to $396 million from $1.37
billion at securitization due to loan pay offs, partial loan pay
downs, and the liquidation of Babcock Ranch Loan. The largest
three loans account for 83% of the pooled balance and the pool's
herf is 3.6. The pool composition includes hotel properties (77%
of the pooled balance) and office properties (23%).

The largest loan is the Crowne Plaza Times Square Loan ($141
million -- 37% of pooled balance) secured by leasehold interests
in a 770-key, full service hotel located at 49th Street and
Broadway in the Times Square area of New York, NY. In addition to
the hotel rooms, loan collateral includes approximately 180,328
square feet of office space, 42,121 square feet of retail space
and a 159-car parking garage. As of December 2011 the commercial
component was 100% occupied. The commercial component contributes
approximately 11% of total gross revenue and approximately $5.7
million of net income. The hotel component showed significant
improvement in performance in 2011. Revenue per available room
(RevPAR), calculated by multiplying the average daily rate by the
occupancy rate for 2011 was $258.75, a 7% increase from $241.07 in
2010. Net Operating Income in 2011 was $21.0 million, up 33% from
$15.8 million achieved in 2010.

This loan is currently in special servicing (CT Investment
Management Co., LLC) but has been modified and is pending return
to master servicer (Midland Loan Services). As part of the
modification and extension, the final maturity has been extended
to December 9, 2013, with a one-year extension option when certain
conditions are met. The senior participation was reduced by $10
million, and will continue to receive $3 million/year amortization
during the extension period. Moody's LTV for the pooled debt is
68% and Moody's stressed DSCR is 1.59X. Moody's current credit
estimate is Ba2 compared to B2 at last review.

The HRO Hotel Portfolio Loan ($131 million -- 34% of pooled
balance plus $13 million of rakes) is secured by five full-service
hotels totaling 1,910 keys. The loan has paid down approximately
14% since securitization due to the release of two properties, the
Sheraton College Park (205 rooms) and the Sheraton Danbury (242
rooms). The $144 million whole loan includes non-pooled trust debt
of $13 million, certificate Classes M-HRO and N-HRO. The five
remaining hotels are branded as Westin, Sheraton, Hilton and
Marriott. The portfolio's net cash flow for 2011 was $7.6 million,
up from $4.0 million achieved in 2010. Although the in-place net
cash flow may not be sufficient to support Moody's stabilized
value, the portfolio's performance should track the general
improvement in the lodging sector over the foreseeable future. The
loan was modified and extended through October 2012, and returned
to master servicer. Moody's LTV for the pooled debt is 95% and
Moody's stressed DSCR is 0.56X, similar to last review. Moody's
current credit estimate is Caa1, same as last review.

The New Boston Office Portfolio Loan ($47 million -- 12% of pooled
balance) is secured by five office and office/R&D properties
located in the Boston, Massachusetts area. Three properties have
been released since securitization resulting in a 33% pay down of
the trust balance. The $65 million whole loan includes a non-trust
junior participation with a current outstanding balance of
approximately $18 million. The final maturity date was in February
2012; however, a six-month extension was agreed so that the
borrower may complete additional asset sales, and repay the loan.
If certain conditions are met, another six month extension option
is available. Moody's LTV for the pooled debt is 84% and Moody's
stressed DSCR is 1.25X, same as last review. Moody's current
credit estimate is B2, the same as last review. Moody's
anticipates a full payoff of the loan by the modified/extended
final maturity date.

There are currently three loans (Crown Plaza Times Square, New
Boston Office Portfolio, New World Tower) in special servicing;
however, all three loans have been modified and are pending return
to master servicer.

Moody's pooled trust loan to value (LTV) ratio is 85% compared to
92% at last review. Moody's stressed debt service coverage ratio
(DSCR) for the pooled trust is at 1.09X compared to 0.98X at last
review.

The transaction has had cumulative losses to date of approximately
$51.8 million, affecting pooled classes J ($10.0 million), K
($20.6 million) and L ($21.1 million), and non-pooled (rake)
classes M-JPM ($2,867), N-HRO ($39,483) and N-STR ($17). Pooled
classes K and L suffered 100% losses. Interest shortfalls affect
pooled classes J ($15,541) and L ($13,708) and non-pooled (rake)
class N-HRO ($11). In addition, total outstanding advances made by
the servicer as of the date totals $153,744.


MYTHEN LTD: Moody's Assigns 'B2' Rating to $250MM Class H Notes
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
three classes of notes (collectively the "Notes") issued by Mythen
Ltd. (the "Issuer") following a review of final documents. These
ratings are consistent with, and replace, the provisional ratings
assigned on April 25, 2012. The following definitive ratings have
been assigned:

U.S. $50,000,000 Series 2012-1 Class A Principal At-Risk Variable
Rate Notes due May 7, 2015 (the "Class A Notes"), Definitive
Rating Assigned Ba3 (sf);

U.S. $100,000,000 Series 2012-1 Class E Principal At-Risk Variable
Rate Notes due May 7, 2015 (the "Class E Notes"), Definitive
Rating Assigned Ba3 (sf); and

U.S. $250,000,000 Series 2012-1 Class H Principal At-Risk Variable
Rate Notes due May 7, 2015 (the "Class H Notes"), Definitive
Rating Assigned B2 (sf).

Moody's bases its ratings of the Notes primarily on the expected
loss posed to noteholders. The ratings reflect the risks relating
to certain U.S. hurricane and European windstorm events that occur
in the covered areas during the three annual risk periods, the
transaction's legal structure, the credit strength of the risk
transfer counterparty and the underlying collateral.

Ratings Rationale

Mythen Ltd., a Cayman Islands exempted company, is a catastrophe
bond program sponsored by Swiss Reinsurance Company Ltd. ("Swiss
Re") that provides fully collateralized coverage against certain
U.S. hurricane and European windstorm event losses during the
three annual risk periods beginning on May 3, 2012 and ending on
May 3, 2015. The Notes will be the program's first issuance.

The three classes of notes have its own separate risk exposures
and trigger mechanism. The Class A Notes provide protection to
Swiss Re for U.S. hurricane events, on a per occurrence basis and
based upon industry loss estimates by Property Claim Services
("PCS") for a three-year risk period. The Class E Notes provide
protection to Swiss Re for second and subsequent U.S. hurricane
events for three one-year risk periods, on a per occurrence basis
and based upon industry loss estimates by PCS. The qualifying
hurricane event must occur first during any given one-year risk
period in order to activate the protection against certain
hurricanes for the remaining one-year risk period. Finally, the
Class H Notes provide coverage for a three-year period to Swiss Re
against two perils: 1) European windstorms on a per occurrence
basis and based upon PERILS' industry loss estimates and 2) second
and subsequent U.S. hurricane events on a per occurrence basis and
based upon PCS's industry loss estimates. For the hurricane
component, the qualifying hurricane event needs to occur only once
during the three-year risk period to activate the protection
against certain U.S. hurricanes.

The initial underlying collateral securing the Notes is the
unsecured notes issued by the International Bank for
Reconstruction and Development, which may redeem its notes at par
on any coupon payment date after the first year. The issuer will
use three separate collateral accounts to segregate the collateral
for each class of notes respectively.

Moody's bases its quantitative analysis of the transaction
primarily on the risk analysis performed by AIR Worldwide, the
calculation agent. Taking the exceedance probability curves
generated and provided by AIR for the covered events in the
covered areas as direct inputs to Moody's cash-flow model, Moody's
simulated the occurrence of the covered events, determined whether
the calculated index value exceeded the trigger level and losses
to the notes had occurred, and calculated the expected loss to the
noteholders. Moody's used the following trigger, exhaustion and
activation levels in its analysis for the ratings:

Class A Notes

Trigger: 830
Exhaustion: 1085

Class E Notes

Trigger: 161
Exhaustion: 200
Activation: 182

Class H Notes

Hurricane Trigger: 329
Hurricane Exhaustion: 376
Hurricane Activation: 350
Windstorm Trigger: 594
Windstorm Exhaustion: 759

Moody's conducted both qualitative and quantitative analysis when
analyzing the counterparty and collateral default risks.

V SCORE

The V Score for this transaction is Medium/High, driven by
Performance Variability and Analytic Complexity. While there
exists more than 100 years of US hurricane occurrence data and
more than 60 years of European windstorm occurrence data, future
events or the magnitude of loss caused by such events are
difficult to predict or forecast. It is uncertain whether historic
performance data is a good indicator of future performance. The
analytical complexity of modeling hurricane risks also adds to
uncertainty and variability around the modeled parameters.

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.

Parameter Sensitivity

For parameter sensitivity, Moody's analyzed scenarios stressing
the key model input assumption to determine the potential model-
indicated ratings impact. The key model input is the exceedance
probability and the associated PCS or PERILS index values. Moody's
increased such index values by 10% and 20% for US hurricanes and
Europe Windstorms. Using such, the model-indicated rating output
for the Notes did not change.

Parameter Sensitivities provide a quantitative, model-indicated
calculation of the number of notches that a Moody's-rated
structured finance security may vary if certain input parameters
used in the initial ratings process differed. The analysis assumes
that the deal has not aged. Parameter Sensitivities do not measure
how the rating of the security might migrate over time, but
rather, how the initial rating of the security might differ as
certain key parameters vary. Parameter Sensitivities only reflect
the ratings impact of each scenario from a quantitative/model-
indicated standpoint. Moody's takes qualitative factors into
consideration in the ratings process, so the actual ratings
Moody's assigns in each case could vary from the information
presented above.

Principal Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Catastrophe Bonds Updated" published in January
2004.


NAVISTAR INTERNATIONAL: S&P Keeps 'BB-' Issuer Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, and C notes from Navistar Financial Dealer Note Master
Owner Trust's series 2009-1.

"The affirmations reflect our views regarding the trust's
continued strong performance and future collateral performance, as
well as the existing credit enhancement and structure of each
transaction. The affirmations also reflect the current rating on
the manufacturer, Navistar International Corp. (BB-/Stable/NR) and
the various concentration limits in the pool to help maintain
diversity. Furthermore, our analysis incorporates secondary credit
factors, such as credit stability, payment priorities under
various scenarios, and sector and issuer-specific analysis," S&P
said.

"Our view is that the credit support for each class is sufficient
to withstand the related stress scenarios for dealer defaults,
loss severity, dealer concentrations, and payment rates at each
rating category," S&P said.

As of the April distribution date, the trust reported no losses.
Payment rates remained very strong, averaging more than 43% since
series 2009-1 was issued. The early amortization payment rate
trigger is at 16%.

Credit support is 29.76% for the class A notes, 24.25% for the
class B notes, and 18.00% for the class C notes, all as a
percentage of the collateral balance. Overcollateralization, a
spread account, and subordination for the class A and class B
notes provide credit support. The transaction's expected maturity
date is in October 2012, although the legal final maturity is
October 2015.

"We will continue to monitor the performance of the trust to
assess whether the credit enhancement available remains
sufficient, along with other factors, in our view, to support the
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 AFFIRMED

Navistar Financial Dealer Note Master Owner Trust
Series 2009-1

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


NOMURA ASSET: Fitch Affirms 'BBsf' Rating on $37.2MM B-3 Certs.
---------------------------------------------------------------
Fitch Ratings affirms Nomura Asset Securities Corp.'s commercial
mortgage pass-through certificates, series 1998-D6.

The affirmations are due to stable pool performance.  Fitch
modeled losses of 2.74% of the original pool balance (includes
losses realized to date) based on updated cashflows provided by
the servicer.  Additionally, no loans are delinquent or in special
servicing.

As of the April 2012 distribution date, the pool has paid down
71.9% to $1.05 billion from $3.7 billion at issuance and
approximately 54.7% of the transaction has defeased. Fitch has
identified 21 Loans of Concern (7.8%).

Fitch affirms the following classes as indicated:

  -- $91.9 million class A-1C at 'AAAsf'; Outlook Stable;
  -- $223.4 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $204.7 million class A-3 at 'AAAsf'; Outlook Stable;
  -- $167.5 million class A-4 at 'AAAsf'; Outlook Stable;
  -- $55.8 million class A-5 at 'AAAsf'; Outlook Stable; --$37.2
     million class B-2 at 'Asf'; Outlook to Stable;
  -- $37.2 million class B-3 at 'BBsf'; Outlook to Stable.

The $5.6 million class B-5 remains at 'Dsf/RE15%' and the fully
depleted class B-6 remains at 'Dsf/RE0%'.

Classes A-1A and A-1B have been paid in full.  Fitch does not rate
the interest-only class A-CS1, which has been paid in full; the
$158.2 million class B-1; the $65.1 million class B-4; the fully
depleted class B-7; or the fully depleted B-7H certificates.


NXT CAPITAL 2012-1: S&P Assigns 'BB' Rating on US$23.75MM E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to NXT
Capital CLO 2012-1 LLC's $257.25 million floating-rate notes.

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

The ratings reflect S&P's assessment of:

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

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

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

  * The diversified collateral portfolio, which consists primarily
    of middle-market 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 0.34%-12.25%," S&P said.

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

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS ASSIGNED

NXT Capital CLO 2012-1 LLC
Class               Rating        Amount
                                (mil. $)
A                   AAA (sf)       173.5
B                   AA (sf)         20.5
C (deferrable)      A (sf)          24.0
D (deferrable)      BBB (sf)        15.5
E (deferrable)      BB (sf)        23.75
Subordinated notes  NR            50.614

NR-Not rated.


OCTAGON INVESTMENT: Moody's Lifts Rating on B-2L Notes From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Octagon Investment Partners VII, Ltd.:

U.S.$16,500,000 Class A-3L Floating Rate Notes Due December 2,
2016, Upgraded to Aaa (sf); Previously on September 14, 2011
Upgraded to Aa1 (sf);

U.S.$22,750,000 Class B-1L Floating Rate Notes Due December 2,
2016, Upgraded to A1 (sf); Previously on September 14, 2011
Upgraded to A3 (sf);

U.S.$10,750,000 Class B-2L Floating Rate Notes Due December 2,
2016 (current outstanding balance of $10,252,587), Upgraded to
Baa3 (sf); Previously on September 14, 2011 Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the Class A-1L notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2011. Moody's notes that the Class
A-1L Notes have been paid down by approximately 43% or $86.4
million since the rating action in September 2011. Based on the
latest trustee report dated March 2012, the Senior Class A, Class
A, Class B1-L and Class B2-L overcollateralization ratios are
reported at 152.2%, 136.1%, 118.8% and 112.4%, respectively,
versus August 2011 levels of 132.1%, 123.1%, 112.6%, and 108.4%,
respectively. The weighted average rating factor is currently 2309
compared to 2303 in August 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 $212.6, no
defaulted par, a weighted average default probability of 13.3%
(implying a WARF of 2394), a weighted average recovery rate upon
default of 44.5%, and a diversity score of 46. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Octagon Investment Partners VII, Ltd., issued in September 2004,
is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans.

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

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

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:

Base WARF +20% (2873)

Class A-1L: 0
Class A-2L: 0
Class A-3L: 0
Class B-1L: -1
Class B-2L: -1

Base WARF -20% (1915)

Class A-1L: 0
Class A-2L: 0
Class A-3L: 0
Class B-1L: +3
Class B-2L: +3

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2013 and
2015 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Delevering: The main source of uncertainty in this transaction
is whether delevering from unscheduled principal proceeds will
continue and at what pace. Delevering may accelerate due to high
prepayment levels in the loan market and/or collateral sales by
the manager, which may have significant impact on the notes'
ratings. Moody's analyzed defaulted recoveries assuming the lower
of the market price and the recovery rate in order to account for
potential volatility in market prices.

2) 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.


RACE POINT VI: S&P Assigns 'BB' Rating to US$17.25MM Class E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Race Point VI CLO Ltd./Race Point VI CLO Corp.'s up to
$370.0 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 preliminary ratings are based on information as of May 1,
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 subordinated notes.

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

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

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

  * The portfolio manager's experienced management team.

  * "Our projections regarding the timely interest and ultimate
    principal payments on the preliminary rated notes, which we
    assessed using our cash flow analysis and assumptions
    commensurate with the assigned preliminary ratings under
    various interest-rate scenarios, including LIBOR ranging from
    0.34%-11.67%," S&P said.

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

  * The transaction's reinvestment overcollateralization test, a
    failure of which will lead to the reclassification of excess
    interest proceeds that are available prior to paying uncapped
    administrative expenses and fees, subordinated hedge
    termination payments, portfolio manager incentive fees, and
    subordinated note payments to principal proceeds for the
    purchase of additional collateral assets during the
    reinvestment period and to reduce the balance of the rated
    notes outstanding, sequentially, after the reinvestment
    period.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

Preliminary Ratings Assigned

Race Point VI CLO Ltd./Race Point VI CLO Corp.

Class                   Rating           Amount
                                       (mil. $)
X                       AAA (sf)           2.00
A                       AAA (sf)         243.00
B                       AA (sf)           60.00
C (deferrable)          A (sf)            28.50
D (deferrable)          BBB (sf)          19.25
E (deferrable)          BB (sf)           17.25
Subordinated notes      NR                44.00

NR-Not rated.


RAMP SERIES: Moody's Lowers Rating on Cl. M-I-1 Tranche to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches, upgraded the ratings of three tranches, confirmed the
ratings of seven tranches, and reinstated the rating of one
tranche from six RMBS transactions, backed by Subprime loans,
issued by Residential Asset Mortgage Products (RAMP) and
Residential Asset Securities Corporation (RASC) 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.

Moody's has also reinstated the rating on the Class A-1-4 tranche
issued by RAMP Series 2004-RS2 Trust, which was withdrawn on
December 20, 2011 due to an internal administrative error.

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).

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: RAMP Series 2003-RS8 Trust

A-I-6A, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

A-I-6B, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Confirmed at Baa2 (sf); previously on Jan 31,
2012 Baa2 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

A-I-7, Confirmed at Baa1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

A-I-8, Confirmed at Baa2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

M-I-2, Downgraded to C (sf); previously on Mar 30, 2011 Downgraded
to Ca (sf)

M-I-3, Downgraded to C (sf); previously on Mar 30, 2011 Downgraded
to Ca (sf)

M-II-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

M-II-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: RAMP Series 2004-RS1 Trust

A-I-6A, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

A-I-6B, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Confirmed at Ba2 (sf); previously on Jan 31,
2012 Ba2 (sf) Placed Under Review for Possible Downgrade*

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

A-I-7, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Downgrade

M-II-1, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

M-II-2, Downgraded to C (sf); previously on Mar 30, 2011
Downgraded to Ca (sf)

Issuer: RAMP Series 2004-RS2 Trust

Cl. A-I-4, Reinstated to Ba2 (sf)

Cl. A-I-5, Upgraded to Ba1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Upgrade

Cl. M-I-1, Upgraded to Caa2 (sf); previously on Jan 31, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

Cl. M-II-1, Upgraded to Ba3 (sf); previously on Mar 30, 2011
Downgraded to B1 (sf)

Issuer: RAMP Series 2004-RS4 Trust

Cl. M-I-1, Downgraded to C (sf); previously on Mar 30, 2011
Downgraded to Ca (sf)

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

Issuer: RASC Series 2003-KS3 Trust

Cl. A-I, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. A-II, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: Residential Asset Securities Corporation, Series 2002-KS2

Cl. A-I-5, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-I-6, Downgraded to Ba2 (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_SF283592

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


RAMPART CLO 2007: S&P Raises Rating on Class E Notes to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of notes from Rampart CLO 2007 Ltd., a collateralized loan
obligation (CLO) transaction backed by corporate loans. Stone
Tower Debt Advisors manages the transaction. "At the same time, we
affirmed our rating on one class from Metropolis II LLC's series
2010-3, a retranching of Rampart CLO 2007 Ltd.'s class A notes,"
S&P said.

"This transaction is currently in its reinvestment phase which
will continue until October 2014. 's rating actions reflect the
improved credit quality of the transaction's portfolio since our
January 2010 rating actions. According to the March 2012 trustee
report, the amount of defaulted assets held in the portfolio
decreased to $.28 million from $5.46 million reported in the
December 2009 trustee report, which we used for our January 2010
action. Due to 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.

"We based our rating on class E on the application of the largest
obligor default test, a supplemental stress test we introduced as
part of our September 2009 corporate criteria update," S&P said.

The affirmation reflects credit support commensurate with the
class' current rating level.

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATINGS RAISED

Rampart CLO 2007 Ltd.
                Rating
Class        To          From
A            AA+ (sf)    AA (sf)
B            AA (sf)     A+ (sf)
C            A (sf)      BBB+ (sf)
D            BBB (sf)    BB+ (sf)
E            B+ (sf)     CCC+ (sf)

RATING AFFIRMED

Metropolis II LLC
Series 2010-3
Class          Rating
A              AAA (sf)


RESIDENTIAL REINSURANCE: S&P Raises Class 2 Note Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on both the
Residential Reinsurance 2010 Ltd. Series 2010-I (Res Re 2010)
Class 2 notes and Residential Reinsurance 2011 Ltd. Series 2011-I
(Res Re 2011) Class 1 notes to 'BB-(sf)' from 'B+(sf)'.

"Residential Reinsurance is an ongoing natural peril catastrophe
bond program (since 1996) sponsored by United Services Automobile
Association (USAA). Simultaneous to these rating actions, we have
issued preliminary ratings on Residential Reinsurance 2012 Ltd.
Series 2012-I (Res Re 2012) Class 2012-3 and Class 2012-5 notes.
The preliminary rating on the Class 3 notes is 'BB-(sf)' and on
the Class 5 notes is 'BB(sf)'," S&P said.

"Since the issuance of the Res Re 2010 and 2011 notes, USAA has
decreased its exposure (in the covered portfolio) in Florida,
which we believe is highly prone to major hurricanes, while
increasing its exposure in the mid-Atlantic and northeast, which
we believe is less prone to major hurricanes. In addition, AIR
updated its model such that this year's hurricane peril is based
on location-level exposure data, whereas previous modeling of this
peril was based on zip-code-level aggregated exposure data," S&P
said.

"We base our ratings on the notes on the probability of attachment
in each year. Because we expect the actual results to differ from
the modeled results, we adjust the probability of attachment for
each class of notes in line with strengths and weaknesses
identified in the transaction, and then derive adjusted
probabilities of attachment for each class of notes. The
adjustment applied to the 2012 issuance was slightly less than
that applied in 2010 and 2011. As a result, the Res Re 2012 Class
3 notes, which have an attachment point of $2 billion, were
assigned a preliminary rating of 'BB-(sf)'. It is atypical for a
small decrease (or increase) to result in a ratings change," S&P
said.

"Based on the most recent reset reports, the updated attachment
point for Res Re 2010 Series 2010-2 is $2.036 billion, and for Res
Re 2011 Series 2011-1 is $2.027 billion. Because the attachment
point of the two existing series of notes is slightly higher than
the attachment point of the Res Re 2012 Class 3 notes, and they
are covering the same perils and insured properties and will
not attach unless a payment under the Res Re Class 3 notes is
triggered, all three notes should have the same rating," S&P said.

RATINGS LIST
Ratings Raised                       To          From
Residential Reinsurance 2010 Ltd.
  Series 2010-2 Class 2              BB-(sf)     B+(sf)

Residential Reinsurance 2011 Ltd.
  Series 2011-1 Class 1              BB-(sf)     B+(sf)

Preliminary Ratings Assigned
Residential Reinsurance 2012 Ltd.
  Series 2012-1 Class 3              BB-(sf)
  Series 2102-1 Class 5              BB(sf)


SAGAMORE CLO: Moody's Raises Ratings on Two Note Classes to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Sagamore CLO Ltd.:

U.S. $18,000,000 Class B Deferrable Note Rights Due 2015, Upgraded
to Aa1 (sf); previously on September 14, 2011 Upgraded to A2 (sf);

U.S. $16,000,000 Class C-1 Floating Rate Deferrable Note Rights
Due 2015, Upgraded to B1 (sf); previously on September 14, 2011
Upgraded to B3 (sf);

U.S. $500,000 Class C-2 Fixed Rate Deferrable Note Rights Due
2015, Upgraded to B1 (sf); previously on September 14, 2011
Upgraded to B3 (sf);

U.S. $5,000,000 Class 2 Participation Notes Due 2015 (current
rated balance of $2,384,942), Upgraded to Aa1 (sf); previously on
September 14, 2011 Upgraded to A1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the senior notes and an
increase in the transaction's overcollateralization ratios since
the rating action in September 2011. The Class A Notes have been
paid down by approximately 35% or $30 million since the last
rating action. Based on the latest trustee report dated April 2,
2012, the Class A, Class B, and Class C overcollateralization
ratios are reported at 167.28%, 132.68%, and 111.53%,
respectively, versus August 2011 levels of 154.74%, 127.57%, and
109.88%, respectively. The reported overcollateralization ratios
do not reflect the recent principal distribution of $14.4 million
to the Class A notes on April 16, 2012.

Additionally, Moody's notes that the underlying portfolio includes
a number of investments in securities that mature after the
maturity date of the notes, many of which are in CLO tranches with
speculative-grade ratings. Based on Moody's calculation, reference
securities that mature after the maturity date of the notes
currently make up approximately $21.5 million or 20.8% of the
underlying reference portfolio. These investments potentially
expose the notes to market risk in the event of liquidation at the
time of the notes' maturity.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $103.1 million,
defaulted par of $5.9 million, a weighted average default
probability of 17% (implying a WARF of 3247), a weighted average
recovery rate upon default of 51%, and a diversity score of 35.
The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Sagamore CLO Ltd., issued in October 2003, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

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

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

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

Moody's Adjusted WARF -- 20% (2600)

Class A-1: 0
Class A-2: 0
Class A-3: 0
Class B: +1
Class C-1: +1
Class C-2: +1
Class D: 0
Class 1: 0
Class 2: +1

Moody's Adjusted WARF + 20% (3897)

Class A-1: 0
Class A-2: 0
Class A-3: 0
Class B: -2
Class C-1: -1
Class C-2: -1
Class D: 0
Class 1: 0
Class 2: -1

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

Sources of additional performance uncertainties are described
below:

(1) Delevering: The main source of uncertainty in this transaction
is whether delevering from unscheduled principal proceeds will
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.


SAXON ASSET: Moody's Lowers Rating on Class BF-1 Tranche to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from Saxon Asset Securities Trust 1999-5, backed by
Subprime loans, issued by Saxon.

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.

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, 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.

Complete rating actions are as follows:

Issuer: Saxon Asset Securities Trust 1999-5

Cl. MF-2, Downgraded to B1 (sf); previously on Jan 31, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. BF-1, Downgraded to C (sf); previously on Mar 10, 2011
Confirmed at Ca (sf)

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF281628

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


SEAWALL SPC: S&P Cuts Rating on Series 2008-39 Notes to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
from Seawall SPC's series 2008-39, a U.S. synthetic collateralized
debt obligation (CDO) transaction, and removed it from CreditWatch
with negative implications. "We subsequently withdrew the rating,"
S&P said.

"Our rating on Seawall SPC's series 2008-39 is linked to our
rating on the underlying commercial mortgage-backed securities
(CMBS) collateral, class A-2A from MAX CMBS I Ltd., which we
downgraded and subsequently withdrew," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

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

           http://standardandpoorsdisclosure-17g7.com

RATING LOWERED, REMOVED FROM CREDITWATCH, AND WITHDRAWN

Seawall SPC
Series 2008-39
                       Rating
Class       To            Interim       From
Notes       NR (sf)       CCC- (sf)     CCC (sf)/Watch Neg


SEQUOIA MORTGAGE: Moody's Cuts Ratings on Three Tranches to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 37
tranches and confirmed the ratings of 16 tranches from 10 RMBS
transactions, backed by prime jumbo loans, issued by Sequoia.

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 action taken on the bond Class A-3 issued by Sequoia 2004-12
reflects the correction of an error wherein the bond was
incorrectly placed on watch during the previous rating action. The
Class A-3 bond is a resecuritization bond that is linked to the
Class A-1 bond issued by Sequoia 2004-7, which has not been placed
on watch. The error has now been corrected by removing the watch
action on the Class A-3 bond.

For Sequoia Mortgage Trust 5, a cash flow modeling error was
discovered in which a large of a portion of prepayments was being
allocated to the class A bond payments. This was subsequently
corrected and did not have an impact on any of the bond ratings
for this deal. The class A bond, which was on watch for upgrade,
was confirmed at its current rating and no rating actions were
taken for the remainder of the bonds.

The above mentioned "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 are 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 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% and 9%, and home
prices dropping another 2-3% from the levels seen in 1Q 2011.

Complete rating actions are as follows:

Issuer: Sequoia Mortgage Trust 10

Cl. 1A, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. 2A-1, Downgraded to A3 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2A-2, Downgraded to Baa2 (sf); previously on Jan 31, 2012 Aa1
(sf) Placed Under Review for Possible Downgrade

Cl. X-1A, Downgraded to Baa1 (sf); previously on Feb 22, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. X-1B, Downgraded to Baa1 (sf); previously on Feb 22, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. X-2, Downgraded to Baa1 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. X-B, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf) and Placed Under Review for Possible
Downgrade

Cl. B-1, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Caa3 (sf); previously on Apr 27, 2011
Downgraded to B3 (sf)

Cl. B-4, Downgraded to C (sf); previously on Apr 27, 2011
Downgraded to Ca (sf)

Issuer: Sequoia Mortgage Trust 11

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

Cl. X-1A, Confirmed at Baa1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. X-1B, Confirmed at Baa1 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Issuer: Sequoia Mortgage Trust 2003-4

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

Cl. 2-M-1, Downgraded to A3 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X-1, Downgraded to Aa2 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X-M, Downgraded to A3 (sf); previously on Feb 22, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-X-B, Downgraded to Ba1 (sf); previously on Feb 22, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-B-1, Downgraded to Ba1 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. 2-B-2, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. 2-B-3, Confirmed at B2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: Sequoia Mortgage Trust 2003-8

Cl. A-1, Downgraded to Baa1 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Baa1 (sf); previously on Apr 27, 2011
Downgraded to A1 (sf)

Cl. X-2, Downgraded to Baa1 (sf); previously on Feb 22, 2012
Downgraded to A1 (sf) and Placed Under Review for Possible
Downgrade

Cl. X-B, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf) and Placed Under Review for Possible
Downgrade

Cl. B-1, Downgraded to B1 (sf); previously on Apr 27, 2011
Downgraded to Ba3 (sf)

Cl. B-2, Downgraded to Caa3 (sf); previously on Apr 27, 2011
Downgraded to Caa1 (sf)

Issuer: Sequoia Mortgage Trust 2004-1

Cl. A1, Downgraded to B1 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Downgrade

Cl. X-2, Downgraded to B1 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. X-B, Downgraded to Ca (sf); previously on Apr 27, 2011
Reinstated to Caa3 (sf)

Cl. B-1, Downgraded to Ca (sf); previously on Apr 27, 2011
Downgraded to Caa3 (sf)

Issuer: Sequoia Mortgage Trust 2004-10

Cl. A-1B, Downgraded to B1 (sf); previously on Apr 27, 2011
Downgraded to Ba2 (sf)

Cl. A-3B, Downgraded to B1 (sf); previously on Apr 27, 2011
Downgraded to Ba2 (sf)

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

Cl. X-A, Confirmed at Baa3 (sf); previously on Feb 22, 2012
Downgraded to Baa3 (sf) and Placed Under Review for Possible
Upgrade

Cl. X-B, Confirmed at Ca (sf); previously on Feb 22, 2012
Downgraded to Ca (sf) and Placed Under Review for Possible Upgrade

Issuer: Sequoia Mortgage Trust 2004-12

Cl. A-2, Confirmed at A3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Downgrade

Cl. A-3, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. X-A1, Confirmed at Baa1 (sf); previously on Feb 22, 2012
Downgraded to Baa1 (sf) and Placed Under Review for Possible
Downgrade

Cl. X-A2, Confirmed at Baa3 (sf); previously on Feb 22, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. X-B, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. B-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to C (sf); previously on Apr 27, 2011
Downgraded to Ca (sf)

Issuer: Sequoia Mortgage Trust 2004-4

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

Cl. X-2, Downgraded to Ba3 (sf); previously on Feb 22, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

Cl. X-B, Downgraded to Ca (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf) and Placed Under Review for Possible
Downgrade

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to C (sf); previously on Apr 27, 2011
Downgraded to Ca (sf)

Issuer: Sequoia Mortgage Trust 2004-8

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

Cl. A-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Cl. X-A, Confirmed at Ba1 (sf); previously on Feb 22, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

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

Issuer: Sequoia Mortgage Trust 5

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282609

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


SOVEREIGN COMMERCIAL: Fitch Lowers Rating on 2 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has downgraded two classes of Sovereign Commercial
Mortgage Securities Trust's commercial mortgage pass-through
certificates, series 2007-C1.

The downgrades reflect an increase in Fitch modeled losses across
the pool, which includes assumed losses on loans in special
servicing and on performing loans with declines in performance
indicative of a higher probability of default.  The total Fitch
modeled losses were 7.7% of the current pool.

The loans in this transaction do not have the same features as a
typical commercial mortgage conduit loans originated for
securitization.  Additionally, the loans lack some of the typical
structural features and reporting requirements seen in CMBS
transactions.  Therefore, Fitch applied additional stresses,
including adjustments of operating income and cap rates.  Fitch
modeled losses are based on actual performance or expected changes
in performance.

As of the April 2012 distribution date, the pool's aggregate
principal balance has decreased 52.3% to $483.7 million from $1.01
billion at issuance.  As of April 2012, there are cumulative
interest shortfalls in the amount affecting classes F through N.

In total, there are 10 loans (6.1% of the pool) in special
servicing as of the April 2012 remittance date, with one of the
specially serviced loans (0.6% of the pool) expected to return to
the master servicer.  At Fitch's last review, there were six loans
(3%) in special servicing.

The largest contributors of modeled losses are: an office property
located in Princeton, NJ (1.7% of the pool); a mixed-use property
in upper Manhattan (1.5%); and a mixed-use building located in
Brooklyn, NY (0.9%).

Fitch downgrades the following classes and updates Recovery
Estimates (RE):

  -- $10.1 million class E to 'CCsf' from 'CCCsf'; RE 0%;
  -- $7.6 million class F to 'Csf' from 'CCsf'; RE 0%.

Fitch affirms the following classes:

  -- $147.8 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $155.2 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $105.2 million class A-J at 'BBB-sf'; Outlook Stable;
  -- $15.2 million class B at 'BBsf'; Outlook Stable;
  -- $17.7 million class C at 'Bsf'; Outlook Negative;
  -- $20.3 million class D at 'CCCsf'; RE 35%;
  -- $2.5 million class G at 'Csf'; RE 0%;

The $2 million class H remains at 'Dsf'; RE 0%. Classes J, K, L
and M are fully depleted and remain at 'Dsf'; RE 0%.

The non-rated class N is fully depleted. Class A-1 is paid in
full.  Fitch previously withdrew the rating on the interest-only
class X certificate.


STACK 2004-1: Moody's Lowers Rating on US$8MM Cl. C Notes to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
following notes issued by STACK 2004-1, LTD.

U.S.$240,000,000 Class A Floating Rate Notes Due May 10, 2039
(current outstanding balance of $23,775,033.74), Downgraded to
Baa1 (sf); previously on September 25, 2009 Downgraded to A2 (sf);

U.S.$27,000,000 Class B Floating Rate Notes Due May 10, 2039
(current outstanding balance of $27,286,385.41), Downgraded to
Caa3 (sf); previously on July 13, 2011 Downgraded to Caa2 (sf);

U.S.$8,000,000 Class C Floating Rate Deferrable Notes Due May 10,
2039 (current outstanding balance of $8,169,603.59), Downgraded to
C (sf); previously on May 7, 2010 Downgraded to Ca (sf).

Ratings Rationale

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the portfolio, measured by
the increased defaults and declining coverage tests. Since the
last rating action, defaults increased from $37.22 million to
$41.97 million. Also, according to the trustee report dated
February 2012, the Class A/B, Class C and Class D
overcollateralization ratios have declined to 79.50%, 68.48% and
54.67%, respectively, from the June 2011 levels of 90.33%, 78.53%
and 59.00%, respectively. Moody's also noted that the Class A/B
IC, Class B IC and Class C IC tests are failing and due to the
shortfall in interest proceeds available to pay interest on the
Class A Notes, principal proceeds are currently being, and are
expected to continue to be, diverted to pay interest on the Class
A Notes and perhaps the hedge counterparty before being used to
pay down principal on the Class A Notes.

According to Moody's, the rating downgrade is also the result of
the Event of Default under section 5.1(i) declared by the Trustee
on April 8, 2011. The Event of Default was declared because the
Class A/B Overcollateralization Ratio was less than 100%. On July
20, 2011 the note holders voted to accelerate the transaction. As
provided in Article V of the Indenture during the occurrence and
continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes
the sale and liquidation of the assets. The severity of losses of
certain tranches may be different depending on the timing and
outcome of a liquidation.

STACK 2004-1, LTD. is a collateralized debt obligation issuance
backed primarily by a portfolio of residential mortgage-backed
securities (RMBS) and commercial mortgage-backed securities (CMBS)
originated between 2002 and 2004.

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

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

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

Moody's Caa rated assets notched up by 2 rating notches

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

Moody's Caa rated assets notched down by 2 rating notches

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by uncertainties of credit
conditions in the general economy. Additionally, there is a large
concentration of tranches from CLO and CBO transactions which have
not yet begun to repay principal.

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
transaction is whether delevering from RMBS, CMBS and ABS
collateral will continue and at what pace.

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.


STRUCTURED ASSET: Moody's Confirms Caa2 Rating on Cl. M1 Tranche
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches and confirmed the ratings of four tranches from four RMBS
transactions, backed by Subprime loans, issued by Structured Asset
Investment Loan (SAIL) 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, 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.

Complete rating actions are as follows:

Issuer: Structured Asset Investment Loan Trust 2003-BC9

Cl. M1, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Structured Asset Investment Loan Trust 2004-11

Cl. M1, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Investment Loan Trust 2004-5

Cl. M2, Confirmed at A3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

Cl. M3, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Investment Loan Trust 2004-BNC1

Cl. A2, Downgraded to A2 (sf); previously on Mar 4, 2011
Downgraded to A1 (sf)

Cl. A4, Downgraded to A3 (sf); previously on Mar 4, 2011
Downgraded to A1 (sf)

Cl. A5, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa3
(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_SF283746

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


STRUCTURED ASSET: Moody's Cuts Rating on Cl. M-3 Tranche to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 5
tranches, upgraded the ratings of 1 tranche, and confirmed the
ratings of 4 tranches from five RMBS transactions, backed by
Subprime loans, issued by SASCO.

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, 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.

Complete rating actions are as follows:

Issuer: SASCO Amortizing Residential Collateral Trust Mortgage
Pass-Through Certificates, Series 2001-BC5

Cl. A1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp 2002-BC1

Cl. M2, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Downgrade

Issuer: Structured Asset Securities Corp 2002-HF1

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

Cl. M-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

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

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

Issuer: Structured Asset Securities Corp 2003-AM1

Cl. M4, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1 (sf)
Placed Under Review for Possible Upgrade

Cl. B2, Confirmed at Ba2 (sf); previously on Jan 31, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Issuer: Structured Asset Securities Corp 2003-BC3

Cl. M1, Upgraded to Baa3 (sf); previously on Jan 31, 2012 Ba2 (sf)
Placed Under Review for Possible Upgrade

Cl. M2, Confirmed at Caa3 (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283059

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


TALMAGE STRUCTURED 2005-2: S&P Lowers Rating on Cl. C CDO to CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class C
from Talmage Structured Real Estate Funding 2005-2 Ltd. (Talmage
2005-2), a commercial real estate collateralized debt obligation
(CRE CDO) transaction, and removed it from CreditWatch with
negative implications. "At the same time, we affirmed our ratings
on five other classes from the same transaction and removed four
from CreditWatch with negative implications," S&P said.

"The downgrade and affirmations reflect our analysis of the
transaction's liability structure and the credit characteristics
of the underlying collateral using our criteria for rating global
CDOs of pooled structured finance assets criteria. We also
considered the amount of impaired loan assets ($57.4 million,
40.4%) and their expected recoveries in our analysis," S&P said.

"Our criteria for rating global CDOs of pooled structured finance
assets include revisions to our assumptions on correlations,
recovery rates, and default patterns and timings of the
collateral. The criteria also include supplemental stress tests
(largest obligor default test and largest industry default test),"
S&P said.

According to the April 18, 2012, trustee report, the transaction's
collateral totaled $142.2 million, while the transaction's
liabilities, including capitalized interest, totaled $140.9
million. This is down from $300.8 million in liabilities at
issuance. The transaction's current asset pool includes:

  * Four commercial mortgage-backed security (CMBS) tranches
    issued between 2006 and 2008 ($68.7 million, 48.3% of the
    collateral pool);

  * Three senior participation loans ($44.9 million, 31.6%); and

  * Three subordinate-interest loans ($28.6 million, 20.1%).

"The trustee report noted four impaired loan assets ($57.4
million, 40.4%). Standard & Poor's estimated asset-specific
recovery rates for these impaired loan assets. The recovery rates
ranged from 0% to 78% and the weighted average recovery rate was
41.2%. We based the recovery rates on information provided
by the collateral manager, special servicer, and third-party data
providers," S&P said. The impaired assets are:

  * The Cadillac Fairview senior participation loan ($22.4
    million, 15.7%);

  * The Universal Boulevard Orlando senior participation loan
    ($15.2 million, 11.0%);

  * The Resorts International Portfolio subordinated loan ($10.3
    million, 7.2%); and

  * The Steeplegate Mall subordinated loan ($9.5 million, 6.7%).

"Our analyses on the publicly rated collateral, which we used to
review the credit characteristics of the underlying collateral,
are based on Standard & Poor's issued ratings. Our analyses on the
unrated collateral are based on information provided by the
collateral manager, Talmage LLC, and trustee, U.S. Bank N.A., as
well as market and valuation data from third-party providers," S&P
said.

"According to the trustee report, the deal is passing its class
A/B and class C overcollateralization coverage tests and failing
its class D and E overcollateralization coverage tests. The deal
is passing all four of its interest coverage tests," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATING LOWERED AND REMOVED FROM CREDITWATCH

Talmage Structured Real Estate Funding 2005-2 Ltd.
Collateralized debt obligations
                  Rating
Class     To                   From
C         CCC+ (sf)            B (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

Talmage Structured Real Estate Funding 2005-2 Ltd.
Collateralized debt obligations
          Rating               Rating
Class     To                   From
B         BB+ (sf)             BB+ (sf)/Watch Neg
D         CCC- (sf)            CCC- (sf)/Watch Neg
E         CCC- (sf)            CCC- (sf)/Watch Neg
F         CCC-(sf)             CCC- (sf)/Watch Neg

RATING AFFIRMED

Talmage Structured Real Estate Funding 2005-2 Ltd.
Collateralized debt obligations

Class     Rating
A         BBB- (sf)


TELOS CLO 2006-1: S&P Raises Rating on Class E Notes to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E notes from TELOS CLO 2006-1 Ltd. and removed them from
CreditWatch with positive implications. "At the same time we
affirmed our ratings on the class A-1D, A-1R, A-1T, A-2, and B
notes and removed our ratings on the A-2 and B notes from
CreditWatch with positive implications. TELOS CLO 2006-1 Ltd. is a
collateralized loan obligation (CLO) transaction managed by
Tricadia CDO Management LLC," S&P said.

"The transaction remains in its reinvestment phase until January
2013. The upgrades reflect the improved credit quality of the
transaction's underlying asset portfolio which has benefited the
rated notes, since our February 2010 rating action. The
transaction used proceeds designated for reinvestments to build
additional collateral in the portfolio. We also note a significant
decrease in the amount of 'CCC' rated obligations held in the
portfolio over the same period. As a result, the class A/B, C, D,
and E overcollateralization (O/C) ratios have increased," S&P
said.

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

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATING ACTIONS

TELOS CLO 2006-1 Ltd.
                       Rating
Class               To           From
A-2                 AA+ (sf)     AA+ (sf)/Watch Pos
B                   A+ (sf)      A+ (sf)/Watch Pos
C                   A- (sf)      BBB+ (sf)/Watch Pos
D                   BBB- (sf)    BB+ (sf)/Watch Pos
E                   BB- (sf)     CCC+ (sf)/Watch Pos

RATINGS AFFIRMED

TELOS CLO 2006-1 Ltd.

Class               Rating
A-1D                AAA (sf)
A-1R                AAA (sf)
A-1T                AAA (sf)


TERWIN MORTGAGE: Moody's Cuts Ratings on Nine Tranches to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 11
tranches, and confirmed the ratings of 10 tranches from 5 RMBS
transactions, backed by Subprime loans, issued by Terwin.

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

Complete rating actions are as follows:

Issuer: Terwin Mortgage Trust, Series TMTS 2003-6HE

Cl. A-1, Confirmed at Aa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-3, Confirmed at Aa2 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

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

Issuer: Terwin Mortgage Trust, Series TMTS 2003-8HE

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

Cl. S, Downgraded to Caa1 (sf); previously on Feb 22, 2012
Downgraded to B1 (sf) and Placed Under Review for Possible
Downgrade

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

Cl. M-2, Downgraded to Ca (sf); previously on Mar 4, 2011
Downgraded to Caa3 (sf)

Cl. M-3, Downgraded to C (sf); previously on Mar 4, 2011
Downgraded to Ca (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2004-1HE

Cl. M-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B3
(sf) Placed Under Review for Possible Downgrade

Cl. M-3, Downgraded to C (sf); previously on Mar 4, 2011
Downgraded to Ca (sf)

Cl. B-1, Downgraded to C (sf); previously on Mar 4, 2011
Downgraded to Ca (sf)

Cl. B-2, Downgraded to C (sf); previously on Mar 4, 2011
Downgraded to Ca (sf)

Issuer: Terwin Mortgage Trust, Series TMTS 2004-3HE

Cl. M-2, Confirmed at Caa1 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M-2-X, Confirmed at Caa1 (sf); previously on Feb 22, 2012 Caa1
(sf) Placed Under Review for Possible Upgrade

Cl. M-3, Downgraded to C (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Cl. M-3-X, Downgraded to C (sf); previously on Feb 22, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Cl. B-1, Downgraded to C (sf); previously on Jan 31, 2012 Ca (sf)
Placed Under Review for Possible Upgrade

Issuer: Terwin Mortgage Trust, Series TMTS 2004-5HE

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

Cl. M-2-X, Confirmed at Ca (sf); previously on Feb 22, 2012 Ca
(sf) Placed Under Review for Possible Upgrade

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

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

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283061

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


TIMBERSTAR TRUST: Fitch Affirms 'BB' Rating on $130-Mil. Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed TimberStar Trust I, series 2006-1,
commercial mortgage pass-through certificates.

While the appraised value has improved since issuance,
affirmations and the Negative Outlook on classes D, E and F are
warranted due to the significant volatility recently exhibited in
commodity prices and the continued depressed demand for wood and
paper products.  Additionally, collateral performance has
exhibited declining cash flow trends over the past few years.  The
transaction is a single borrower, interest-only loan with an
expected repayment date of Oct. 15, 2016.  As of the April 2012
distribution date, the transaction balance is $800 million,
unchanged since issuance.

Collateral for the loan is a first-priority mortgage lien on
timberlands located in Texas (43% of the total acreage), Louisiana
(31%), and Arkansas (26%).

At issuance, total acreage was 875,180 of which 99,993 was non-
mortgage acreage considered higher and better use (HBU) land that
is expected to be sold.  Timber growing on the HBU land is pledged
as security for the trust; however, any proceeds from the sale of
the land will not be pledged to the trust.  As of December 2011,
HBU has been reduced by 35,492 acres to 64,501 acres, resulting in
total acreage of 839,688.

The servicer reported December 2011 trailing 12 months (TTM) debt
service ratio was 1.35 times (x) compared to issuance of 1.41x.
The total harvest volume for this same period was 2.9 million tons
compared to issuance projections of 5 million tons.  Harvest
volume was kept intentionally low due to low demand as a result of
the economic downturn and continued weakness in home building.
Fitch reviewed the borrower prepared December 2011 TTM financial
statements, audited 2011 financial statements, 2012 budget and
harvest plan, and a December 2011 appraisal.

The actual 2011 net cash flow was down 16% from year-end (YE)
2010, but was in-line with issuance underwriting.  The annual
appraised value as of YE 2011 was down 7.5% from YE 2010 due to
lower price assumptions and a decrease in standing volumes,
however, was still 12% higher than the issuance appraisal.

Fitch has affirmed the ratings and revised Rating Outlooks as
follows:

  -- $400,000,000 class A at 'AAA'; Outlook Stable;

  -- $80,000,000 class B at 'AA'; Outlook Stable;

  -- $80,000,000 class C at 'A'; Outlook Stable;

  -- $80,000,000 class D at 'BBB'; Outlook to Negative from
     Stable;

  -- $30,000,000 class E at 'BBB-'; Outlook to Negative from
     Stable;

  -- $130,000,000 class F at 'BB'; Outlook Negative.


UBS COMMERCIAL 2007-FL1: S&P Raises Rating on A-2 Certs. to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from UBS
Commercial Mortgage Trust 2007-FL1, a U.S. commercial mortgage-
backed securities (CMBS) transaction. "Concurrently, we affirmed
our ratings on 10 other classes, including the class O-MD
nonpooled raked certificates, from the same transaction," S&P
said.

"Our rating actions reflect our analysis of the transaction, which
included our revaluation of the collateral securing the remaining
12 floating-rate interest-only (IO) loans in the pool ($921.2
million, 96.3% of the pooled trust balance) and two real estate
owned (REO) assets ($35.4 million, 3.7%). Six of these assets
($342.5 million, 35.8%) are currently with the special servicers.
Our analysis also considered the deleveraging of the transaction
following loan paydowns, the deal structure, the liquidity
available to the trust, as well as the refinancing risk associated
with four performing loans ($347.6 million, 36.3%) that are
scheduled to mature between June and September 2012," S&P said.

"The upgrades reflect increased credit support levels due to the
deleveraging of the pool. Our raised ratings also considered our
expectation that the third-largest loan in the pool, the Magazine
Multifamily Portfolio loan ($110.0 million, 11.5% of the pooled
trust balance), is likely to repay in full by its July 9, 2012,
maturity date, based on information we received from the master
servicer, Berkadia Commercial Mortgage LLC (Berkadia)," S&P said.

"We upgraded the class X IO certificates to 'AA+ (sf)' based on
our current criteria," 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 'CCC+ (sf)' rating on the class O-MD raked
certificates based our revaluation of the Marriott Washington,
D.C., loan. The raked certificates derive 100% of their cash flow
from a subordinate nonpooled component of the loan," S&P said.

"As of the April 16, 2012, trustee remittance report, the trust
consists of 12 floating-rate IO loans indexed to one-month LIBOR
and two REO assets with a pooled trust balance of $956.6 million
and a trust balance of $965.0 million. The reported one-month
LIBOR was 0.24% per the April 2012 trustee remittance report," S&P
said.

                        LODGING COLLATERAL

"Lodging properties secure eight loans and one REO asset totaling
$676.2 million (70.7% of the pooled trust balance), five ($328.7
million, 34.4%) of which are currently with the special servicers,
including the MSREF Luxury Resort Portfolio loan, which was
transferred subsequent to the April 2012 trustee remittance
report. We based our lodging analysis, in part, on a review of the
borrower's operating statements for year-end 2011 and year-end
2010, the borrower's 2012 budgets, as well as available Smith
Travel Research (STR) reports. Four performing lodging loans
($347.6 million, 36.3%) are scheduled to mature between June and
September 2012. The master servicer, Berkadia, indicated that it
is monitoring the refinancing status on these loans. Details
on the five largest lodging assets are as set forth," S&P said.

"The Essex House loan, the largest asset in the pool, is secured
by a 509-room full-service hotel and eight remaining sponsor-owned
residential condominium units in Manhattan. The loan has a trust
balance of $186.5 million (19.5% of the pooled trust balance) and
a whole-loan balance of $303.1 million. In addition, the
borrower's equity interests in the whole loan secure two mezzanine
loans totaling $29.0 million. The loan matures on Sept. 9, 2012,
and has no extension options remaining. Berkadia reported a 0.79x
debt service coverage (DSC) and 78.3% occupancy for year-end 2011.
Our adjusted valuation, which also considered market comparables,
yielded stressed in-trust loan-to-value (LTV) ratios ranging
between 87.5% and 161.2%," S&P said.

"The Maui Prince Resort loan is the second-largest asset in the
pool and the largest asset with CWCapital Asset Management LLC
(CWCapital), one of the three special servicers. The loan has a
trust and whole-loan balance of $150.0 million (15.7%) and is
secured by a 305-room full-service hotel, 1,190 acres of
developable land, development rights for construction of
additional hotel rooms, and two 18-hole golf courses in Maui,
Hawaii. CWCapital indicated that the loan was modified on Oct. 22,
2010, following the sale of the collateral and the borrower's
assumption of the loan. The modification terms include, among
other items, a maturity extension to July 9, 2013 (with two one-
year extension options), a $12.5 million paydown by the borrower
of the senior pooled balance, the write-off of a $30.0 million
subordinate nonpooled component that supported the 'MP' raked
certificates (which are currently rated 'D (sf)' by Standard &
Poor's), and the repayment by the new sponsor of the servicer's
advances and appraisal subordinate entitlement reduction (ASER)
amounts. The borrower reported that current property cash flow is
insufficient to cover operating expenses and that reported
occupancy at the collateral property was 42.2% as of year-end
2011. Our adjusted valuation yielded a stressed in-trust LTV ratio
of 178.6%. We expect a moderate loss upon the eventual resolution
of this loan," S&P said.

"The Paramount Hotel loan, the fourth-largest asset in the pool,
is secured by a 600-room full-service hotel in Manhattan. The loan
has a trust and whole loan balance of $100.8 million (10.5% of the
pooled trust balance). In addition, the borrower's equity
interests in the whole loan secure mezzanine debt totaling $94.0
million. The loan matures on July 9, 2012, and has no extension
options remaining. Berkadia reported a DSC of 14.86x and occupancy
of 93.0% for year-end 2011. Our adjusted valuation, using an
11.00% capitalization rate, yielded a stressed in-trust LTV ratio
of 83.5%," S&P said.

"The MSREF Luxury Resort Portfolio Loan is the fifth-largest asset
in the pool and the second-largest asset with Berkadia, one of the
special servicers. The loan is secured by three full-service
hotels totaling 2,532 rooms in Orlando, Fla., and Phoenix, Ariz.
The loan has a whole-loan balance of $729.9 million that consists
of a $545.0 million senior participation interest and two nontrust
junior participation interests totaling $184.9 million. In
addition, the equity interests in the borrower of the whole loan
secure four mezzanine loans totaling $265.4 million held outside
the trust. The senior participation interest is further split into
three pari passu pieces, $81.8 million of which makes up 8.6% of
the pooled trust balance. The $381.5 million A-1 note is in Morgan
Stanley Capital I Inc.'s series 2007-XLF9 and the $81.7 million A-
3 note is in the Banc of America Large Loan Trust 2007-BMB1
transaction. The loan matures on May 9, 2012, and has no extension
options remaining. The loan, which has a reported late but less
than 30-days payment status, was transferred to Berkadia on April
2, 2012, because the borrower indicated that it will not be able
to refinance the loan by the maturity date. Berkadia stated that
it is currently evaluating workout strategies for this loan. The
master servicer for this loan, Midland Loan Services Inc.,
reported an overall in-trust DSC for the portfolio of 5.63x,
occupancy of 69.3%, and an averaged daily rate (ADR) of $198.84
for year-end 2011. Our adjusted valuation, using a 10.50%
capitalization rate, yielded an in-trust stressed LTV ratio of
110.9%," S&P said.

"The Marriott Washington DC loan, the eighth-largest loan in the
pool, has a whole-loan balance of $118.8 million that is split
into a $57.2 million senior participation and a $61.6 million
nontrust junior participation interest. The senior participation
is further divided into a $55.3 million senior pooled component
that makes up 5.8% of the pooled trust balance and a $1.9 million
subordinate nonpooled component that is raked to the class O-MD
certificates. The loan is secured by a 462-room full-service hotel
in Washington, D.C. Berkadia reported a DSC of 16.67x for the 12
months ended Sept. 30, 2011, and occupancy was 71.1% and the ADR
was $188.46 as of year-end 2011. The loan, which has a reported
late but less than 30 days payment status, was transferred to the
special servicer on Feb. 3, 2012, due to imminent maturity default
after the borrower indicated that it will not be able to pay off
the loan by its May 9, 2012, maturity. The special servicer is
currently evaluating workout strategies for this loan. Our
adjusted valuation, using an 11.00% capitalization rate, yielded
an in-trust stressed LTV ratio of 88.0%," S&P said.

"The four remaining lodging assets have individual balances that
represent less than 4.2% of the total pooled trust balance, and
two of them ($41.6 million 4.3%) are with the special servicers.
The lodging properties are located in Long Beach, Calif. (4.1%),
San Antonio, Texas (2.2%), Ft. Lauderdale, Fla. (2.2%), and
Basking Ridge, N.J. (2.1%). A $22.2 million appraisal reduction
amount (ARA) is in effect against the specially serviced St.
Anthony Hotel REO asset, which has a senior pooled trust balance
of $21.6 million (2.2%), a $2.0 million subordinate nonpooled
component that is raked to the O-SA certificates (rated 'D (sf)'
by Standard & Poor's), and a nontrust junior participation balance
of $14.0 million. According to the special servicer, the 352-room
full-service hotel is under contract for sale, and we expect a
moderate loss upon the eventual resolution of this asset. Our
adjusted valuation for these four assets, using a weighted average
capitalization rate of 11.19%, yielded an in-trust stressed LTV
ratio of 131.8%," S&P said.

                    MULTIFAMILY COLLATERAL

"Multifamily properties secure two loans totaling $165.5 million
(17.3% of the pooled trust balance), and both are on Berkadia's
watchlist. We based our multifamily analysis, in part, on a review
of the borrowers' operating statements for the years ended 2011
and 2010, the borrowers' 2012 budgets, and the most recent 2011
rent rolls. Details on the two multifamily loans are set forth,"
S&P said.

"The Magazine Multifamily Portfolio loan, the third-largest asset
in the pool, is secured by six cross-collateralized and cross-
defaulted garden-style apartment properties containing 2,120
units, in four cities in Florida. The loan has a pooled trust
balance of $110.0 million (11.5% of the pooled trust balance) and
a $120.0 million whole-loan balance. In addition, the borrower's
equity interests in the whole loan secure mezzanine debt totaling
$60.0 million. The loan is on the master servicer's watchlist
because of near-term maturity. The loan matures on July 9, 2012,
and has no extension options remaining. Berkadia reported a DSC of
11.99x and occupancy of 94.7% for the portfolio for year-end 2011.
Our adjusted valuation, using an 8.75% capitalization rate,
yielded a stressed in-trust LTV ratio of 68.5%," S&P said.

"The Waterstone & Copper Canyon Portfolio loan, the seventh-
largest loan in the pool, is secured by two multifamily properties
containing 924 units, in Corona and Riverside, Calif. The loan has
a whole-loan balance of $91.8 million, which is split into a $55.5
million senior pooled component (5.8% of the pooled trust
balance), a $4.5 million subordinate nonpooled component that
supports the class O-WC rake certificates (not rated by Standard &
Poor's), and a $31.8 million nontrust junior participation
interest. In addition, the borrower's equity interests in the
whole loan secure two mezzanine loans totaling $40.0 million. The
loan is on the master servicer's watchlist because of near-term
maturity. The loan matures on July 9, 2012, and has one 12-month
extension option remaining. Berkadia reported a DSC of 12.32x and
occupancy of 93.5% for year-end 2011. Our adjusted valuation,
using an 8.25% capitalization rate, yielded a stressed in-trust
LTV ratio of 93.1%," S&P said.

                          OFFICE COLLATERAL

"Office properties secure two loans totaling $101.0 million (10.6%
of the pooled trust balance). We based our office analysis, in
part, on a review of the borrowers' operating statements for the
years ended 2011 and 2010, the borrowers' 2012 budgets, and the
most recent 2011 rent rolls. Details on the two office loans are
as set forth," S&P said.

"The 2600-2800 Colorado Avenue loan, the sixth-largest asset in
the pool, is secured by two five-story office buildings and one
freestanding single-story preschool building totaling 305,750 sq.
ft. in Santa Monica, Calif. The loan has a pooled trust balance of
$75.0 million (7.8% of the pooled trust balance) and a whole-loan
balance of $148.0 million. In addition, the borrower's equity
interests in the whole loan secure two mezzanine loans totaling
$40.0 million. The loan is on the master servicer's watchlist
because of near-term maturity. The loan matures on July 9, 2012,
and has two 12-month extension options remaining. Berkadia
reported a DSC of 13.54x and occupancy of 88.6% for the nine
months ended Sept. 30, 2011. Our adjusted valuation, using an
8.75% capitalization rate, yielded a stressed in-trust LTV ratio
of 75.8%," S&P said.

"The 281 & 321 Summer Street loan, the 10th-largest asset in the
pool, is secured by two office buildings totaling 257,700 sq. ft.
in Boston. The loan has a pooled trust balance of $26.0 million
(2.7% of the pooled trust balance) and a whole-loan balance of
$51.0 million. In addition, the borrower's equity interests in the
whole loan secure mezzanine debt totaling $15.2 million. The loan
matures on June 9, 2012, and has no extension options remaining.
As of the April 16, 2012, trustee remittance report, the loan was
reported with CT Investment Management Co. LLC (CT), one of the
three special servicers. Berkadia reported a DSC of 2.22x and
occupancy of 59.1% for year-end 2011. Our adjusted valuation,
using a 9.25% capitalization rate and considering market data,
yielded a stressed in-trust LTV ratio of 137.1%," S&P said.

"The remaining asset, the RexCorp NJ/Long Island Land REO asset,
which consists of three parcels of unimproved land totaling 205
acres in Madison Borough and Chatham Township in New Jersey, is
the smallest asset in the pool. The asset has a trust and whole-
loan balance of $13.9 million (1.4% of the pooled trust balance).
Our adjusted valuation, which considered an updated June 10, 2011,
appraisal, yielded a stressed in-trust LTV ratio that
significantly exceeds 100%. Berkadia indicated that it is
evaluating liquidation strategies for this asset," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATINGS RAISED

UBS Commercial Mortgage Trust 2007-FL1
Commercial mortgage pass-through certificates
            Rating
Class    To          From         Credit enhancement (%)
A-1      AA+ (sf)    AA- (sf)                      65.35
A-2      BB+ (sf)    B+ (sf)                       32.99
X        AA+ (sf)    AA- (sf)                        N/A

RATINGS AFFIRMED

UBS Commercial Mortgage Trust 2007-FL1
Commercial mortgage pass-through certificates

Class       Rating       Credit enhancement (%)
B           B (sf)                        27.00
C           B- (sf)                       23.75
D           CCC+ (sf)                     20.91
E           CCC (sf)                      18.07
F           CCC- (sf)                     15.23
G           CCC- (sf)                     12.38
H           CCC- (sf)                      9.34
J           CCC- (sf)                      6.50
K           CCC- (sf)                      3.65
O-MD        CCC+ (sf)                       N/A

N/A-Not applicable.


US AIRWAYS: Fitch Assigns 'BB-' Rating on $125-Mil. Class B Certs.
------------------------------------------------------------------
Fitch Ratings assigns the following ratings to US Airways Inc.'s
proposed enhanced equipment trust certificates (EETC), series
2012-1:

-- $379.8 million class A certificates (A-tranche) with an
    expected maturity of October 2024 'A-';

-- $125 million class B certificates (B-tranche) with an expected
    maturity of October 2019 'BB-'.

The final legal maturities are scheduled to be 18 months after the
expected maturities.

The proceeds of the certificates will be used to acquire the class
A and class B equipment notes (the notes) issued by US Airways
('B-'/Stable Outlook) and secured by eight new Airbus A321-200
aircraft scheduled for delivery between September 2012 and March
2013 and two currently owned A321-200s (delivered in 2009).
Proceeds from this transaction will initially be held in escrow
and deposited with the designated Depository, Natixis S.A.
('A+/F1+'/Negative Outlook) and withdrawn to purchase the notes as
the aircraft are financed upon delivery. The new delivery aircraft
will replace older, less fuel efficient aircraft which US Airways
is retiring.

US Airways' payment obligations under these notes will be fully
and unconditionally guaranteed by parent US Airways Group, Inc.
(LCC). US Airways may subsequently offer additional subordinated
class C certificates at a future date, as per the transaction
documents. LCC's corporate ratings are listed at the end of the
release.

Ratings for this transaction reflect Fitch's revised EETC rating
methodology referenced at the end of this release. Fitch employs a
'top-down' analysis for the senior tranche ratings that focuses
primarily on collateral, structure, and legal enhancements
(Section 1110) with a secondary dependence on the airline Issuer
Default Rating (IDR). A stressed scenario analysis drives the
senior tranche ratings approach, which borrows a few specific
elements of Fitch's aircraft ABS methodology. If certain stress
tests are passed, the EETC methodology allows for a significant
differential between the senior tranche ratings and the airline
IDR, as well as lower volatility in the senior tranche ratings
than in the underlying airline IDR. Subordinated tranches also
benefit from Section 1110, but the ratings are more closely linked
to the airline's IDR through a bottom-up approach that relies
mainly on the Affirmation Factor (i.e. Fitch's assessment of the
importance of the collateral aircraft to the carrier's fleet, and
hence the probability of affirmation in a potential Chapter 11
situation).

The 'A-' rating of the class A certificates is supported primarily
by the significant overcollateralization through the A-tranche
(Fitch's base LTV of 56.2%), even in a distressed scenario
(Fitch's highest stress LTV is 92.5%), and the high quality and
young vintage of the aircraft collateral. Fitch rates the A321-
200s in this transaction as (mid-range) Tier 1 aircraft. (Fitch's
general aircraft tier classifications are described in the EETC
criteria.) Given the LTV level and the Tier 1 collateral, Fitch
estimates that the structure can withstand severe stresses in a
potential aviation or economic downturn. The A-tranche rating also
benefits from the legal protection offered by Section 1110 of the
U.S. Bankruptcy Code and a dedicated liquidity facility provided
by Natixis S.A. This liquidity facility guarantees three
consecutive interest payments over a period of 18 months in a
potential default scenario.

The 'BB-' rating of the B-tranche is assigned by notching up from
US Airways' IDR of 'B-'. The three-notch uplift (the maximum is
four as per Fitch's methodology) is supported primarily by the
high Affirmation Factor of these aircraft in a potential default
scenario. Fitch also takes into consideration the support provided
by the liquidity facility, other structural enhancements, legal
protection offered by Section 1110 and some collateral coverage
even in a stress scenario, although recoveries are only average,
according to Fitch's calculations.

Each note will be fully cross-collateralized, and all indentures
will be fully cross-defaulted from day one. Fitch believes these
provisions, which are standard enhancements of the modern EETC
template, significantly increase the likelihood that US Airways
would affirm these notes and the underlying aircraft and continue
to make payments on the certificates in a potential bankruptcy
scenario. Taken together, these provisions treat all the aircraft
as one pool of assets as the collateral supporting this
transaction, effectively limiting a LCC's ability to 'cherry-pick'
which aircraft to affirm or reject in a potential bankruptcy
restructuring.

With 14 aircraft, the size of the collateral pool is slightly
bigger than the US Airways 2010-1 and 2011-1 EETCs but modest
compared to some EETCs issued by other carriers. The aircraft will
represent 4% of LCC's narrowbody fleet. The collateral in this
transaction with only one aircraft type is also less diverse than
US Airways' recent deals which included a mix of single-aisle
(both A320 and A321) and twin-aisle (A330) aircraft types. The
lack of diversity is mitigated by the high Affirmation Factor for
this transaction. The A320 family is the only narrowbody fleet for
US Airways and forms the backbone of the carrier's domestic
focused route network. US Airway's recent deliveries and pending
orders within the A320 family have primarily been for A321-200,
and the collateral aircraft in this deal represent the youngest
vintage in the carrier's fleet. Overall, Fitch considers the
collateral quality to be fairly solid as these A321-200s are
viewed as a (mid-range) Tier 1 aircraft that would have better
liquidity and lower value declines than less attractive aircraft
models in a potential aviation or economic downturn.

AIRCRAFT COLLATERAL APPRAISAL
For the analysis of the US Airways' 2012-1 EETC Fitch uses base
values (maintenance adjusted half-life values for the 2009
deliveries) provided by a third party appraiser not included in
the transaction documents, makes adjustments for asset specific
modifications and incorporates depreciation assumptions that are
generally more aggressive than the schedule provided in the
offering memorandum.

The A321-200s in this transaction have reinforced structures, and
higher thrust engines: V2533-A5 from International Aero Engines
for the 2012 deliveries and CFM56-5B3P from CFM International for
the 2013 deliveries. In addition, these aircraft have two specific
enhancements: higher maximum takeoff weights (MTOW) and two
additional center tanks (ACT) for fuel. Combined, these features
increase the range of these A321s more than otherwise available
within the A320 family of aircraft, but Fitch expects resale
prices may not necessarily recover the full value of these
modifications. Accordingly, Fitch gives merit to the two
enhancements but makes more conservative assumptions compared to
industry sources when making these adjustments. These A321s will
not include sharklets as first deliveries of factory installed
versions of this feature will not be available from Airbus until
late 2013, which is after the last scheduled delivery for aircraft
in this transaction. US Airways may have the option to retrofit
these aircraft with sharklets if Airbus announces a retrofit
program for this aircraft type.

By Fitch's estimates, total appraised value for all aircraft in
the portfolio is approximately 5% lower than the appraised value
(lesser of the average and median values provided by three
independent appraisers) in the offering memorandum and other
transaction documents.

LOAN-TO-VALUE (LTV) ANALYSIS & STRESS TEST (PRIMARY RATINGS
RATIONALE FOR SENIOR TRANCHE)

BASE CASE
Using Fitch's more conservative valuation for the aircraft, the
initial LTV is estimated at 56.4% for the A-tranche and 75% for
the B-tranche compared to 52.2% and 69.4% respectively, as per the
offering memorandum.

Fitch's depreciation assumptions (5% for the first 10 years, 6%
for the next five years and 8% for subsequent years) are in
accordance with the depreciation rates applied to Fitch's Tier 1
aircraft but more conservative than the depreciation rates in the
prospectus (3% for the first 15 years, 4% for the next five years,
and 5% for subsequent years). Using the more conservative
depreciation curve and the amortizing schedule outlined in the
prospectus and assuming no cyclical fluctuations, Fitch estimates
the LTV for the A-tranche increases to the high-50% range over the
next five years before gradually declining in subsequent years.

STRESS CASE
Fitch also puts the aircraft and structure through different
ratings stress scenarios. Collateral coverage is calculated
through a downturn scenario to determine the highest rating
category where the senior A-tranche LTV does not exceed 100%, as
per Fitch's EETC criteria. This downside case reflecting a severe
global aviation downturn is what drives Fitch's senior tranche
rating methodology. The structure for this transaction passes
Fitch's 'A' rating category stress test.

Fitch considers the A321-200s in this transaction to be firmly in
the Tier 1 category (per Fitch's aircraft tier classifications)
reflecting primarily the young vintage of these aircraft and good
market mass for this aircraft type. Within the A-category stress
range for Tier 1 aircraft, Fitch applies a 25% haircut which
reflects the middle of the value stress range for Tier 1 aircraft,
as described in Fitch's EETC rating criteria. The stress level is
considered appropriate given the quality, desirability, and
liquidity of the A321-200 but also reflects the relative
positioning of the A321-200 versus other Tier 1 aircraft. In
Fitch's view, the A321-200 has better liquidity than the
comparable 737-900ERs, but it has less penetration relative to
premiere Tier 1 aircraft such as the 737-800 or the A320-200. The
A321 program, consisting of the A321-100 and the newer A321-200,
exhibits several characteristics representative of solid aircraft
collateral. According to Airbus, there are approximately 700
aircraft in operation among 65 operators. The program also has an
order backlog of 420 aircraft, a number exceeded by only a few
other programs.

The 25% haircut is applied immediately to the initial base value
of the aircraft portfolio, and depreciates thereafter. Fitch's
stress scenario also assumes a full draw on the liquidity facility
(plus interest) which is added as the most senior claim in the
structure and equates to an LTV of approximately 8% through the
facilities. Fitch also adds 5% of the portfolio value for
repossession and remarketing costs in the waterfall ahead of the
A-tranche.

This stress scenario produces a maximum LTV of 92.9% for the 'A'
tranche through its life, which suggests a full recovery of
principal for the bondholders with some headroom. The highest LTVs
in this stress scenario are experienced early in the life of the
deal and decline as the tranche amortizes, falling below 80% by
2019. For the 'A' tranche LTV to breach 100% base values must be
stressed by nearly 30%, which is the most conservative stress
range for Fitch's Tier 1 aircraft, but a very aggressive
assumption for a brand new A321-200. Within the 'A' category, an
'A-' rating is assigned to the class A certificates due to US
Airways' 'B-' IDR, which is in line with Fitch's EETC criteria.

THE AFFIRMATION FACTOR (PRIMARY RATINGS RATIONALE FOR SUBORDINATED
TRANCHE)
Fitch's considers the Affirmation Factor for the aircraft in this
portfolio to be very high as the A321s are considered
strategically important to LCC. The airline is moving towards
becoming an all Airbus operator on the narrowbody side, with the
A320 family of aircraft expected to be the only single aisle
planes in LCC's fleet. Although LCC currently has 47 737 classics,
management is currently in the process of phasing out all its
older, less fuel efficient 737s by 2015.

The A320 family forms the backbone of LCC's domestic focused route
network and aircraft constitute the newest and most efficient
single aisle planes in LCC's fleet. The airline currently has 93
A319s, 72 A320s and 63 A321s. LCC's recent deliveries and pending
orders within the A320 family have been for the A321. LCC's
current orderbook includes an additional 58 A320 family aircraft
remaining under its 2007 purchase agreement with Airbus, the bulk
of which is for the A321 with firm orders of 36 with expected
deliveries between 2012-2015. Notably, LCC is the world's largest
operator of the model.

The A321 is largest version of the A320 with a stretched fuselage
that allows for 183 seats in a typical two-class configuration
versus 150 for the A320. The trend to 'upgauge' for LCC (and
several other carriers in the industry) is a response to the
higher load factors that have been sustained at record levels over
the last several quarters. The industry has been cutting back on
capacity to keep traffic flows above supply to support yields.
Better yield management and the ability to rightsize the network
to demand (both in terms of fleet mix and putting the right kinds
of planes on the right routes) has also enabled LCC and the
industry to benefit from both higher loads as well as higher
yields. Adding extra seats on a flight also enables the carrier to
lower its unit costs. LCC's 2012 capacity guidance for 1% growth
reflects the higher seat count on the A321s. The A321s are
currently the only Wi-Fi (GoGo) enabled aircraft in the LCC fleet,
although management is expanding Wi-Fi service on its entire
domestic fleet this year.

The flying range, seating capacity and enhancements of the A321
give it an important role in LCC's route map, making it an ideal
plane for routes between hub-to-hub or large cities. As the
airline's preferred single-aisle aircraft, Fitch believes it is
highly unlikely that LCC would reject these planes in the case of
a Chapter 11 filing.

US Airways' interest in acquiring American Airlines (AMR) in
bankruptcy has no impact on the ratings for this transaction.
Fitch expects the A321-200s to remain part of the core narrowbody
fleet, even if US Airways were to merge with American. The lack of
fleet commonality (AMR is primarily 'Boeing', and LCC is primarily
'Airbus') is more than offset by the sheer size of each fleet type
(especially for narrowbody aircraft) which is large enough to
support an infrastructure of pilots, crew, mechanics, and
maintenance. In addition, American's current orderbook includes
firm orders for 460 single-aisle aircraft including 260 from
Airbus and the remaining from Boeing.

RATING RISK FACTORS FOR THE A321-200
Although the A321 has 65 operators, the fleet is moderately
concentrated with about 51% of the A321s operated by 10 airlines,
but has broad geographic distribution among the key operators.
Europe has the largest share with 40% followed by Asia with 36%
share of the current fleet. Approximately 11% of fleet is in North
America, with US Airways being the largest operator (jetBlue and
Spirit are the other two). Three of the top 10 operators are
located in China, which is a dense and growing market where
traffic trends are likely to remain strong for the foreseeable
future.

A potential concern for A321 future market values comes from the
introduction of the NEO (new engine option) version with CFM Leap-
X engines or Pratt & Whitney PW1100G engines, with anticipated
fuel savings of 15% over the CEO (current engine option) models.
The advent of the A321neo could pressure future market values of
the A321ceos longer-term. However, Fitch views it as a bigger
threat to older generation aircraft rather than the aircraft in
this portfolio given that they are some of the youngest vintage of
this aircraft type. The first delivery of the NEO option for the
A321 is not expected until 2016/2017, and it will take some time
to produce a significant number of the new planes before it starts
pressuring market values. The actual impact is hard to quantify at
this point without knowing the traded price of the new engine. By
the time the NEO gains significant market penetration, most of the
debt outstanding on the senior tranche will be paid down through
scheduled amortization (which also assumes an aggressive
depreciation curve). Therefore, Fitch does not expect the impact
of the NEO to have a material effect on the risk of this
transaction.

Another factor that could become a concern affecting valuations
and depreciation rates is Airbus' high planned A320 family
production rates. Airbus' A320 rates were at 34 per month in 2010,
but the company has steadily raised rates to the current 40 per
month rate. Rates will move to 42/month in 4Q'12, and the company
is exploring pushing to 44/month.

US AIRWAYS RATINGS
Fitch's IDR of B- for US Airways' Inc. and parent LCC reflect the
consolidated entity's high lease-adjusted debt, sizeable upcoming
maturities, limited unencumbered assets and historically volatile
cash flow balanced by a significant improvement in the carrier's
traffic performance, operating earnings and liquidity over the
last two years. While significant risks remain, Fitch believes LCC
is in a better position to withstand a weak operating environment
or higher fuel costs than in the past. LCC's unhedged fuel
strategy appears to be working for now but is risky given the lack
of downside protection in a potential fuel spike. Other factors
supporting the ratings include structural changes in the U.S.
airline industry and LCC's relative cost position, including no
defined-benefit pension plan. LCC's cash flow metrics have also
improved in the past two years. Fitch forecasts (assuming very
conservative PRASM and jet fuel assumptions) modestly negative
free cash flow (FCF) this year as a result of higher aircraft
capital expenditures, but net of aircraft related financing FCF
should be positive. Despite improving earnings and cash flow,
LCC's lease-adjusted debt level is expected to remain high at
above six times by year-end, according to Fitch estimates. With
$13 billion in revenues, LCC is the is the fifth largest U.S.
airline with hubs in Philadelphia, Phoenix and Charlotte, in
addition to a large focus city operation at Washington's Reagan
National Airport (DCA) offering passenger service on more than
3,200 daily flights to over 200 airports in the U.S. and overseas.

Fitch expects LCC's credit quality and ratings to remain stable
through the course of the year. A downgrade is unlikely absent a
drastic and sustained fuel or demand shock that would become a
liquidity event, with accompanying tightness in credit markets.
LCC's interest in acquiring AMR out of bankruptcy has no impact on
its current ratings or outlook. No formal merger announcement has
been announced, but LCC's agreement on contract terms with major
AMR unions is a critical step that will support LCC's efforts to
potentially acquire AMR in bankruptcy. If there were a merger
announcement, Fitch would review its ratings and outlook based on
more details on synergies, labor negotiations, fleet plans and
financing that are made public. Fitch views consolidation as a
positive for the industry and a potential combination with AMR
would likely strengthen LCC's network, and credit profile longer-
term despite near-term challenges with integration.

Fitch has assigned the following ratings:

US Airways 2012-1 Pass Through Trust
--Series 2012-1 class A certificates 'A-';
--Series 2012-1 class B certificates 'BB-'.

Fitch currently rates US Airways as follows:

US Airways Group, Inc
--IDR 'B-';
--Senior secured term loan due 2014 'BB-/RR1';
--Senior unsecured convertible notes due 2014 and 2020 'CC/RR6'.

US Airways Inc.
--IDR 'B-'.


US AIRWAYS: Fitch Assigns 'B' Rating to New $118MM Cl. C Certs.
---------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to US Airways Inc's
proposed $118.6 million of series 2012-1 class C pass-through
certificates (C-tranche) with an expected maturity of October
2015.

The proceeds of this offering, along with the proceeds of the
class A and B certificates will be used to acquire equipment notes
(the notes) issued by US Airways ('B-'/Stable Outlook) and secured
by 12 new Airbus A321-200 aircraft scheduled for delivery between
September 2012 and March 2013 and two currently owned A321-200s
(delivered in 2009). Proceeds from this transaction will initially
be held in escrow and deposited with the designated Depository,
Natixis S.A. ('A+/F1+'/Negative Outlook) and withdrawn to purchase
the notes as the aircraft are financed upon delivery. The new
delivery aircraft will replace older, less fuel efficient aircraft
which US Airways is retiring.

US Airways' payment obligations under these notes will be fully
and unconditionally guaranteed by US Airways Group, Inc. (LCC). A
full list of LCC and US Airways Inc.'s corporate ratings are
listed at the end of the release.

The rating of 'B' on the C-tranche is a modest one-notch uplift
from US Airways' 'B-' IDR, as Fitch views the underlying risk of
the most junior tranche to be most closely aligned to the
airline's default ratings. Like the senior tranches, the C-tranche
benefits from Section 1110 (which effectively lowers the
probability of default compared to LCC's PD in Fitch's view), but
it lacks the credit support from a liquidity facility (unlike the
A and B tranches). Collateral coverage through the most
subordinate tranche is considered weak if any, which combined with
no liquidity facility supports the lower rating compared to the B-
tranche rated 'BB-'.

Each note will be fully cross-collateralized, and all indentures
will be fully cross-defaulted from the date of the issuance of
each applicable note. Fitch believes these provisions which are
standard enhancements of the modern EETC template, significantly
increase the likelihood that US Airways would affirm these notes
and the underlying aircraft, and continue to make payments on the
certificates in a potential bankruptcy scenario. Taken together,
these provisions treat all the aircraft as one pool of assets as
the collateral supporting this transaction, effectively limiting
LCC's ability to 'cherry-pick' which aircraft to affirm or reject
in a potential bankruptcy restructuring.

With 14 aircraft, the size of the collateral pool is slightly
bigger than the US Airways 2010-1 and 2011-1 EETCs but modest
compared to some EETCs issued by other carriers. The aircraft will
represent 4% of LCC's narrowbody fleet. The collateral in this
transaction with only one aircraft type is also less diverse than
US Airways' recent deals which included a mix of single-aisle
(both A320 and A321) and twin-aisle (A330) aircraft types. The
lack of diversity is mitigated by the high Affirmation Factor for
this transaction. The A320 family is the only narrowbody fleet for
US Airways and forms the backbone of the carrier's domestic
focused route network. US Airway's recent deliveries and pending
orders within the A320 family have primarily been for A321-200,
and the collateral aircraft in this deal represent the youngest
vintage in the carrier's fleet. Overall, Fitch considers the
collateral quality to be fairly solid as these A321-200s are
viewed as a (mid-range) Tier 1 aircraft that would have better
liquidity and lower value declines than less attractive aircraft
models in a potential aviation or economic downturn.

THE AFFIRMATION FACTOR (PRIMARY RATINGS RATIONALE FOR SUBORDINATED
TRANCHES)
Fitch's considers the Affirmation Factor for the aircraft in this
portfolio to be very high as the A321s are considered
strategically important to LCC. The airline is moving towards
becoming an all Airbus operator on the narrowbody side, with the
A320 family of aircraft expected to be the only single aisle
planes in LCC's fleet. Although LCC currently has 47 737 classics,
management is currently in the process of phasing out all its
older, less fuel efficient 737s by 2015.

The A320 family forms the backbone of LCC's domestic focused route
network and aircraft constitute the newest and most efficient
single aisle planes in LCC's fleet. The airline currently has 93
A319s, 72 A320s and 63 A321s. LCC's recent deliveries and pending
orders within the A320 family have been for the A321. LCC's
current orderbook includes an additional 58 A320 family aircraft
remaining under its 2007 purchase agreement with Airbus, the bulk
of which is for the A321 with firm orders of 36 with expected
deliveries between 2012-2015. Notably, LCC is the world's largest
operator of the model.

The A321 is the largest version of the A320 with a stretched
fuselage that allows for 183 seats in a typical two-class
configuration versus 150 for the A320. The trend to 'upgauge' for
LCC (and several other carriers in the industry) is a response to
the higher load factors that have been sustained at record levels
over the last several quarters. The industry has been cutting back
on capacity to keep traffic flows above supply to support yields.
Better yield management and the ability to rightsize the network
to demand (both in terms of fleet mix and putting the right kinds
of planes on the right routes) has also enabled LCC and the
industry to benefit from both higher loads as well as higher
yields. Adding extra seats on a flight also enables the carrier to
lower its unit costs. LCC's 2012 capacity guidance for 1% growth
reflects the higher seat count on the A321s. The A321s are
currently the only Wi-Fi (GoGo) enabled aircraft in the LCC fleet,
although management is expanding Wi-Fi service on its entire
domestic fleet this year.

The flying range, seating capacity and enhancements of the A321
give it an important role in LCC's route map, making it an ideal
plane for routes between hub-to-hub or large cities. As the
airline's preferred single-aisle aircraft, Fitch believes it is
highly unlikely that LCC would reject these planes in the case of
a Chapter 11 filing.

US Airways' interest in acquiring American Airlines (AMR) in
bankruptcy has no impact on the ratings for this transaction.
Fitch expects the A321-200s to remain part of the core narrowbody
fleet, even if US Airways were to merge with American. The lack of
fleet commonality (AMR is primarily 'Boeing', and LCC is primarily
'Airbus') is more than offset by the sheer size of each fleet type
(especially for narrowbody aircraft) which is large enough to
support an infrastructure of pilots, crew, mechanics, and
maintenance. In addition, American's current orderbook includes
firm orders for 460 single-aisle aircraft including 260 from
Airbus and the remaining from Boeing.

RATING RISK FACTORS FOR THE A321-200
Although the A321 has 65 operators, the fleet is moderately
concentrated with about 51% of the A321s operated by 10 airlines
but has broad geographic distribution among the key operators.
Europe has the largest share with 40% followed by Asia with 36%
share of the current fleet. Approximately 11% of the fleet is in
North America, with US Airways being the largest operator (jetBlue
and Spirit are the other two). Three of the top 10 operators are
located in China, which is a dense and growing market where
traffic trends are likely to remain strong for the foreseeable
future.

A potential concern for the A321 future market values comes from
the introduction of the NEO (new engine option) version with CFM
Leap-X engines or Pratt & Whitney PW1100G engines, with
anticipated fuel savings of 15% over the CEO (current engine
option) models. The advent of the A321neo could pressure future
market values of the A321ceos longer-term. However, Fitch views it
as a bigger threat to older generation aircraft rather than the
aircraft in this portfolio given that they are some of the
youngest vintage of this aircraft type. The first delivery of the
NEO option for the A321 is not expected until 2016/2017, and it
will take some time to produce a significant number of the new
planes before it starts pressuring market values. The actual
impact is hard to quantify at this point without knowing the
traded price of the new engine. By the time the NEO gains
significant market penetration, most of the debt outstanding on
the senior tranche will be paid down through scheduled
amortization (which also assumes an aggressive depreciation
curve). Therefore, Fitch does not expect the impact of the NEO to
have a material effect on the risk of this transaction.

Another factor that could become a concern affecting valuations
and depreciation rates is Airbus' high planned A320 family
production rates. Airbus' A320 rates were at 34 per month in 2010,
but the company has steadily raised rates to the current 40 per
month rate. Rates will move to 42/month in 4Q'12, and the company
is exploring pushing to 44/month.

US AIRWAYS RATINGS
Fitch's IDR of 'B-' for US Airways' Inc. and parent LCC reflect
the consolidated entity's high lease-adjusted debt, sizeable
upcoming maturities, limited unencumbered assets and historically
volatile cash flow balanced by a significant improvement in the
carrier's traffic performance, operating earnings and liquidity
over the last two years. While significant risks remain, Fitch
believes LCC is in a better position to withstand a weak operating
environment or higher fuel costs than in the past. LCC's unhedged
fuel strategy appears to be working for now but is risky given the
lack of downside protection in a potential fuel spike. Other
factors supporting the ratings include structural changes in the
U.S. airline industry and LCC's relative cost position, including
no defined-benefit pension plan. LCC's cash flow metrics have also
improved in the past two years. Fitch forecasts (assuming very
conservative PRASM and jet fuel assumptions) modestly negative
free cash flow (FCF) this year as a result of higher aircraft
capital expenditures, but net of aircraft related financing FCF
should be positive. Despite improving earnings and cash flow,
LCC's lease-adjusted debt level is expected to remain high at
above 6 times by year-end, according to Fitch estimates. With $13
billion in revenues, LCC is the is the fifth largest U.S. airline
with hubs in Philadelphia, Phoenix and Charlotte, in addition to a
large focus city operation at Washington's Reagan National Airport
(DCA) offering passenger service on more than 3,200 daily flights
to over 200 airports in the U.S. and overseas.

Fitch expects LCC credit quality and ratings to remain stable
through the course of the year. A downgrade is unlikely absent a
drastic and sustained fuel or demand shock that would become a
liquidity event, with accompanying tightness in credit markets.
LCC's interest in acquiring American Airlines (AMR) out of
bankruptcy has no impact on current ratings or Outlook. No formal
merger announcement has been announced, but LCC's agreement on
contract terms with major AMR unions is a critical step that will
support LCC's efforts to potentially acquire AMR in bankruptcy. If
there were a merger announcement, Fitch would review its ratings
and outlook based on more details on synergies, labor
negotiations, fleet plans and financing that are made public.
Fitch views consolidation as a positive for the industry and a
potential combination with AMR would likely strengthen LCC's
network, and credit profile longer-term despite near-term
challenges with integration.

For additional information, please see the following recent Fitch
press releases:

- 'Update: Fitch Rates US Airways' Proposed 2012-1 EETC Class A
   Certs 'A-' & Class B Certs 'BB-''(April 30, 2012);
- ' Fitch Rates US Airways' Proposed 2012-1 EETC Class A Certs
   'A-' & Class B Certs 'BB-''(April 30, 2012);
- 'Fitch Upgrades US Airways' IDR to 'B-'; Outlook Stable' (April
   20, 2012).

Fitch has assigned the following rating:

US Airways 2012-1 Pass Through Trust
- Series 2012-1 class C certificates 'B'.

Fitch currently rates US Airways as follows:

US Airways 2012-1 Pass Through Trust
-Series 2012-1 class A certificates 'A-';
-Series 2012-1 class B certificates 'BB-'.

US Airways Inc.
-IDR 'B-'.

US Airways Group, Inc
-IDR 'B-';
-Senior secured term loan due 2014 'BB-/RR1'
-Senior unsecured convertible notes due 2014 and 2020 'CC/RR6'.


WELLS FARGO: Fitch Affirms 'Bsf' Rating of $19.9MM Class F Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Wells Fargo Bank, N.A.'s
WFRBS 2011-C3 commercial mortgage pass-through certificates.

Fitch's affirmations are based on the stable performance of the
underlying collateral pool, as no loans have been delinquent or
specially serviced since issuance. Limited updated financial
information was collected by the master servicer, which is not
uncommon for a first review after issuance.

The transaction is geographically diversified across 36 states.
However, the transaction has high loan concentration with the top
10 loans representing 49% of the pool and the top 15 representing
58.5%.

As of April 2012 distribution date, the pool's aggregated
principal balance has been reduced by 1% to $1.434 billion from
$1.446 billion at issuance.

The largest loan of the pool (12.8%) is secured by a 741,229 SF
regional mall and 116,312 SF of office space in Coral Gables, FL,
which is approximately six miles southwest of downtown Miami. The
mall is anchored by Nordstrom and Neiman Marcus, which own their
stores and are not part of the collateral. As of third quarter
2011, the occupancy was 89% compared to 90.3% at issuance.
Servicer-reported third-quarter 2011 debt service coverage ratio
(DSCR) was 1.50 times (x), compared to 1.54x at issuance.

The second largest loan (6.9%) is secured by an 821-room full
service hotel in downtown Minneapolis, MN. As of Jan. 31, 2012,
the trailing-12-month (TTM) occupancy, ADR and RevPar were 73.6%,
$142.53 and $104.91, respectively, compared to 72.1%, $137.17, and
$98.90, respectively, at issuance. DSCR at issuance was 1.82x.

The third largest loan of the pool (6.8%) is secured by a 532,149
SF regional mall in Little Rock, AR. The mall is anchored by two
Dillard's stores, Men's & Children and Women's & Home, which own
their stores and are not part of the collateral. Year-end 2011
occupancy was 99.97% compared to 98.9%. Servicer-reported third-
quarter 2011 DSCR was 1.43x, compare to 1.44x at issuance.

Fitch affirms the following classes:

- $90.7 million class A-1 'AAAsf'; Outlook Stable;
- $313.1 million class A-2 'AAAsf'; Outlook Stable;
- $123.5 million class A-3 'AAAsf'; Outlook Stable;
- $102 million class A-3FL 'AAAsf; Outlook Stable;
- $557 million class A-4 'AAAsf'; Outlook Stable;
- IO class X-A 'AAAsf'; Outlook Stable;
- $41.6 million class B 'AAsf'; Outlook Stable;
- $47 million class C 'Asf'; Outlook Stable;
- $79.5 million class D 'BBB-sf'; Outlook Stable;
- $21.7 million class E 'BBsf'; Outlook Stable;
- $19.9 million class F 'Bsf'; Outlook Stable.

Fitch does not rate the interest-only class X-B or the $40 million
class G.


* Moody's Expects Weaker Auto Loan ABS Pool Performance in 2012
---------------------------------------------------------------
The performance of securities backed by auto financing assets
diverged during first-quarter 2012, says Moody's Investors Service
in its latest quarterly auto loan, auto lease and auto floorplan
sector summaries. Recent vintage auto loan ABS pools deteriorated
in comparison to earlier vintages, while auto lease ABS and auto
floorplan ABS continued to improve.

However, Moody's still does not foresee drastic changes in
industry dynamics due to macroeconomic weakness, and anticipates
only marginal deterioration in used vehicle prices, as new vehicle
sales rise in 2012 above 2011 levels.

The performance of auto loan ABS pools, particularly subprime
pools, took a turn for the worse in first-quarter 2012, because of
lessee's weakened credit profiles. The improvement in performance
that began with the 2009 issuance reversed itself with the 2011
vintage. Subprime lenders have led the way, making cyclical credit
adjustments that are typical in a recovering economy. Credit
easing in prime pools has been slower and more limited, but these
pools will also weaken.

"Because of loosening underwriting, we expect the performance of
auto loan pools securitized in 2011 and thus far in 2012 to be
weaker than that of pools securitized in 2010, which have been the
strongest performers since the credit tightening that began in
2008," says Sanjay Wahi, a Moody's Vice President and Analyst.

"We've lowered our loss expectations on loan pools from 2009 and
2010 significantly because of a strong used vehicle market and an
improving economy, but we still expect that any future adjustments
to our expectations for the 2011 pools will be less dramatic."

The 2011 pools, despite being weaker than the 2010 pools, should
still outperform pools going back to 2002. The underlying credit
in prime pools is still strong, and all-time highs in recoveries
on repossessed vehicles since mid-2009 are helping the performance
of both prime and subprime pools, particularly subprime pools,
because of the higher loan default rate.

Moody's monitors more than $53 billion of publicly rated auto loan
ABS issued in 138 securitizations.

With regard to auto lease ABS, the performance of Moody's rated
transactions remains strong, despite the sluggish recovery.
Transactions are performing better than original expectations in
terms both of credit loss and residual value realization. The
sector is still benefitting from the substantial improvement in
used vehicle prices, the result of lower new vehicles sales and a
dearth of trade-ins. Throughout 2011 and early 2012, residual
gains in the auto lease ABS sector ranged from 8% to 19%.

"We expect credit losses on lease payments to stay low because of
lessees' strong credit profiles and the strong used vehicle
market," says Mr. Wahi.

"Exceptionally high used vehicle prices will also continue to
decrease, maybe even eliminate, residual losses on lease turn-ins.
However, we do expect a slight deterioration in used vehicle
prices, as new vehicle sales increase to a projected 14.7 million
new units in 2012 from 12.7 million in 2011."

Moody's monitors around $10 billion in auto lease ABS, in 15
securitizations, up from $7.7 billion in January 2012.

In auto floorplan ABS, the successful restructuring of the auto
industry continues to support credit quality.

"Having spent the last three years restructuring, US original
equipment manufacturers are no longer overproducing and have
retreated from expensive incentives to push sales," says Keith Van
Doren, a Moody's Analyst.

The US OEMs' production, pricing, and incentives during the last
few years have been more sustainable. And these new practices have
strengthened the domestic manufacturers and their dealership
bases, and improving inventory management, all of which have been
positive performance drivers for US auto floorplan ABS
transactions.

Moody's monitors around $26 billion in outstanding floorplan
securitizations.

Moody's Quarterly Auto Loan, Lease, and Floorplan Sector Summaries
consolidate the credit assumptions and performance data used to
monitor ratings on outstanding publicly rated auto ABS. The
underlying data are in Excel format, which allows users the
flexibility to generate customized reports or perform additional
analyses. The summary includes both transaction (pool) and tranche
level data.



* Moody's Takes Rating Actions on $593MM Prime RMBS Transactions
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 61
tranches, confirmed the ratings of 16 tranches, and upgraded the
rating of one tranche from 15 RMBS transactions, backed by prime
jumbo loans, issued from miscellaneous shelves.

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 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 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 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: GSR Mortgage Loan Trust 2003-13

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

Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2003-HYB1

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

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

Cl. A-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Ba3 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3 (sf); previously on Jan 31, 2012 B1
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to C (sf); previously on Apr 22, 2011
Downgraded to Ca (sf)

Issuer: Mortgage Pass-Through Certificates, MLMI Series 2003-A3

Cl. I-A, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-IO, Downgraded to Baa1 (sf); previously on Feb 22, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Issuer: Mortgage Pass-Through Certificates, MLMI Series 2003-A5

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

Cl. II-A-6, Downgraded to A2 (sf); previously on Apr 18, 2011
Downgraded to Aa3 (sf)

Cl. II-A-7, Downgraded to A3 (sf); previously on Apr 18, 2011
Downgraded to A1 (sf)

Cl. II-A-IO, Downgraded to A3 (sf); previously on Feb 22, 2012
Downgraded to A1 (sf)

Cl. M-1, Downgraded to Ba3 (sf); previously on Apr 18, 2011
Downgraded to Baa2 (sf)

Cl. M-2, Downgraded to B3 (sf); previously on Apr 18, 2011
Downgraded to B1 (sf)

Issuer: MRFC Mortgage Pass-Through Certificates, Series 2001-TBC1

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

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

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

Cl. B-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Downgraded to Ba3 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B-4, Downgraded to B3 (sf); previously on Jan 31, 2012 Baa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-5, Downgraded to Caa2 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: MRFC Mortgage Pass-Through Certificates, Series 2002-TBC1

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

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

Cl. B-1, Downgraded to A3 (sf); previously on Jul 28, 2009
Downgraded to Aa3 (sf)

Cl. B-2, Downgraded to Baa2 (sf); previously on Jan 31, 2012 A1
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Issuer: MRFC Mortgage Pass-Through Trust, Series 2002-TBC2

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

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

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

Cl. B-2, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Baa2
(sf) Placed Under Review for Possible Downgrade

Cl. B-4, Downgraded to B3 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. B-5, Downgraded to Caa1 (sf); previously on Jan 31, 2012 B2
(sf) Placed Under Review for Possible Downgrade

Issuer: Prime Mortgage Trust 2003-1

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

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

Cl. A-9, Downgraded to A1 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-11, Downgraded to A2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-14, Downgraded to A2 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. A-15, Downgraded to A2 (sf); previously on Jan 31, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

Cl. PO, Downgraded to A2 (sf); previously on Jun 14, 2003 Assigned
Aaa (sf)

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

Issuer: Prime Mortgage Trust 2004-2

Cl. A-1, Downgraded to A1 (sf); previously on Apr 27, 2011
Confirmed at Aaa (sf)

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

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

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

Cl. A-5, Downgraded to A1 (sf); previously on Feb 22, 2012 Aaa
(sf) Placed Under Review for Possible Downgrade

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

Cl. PO, Downgraded to A1 (sf); previously on Apr 27, 2011
Confirmed at Aaa (sf)

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

Issuer: Provident Funding Mortgage Loan Trust 2003-1

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

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

Cl. B-2, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Downgrade

Issuer: Provident Funding Mortgage Loan Trust 2004-1

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

Cl. I-A-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa3
(sf) Placed Under Review for Possible Downgrade

Cl. I-A-3, Downgraded to Ba2 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Caa1 (sf); previously on Jan 31, 2012 Ba2
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Ca (sf); previously on Apr 22, 2011
Downgraded to Caa2 (sf)

Cl. B-3, Downgraded to C (sf); previously on Apr 22, 2011
Downgraded to Ca (sf)

Issuer: RFMSI Series 2003-S11 Trust

A-5, Upgraded to A3 (sf); previously on Jan 31, 2012 Baa2 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: RFMSI Series 2003-S6 Trust

A-8, Confirmed at Baa3 (sf); previously on Jan 31, 2012 Baa3 (sf)
Placed Under Review for Possible Upgrade

A-9, Confirmed at A3 (sf); previously on Jan 31, 2012 A3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: RFMSI Series 2004-SA1 Trust

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

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

Cl. A-III, Downgraded to Baa1 (sf); previously on Jan 31, 2012 A2
(sf) Placed Under Review for Possible Upgrade

Issuer: RFSC Series 2002-RM1 Trust

Cl. A-I-1, Downgraded to A3 (sf); previously on Apr 22, 2011
Confirmed at Aaa (sf)

Cl. A-I-2, Downgraded to A3 (sf); previously on Apr 22, 2011
Confirmed at Aaa (sf)

Cl. A-I-3, Downgraded to A3 (sf); previously on Apr 22, 2011
Confirmed at Aaa (sf)

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

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

Cl. AP-1, Downgraded to A3 (sf); previously on Apr 22, 2011
Confirmed at Aaa (sf)

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

Cl. M-I-2, Downgraded to Baa3 (sf); previously on Jan 31, 2012 Aa2
(sf) Placed Under Review for Possible Downgrade

Cl. M-I-3, Downgraded to B2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

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

Cl. M-II-3, Confirmed at Baa1 (sf); previously on Jan 31, 2012
Baa1 (sf) Placed Under Review for Possible Upgrade

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF283850

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


* Moody's Takes Rating Actions on $157 Million Subprime RMBS
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches and confirmed the ratings of ten tranches from eight RMBS
transactions, backed by Subprime loans, issued by CIT Home Loan,
Conseco Finance Home Equity Loan, Securitized Asset Backed
Receivables (SABR), AFC Mortgage Loan, and ITLA Mortgage Loan
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).

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: AFC Mortgage loan Asset Backerd Certificates, 1998-4

1A-1, Downgraded to Caa2 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on Jan 31,
2012 Caa1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

1A-2, Downgraded to Caa2 (sf); previously on Jan 31, 2012 Caa1
(sf) Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa2 (sf); previously on Jan 31,
2012 Caa1 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

Issuer: AFC Mtg Loan AB Certs 1999-1

1A, Downgraded to Caa3 (sf); previously on Jan 31, 2012 Caa2 (sf)
Placed Under Review for Possible Downgrade

Underlying Rating: Downgraded to Caa3 (sf); previously on Jan 31,
2012 Caa2 (sf) Placed Under Review for Possible Downgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

Issuer: AFC Mtg Loan AB Notes 2000-1

Cl. 1A, Confirmed at Caa3 (sf); previously on Jan 31, 2012 Caa3
(sf) Placed Under Review for Possible Upgrade

Underlying Rating: Confirmed at Caa3 (sf); previously on Jan 31,
2012 Caa3 (sf) Placed Under Review for Possible Upgrade

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

Issuer: CIT Home Equity Loan Trust 2002-1

Cl. AF-5, Confirmed at B1 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. AF-6, Confirmed at Ba3 (sf); previously on Jan 31, 2012 Ba3
(sf) Placed Under Review for Possible Upgrade

Cl. AF-7, Confirmed at B1 (sf); previously on Jan 31, 2012 B1 (sf)
Placed Under Review for Possible Upgrade

Cl. MV-1, Confirmed at Caa2 (sf); previously on Jan 31, 2012 Caa2
(sf) Placed Under Review for Possible Upgrade

Issuer: Conseco Finance Home Equity Loan Trust 2001-C

Cl. M-1, Downgraded to A1 (sf); previously on Aug 29, 2001
Assigned Aa3 (sf)

Cl. M-2, Confirmed at Ba1 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Upgrade

Cl. B-1, Confirmed at B3 (sf); previously on Jan 31, 2012 B3 (sf)
Placed Under Review for Possible Upgrade

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-DO2

Cl. M-1, Downgraded to Ba2 (sf); previously on Jan 31, 2012 Ba1
(sf) Placed Under Review for Possible Downgrade

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-OP2

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

Cl. M-1, Confirmed at B2 (sf); previously on Jan 31, 2012 B2 (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_SF283832

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


* S&P Cuts Ratings on 11 Classes From 5 JPMorgan CMBS Deals to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of commercial mortgage pass-through certificates from five
U.S. commercial mortgage-backed securities (CMBS) transactions due
to current and potential interest shortfalls.

"We lowered our ratings on 11 of these classes to 'D (sf)' because
we expect the accumulated interest shortfalls to remain
outstanding for the foreseeable future. The 11 classes that we
downgraded to 'D (sf)' have had accumulated interest shortfalls
outstanding between one and 11 months," S&P said. The recurring
interest shortfalls for the certificates are primarily due to one
or more of these g factors:

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

  * The lack of servicer advancing for assets where the servicer
    has made nonrecoverable advance declarations;

  * Special servicing fees; and

  * Interest rate reductions or deferrals resulting from loan
    modifications.

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

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

"Servicer nonrecoverable advance declarations can prompt
shortfalls due to a lack of debt service advancing, the recovery
of previously made advances deemed nonrecoverable, or the failure
to advance trust expenses when nonrecoverable declarations have
been determined. Trust expenses may include, but are not limited
to, property operating expenses, property taxes, insurance
payments, and legal expenses," S&P said.

"We detail the 21 downgraded classes from the five U.S. CMBS
transactions," S&P said.

JPMorgan Chase Commercial Mortgage Securities Corp. Series 2002-C3

"We lowered our rating to 'CCC- (sf)' on the class E certificate
from JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2002-C3 due to accumulated interest shortfalls outstanding for
eight months, primarily from ASER amounts related to three ($7.0
million; 1.4%) of the seven assets ($51.0 million; 10.0%) that are
currently with the special servicer, Torchlight Loan Services
LLC, interest not advanced ($157,012), and special servicing fees
($28,031). As of the April 12, 2012, trustee remittance report,
ARAs totaling $4.0 million were in effect for three specially
serviced assets and the total reported ASER amount was $20,037.
The reported monthly interest shortfalls totaled $206,287, and the
shortfalls have affected all of the classes subordinate to and
including class F," S&P said.

JPMorgan Chase Commercial Mortgage Securities Corp. Series 2004-
LN2

"We lowered our ratings on the class D, E, F, G, H, J, and K
certificates from JPMorgan Chase Commercial Mortgage Securities
Corp.'s series 2004-LN2. We lowered our ratings on the class G, H,
J, and K certificates to 'D (sf)' to reflect accumulated interest
shortfalls outstanding between four and eight months,
respectively, primarily due to ASER amounts related to seven
($68.1 million; 7.7%) of the 14 ($130.5 million; 14.8%) assets
that are currently with the special servicer, CWCapital Asset
Management LLC (CWCapital), interest not advanced on two assets
that the master servicer has declared nonrecoverable ($41,474),
and special servicing fees ($25,905). We lowered our ratings on
classes D, E, and F due to reduced liquidity support available to
these classes and the potential for these classes to experience
interest shortfalls in the future related to the specially
serviced assets. As of the April 16, 2012, trustee remittance
report, ARAs totaling $29.9 million were in effect for seven of
the 14 specially serviced assets. The total reported monthly ASER
amount was $144,185. The reported monthly interest shortfalls,
net of ASER recoveries of $106,228, totaled $107,164 and these
shortfalls have affected all of the classes subordinate to and
including class H," S&P said.

JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-
LDP1

"We lowered our ratings on the class G, H, J, and K certificates
from JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2005-LDP1. We lowered our ratings on the class J and K
certificates to 'D (sf)' to reflect accumulated interest
shortfalls outstanding for one and eight months, primarily due to
ASER amounts related to seven ($57.1 million; 3.1%) of the 13
loans ($182.8 million; 10.0%) that are currently with the special
servicer, C-III Asset Management LLC, and special servicing fees
($23,914). We lowered our ratings on classes G and H due to
reduced liquidity support available to these classes and the
potential for these classes to experience interest shortfalls in
the future related to the specially serviced loans. As of the
April 16, 2012, trustee remittance report, ARAs totaling $21.3
million were in effect for seven of the 13 specially serviced
loans, and the total reported ASER amount was $106,753. The
reported monthly interest shortfalls, which includes, based on
information from the master servicer, a one-time recoup of
servicer's advances of $153,716, totaled $300,926, and theses
shortfalls have affected all of the classes subordinate to and
including class H," S&P said.

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP6

"We lowered our ratings on the class C, D, E, and F certificates
from JPMorgan Chase Commercial Mortgage Securities Trust 2006-
LDP6. We lowered our ratings on the class D, E, and F certificates
to 'D (sf)' to reflect accumulated interest shortfalls outstanding
between four and seven months, primarily due to ASER amounts
related to 11 ($91.6 million; 5.3%) of the 13 assets ($105.7
million; 6.2%) that are currently with the special servicer,
CWCapital, an interest rate modification ($30,363), and special
servicing fees ($54,464)," S&P said.

"We lowered our rating on class C due to reduced liquidity support
available to this class. As of the April 16, 2012, trustee
remittance report, ARAs totaling $53.8 million were in effect for
11 of the 13 specially serviced assets, and the total reported
ASER amount was $226,685. The reported monthly interest shortfalls
totaled $317,500, and the shortfalls have affected all of the
classes subordinate to and including class D," S&P said.

JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11

"We lowered our ratings on the class D, E, F, G, and H
certificates from JPMorgan Chase Commercial Mortgage Securities
Trust 2007-LDP11. We lowered our ratings on classes G and H
certificates to 'D (sf)' to reflect accumulated interest
shortfalls outstanding for five and 11 months, primarily due to
ASER amounts related to 24 ($632.1 million; 12.5%) of the 37
assets ($1.21 billion; 23.8%) that are currently with the special
servicer, CWCapital, and special servicing fees ($213,076). We
lowered our ratings on classes D, E and F due to reduced liquidity
support available to these classes and the potential for these
classes to experience interest shortfalls in the future related to
the specially serviced assets. As of the April 16, 2012, trustee
remittance report, ARAs totaling $323.0 million were in effect for
24 of the 37 specially serviced assets, and the total reported
ASER amount was $1.64 million. The reported monthly interest
shortfalls, net of ASER recoveries of $839,022, totaled $1.26
million, and the shortfalls have affected all of the classes
subordinate to and including class H," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATINGS LOWERED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-C3
                                           Reported
          Rating        Credit      interest shortfalls
Class  To      From     enhcmt(%)  Current  Accumulated
E     CCC-(sf)   B+(sf)      10.59        (50,729)    74,276

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-LN2
                                           Reported
         Rating         Credit       interest shortfalls
Class  To      From     enhcmt(%)   Current  Accumulated
D      BB+ (sf)  BBB (sf)     7.98             0          0
E      B- (sf)   BB+ (sf)     6.92             0          0
F      CCC- (sf) B- (sf)      4.99             0          0
G      D (sf)    CCC (sf)     3.58        (39,653)     44,844
H      D (sf)    CCC- (sf)    1.64         82,951     624,560
J      D (sf)    CCC- (sf)    0.93         27,459     274,587
K      D (sf)    CCC- (sf)    0.23         27,454     274,543

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP1

                                          Reported
         Rating          Credit       interest shortfalls
Class  To      From      enhcmt(%)   Current  Accumulated
G      B(sf)     BB (sf)       4.29             0         0
H      CCC-(sf)  B+ (sf)       2.52         113,419    113,419
J      D(sf)     B (sf)        1.93          43,905     43,905
K      D(sf)     CCC-(sf)      1.14          58,544    173,726

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP6
Commercial mortgage pass-through certificates
                                            Reported
         Rating          Credit       interest shortfalls
Class  To      From      enhcmt(%)   Current  Accumulated
C      CCC+(sf)   B(sf)        5.79              0          0
D      D(sf)      B-(sf)       3.76           8,541     106,949
E      D(sf)      CCC(sf)      2.51         102,930     561,950
F      D(sf)      CCC-(sf)     0.79         141,530     967,190

JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11
Commercial mortgage pass-through certificates
                                          Reported
         Rating         Credit        interest shortfalls
Class  To      From     enhcmt(%)   Current  Accumulated
D      CCC+(sf)   B-(sf)      9.10               0          0
E      CCC sf)    B-(sf)      8.56               0          0
F      CCC-(sf)   CCC+(sf)    7.63               0          0
G      D(sf)      CCC-(sf)    6.56        (348,030)    487,686
H      D(sf)      CCC-(sf)    5.22         338,533    3,426,673


* S&P Takes Various Rating Actions on 16 Tranches From 12 US CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 16
tranches from 12 corporate-backed synthetic CDO transactions and
removed them from CreditWatch with positive implications. "In
addition, we lowered two ratings from two corporate-backed
synthetic CDO transactions and removed them from CreditWatch with
negative implications. Furthermore, we affirmed 13 ratings from
six corporate-backed synthetic CDO transactions," S&P said.

"The upgrades are from synthetic CDOs that experienced a
combination of upward rating migration in their underlying
reference portfolios, seasoning of the underlying reference names
and an increase in the synthetic rated overcollateralization
(SROC) ratios above 100% at higher rating levels as of the April
review and at our projection of the SROC ratios in 90 days
assuming no credit migration. The downgrades were from synthetic
CDOs that had experienced negative rating migration in their
underlying reference portfolios or had reductions to the credit
enhancement available to them. The affirmations are from synthetic
CDOs that had appropriate credit support at their current rating
level," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

   http://standardandpoorsdisclosure-17g7.com/1111582.pdf

RATING ACTIONS

ARLO IX Ltd.
2007 (FTD-SAPPHIRE) A
                                 Rating
Class                    To                  From
Tranche                  BBB+ (sf)           BBB+ (sf)

ARLO IX Ltd.
2007 (FTD-SAPPHIRE) B
                                 Rating
Class                    To                  From
Tranche                  BBB+ (sf)           BBB+ (sf)

Credit Default Swap
$225 mil Swap Risk Rating - "Paoli" Ref No. 64451
                              Rating
Class                    To           From
Tranche                  BB+srp (sf)  BB+srp (sf)/Watch Pos

Credit Default Swap
$400 mil Credit Default Swap - CRA500046
                                 Rating
Class                    To                  From
Swap                     AAAsrp (sf)         AAAsrp (sf)

Credit Default Swap
$400 mil Credit Default Swap - CRA800186
                                 Rating
Class                    To                  From
Swap                     AAAsrp (sf)         AAAsrp (sf)

Greylock Synthetic CDO 2006
Series 3
                              Rating
Class                    To             From
A1-EURLMS                A- (sf)        BBB+ (sf)/Watch Pos

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

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

Morgan Stanley Managed ACES SPC
Series 2005-1
                                Rating
Class                    To              From
III A                    BB- (sf)        B+ (sf)/Watch Pos
III B                    BB- (sf)        B+ (sf)/Watch Pos
III C                    BB- (sf)        B+ (sf)/Watch Pos
III D                    BB- (sf)        B+ (sf)/Watch Pos

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

Morgan Stanley Managed ACES SPC
Series 2007-16
                                Rating
Class                    To              From
IB                       BB- (sf)        BB- (sf)/Watch Pos

Newport Waves CDO
Series 2
                                 Rating
Class                    To                  From
A1-$FMS                  BB+ (sf)            BB+ (sf)
A1-$LS                   BB- (sf)            BB- (sf)
A1A-$LS                  BB- (sf)            BB- (sf)
A1B-$LS                  B+ (sf)             B+ (sf)
A3-$LMS                  B (sf)              B (sf)
A3A-$LMS                 B- (sf)             B- (sf)
A7-$LS                   CCC- (sf)           CCC- (sf)

Newport Waves CDO
Series 7
                                 Rating
Class                    To                  From
A1-ELS                   BB- (sf)            BB- (sf)
A3-ELS                   CCC- (sf)           CCC- (sf)

North Street Referenced Linked Notes 2005-9 Limited
                                 Rating
Class                    To                  From
C                        AAA (sf)        AA+ (sf)/Watch Pos
D                        AA+ (sf)        AA- (sf)/Watch Pos

Rutland Rated Investments
Series 2006-2 (28)
                               Rating
Class                    To             From
A1A-L                    B- (sf)        CCC- (sf)/Watch Pos

Rutland Rated Investments
EUR5 mil, $197 mil  Dryden XII - IG Synthetic CDO 2006-1
                                Rating
Class                    To              From
A5-$LS                   BB+ (sf)        BB (sf)/Watch Pos

Rutland Rated Investments
$105 mil Dryden XII - IG Synthetic CDO 2006-2
                                Rating
Class                    To              From
A1A-$LS                  BBB+ (sf)       BBB (sf)/Watch Pos

STEERS Thayer Gate CDO Trust, Series 2006-1
                                Rating
Class                    To              From
Trust Cert               CCC+ (sf)       B- (sf)/Watch Neg

STEERS Thayer Gate CDO Trust, Series 2006-2
                                Rating
Class                    To              From
Trust Unit               CCC+ (sf)       B- (sf)/Watch Neg

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


* S&P Lowers Ratings on Five Classes From 2 Seawall CDOs to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from two U.S. synthetic collateralized debt obligation
(CDO) transactions following interest shortfalls.

The downgrades reflect the interest shortfalls affecting all the
rated tranches, according to the April 19, 2012, trustee report.
The two transactions have portfolios that reference predominantly
commercial mortgage-backed securities (CMBS).

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATING ACTIONS

Seawall 2006-4 Ltd.
             Rating       Rating
Class        To           From
A            D (sf)       CC (sf)
B            D (sf)       CC (sf)
C            D (sf)       CC (sf)
D-1          D (sf)       CC (sf)

Seawall 2006-4a Ltd.
             Rating       Rating
Class        To           From
D-1          D (sf)       CC (sf)


* S&P Downgrades 8 Ratings on 2 U.S. CMBS Transactions
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from two
U.S. commercial mortgage-backed securities (CMBS) transactions due
to interest shortfalls.

"The downgrades reflect current interest shortfalls. We lowered
our ratings on seven of these classes to 'D (sf)' because we
expect the accumulated interest shortfalls to remain outstanding
for the foreseeable future. The seven classes that we downgraded
to 'D (sf)' had accumulated interest shortfalls outstanding
between two and 12 months," S&P said. The recurring interest
shortfalls for the certificates are primarily due to one or more
of these factors:

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

  * The lack of servicer advancing for assets where the servicer
    has made nonrecoverable advance declarations;

  * Special servicing fees; and

  * Interest rate reductions or deferrals resulting from loan
    modifications.

"Standard & Poor's analysis primarily considered the ASER amounts
based on appraisal reduction amounts (ARAs) calculated using
recent Member of the Appraisal Institute (MAI) appraisals. We also
considered servicer nonrecoverable advance declarations, special
servicing fees, and interest rate reductions and deferrals
resulting from loan modifications that are likely, in our view, to
cause recurring interest shortfalls," S&P said.

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

"Servicer nonrecoverable advance declarations can prompt
shortfalls due to a lack of debt service advancing, the recovery
of previously made advances deemed nonrecoverable, or the failure
to advance trust expenses when nonrecoverable declarations have
been determined. Trust expenses may include, but are not limited
to, property operating expenses, property taxes, insurance
payments, and legal expenses," S&P said.

"We detail the eight downgraded classes from the two U.S. CMBS
transactions," S&P said.

               Commercial Mortgage Trust 2007-GG11

"We lowered our ratings on the class C, D, E, F, G, H and J
certificates from Commercial Mortgage Trust 2007-GG11. We lowered
our ratings on the class D, E, F, G, H and J certificates to 'D
(sf)' due to accumulated interest shortfalls outstanding between
two and 11 months. The accumulated interest shortfalls resulted
primarily from ASER amounts and special servicing fees ($159,276).
We downgraded class C to 'CCC- (sf)' due to reduced liquidity
support available to the class. Class C had experienced interest
shortfalls for one month. As of the April 12, 2012 trustee
remittance report, the master servicer, Wells Fargo Bank N.A.
(Wells Fargo), reported ARAs totaling $243.9 million in effect for
10 specially serviced assets. The total reported monthly ASER
amount on these assets was $1.3 million. The reported monthly
interest shortfalls totaled $1.5 million and have affected all of
the classes subordinate to and including class B," S&P said.

"The special servicer, LNR Partners LLC (LNR), informed us that
the Bush Terminal loan, which has a trust balance of  $250.0
million (9.6%) and a whole-loan balance of $300.0 million, was
modified on April 6, 2012 and the terms of the modification
include the following: creating a $190.0 million A note at a
reduced pay interest rate of 4.68% for 12 months with the balance
accruing at the 6.28% contractual rate and a $110.0 million B
(Hope) note accruing interest at its contractual 6.28% rate. In
addition, the borrower is contributing $15.0 million toward paying
past due amounts including paying off the $9.0 million accumulated
ASER amounts associated with this loan. Based on the terms of the
modification, we do not anticipate the $900,238 ASER amounts to
continue; however, we expect interest shortfalls totaling
approximately $690,806 due to the rate modification on this loan
to affect the trust going forward, and we considered this in our
rating actions," S&P said.

      Wachovia Bank Commercial Mortgage Trust Series 2005-C18

"We lowered our rating on the class J certificates from Wachovia
Bank Commercial Mortgage Trust's series 2005-C18 to 'D (sf)' to
reflect accumulated interest shortfalls outstanding for 12 months.
The shortfalls were primarily due to ASER amounts related to two
($12.5 million, 1.1%) of the four assets ($53.4 million, 4.9%)
that are currently with the special servicer, Situs Holdings LLC,
shortfall due to rate modification of $59,871, interest not
advanced of $15,385 associated with the Kelly Road Self Storage
asset ($3.1 million, 0.3%) which was deemed nonrecoverable by the
master servicer, Wells Fargo, on March 1, 2011, workout fees of
$6,828 and special servicing fees of $11,143. As of the April 17,
2012, trustee remittance report, Wells Fargo reported ARAs
totaling $4.3 million in effect for two assets and a total
reported monthly ASER amount of $16,990. Accumulated interest
shortfalls have affected all of the classes subordinate to and
including class J," S&P said.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATINGS LOWERED

Commercial Mortgage Trust 2007-GG11
Commercial mortgage pass-through certificates

                            Credit             Reported
          Rating       enhancement  interest shortfalls ($)
Class  To         From         (%)      Current Accumulated
C      CCC- (sf)  B- (sf)     9.34      141,031    141,031
D      D (sf)     CCC+ (sf)   8.57      105,770    188,972
E      D (sf)     CCC+ (sf)   7.28      176,288  1,074,187
F      D (sf)     CCC (sf)    6.77       70,513    693,637
G      D (sf)     CCC (sf)    5.48      176,288  1,734,145
H      D (sf)     CCC- (sf)   4.57      123,398  1,213,865
J      D (sf)     CCC- (sf)   3.54      141,031  1,512,675

Wachovia Bank Commercial Mortgage Trust
Commercial Mortgage pass-through certificates series 2005-C18

                          Credit          Reported
          Rating     enhancement    interest shortfalls ($)
Class  To         From         (%)     Current  Accumulated
J      D (sf)     CCC- (sf)   2.32       10,382     181,098


* S&P Affirms 'CCC-' Ratings on 14 Classes From 2 CRE CDO Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from MAX CMBS I Ltd.'s series 2007-1 and 2008-1 and COMM
2008-RS3, commercial real estate collateralized debt obligation
(CRE CDO) transactions. "At the same time, we removed these
ratings from CreditWatch with negative implications. We also
affirmed our 'CCC- (sf)' ratings on 14 classes from MAX CMBS I
Ltd.'s series 2008-1 and COMM 2008-RS3 and removed them from
CreditWatch with negative implications. Subsequently, we
withdrew our ratings on the classes from both MAX CMBS I Ltd.
deals upon request from the issuer," S&P said.

"The downgrades and affirmations reflect our analysis of the
transactions' liability structures 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. Our criteria include 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," S&P said.

"We based our ratings on the COMM 2008-RS3 on the credit
characteristics of the underlying CMBS collateral from MAX 2008-1.
According to the April 17, 2012, trustee report, MAX 2008-1 and
MAX 2007-1 are collateralized by 156 CMBS certificates ($7.114
billion, 90% of the combined transaction balances) from 99
distinct transactions issued between 2005 and 2007. The collateral
also includes 12 collateralized debt obligation (CDO) classes
($776.6 million, 10%) from 12 distinct transactions," S&P said.

Standard & Poor's will continue to review COMM 2008-RS3 and will
address 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 determines necessary.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

     http://standardandpoorsdisclosure-17g7.com/1111585.pdf

RATINGS LOWERED, REMOVED FROM CREDITWATCH, AND WITHDRAWN

MAX CMBS I Ltd.
Series 2007-1
                         Rating
Class         To         Interim         From
A-1           NR         CCC (sf)         B+ (sf)/Watch Neg

MAX CMBS I Ltd.
Series 2008-1
                         Rating
Class         To         Interim         From
A-1           NR         CCC (sf)        B+ (sf)/Watch Neg
A-2A          NR         CCC- (sf)       CCC (sf)/Watch Neg
A-2B          NR         CCC- (sf)       CCC (sf)/Watch Neg

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

COMM 2008-RS3
                       Rating
Class            To               From
A-2A             CCC- (sf)        CCC (sf)/Watch Neg
A-2B             CCC- (sf)        CCC (sf)/Watch Neg

RATINGS AFFIRMED, REMOVED FROM CREDITWATCH, AND WITHDRAWN

MAX CMBS I Ltd.
Series 2008-1
                         Rating
Class         To         Interim        From
C             NR         CCC- (sf)      CCC- (sf)/Watch Neg
E             NR         CCC- (sf)      CCC- (sf)/Watch Neg
F             NR         CCC- (sf)      CCC- (sf)/Watch Neg
G             NR         CCC- (sf)      CCC- (sf)/Watch Neg
H             NR         CCC- (sf)      CCC- (sf)/Watch Neg
J             NR         CCC- (sf)      CCC- (sf)/Watch Neg
K             NR         CCC- (sf)      CCC- (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

COMM 2008-RS3
                      Rating
Class            To               From
B                CCC- (sf)        CCC- (sf)/Watch Neg
C                CCC- (sf)        CCC- (sf)/Watch Neg
D                CCC- (sf)        CCC- (sf)/Watch Neg
E                CCC- (sf)        CCC- (sf)/Watch Neg
F                CCC- (sf)        CCC- (sf)/Watch Neg
G                CCC- (sf)        CCC- (sf)/Watch Neg
H                CCC- (sf)        CCC- (sf)/Watch Neg

NR-Not rated.


* S&P Raises Ratings on 42 Tranches from 20 U.S. CDO Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 42
tranches from 20 U.S. collateralized debt obligation (CDO)
transactions backed by pools of trust preferred securities and
removed 35 from CreditWatch positive. "The tranches with
raised ratings have a total issuance amount of $6.179 billion. In
addition, we affirmed our ratings on eight tranches from three
U.S. CDO transactions backed by pools of trust preferred
securities," S&P said.

"The rating actions reflect the application of our updated
criteria for rating CDOs backed by bank trust preferred
securities. Some of the trust preferred CDO transactions have
also benefitted from improvements in their underlying collateral
portfolios, including cessation of deferrals that had been
occurring and changes in the credit quality of the small banks
that issued the trust preferred securities collateralizing the
CDOs. Some of the rating actions also reflect significant paydowns
made to the senior notes of the CDO," S&P said.

"Trust preferred CDOs are collateralized by hybrid (or TruPs)
securities issued by banks, insurance companies, and REITs (real
estate investment trusts). The assets collateralizing bank trust
preferred CDOs rated by Standard & Poor's are deeply subordinated,
long-dated securities issued predominantly by small community
banks with speculative-grade credit profiles. Further, many of
these banks have significant real estate exposures, and it is our
view that their performance in times of economic and/or credit
stress may be highly correlated," S&P said.

"The updated criteria incorporate several elements, including a
decreased emphasis on front-loaded defaults (which are generally
more stressful on the transaction's cash flows) for lower rating
categories; a potential deferral cure (PDC) credit in our cash
flow analysis for prospective deferring and currently deferring
bank trust preferred securities; and an assumption that larger
banks may redeem their trust preferred securities due to U.S.
regulatory changes that phase out Tier 1 capital credit for such
securities," S&P said.

"Given the current rating distribution of the TruPs CDOs,
incorporating the differentiated default patterns in our cash flow
scenarios will have the most impact on the current ratings of the
affected transactions," S&P said.

"We intend to review the remaining transactions with ratings on
CreditWatch in connection with our TruPs CDO criteria update and
resolve the CreditWatch status of the affected tranches within the
next three months," 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

ALESCO Preferred Funding I, Ltd.
                               Rating
Class                    To             From
A-1                      BBB- (sf)      CCC+ (sf)/Watch Pos
A-2                      CCC (sf)       CCC- (sf)/Watch Pos

ALESCO Preferred Funding II Ltd.
                               Rating
Class                    To             From
A-1                      BBB- (sf)      B (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC (sf)/Watch Pos

ALESCO Preferred Funding IX, Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2A                     B+ (sf)        CCC- (sf)/Watch Pos
A-2B                     B+ (sf)        CCC- (sf)/Watch Pos
B-1                      CCC- (sf)      CCC- (sf)
B-2                      CCC- (sf)      CCC- (sf)

ALESCO Preferred Funding V, Ltd.
                               Rating
Class                    To             From
A-1                      B+ (sf)        CCC+ (sf)/Watch Pos
A-2                      CCC- (sf)      CCC- (sf)
B                        CCC- (sf)      CCC- (sf)

ALESCO Preferred Funding VI, Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       B+ (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC+ (sf)
A-3                      CCC+ (sf)      CCC+ (sf)
B-1                      CCC- (sf)      CCC- (sf)
B-2                      CCC- (sf)      CCC- (sf)

ALESCO Preferred Funding VIII Ltd.
                               Rating
Class                    To             From
A-1A                     BB+ (sf)       CCC+ (sf)/Watch Pos
A-1B                     BB+ (sf)       CCC+ (sf)/Watch Pos

ALESCO Preferred Funding X, Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos

Alesco Preferred Funding XIII, Ltd.
                               Rating
Class                    To             From
A-1                      B- (sf)        CCC- (sf)/Watch Pos
X                        A+ (sf)        BB- (sf)/Watch Pos

Preferred Term Securities IX, Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       B- (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC (sf)/Watch Pos
A-3                      CCC+ (sf)      CCC (sf)/Watch Pos

Preferred Term Securities VII, Ltd.
                               Rating
Class                    To             From
A-2                      BB+ (sf)       B (sf)/Watch Pos

Preferred Term Securities XII, Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2                      B (sf)         CCC- (sf)/Watch Pos
A-3                      B (sf)         CCC- (sf)/Watch Pos
A-4                      B (sf)         CCC- (sf)

Preferred Term Securities XIII Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (sf)
A-3                      CCC+ (sf)      CCC- (sf)
A-4                      CCC+ (sf)      CCC- (sf)

Preferred Term Securities XXII Ltd.
                               Rating
Class                    To             From
A-1                      BB+ (sf)       CCC+ (sf)/Watch Pos
A-2                      B- (sf)        CCC- (sf)

Preferred Term Securities XXVII, Ltd.
                               Rating
Class                    To             From
A-1                      BB- (sf)       CCC+ (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (sf)

Trapeza CDO I, LLC
                               Rating
Class                    To             From
A-1                      AA- (sf)       A- (sf)/Watch Pos
A-2                      AA- (sf)       A- (sf)/Watch Pos

Trapeza CDO III, LLC
                               Rating
Class                    To             From
A1A                      BBB- (sf)      B+ (sf)/Watch Pos
A1B                      B+ (sf)        CCC- (sf)/Watch Pos

Trapeza CDO IV LLC
                               Rating
Class                    To             From
A1A                      A+ (sf)        BB+ (sf)/Watch Pos
A1B                      B- (sf)        CCC- (sf)/Watch Pos

Trapeza CDO V, Ltd.
                               Rating
Class                    To             From
A1A                      BBB- (sf)      CCC+ (sf)/Watch Pos
A1B                      B- (sf)        CCC- (sf)/Watch Pos

Trapeza CDO VI Ltd.
                               Rating
Class                    To             From
A-1A                     BB+ (sf)       CCC+ (sf)/Watch Pos
A-1B                     BB+ (sf)       CCC+ (sf)/Watch Pos

Trapeza CDO VII, Ltd.
                               Rating
Class                    To             From
A-1                      BB- (sf)       CCC+ (sf)/Watch Pos
A-2                      CCC+ (sf)      CCC- (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
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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